Harrisons Malayalam Ltd Directors Report

To The Members of Harrisons Malayalam Limited

Your Directors have pleasure in presenting the Forty-Ninth Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026.

Financial Highlights

(Rs in Lakhs)

	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Particulars	Standalone		Consolidated
Revenue from Operations	53,908.42	51,391.40	53,908.42	51,391.40
Other Income	2,385.54	1,181.73	2,384.48	1,181.73
Total Income	56,293.96	52,573.13	56,292.90	52,573.13
Profit / (Loss) before Tax	2,915.02	1,490.06	2,913.16	1,488.76
Profit after Tax	2,915.02	1,490.06	2,913.16	1,488.76
Re-measurement of Gains/Losses	(464.31)	(463.98)	(464.31)	(463.98)
Total Comprehensive Income	2,450.71	1,026.08	2,448.85	1,024.78

1. Operations Overview

During the year under review, the Company has recorded revenue of Rs 539.08 crores from its operations as compared to Rs 513.91 crores for the previous year. The total revenue, including other income for the FY 2025-26 was Rs 562.93 crores as compared to Rs 525.73 crores for the previous year. The profit made by the Company for the FY 2025- 26 was Rs 24.50 crores as compared to Rs 10.26 crores for the previous year.

Tea:

The Tea harvested from own gardens during FY 2025-26 is at 10,070 MT (9,824 MT in the FY 2024-25). Bought leaf operations in tea for FY 2025-26 is at 3,637 MT (2,095 MT in FY 2024-25). For the year ended March 31, 2026, the average price realized per kg of tea was Rs 172.44 as against Rs 168.55 realized during the Previous Year.

Rubber:

The Rubber harvested from own gardens stood at 4,341 MT during FY 2025-26 and is lower than 4,800 MT achieved during FY 2024-25. Bought operations in Rubber for the FY 2025-26 is at 4020 MT which is higher than the 3062 MT of FY 2024- 25. For the year ended March 31, 2026, the average price realized per kg of rubber was Rs 214.84 as against Rs 216.19 realized during the previous year. 140 hectares in Kumbazha Rubber Estate encroached by trespassers, continue to remain untapped.

2. Dividend

In order to augment the operations and to enhance our infrastructure and operational capabilities, the Board of Directors decided not to declare any dividend and regret the inability to pay dividend.

3. Transfer to Reserve

During the year under review the Company has not transferred any amount to the General Reserve.

4. Material Changes and Commitments, If Any Affecting the Financial Position of the Company

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended March 31, 2026 and the date of this Boards Report.

5. Change in the Nature of Business

During the year under review, there was no change in the nature of the business.

6. Equity Share Capital

The Authorised Share Capital of the Company is Rs 3,000 Lakhs, comprising 300 Lakh equity shares having a face value of Rs 10 each. The paid-up Equity Share Capital of the Company as on March 31, 2026, was Rs 1,845.54 Lakhs. There was no change in the share capital during the year under review. The details of share capital as on March 31, 2026 is provided below:

Particulars	Amount (in Rs)
Authorized Share Capital	30,00,00,000
Paid-up Share Capital	18,45,54,050
Listed Share Capital	18,45,54,050

The equity shares of the Company are listed in the BSE Limited and the National Stock Exchange of India Limited. The Company Shares are listed in both BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid listing fees up to March 31, 2026 to both the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has not issued any securities during the year under review.

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued shares (including sweat equity shares) to employees under any scheme.

There were no instances of corporate actions like buy back of securities, payment of dividend declared, mergers and demergers, delisting etc.

7. Transfer Of Unpaid and Unclaimed Amounts To Investor Education And Protection Fund ("IEPF")

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto (‘IEPF Rules) the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government. Details of the unpaid/unclaimed dividend are also uploaded as per the requirements, under "Investors Relations" section on the Companys website viz. www.harrisonsmalayalam.com. The dividend for the Financial Year 2013-14 and prior to that have been transferred by the Company to IEPF Authority ("IEPF Account") in terms of the IEPF Rules by following the prescribed procedure. The Company have not declared any dividend after financial year 2013-14 and hence during the year under review no dividends and shares were required to be transferred to the IEPF Authority.

