Indong Tea Company Ltd Directors Report

To

The Members of

Indong Tea Company Limited

Your directors are pleased to present the 35th Annual Report and the audited accounts for the year ended 31st March, 2025.

1. FINANCIAL SUMMARY

(Rs. In Lakh)

Particulars	31.03.2025	31.03.2024
INCOME
Revenue from Operation	3,033.45	2,131.99
Other Income	12.72	224.03
Total Income	3,046.17	2,356.02
Profit before finance costs, depreciation, exceptional items and taxation	315.13	113.63
Less: Finance Costs	92.45	79.73
Profit before depreciation, exceptional Items and Taxation	222.68	33.90
Less: Depreciation and Amortization Expenses	187.08	152.00
Profit/(Loss) before exceptional items and taxation	35.60	(118.10)
Add/(Less): Exceptional Item	-	-
Profit/(loss) before Tax	35.60	(118.10)
Tax expense	3.34	17.45
Profit / (Loss) for the year	32.26	(135.55)
OCI Income for the year (Net of Tax)	(29.61)	(58.61)
Total comprehensive income / (loss) for the year	2.66	(194.15)
Earnings per share (of Rs 10/- each) - Basic and Diluted (In Rs.)	0.01	-1.29

2. FINANCIAL AND OPERATIONAL PERFORMANCE

The financial statements have been prepared under Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

During the year under review the company has increased recorded a Turnover of Rs. 3,033.45 Lakh as compared to Rs. 2,131.99 Lakh in the Previous Year. However, due to increase in wages and other costs attached with normal crop and lower price realizations in the Dooars regions of West Bengal had a significant impact on the performance of the Company In addition to above, the rain has subsided during this year in compare to previous year. Therefore, the same has impacted the production as well as performance of the company. Despite of the same your company has earned net profit/ (loss) to Rs. 2.66 Lakh as compared to loss of Rs. 194.15 Lakh in the previous year. The Director further states that there is no cash loss to the stakeholders. The above financial performance depicted that Profit before depreciation, exceptional Items and Taxation is positive and in favor of the stakeholders. The Director mentioned that continuous efforts are being made to improve the operation as well as shareholders wealth and the overall outlook in the coming years appears would be more promising and encouraging. Details of Tea Crop (Green leaf) harvested, Tea Leaves Purchased from small growers and Tea made are as follows:

Particulars	31.03.2025	31.03.2024
Tea Crop (Green leaf) harvested (In KG)	45,65,976	42,28,969
Tea Leaves Purchased from small growers (In KG)	22,543	11,41,383
Tea Produced (In KG)	10,60,376	12,40,109

3. DIVIDEND

In view of lower profit earned during the year and also keeping in mind the current constraints prevailing in the tea industry, the Board has not recommended payment of dividend for the financial year 2024-25.

4. SHARE CAPITAL

During the year under review, your company has issued 44,20,000/- no of Shares @ Rs. 30/- per shares (including Rs. 20/- per shares as premium on Preferential basis vide Board Resolution dated 13th February, 2025 pursuant to the provisions of Section 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 read with relevant rules made thereunder (including any statutory modification(s) thereto or re-enactment thereof for the time being in force), enabling provisions of the Memorandum of Association and the Articles of Association of the Company, and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India ("SEBI"), including applicable regulations of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

("SEBI ICDR Regulations") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), as amended from time to time, and pursuant to shareholders resolution dated 8th January, 2025, and in-principal approval received from BSE Limited on 29th January, 2025. The company has allotted the shares to the respective allottees and filed the e form PAS -3 to the ROC. The company has got listing approval as on the signing of the balance and applied for trading approval to the Bombay Stock Exchange.

However, the as on signing of Director Reports, your company has also got trading approval from the Bombay Stock Exchange.

Thus, the Paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs. 19,42,10,480/- comprising of 1,94,21,048/- no of Equity Shares @ Rs. 10/- per Shares.

To facilitate the aforesaid Preferential Allotment, the Authorised Share Capital of the Company was increased from Rs. 16,00,00,000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 (One Crore Sixty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 24,50,00,000/- (Rupees Twenty Four Crores Fifty Lakhs Only) divided into 2,45,00,000 (Two Crore Forty-Five Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each ranking pari-passu with the existing equity shares of the Company vide Special Resolution at the at the 01/2024-25 Extra-Ordinary General Meeting of the Members held on 8th January, 2025.

