Indong Tea Company Ltd Directors Report

To The Members of Indong Tea Company Limited

Your directors are pleased to present the 36th Annual Report and the audited accounts for the year ended 31st March, 2026.

1. FINANCIAL SUMMARY

(Rs. In Lakh)

Particulars	31.03.2026	31.03.2025
INCOME
Revenue from Operation	2,300.49	3,033.45
Other Income	34.62	12.72
Total Income	2,335.11	3,046.17
Profit before finance costs, depreciation, exceptional items and taxation	202.21	315.15
Less: Finance Costs	68.38	92.45
Profit before depreciation, exceptional Items and Taxation	133.82	222.68
Less: Depreciation and Amortization Expenses	224.30	187.08
Profit/(Loss) before exceptional items and taxation	(90.47)	35.62
Add/(Less): Exceptional Item	-	-
Profit/(loss) before Tax	(90.47)	35.62
Less: Tax expense	(7.81)	3.34
Profit / (Loss) for the year	(82.66)	32.28
OCI Income for the year (Net of Tax)	114.00	(29.59)
Total comprehensive income / (loss) for the year	31.35	2.68
Earnings per share (of Rs 10/- each) - Basic and Diluted (In Rs.)	0.16	0.01

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 recorded revenue from operations of 2,300.49 lakh as against 3,033.45 lakh in the previous year. The Company earned a profit before depreciation, exceptional items and taxation stood at 133.82 lakh as compared to 222.68 lakh in the previous year. During the year, depreciation and amortization expenses increased to 224.30 lakh from 187.08 lakh in the previous year. Consequently, the Company reported a loss before tax of 90.47 lakh as against a profit before tax of 35.62 lakh in the previous year. After considering tax expense, the loss for the year stood at 82.66 lakh as compared to a profit of 32.28 lakh in the previous year. The decline in revenue and profitability was mainly attributable to challenging conditions prevailing in the tea industry, particularly in the Dooars region of West Bengal. The industry continued to face pressure from increased wage costs and higher expenditure on cultivation, production and other operational activities. Further, tea prices remained under pressure during the year, resulting in lower realizations from the sale of tea.

The Companys performance was also affected by comparatively lower rainfall during the year as against the previous financial year. The inadequate rainfall adversely impacted tea crop productivity and production volumes, thereby affecting the Companys overall operational and financial performance.

It is pertinent to note that the challenges faced during the year were not specific to the Company but were prevalent across the tea industry in West Bengal, particularly in the Dooars region. Increased operating costs, subdued tea prices and unfavourable climatic conditions collectively affected the performance of tea-producing companies in the region.

Despite reporting a net loss for the year, the Company continued to maintain positive operating performance before depreciation and amortization. The profit before depreciation, exceptional items and taxation stood at 133.82 lakh, demonstrating that the Companys core operations continued to generate positive operating results. The net loss was primarily impacted by depreciation and amortization expenses, together with the prevailing adverse business conditions.

The Directors and management remain committed to improving operational efficiency, optimizing costs, enhancing productivity and creating sustainable value for shareholders. Continuous efforts are being made to strengthen the Companys operations and improve its financial performance. The management remains cautiously optimistic about the Companys prospects and expects that improvement in climatic conditions, tea prices and operating efficiencies will support better performance in the coming years.

Graphical Representation of the financial performance are given below: -

Details of Tea Crop (Green leaf) harvested, Tea Leaves Purchased from small growers and Tea made are as follows:

Particulars	31.03.2026	31.03.2025
Tea Crop (Green leaf) harvested (In KG)	45,16,139	45,65,976
Tea Leaves Purchased from small growers (In KG)	-	22,543
Tea Produced (In KG)	10,61,209	10,60,376

3. DIVIDEND

As the company has incurred a loss during the financial year, therefore, The Board has not declared any dividend for the financial year 2025-26.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31, 2026 was Rs. 19,42,10,480/- comprising of 1,94,21,048/- no of Equity Shares @ Rs. 10/- per Shares. There is no change in share capital during the year.

5. TRANSFER TO GENERAL RESERVE

Your directors do not propose to transfer any funds to the General Reserve for the F.Y. 2025-26. The Balance in Other Equity stands at Rs. 4,101.58 Lakh (P.Y. Rs. 4,137.17 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.

7. 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.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company.

9. 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, 2025 is provided in Annexure I.

10. 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.

11. CERTIFICATIONS & RECOGNITIONS

During the current financial year F.Y. 2025-26, ‘Indong Gold Tea has been fetching the highest prices every year, The latest highest price in CTC Category through auction sale at any auction center is Rs. 1,226/-

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.

12. 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

viii) All Factory Machineries have been thoroughly overhauled for smooth and trouble-free running during the season.

B) Plantation / Garden

111065 Nos. of Plants have been infilled in vacancy sections. A nursery with a capacity of 10 lakhs plants is being planned/raised in view of the proposed massive planting programme in 2026-27 in unutilised virgin areas.

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 & extension planting.

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 had been issued by the garden authority.

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. Out of 3 Projects, work for 2 have been completed and commissioned and for the balance 1, survey is in progress.

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) Construction of Creche

As Sanctioned by the Addl. Labour Commissioner, Govt. of WB under his Memo No. 1736(12)/Addl. LC/SLG, dated 22.12.2022 and on obtaining the required NOC from the garden authority, Construction of One CRECHE has been completed last year in a prominent place in the garden near the tea plantation area for the Children of the Working Mothers.

Labour Department, Govt. of WB under its Memo No. 129/Addl. LC/SLG, dated 20.01.2025 has also sanctioned 02(Two) Nos. of Toilets for Female Workers and NOC for construction of the same has been issued by the garden management under its letter dated

22.01.2026.