Pursuant to the provisions of IEPF Rules, all shares of the company in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ("IEPF Account") within a period of thirty days of such shares becoming due to be transferred to the IEPF Account, on which the dividends remained unpaid or unclaimed for seven consecutive years with after following the prescribed procedure. In this regard, the Company had individually informed the Members concerned and also published notice in the newspaper as per the IEPF Rules. The details of such Members and shares transferred are uploaded in the "Investors Relations" Section of the website of the Company viz; www.harrisonsmalayalam.com/investors/shareholders-information/investor-education-and-protection-fund/.

The details of the same during the financial year are as follows:

The outstanding number of shares in IEPF Account at the beginning of the year.	The total number of shares transferred from IEPF to shareholders during the year.	The closing balance in the IEPF Account as on March 31, 2026.
4,63,548	2,975	4,60,573

Dividend and corresponding shares, as stated above, once transferred to IEPF by the Company, may be claimed only from the

IEPF Authority by following the procedure prescribed under the IEPF Rules. Mr. Binu Thomas served as the Nodal Officer for the verification of such claims until his resignation on April 18, 2026. Following his resignation, Ms. Sandhya Gopi, Company Secretary and Compliance Officer, was appointed . asthe new Nodal Officer for this purpose,effective May 08, 2026

8. UNCLAIMED SHARES

Pursuant to the SEBI Circular and Regulation 39 of Listing Regulations regarding the procedure to be adopted for unclaimed shares issued in physical form in public issue or otherwise, the Company has a separate demat account in the title of ‘Harrisons Malayalam Limited – Unclaimed Suspense Account.

The details of shares lying in the unclaimed suspense account are provided under Annexure-C: Report on Corporate Governance.

9. Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and accordingly, the question of default in repayment of deposits or payment of interest thereon does not arise. As on March 31, 2026, there were no deposits lying unpaid or unclaimed.

10. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees, investments and security as per the provisions of Section 186 of the Companies Act, 2013 during the Financial Year ended March 31, 2026.

11. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure A.

12. Management Discussion and Analysis

Management Discussion and Analysis in terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms a part of this Report and is annexed as Annexure-B to this Report. Key Financial Ratios for the financial year ended March 31, 2026 are provided in the Management Discussion and Analysis Report given in Annexure-B which is annexed hereto and forms a part of the Directors Report.

13. Corporate Governance

A separate Report on Corporate Governance, together with the Additional Shareholder Information as prescribed under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is annexed to this Report as

Annexure - C. The Report on Corporate Governance also includes, as annexures thereto, the Certificate of the Practising Company Secretary on compliance with the conditions of Corporate Governance,theCertificateregarding Non-Disqualification of Directors issued by a Practising Company Secretary, the Declaration regarding compliance with the Code of Conduct, and the Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Regulation 17(8) of the Listing Regulations.

14. Subsidiary Company

As at March 31, 2026 the Company has only one wholly owned subsidiary company, Malayalam Plantations Limited and have been considered in the consolidation of financial statements. As per sub section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements and performance of the Companys subsidiary for the year ended March 31, 2026, is included as per the prescribed format in this Annual Report. The Annual Accounts of subsidiary is uploaded on the website of the Company at www.harrisonsmalayalam.com. The Annual Accounts of the subsidiary namely Malayalam Plantations Limited and the other related detailed information will be made available to any Member of the Company seeking such information at any point of time and is also posted on the website of company www.harrisonsmalayalam.com. The consolidated performance of the Company and its subsidiary have been referred to wherever required and salient features of subsidiary is annexed as Annexure-D to the Annual Report in Form AOC-1.

15. Consolidated Financial Statements

In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the consolidated financialdetails of the statementsoftheCompanyincludingthe subsidiary company Malayalam Plantations Limited, forms part of this Annual Report. The Consolidated Financial Statements have been prepared as prescribed under the Companies Act, 2013.

16. Directors and Key Managerial Personnel

As on March 31, 2026, Mr. Santosh Kumar, Mr. Cherian Manamel George, Whole Time Directors, Mr. Sajish George, Chief Financial Officer (CFO) and Mr. Binu Thomas, Company Secretary and Compliance Officer

Changes in Directors and Key Managerial Personnel

There were no changes in Directors and Key Managerial Personnels during the year under review. However, post the close of the financial year March 31, 2026, Mr. Binu Thomas (Membership No. F11208) resigned from the position of Company Secretary and Compliance Officer of the Company, effective April 18, 2026. Subsequently, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 08, 2026, appointed Ms. Sandhya Gopi (Membership No. A62510) as the new Company Secretary and Compliance Officer of the Company w.e.f May 08, 2026.