5. TRANSFER TO GENERAL RESERVE

Your directors do not propose to transfer any funds to the General Reserve for the F.Y. 2024-25. The Balance in Other Equity stands at Rs. 4,173.17 Lakh (P.Y. Rs. 3,386.28 Lakhs).

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitment affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the report except the following: -

The company has increased the Authorised share capital from Rs. 16,00,00,000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 (One Crore Sixty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 24,50,00,000/- (Rupees Twenty Four Crores Fifty Lakhs Only) divided into 2,45,00,000 (Two Crore Forty-Five Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each ranking pari-passu with the existing equity shares of the Company and consequent amendment to the Memorandum of Association vide Special Resolution at the at the 01/2024-25 Extra-Ordinary General Meeting of the Members held on Wednesday, 8th January, 2025 at 11:00 A.M. The necessary compliances have been done accordingly.

During the year under review, your company has issued 44,20,000/- no of Shares @ Rs. 30/- per shares (including Rs. 20/- per shares as premium on Preferential basis vide Board Resolution dated 13th February, 2025 pursuant to the provisions of Section 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 read with relevant rules made thereunder (including any statutory modification(s) thereto or re-enactment thereof for the time being in force), enabling provisions of the Memorandum of Association and the Articles of Association of the Company, and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India ("SEBI"), including applicable regulations of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), as amended from time to time, and pursuant to shareholders resolution dated 8th January, 2025, and in-principal approval received from BSE Limited on 29th January, 2025. The company has allotted the shares to the respective allottees and filed the e form PAS -3 to the ROC. The company has got listing approval as on the signing of the balance and applied for trading approval to the Bombay Stock Exchange. However, the as on signing of Director Reports, your company has also got trading approval from the Bombay Stock Exchange.

The company has entered in the Trading of wholesale /Retail trade in the business of various agri-based products during the financial year. Accordingly, the company has changed the object clause and taken approval from shareholders at the 02/2024-25 Extra-Ordinary General Meeting (EGM) dated 21st March, 2025. the necessary compliances have been done accordingly.

7. DISCLOSURE OF TAKEN OVER OF WORKING CAPITAL LOAN & TERMS LOANS BY AXIS BANK FROM KOTAK MAHINDRA BANK

The Board has decided and approved in its meeting dated 21.06.2024 that working capital & other term loans have been taken over by Axis Bank from Kotak Mahindra Bank due to better banking facilities and easy for maintaining day to day affairs. Necessary compliances in respect of Charge Creation/ Satisfaction have been complied with the ROC.

8. DEPOSITS

Your Company has not accepted any deposit during the year under review in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and there were no unpaid deposits with the Company.

9. CHANGE IN NATURE OF BUSINESS, IF ANY

A part from growing & manufacturing of tea business, the company has entered in the Trading of wholesale /Retail trade in the business of various agri-based products during the financial year 2024-25. Accordingly, the company has changed the object clause and taken approval from shareholders at the 01/2024-25 Extra-Ordinary General Meeting (EGM) dated 21st March, 2025. the necessary compliances have been done accordingly.

10. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2024 is provided in Annexure I.

11. QUALITY UPGRADATION

The Company has been assessed and Complied with the requirement of Trustea Code which relates to the quality of the tea and has obtained Trust Tea certificate from Cotecna Inspection India an eminent Certification Body from Tea Board of India.

The company has been assessed and Complied with the requirement of Food Safety Management System and obtained ISO 22000: 2018 Certificate from MS Certification Services Pvt Ltd, an eminent Certification Body in the State of West Bengal.

The company has been complied with the requirement of Good Manufacturing Practices and obtained CODEX GMP Certificate from MS Certification Services Pvt Ltd, an eminent Certification Body in the State of West Bengal.

The company has been complied with the requirement of Hazard Analysis and Critical Point System and obtained HACCP Codex Certificate from MS Certification Services Pvt Ltd, an eminent Certification Body in the State of West Bengal.