Appointments/ Re-appointments/ Recommendations

Ms. Rusha Mitra (DIN: 08402204), Non-Executive Independent Director was re-appointed in the 48^th Annual General Meeting held on September 23, 2025 for a second term of five consecutive years commencing from February 11, 2026 upto February 10, 2031 (both days inclusive).

Based on the recommendation of Nomination and Remuneration Committee the Board of Directors at its meeting held on August 13, 2026 had recommended the re-appointment of Mr. Cherian Manamel George (DIN: 07916123), whose tenure expires on February 12, 2027, as Whole Time Director for a further period commencing from February 13, 2027 to February 28, 2029 and his re-appointment is subject to the approval of the members at the 49^th Annual General Meeting scheduled to be held on September 29, 2026.

Pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajat Bhargava (DIN: 07752438), is liable to retire by rotation and being eligible, offered himself for re-appointment at the ensuing 49^th Annual General Meeting. Necessary resolution is set out in Item 2 of the Notice of the 49^th Annual General Meeting for the approval of the members of the Company. Your directors recommend his re-appointment.

Meetings of the Board of Directors

During the year under review, 6 meetings of the Board of Directors were held. The company has complied with all the applicable Secretarial Standards. More details about the meetings of the Board and the composition of various committee(s) of the Board are given in the Report on Corporate Governance, forming part of this Report as Annexure-C.

Statement regarding the opinion of the Board concerning integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

In the opinion of the Board, Mr. P Rajagopalan (DIN: 02817068), Ms. Rusha Mitra (DIN: 08402204), Mr. Corattiyil Vinayaraghavan (DIN: 01053367) and Mr. Noshir Naval Framjee (DIN: 01646640), Non-Executive Independent Directors, are persons of integrity and have the relevant expertise and experience as required under the Nomination and Remuneration Policy of the Company. Such expertise and experience including proficiency help in making informed decisions and guides the Board for the effective functioning of the Company.

Declaration by Independent Directors

The Independent Directors have submitted their declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI listing Regulation stating that they continue to meet the criteria of independence as provided in sub-section (6) of Section 149 including Rule 6 (3) of Companies (Appointment of Directors and Qualification) Rules, 2014 of the Companies Act, 2013 and Regulation 16 of the Listing Regulations. Further, Independent Directors of the Company have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Board Evaluation

The Board has carried out an annual evaluation of its own performance, the directors and also committees of the Board based on the guidelines formulated by the Nomination and Remuneration Committee. Board composition, Board effectiveness, quality and timely flow of information, Chairperson effectiveness frequency of meetings, Committee Evaluation, Board Member feedback and level of participation in discussions were some of the parameters considered during the evaluation process. Further, the Independent Directors of the Company met once during the year to review the performance of the Non-Executive Directors, Chairman of the Company and performance of the Board as a whole. In the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

Policy on Remuneration to Directors, KMP and Senior Management Personnel

The Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior

Management Personnel.

None of the Whole-Time Directors receive any remuneration or commission from any of its subsidiaries. The criteria of making payments to non-executive directors can be accessed on the website of the Company at https://harrisonsmalayalam.com/investors/corporate-governance/code-policies/.

The remuneration paid to Executive Directors is within limits as approved by shareholders by special resolution. Apart from salary and perquisites, the terms of appointment contained the provision for payment of Performance Incentive as determined by the Board based on consolidated net profits of the Company for the financial year 2025-26.

Service Contracts, Severance Fees and Notice Period

The tenure of the office of Whole Time Directors is as approved by the shareholders based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, and the notice period for terminating the service contract of Whole-time Director is based on Companys HR Policy. Further, there is no separate provision for payment of severance fees. None of the Executive Directors had been granted any Employee Stock Options of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

17. Auditors

(i) Statutory Auditors and comments on their report, if any

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, members of the Company in its 45^th Annual General Meeting re-appointed M/s Walker Chandiok & Co LLP, Kochi, Chartered Accountants, (Firms

Registration No. 001076N/ N500013) as the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the 45^th Annual General Meeting (AGM) until the conclusion of the 50^th Annual General Meeting to be held in the year 2027, at a remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.

The Report given by M/s. Walker Chandiok & Co LLP, Kochi, Chartered Accountants, on the financial statement of the Company for the FY 2025-26 is part of the Annual Report. The Auditors Report annexed to the financial statements for the year under review does not contain any qualifications, reservations, or disclaimers.

During the period under review there was no revision in the financial statements.

Details in respect of Frauds Reported by Auditors under Section 143(12) of the Companies Act, 2013

During the period under review, the auditors have not reported any material fraud under Section 143(12) of the Companies Act, 2013. The details pertaining to fraud is included under the Internal Auditors head forming part of this report.

(ii) Internal Auditors

As prescribed under Section 138 of the Companies Act, 2013, the Board in its meeting held on May 23, 2025, appointed M/s. Suri & Co., Chartered Accountants for carrying out internal audit of the Company for a period of three years from September 01, 2025 to August 31, 2028 on the recommendation of the Audit Committee. The internal audit was completed as per the scope defined by the Audit Committee from time to time.

The management had engaged M/s. Suri & Co., Chartered Accountants, to conduct a forensic Investigation during the period under review.

The following are the details of the fraud reported to audit committee or board during the period under review:

(a) Nature of Fraud with description: Misappropriation of company funds, wherein the cash of the company was siphoned by an employee to his personal bank account.

(b) Amount involved: Rs 60,67,662/-

(c) Remedial actions taken: The Company had formally filed a police complaint/initiated internal disciplinary proceedings, and pursued legal action to recover the misappropriated funds from the identified employees. Accordingly, the Company could recover Rs 11,43,827/- till date and the recovery proceedings are going on.

(iii) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Board of Directors, on the recommendation of the Audit Committee have re-appointed M/s. Shome & Banerjee, Cost Accountants, (Firm registration No.000001) as cost auditor of the company in its meeting held on August 13, 2026, to conduct audit of the cost records for the FY 2026-27. The Board of Directors recommends ratification of the remuneration payable to the Cost Auditor for FY 2026-27, by the Members at the ensuing 49^th AGM.

Cost Records and Cost Audit Report

The Company has made and maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Further, the Cost Audit Report for the financial year ended March 31, 2026, will be submitted with the Central

Government in the prescribed form and manner within the due date stipulated under the Act.

(iv) Secretarial Auditors and comments on their report, if any

Pursuant to Section 204 of Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the members in their 48^th Annual General Meeting held on September 23, 2025 appointed M/s. SEP and Associates, Practising Company Secretaries, Kochi (having unique ICSI code P2019KE075600) as the Secretarial auditors of the Company for a term of five consecutive financial years from 2025-26 to 2029-30. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure-E. The Secretarial Audit Report annexed to the directors report for the year under review does not contain any qualifications, reservations, adverse remarks. However, the Secretarial

Auditors have observed certain instances of non-compliance during the year, including delays in submission of intimations to the Stock

Exchanges, non-submission of newspaper advertisements relating to the approval of financial results for all four quarters of FY 2025-26 to the Stock Exchange(s), and a penalty imposed by the exchange for a one-day delay in filing the Annual Report for FY 2024-25.

Further, certain instances of non-compliance under applicable labour laws were also noted.

The Secretarial Auditorshavealsoreportedtheinstanceofmisappropriationoffundsidentifiedby the Management during the year under review and the subsequent engagement of an independent forensic audit team to investigate the matter. It was also stated that, in compliance with the requirements of the Act, the Statutory Auditors have reported the matter to the Audit Committee and the Board of Directors. Accordingly, the reporting under section 134(3)(ca) of the Companies Act, 2013 is detailed out under the internal audit head.

The Management acknowledged the observations made by the Secretarial Auditors and took note of the identified instances of non-compliance. Necessary corrective measures have been implemented to strengthen compliance monitoring mechanisms and reporting processes to prevent recurrence of such lapses. With respect to the instance of misappropriation of funds, the matter was promptly identified and reported, and an independent forensic audit was commissioned, with appropriate remedial and governance actions being undertaken based on its findings.

The Secretarial Auditors have confirmed that they hold a valid Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI).