12. CERTIFICATIONS & RECOGNITIONS

During the current financial year F.Y. 2024-25, ‘Indong Gold Tea has been fetching the highest prices. The latest highest price in CTC Category through auction sale at any auction center is Rs. 1,120/-

Your Company is registered as a Small Enterprise bearing UDYAM Registration No. UDYAM-WB-10-0010686 under Micro, Small and Medium Enterprises Development (MSMED) Act, 2006.

13. MAJOR DEVELOPMENT MADE TILL DATE IN TEA ESTATE

A) Factory

Substantial work has been done in upgradation & modernisation of Tea Processing Machines in the Factory. i) Humidification plant has been all upgraded. ii) Sorting room has been modernised for smooth sorting. iii) Workshop has been upgraded and automated. iv) One new Sorting machine & 380KVA Genset have been installed in order to boost the production of tea. v) Substantial no. of roofing sheets has been replaced. vi) Filter Machines for Safe drinking water has been installed. vii) Washroom, changing rooms, Toilets have been made as per RFA Guidelines.

B) Plantation / Garden

495264 Nos of Plants have been planted during the year. A nursery with a capacity of more than 10 lakhs plants is maintained.

C) Organic Manure

It is very much essential to enrich and improve the soil structure. A large set up has been created to produce Vermi Compost manure in house, which will be utilised for new & extended plantations.

D) Dairy Farm

The estate has started a well-planned "Dairy Farm Project" having comfortable accommodation facility for around 73 bovines. All "Deshi" Cows have already been brought from Gir, Gujarat which is considered to be the best species available in the country as its Milk, Urine and Cow-dung are repleted with tremendous medicinal properties. The Dairy Farm once starts functioning in full swing, it will generate employment for the eligible dependents of the permanent garden workers.

E) Water Supply and Sanitation

Three Nos. of Piped Water Supply Scheme has also been Sanctioned for the workers colonies of this estate by the P.H.E. Department, Government of West Bengal. NOC has already been issued by the garden authority and survey work by the concerned department has been carried out. Piped Water Supply Scheme in being executed at the Garden as per Order of the Executive Engineer, Public Health Engineering Directorate, Govt. of West Bengal, Jalpaiguri Division under his Memo No. 1825/JD, dated 18.11.2021. Two Nos of Deep Tube Wells have already been dug and laying of underground HDPE Pipes also nearing completion. Concrete overhand Tank is due to be constructed which is delayed because of Heavy rains. Materials for the same already supplied.

F) Co-Operate Society

A co-operative shop is constructed by WB Govt for the availability of essential goods to workers at reasonable price. The estate had given NOC for land.

G) New Buildings

Pukka Store Godowns for Ration, Fuel, Pesticide and Chemicals, Fertilizers, Sprayers, Stores have been constructed for safe and proper storage. A new modern pucca creche has been built in Sec No B-6 having all facilities like latrine, Electricity, with Sufficient Ceiling Fans, Light etc. for the convenience of the working mother and their children.

H) Labour Welfare i) Workers Recreation Club has been built for the entertainment / recreation of the labourers. ii) One Vocational Training Centre has been built up for giving vocational training to the children of the workers. Already sewing machine & computers are installed for their training. iii) Regular periodical Health check-up is organised in the garden Hospital. iv) Labour Quarters are constantly under repairs & maintenance. v) 646 Toilets have been constructed (including 1 in the Creche). vi) Pukka Road consisting approx. 6kms has been built up under the PMGSY (Pradhan Mantri Gram Sadak Yojna).

14. BUSINESS RISK MANAGEMENT

The company has been following the principle of risk minimization since very long, thus required modification has been done as per Companies Act, 2013. Therefore, in accordance with applicable Law/Regulations, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for developing, implementing and monitoring the risk management policy for the company.

The policy consists of identification of risk elements which may threaten the company such as Business risk, financial risk, fidelity risk, legal risk and many more and thus establishes a pro-active approach in structuring Risk Management policy so as to guide decision on risk related issues.