Significant and material orders passed by the Regulators/Courts, if any:

There are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

During the year under review, there were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

18. Awards and Achievements

During the year under review, Harrisons Malayalam Limited (HML), supported by a dedicated workforce of 6,731 employees across its tea and rubber plantations has continued to receive recognition at both national and international levels for its people-centric culture, operational excellence, sustainability initiatives, and product quality.

The composition of this dedicated workforce—comprising executives, staff, and workers—is outlined in the following breakup:

Category	No. of Employees
Executive	180
Staff	296
Workers	6,255
Total	6,731

A. Workplace Excellence and Employee Recognition

HML earned several prestigious recognitions for fostering an inclusive and empowering workplace culture:

Ranked 21^st among "Indias Best Companies to Work For 2026" by the Great Place to Work? Institute. Recognized as one of the Best Workplaces in the Agri Industry.

Awarded the coveted "Legends" Status for maintaining a top ranking for ten or more years, becoming the first South Indian company in its category to achieve this distinction.

These achievements build upon the Companys earlier recognitions in 2025 as:

Top 10 Best Workplace for Women, and

Top 50 Best Workplace for Millennials.

These accolades reflect the Companys enduring commitment to inclusivity, youth engagement, and overall employee well-being.

B. Operational Excellence and Manufacturing Achievement

Arrapetta Tea Factory was conferred the Kerala State Industrial Safety Award 2025-26.

This marks the fourth consecutive year that an HML tea factory has received this prestigious state-level recognition, underscoring the Companys focus on operational excellence and manufacturing best practices.

C. International Recognition for Quality and Sustainability

HML achieved its first international accolade by securing First Place at the North American Gold Medal & Sustainability Awards 2025 for its Arrapetta GFBOP grade tea.

The award highlights the Companys commitment to producing high-quality teas while adhering to sustainable practices.

D. Golden Leaf India Awards

HML further strengthened its reputation as a producer of premium South Indian teas by receiving the Golden Leaf India Award (TGLIA), jointly organized by the Tea Board of India and UPASI, for the following tea factories:

Arrapetta

Chundale

Achoor

Wallardie

Wentworth

Lockhart

These recognitions reaffirm the Companys position as one of the premier producers of finestSouth Indian teas and reflect its continued pursuit of excellence across all facets of its operations.

E. Industrial Relations

HML was honoured with the National Award for Outstanding Industrial Relations for the year 2024–25 by the All India Organisation of Employers (AIOE), an allied body of FICCI on December 12, 2025, in recognition of its exemplary industrial relations practices and sustained excellence in workforce management.

19. Directors Responsibility Statement

In terms of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:

i. In the preparation of annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed, along with proper explanation relating to material departures if any;

ii. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit for the period from April 01, 2025 to March 31, 2026;

iii. We have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;

v. We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Industrial Relations

Plantation is highly labour intensive, and your Company considers people as its biggest assets. The welfare and well-being of workers are monitored closely. Industrial relations remained cordial throughout the year.

21. Internal Control Systems & their Adequacy

Your Directors confirm that the Companys internal control systems are well established and commensurate with the nature of its business and the size and complexities of operations and adequate with reference to the financial statements as envisaged under the Companies Act, 2013. Details relating to Internal Financial Controls are provided in the Management Discussion and Analysis Report annexed as Annexure-B. The report of Auditors pursuant to Section 143(3) (i) of the Act certifying the adequacy of Internal Financial Control is annexed with the Auditors Report.

22. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Extract of Annual Return as on March 31, 2026, is available on the website of the Company at https://harrisonsmalayalam.com/investors/financials/annual-reports.

23. One-Time Settlement with Bank or Financial Institution

There was no instance of one-time settlement with any Bank or Financial Institution.

24. Maternity Benefit Act, 1961

The Company is in compliance with the provisions relating to the Maternity Benefit Act 1961.

25. Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges, the Company has established a Whistle Blower Policy (Vigil Mechanism) to deal with instances of fraud and mismanagement if any. No personnel have been denied access to the Chairman of the Audit Committee, for making complaint on any Integrity issue. The Policy is available on the Companys website under the Investors section and can be accessed at https://harrisonsmalayalam.com/investors/corporate-governance/code-policies/.

26. Corporate Social Responsibility

In accordance with Section 135 of the Act and the rules made thereunder, the Company has formulated a Corporate Social Responsibility

Policy. However, the company does not have any three-year averageprofitcomputed under section 198 of the Companies Act, 2013 and hence not required to incur any expenditure on Corporate Social Responsibility under the provisions of the Act.

The members of the Committee are as follows:

Name of the Director	DIN	Category
1 Mr. Noshir Naval Framjee	01646640	Member
2 Mr. P Rajagopalan	02817068	Member
3 Mr. Corattiyil Vinayaraghavan	01053367	Member

The details of CSR Committee is set out in Corporate Governance Report. The details of activities benefiting employees and general public in the vicinity of estates is annexed to this report as Annexure-F.

The Policy is available on the Companys website under the Investors section and can be accessed at https://harrisonsmalayalam.com/investors/corporate-governance/code policies/malayalam.com.

27. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company maintains a zero-tolerance approach to sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted Internal Complaints Committees ("ICC") across its estates and offices, reinforcing its commitment to fostering a respectful, inclusive, and healthy workplace.

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place 9 internal Complaints Committees (‘ICC) to redress complaints. These committees are fully functional and are empowered to receive, investigate, and redress complaints related to sexual harassment at their respective locations.

During the financial year, the Internal Complaints Committee (ICC) did not receive any complaints pertaining to sexual harassment. Consequently, no complaints were pending to be resolved or remainedunresolvedatthecloseofthefinancialyear ended March 31, 2026 as given in Annexure- C to this report.

Furthermore, we declare that the Company has adhered to the statutory reporting requirements outlined under the POSH Act. The Company has submitted the Annual Return with the District Collector under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 on February 13, 2026, for the calendar year ended December 31, 2025.

28. Committees of the Board

Currently, the Board has five committees as follows:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stakeholders Relationship Committee,

4. Corporate Social Responsibility Committee, and

5. the Risk Management Committee (Voluntarily constituted).

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report annexed to this Report as Annexure-C. There were no instances during the year where the Board did not accept the recommendations of committees, including the Audit Committee.

29. Secretarial Standards

The Institute of Company Secretaries of India has mandated compliance with the Secretarial Standards on board meetings and general meetings, as revised w.e.f. October 1, 2017. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

30. Risk Management

Pursuant to Regulation 21(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the constitution of a Risk Management Committee is mandatory only for the top 1000 listed entities, determined on the basis of market capitalization.

As the Company does not fall within the category of the top 1000 listed entities as per the aforesaid criteria, the requirement to constitute a Risk Management Committee under Regulation 21 of the SEBI (LODR) Regulations, 2015 is not applicable to the Company. Although the constitution of the said Committee is not statutorily mandated, the Company has established it voluntarily for internal purposes as a measure of good corporate governance. During the year under review, the Committee did not hold any meetings.

31. Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not required.

Further, there are no materially significant Related Party Transactions during the Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. The Policy is available on the Companys website under the Investors section and can be accessed athttps://harrisonsmalayalam.com/ investors/corporate-governance/code-policies/

32. Particulars of Employees

In terms of provisions of section 197(12) and rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the names of the top ten employees in terms of remuneration drawn forms part of this report. Pursuant to the second proviso to section 136(1) of the Act, the Annual Report excluding the said information is being sent to the members of the company. Any member interested in obtaining such information may send an email to agm@harrisonsmalayalam.com. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as Annexure-G, which is annexed hereto and forms a part of the Boards Report.

33. Business Responsibility and Sustainability Report

Under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the requirement for the Business Responsibility and Sustainability Report (BRSR) as part of the Directors Report is not applicable to the company. Therefore, the company is not obligated to provide disclosure related to the Business Responsibility Report.

34. Acknowledgements

Your Directors wish to express their grateful appreciation for the cooperation and continued support extended by its various stakeholders like the Central Government, State Government, Customers, Suppliers, Dealers, Value Chain Partners, Banks, Financial Institutions, Communities, Employees and the Members towards conducting business of the Company.

Your Directors are also grateful for your continued encouragement and support.

	On behalf of the Board of Directors
	Sd/-	Sd/-
	Santosh Kumar	Cherian Manamel George
Place: Kochi	Whole Time Director	Whole Time Director
Date: August 13, 2026	(DIN: 08167332)	(DIN:07916123)