15. INTERNAL FINANCE CONTROL AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The Company is following all the applicable Indian Accounting Standards for properly maintaining the books of accounts and reporting financial statements. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level. The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Director

The Directors of the company as on 31.03.2025 are as follows:

Name of Directors	Category
Shri Hariram Garg	Managing Director
Shri. Madan Lal Garg	Non-Executive Director
Shri Rajesh Garg	Non-Executive Promoter Director
Smt. Rama Garg	Non-Executive Women Director
Shri Akhil Kumar Manglik	Non-Executive Independent Director
Shri Sushil Kumar Nevatia	Non-Executive Independent Director
Shri Rajnish Kumar Kansal	Non-Executive Independent Director

During the F.Y. 2024-25, Shri Rajnish Kumar Kansal (DIN: 00285546) has been appointed on 28th August 2024 by the Board and same has been approved by shareholder in the 34th AGM held on 24th September, 2024.

During the F.Y. 2024-25, pursuant to the recommendations of the Nomination and Remuneration Committee the Board of Directors of the Company at its meeting held on 28th August, 2024 has approved the change in designation of Shri Madanlal Garg (DIN: 00670278), from Executive Director to Non-Executive Non-Independent Director. The Board has accorded the change in designation liable to retire by rotation, and the same has also been approved by shareholder in the 34th AGM held on 24th September, 2024.

As per provisions of Section 152 of the Companies Act, 2013, Shri Madan Lal Garg, Shri Rajesh Garg and Smt. Rama Garg retires by rotation and being eligible offers himself for reappointment.

During the F.Y. 2024-25 the age of Shri Sushil Kumar Nevatia is more than 75 years. Since this is the first tenure of him as independent director and he has vast experience and sound knowledge of the industry, therefore the Board has recommended to continue him as an independent director and the same has also been approved by shareholder in the 34th AGM held on 24th September, 2024. Please note that his first tenure will be completed on 03.02.2027.

Till the date of signing of the Director Report, pursuant to the recommendations of the Nomination and Remuneration Committee the Board of Directors of the Company at its meeting held on 1st September, 2025 has approved the increased in remuneration and other perquisites/benefits of Shri Hariram Garg, Managing Director of the Company up to Rs. 3,00,000/- (Rupees Three Lakhs) Per Month along with one month Bonus & Leave salary each with a yearly Payment of Rs. 42,00,000/- (Rupees Forty Two Lakh) per annum (Subject to deduction of all type of applicable taxes for the time being force) with effect from 1st October, 2025 for the period of Two years ending on 30th September, 2027 subject to the approval of shareholders at the ensuing 35th Annual General Meeting of the company.

The independent directors have submitted the declaration of independence as required under Section 149 of the Companies Act, 2013 and the Board is of the opinion that they are independent within the meaning of the said requirement of the Act.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and Listing Regulations.

None of the Directors of the Company suffers from any disqualification under Section 164(2) of the Companies Act, 2013 and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

B. Key Managerial Personnel (KMP)

The Company had appointed the following Key Managerial Personnel which are as follow: -

Name of the KMP	Designation
Shri Hariram Garg	Managing Director
Shri Manoj Kumar Ganguly	Chief Financial Officer
Shri Chandan Gupta	Company Secretary cum Compliance Officer

Remuneration and other details of the KMPs for the year ended 31st March, 2025 are mentioned in the Annual Return which forms an integral part of this Report and is available on the Companys website viz., www.indongteaco.com.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under sub-section (3) and (5) of Section 134 of the Companies

Act, 2013, with respect to Directors Responsibility Statement, your directors state that:

i. In the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. The Directors have, in the selection of Accounting Policies, consulted the statutory

Auditor and have 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 on 31st March 2025 and of the Profit and Loss for the financial year ended 31st March, 2025.;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a ‘going concern basis.

v. The Directors have laid down internal financial controls relating to financial matters to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

18. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government u/s 118 (10) of the Act.

19. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

20. DISCLOSURE ON CORPORATE GOVERNANCE

As per Regulation 15 (2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the compliance with the corporate governance provisions as specified in Para C i.e. Corporate Governance Report, Para D i.e. CEO/ CFO Certification in compliance with the code of conduct of board of directors and senior management and Para E i.e. Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance of Schedule V are not applicable to your Company. Hence, Certificate in respect of Corporate Governance from Secretarial Auditor has not been attached.

However, The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated in Listing Regulations to that extent possible. A Disclosure on Corporate Governance is attached as Annexure - II respectively, forming part of this Report.

21. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, for prevention and redressal of complaints of sexual harassment at workplace. Other details related to POSH has been covered in Point No 7 of Annexure II of the Report.

22. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Annual Return(s) of the Company is available in the Companys website i.e. www.indongteaco.com.

23. NUMBER OF THE MEETINGS OF THE BOARD / COMMITTEE / GENERAL

MEETING

A. Board Meeting

The Board met 9 times during the financial year 2024-25. The provisions of Companies Act 2013 and other applicable law/regulations were adhered to while considering the time gap between meetings. The details have been provided in the Disclosure to the Corporate Governance which is annexed to this Report.

B. Committee Meeting

I. Audit Committee Meeting

The Audit Committee met 9 times during the financial year 2024-25. Section 177 of the Companies Act 2013 of Companies Act 2013 and other applicable law/regulations were adhered to while considering the time gap between meetings. The details have been provided in the Disclosure to the Corporate Governance which is annexed to this Report.

II. Nomination & Remuneration Committee

The Nomination and Remuneration Committee met 1 time during the financial year 2024-25. Section 178 of the Companies Act 2013 and other applicable law/regulations were adhered to while considering the time gap between meetings. The details have been provided in the Disclosure to the Corporate Governance which is annexed to this Report.

III. Stakeholder Committee Meeting

The Stakeholder Committee met 2 times during the financial year 2024-25. Section 178 of the Companies Act 2013 and other applicable law/Regulations were adhered to while considering the time gap between meetings. The details of the same have been provided in the Disclosure to the Corporate Governance which is annexed to this Report.

IV. Internal Complaint Committee Meeting

The Internal Complaints Committee met 1 time during the financial year 2024-25. The details have been provided in the Disclosure to the Corporate Governance which is annexed to this Report.

C. General Meetings

I. Annual General Meeting

During the year Annual General Meeting of the Members was held on 24th September, 2024. The details of the same have been provided in the Disclosure to the Corporate Governance which is annexed to this Report.

II. Extra Ordinary General Meeting

During the year, 2 Extra-Ordinary General Meeting of the Members were held i.e., on 8th January, 2025 and 21st March, 2025. The details of the same have been provided in the Disclosure to the Corporate Governance which is annexed to this Report.

24. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement.

25. UTILISATION OF INTITIAL PUBLIC OFFER PROCEEDS

A) The funds raised by the Company through IPO Issue has been fully utilized by the Company during the Financial Year under review as the company is listed on 21.02.2023. The objects as stated in the prospectus are as follows: - a) Funding Capital Expenditure towards Extension, Uprooting, Infilling of Tea Plantation and Irrigation at Indong Tea Estate, b) Funding Capital Expenditure towards installation of additional plant and machinery for Tea Processing Unit, c) Working capital requirements, d) General corporate purposes and e) Issue related expenses.

B) During the current financial year 2024-25, your company has raised Rs. 13.26 Crore by way of issuing 44,20,000/- no of Shares @ Rs. 30/- per shares (including Rs. 20/- per shares as premium on Preferential basis. The funds raised by the Company through Preferential basis has been fully utilized by the Company during the Financial Year under review. The objects as stated in the prospectus are as follows: - a) Working capital requirements, b) General corporate purposes

Your Company hereby confirms that there has been no deviation(s) or variation(s) in the use of the Public Issue Proceeds raised from the Initial Public Issue (IPO) and Preferential issue basis.

Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and a disclosure against such non-deviation has also been filed by the Company on half yearly basis with BSE until the completion of the utilization of proceeds during the Financial Year under review.

The same is available on the Companys website https://www.indongteaco.com/Statement-of-Deviation-or-variation.html

26. AUDITORS

A. Statutory Auditors

M/s. Agarwal Kejriwal & Co (FRN No 316112E), Chartered Accountant were appointed as a Statutory Auditors of the Company for a term of 5 years at the 32nd Annual General Meeting of the Company which was held on 29th September, 2022 and will continue to hold the office until conclusion of 36th Annual General Meeting of the Company to be held in the year 2026.

Pursuant to Regulation 33(1)(d) of the Listing Regulations, the Auditors have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) and are otherwise not disqualified under any provisions of the Act and rules made thereunder.

The Statutory Auditors Report for FY 2024-25 forms part of this Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not have any matter to report under Section 143(12) of the Act and hence no details thereof is required to be disclosed under Section 134(3) (ca) of the Act.

B. Secretarial Auditor

The Board had appointed Puja Pujari & Associates, Proprietor - CS Puja Pujari (FCS No 13102, COP 20171) Practicing Company Secretaries, as the Secretarial Auditor for the FY 2024-25 and the Secretarial Auditors report in Form MR-3 is annexed herewith as "Annexure- III" of this Report. The said report does not contain any qualifications, reservations, adverse remark or disclaimer.

During the current financial year 2025-26, the Board on recommendation of the Audit Committee, has accorded its consent to the re-appointment of M/s. Puja Pujari & Associates, Proprietor - CS Puja Pujari (FCS No 13102, COP 20171) Practicing Company Secretaries, as the Secretarial Auditor of the company for the term of 5 (five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30 subject to the approval of Members of the Company at the ensuing 35th Annual General Meeting (AGM) to be held on 24th September, 2025, on such remuneration as may be fixed by the directors in consultation with the Audit Committee pursuant to provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and with the relevant provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendments, modifications, variations, or re-enactments thereof.

C. Annual Secretarial Compliance Audit

As per Regulation 15 (2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not apply, in respect of

a) The listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of previous financial year. b) The listed entity which has listed its specified securities on the SME Exchange.

The company, Indong Tea Company Limited has listed its specified securities on SME Exchange. As the company falls under the ambit of the aforesaid exemption, a compliance with the provision specified in Regulation 24A i.e., Annual Secretarial Compliance Audit shall not be applicable to the Company.

D. Cost Audit

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 the Company is not required to appoint Cost Auditor to audit the cost records of the applicable products of the Company.

E. Internal Audit

The Board had appointed M/s D. C. Dharewa & Co, (FRN No: 322617E), Proprietor CA Dharam Chand Dharewa, (M. No 053838), Practicing CA Firm based on the recommendation of the Audit Committee for the F.Y. 2024-25. Their report submitted by them is reviewed by the Audit Committee & Board of Directors from time to time.

With the consultation of the Audit committee, the Board has re-appointed them as the Internal Auditors of the company for the F.Y. 2025-26.

27. EXPLANATION ON AUDITORS REMARKS

The Notes to Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. The Auditors report does not contain any qualification, reservation or adverse remark. Instead of that an opinion para has been inserted in the para of Key Audit matters in the Audit Report.

28. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Boards Report.

29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION

FUND

Pursuant to the provisions of the Companies Act, 2013, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company has not declared any Dividend and as such there is no amount of dividend which was due and payable and remained unclaimed and unpaid for a period of seven years.

30. POLICIES

All applicable policies are available on the website of the Company at https://www.indongteaco.com/corporate-code-conduct-policies.html. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

31. RELATED PARTY TRANSACTION

During the year there were no material related party transactions with the promoters, the directors or the management, Key Managerial Personnel or other designated persons etc. which may have a potential conflict with the interests of the Company at large. All related party transactions are placed before the Audit Committee and the Board for approval, if applicable. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are verified by the Auditor and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

All related party transactions entered during the Financial Year 2024-25 were in the ordinary course of the business and on arms length basis, details of which have been provided in the Notes to the Accounts of the Financial Statement.

None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company. Particulars of Contracts or Arrangements with Related Parties referred to in

Section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as

Annexure-IV to the Boards Report.

32. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have subsidiary, Joint Venture and Associate Company during the Financial Year 2024-25.

33. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

During the year, your company maintained harmonious and cordial Industrial Relations. Your directors acknowledge and appreciate the efforts and dedication of employees of the company.

34. PARTICULARS OF EMPLOYEE

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

Details Pertaining to Remuneration as required U/S 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2016

S. No	Name of the Director/KMP	Remuneratio n of Director/ KMP for FY 2024-25 (Rs. in Lakh)	% Increase /(Decrease) in Remunerati on in FY 2024-25	Ratio of remuneration of each director/ to the median remuneration of employees
1	Hariram Garg, Managing Director	24.00 (P.Y. 24.00)	-	1.69:1
2	Madanlal Garg, Non- Executive Director	0.04 (P.Y. Nil)	-	-
3	Manoj Kr. Ganguly, Chief Financial Officer	5.19 (P.Y. 3.60)	44.17	-1.13:1
4	Chandan Gupta, Company Secretary cum Compliance officer	6.03 (P.Y. 5.03)	19.85%	-1.61:1

Note: i. The median remuneration of employees of the company during the financial year was Rs. 1.27 Lakh.

ii. There were 1339 employees (including 1191 permanent labour & 142 temporary labour) on the rolls of the company as on 31.03.2025. iii. It is hereby affirmed that the remuneration paid during the year ended 31st March, 2025 is as per the Remuneration Policy of the Company

iv. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: a) Employed throughout the year

1. Shri Manoj Kumar Ganguly has been appointed as Chief Financial Officer

2. Shri Chandan Gupta has been appointed as Company Secretary cum compliance officer b) Employed for part of the year: Nil

v. List of Top 10 employees in terms of remuneration drawn as per Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 are stated in Annexure V.

35. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and sale operations. The Companys policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

36. BUSINESS RESPONSIBILITY REPORT

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the submission of the Business Responsibility and Sustainability Report (BRSR) is mandatory for certain categories of listed companies based on specified criteria. For companies listed on the SME platform, including ours, BRSR reporting is currently not mandatory but voluntary as per SEBIs clarifications and FAQs. Accordingly, the Company has not submitted a BRSR for the financial year 2024 25.

The Company recognizes the growing importance of Environmental, Social and Governance (ESG) disclosures and may consider adopting voluntary reporting in future years in line with evolving regulatory practices and stakeholder expectations.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, and the rules therewith, the Company does not meet the prescribed criteria for applicability of CSR provisions. Accordingly, the CSR requirements are not applicable to the Company for the financial year 2024 25.

38. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts.

39. ONE-TIME SETTLEMENT WITH BANKS OR LENDING INSTITUTIONS, IF ANY

During the year under review, the Company has not entered into any one-time settlement with Banks or lending institutions.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING

CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

41. WEBSITE OF THE COMPANY

Your Company maintains a website www.indongteaco.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

42. GREEN INITIATIVE

As a responsible corporate citizen, the Company supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report to Shareholders at their email address previously registered with DPs and RTAs.

Your Company had already adopted the green initiative by dispatching the Annual Report, Notices, other communications, etc., through e-mail to its Shareholders, whose e-mail address are registered with relevant Depository Participants / RTA / Company. Shareholders are requested to support this initiative by registering / updating their e-mail address for receiving Annual Report, Notices, other communications, etc. through e-mail.

Your Company is dispatching the Annual Report & Notice of the AGM along with other documents required to be annexed thereto to the Shareholders through e-mail at their registered e-mail address. Such documents are also available on the website of the Company at www.indongteaco.com.

Shareholders who have not registered their e-mail addresses so far are requested to follow the procedure as mentioned in the Note to the Notice calling AGM to receive the Annual Report & the Notice of the AGM and other documents relating thereto through electronic mode and to enable their participation in the AGM. Those holding shares in demat form can register their e-mail address with their concerned DPs.

43. ACKNOWLEDGEMENT

Your directors wish to place on record their profound gratitude to the Financial Institutions, Banks, Central and State Government authorities, Regulatory bodies, Stock Exchanges, and all valued stakeholders for their steadfast support and cooperation extended to the Company throughout the year under review.

They also express their sincere appreciation to the shareholders for the trust and confidence reposed in the Company, which continues to inspire the management and the entire team.

Further, your directors acknowledge with great appreciation the dedication and hard work of all employees across all levels, and they look forward to their continued commitment and enhanced contributions in the years ahead to drive the Companys growth and success.

	For and on Behalf of the Board
Registered Office:
4/1, Middleton Street,	Sd/-	Sd/-
Sikkim Commerce House	Hariram Garg	Rajesh Garg
5th Floor, Kolkata-700071	(DIN: 00216053)	(DIN: 00471803)
Date: 1st September, 2025	Managing Director	Non-Executive Director