H) Construction of Resting Sheds

Construction of 03 Nos. of Resting Sheds for the Workers of the garden has been sanctioned by the Govt. of WB, North Bengal Development Department under "Cha Shramik Ashray Yojana". NOC for the same has been issued by the garden authority on

20.06.2026. The scheme is expected to be implemented within this financial year.

I) 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.

J) 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.

K) 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).

13. 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.

14. 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.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Director

The Directors of the company as on 31.03.2026 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

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

Till the date of signing of the Director Report, Shri Hariram Garg has voluntarily decided to step down from the position from Managing Director citing his personnel reason. However, he has decided to continue as Chairman & Non-executive Director and continue in the Board.

Upon resignation from the position of Managing Director, pursuant to the recommendations of the Nomination and Remuneration Committee the Board of Directors of the Company at its meeting held on 28^th August, 2026, the Board has recommended to appoint Shri Rajesh Garg, who is presently acted in the board function as Non-Executive Director Capacity, as new Managing Director of the company subject to approval from the members at the ensuing 36^th Annual General Meeting of the company to be held on 28^th September, 2026 with no remuneration.

The tenure of Shri Rajnish Kumar Kansal as an Independent Director of the Company is scheduled to expire on 3rd February, 2027. Since the remaining tenure is less than six months and there will be no board meeting except , the Board of Directors, at its meeting held on 3rd September, 2026, has considered and recommended the re-appointment of Shri Rajnish Kumar Kansal as an Independent Director for a further term of five consecutive years, subject to the approval of the members and in accordance with the provisions of the Companies Act, 2013 and the applicable rules made thereunder.

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)

Shri Chandan Gupta, Company Secretary cum Compliance Officer had resigned from his position on 21^st January, 2026.

Consequent to his resignation, Shri Akash Poddar was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 22^nd January, 2026. Shri Akash Poddar subsequently resigned from the said position with effect from the close of business hours on 31st March, 2026.

Following the resignation of Shri Akash Poddar, the Board once again approached Shri Chandan Gupta for the said position. Upon receipt of his consent, Shri Chandan Gupta has been once again appointed as the Company

Secretary cum Compliance Officer & Group CS of the Company with effect from 11th May, 2026.

At Present, the Company have 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 & Group CS

Remuneration and other details of the KMPs for the year ended 31st March, 2026 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.

16. 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 31^st March, 2026, 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 31^st March 2026 and of the Profit and Loss for the period ended on 31^st March, 2026.;

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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

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

MEETING

A. Board Meeting

The Board met 13 times during the financial year 2025-26. 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 6 times during the financial year 2025-26. 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 2 time during the financial year 2025-26. 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 3 times during the financial year 2025-26. 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 2025-26. 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 24^th September, 2025. 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

No EGM was held during the year 2025-26.

23. 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.

24. 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 32^nd Annual General Meeting of the Company which was held on 29^th September, 2022 and will continue to hold the office until conclusion of 36^th Annual General Meeting of the Company to be held in the year 2026.

M/s. Agarwal Kejriwal & Co (FRN No 316112E), Chartered Accountants, Statutory Auditors of the Company, have completed their existing term as Statutory Auditors of the Company.

The Board of Directors, based on the recommendation of the Audit Committee, has proposed the re-appointment of M/s. Agarwal Kejriwal & Co, Chartered Accountants, as Statutory Auditors of the Company for a second term of five consecutive years, commencing from the financial year 2026-27 and continuing until conclusion of 41^st Annual General Meeting of the Company to be held in the year 2031 subject to the approval of the Members of the Company at the ensuing AGM and such other approvals as may be required under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

M/s. Agarwal Kejriwal & Co, Chartered Accountants, as Statutory Auditors have confirmed their consent to their re-appointment and have further confirmed that their re-appointment, if made, shall be in accordance with the provisions of the Companies Act, 2013 and that they satisfy the eligibility and other applicable requirements prescribed under the Act.

The Board recommends the proposed re-appointment of M/s. Agarwal Kejriwal & Co, Chartered Accountants, as Statutory Auditors of the Company for the further period of 5 years subject to the approval of the Members at the ensuing Annual General Meeting.

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 F.Y. 2025-26 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

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the amended provisions of SEBI Listing Regulations, the Members of the Company at the Annual General Meeting held on 24^th September, 2025 approved the appointment of M/s. Puja Pujari & Associates, Proprietor - CS Puja Pujari (FCS No 13102, COP 20171) Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct secretarial audit for a period of 5 (Five) years commencing from F.Y. 2025-26 to F.Y. 2029-30.

The Secretarial Auditors report issued by M/s. Puja Pujari & Associates, Practicing Company Secretaries in Form MR-3 is annexed herewith as "Annexure- III" of this

Report.

The report of the Secretarial Auditors is self-explanatory, and it does not contain any qualification, reservation, adverse remark or disclaimer in the report issued by M/s. Puja Pujari & Associates, Practicing Company Secretaries.

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. 2025-26.

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. 2026-27.

25. 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.

26. 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.

27. 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.

28. 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.

29. 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 2025-26 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.

30. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have subsidiary, Joint Venture and Associate Company during the Financial Year 2025-26.

31. 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.

32. 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

Name of the Director/KMP	Designation	Remuneration of Director/ KMP for FY 2025-26 (Rs. in Lakh)	% Increase / (Decrease) in Remuneration in FY 2025-26	Ratio of remuneration of each director / to the median remuneration of employees
1 Shri Hariram Garg	Managing Director	30.00	25.00%	0.61:1
2 Shri Madanlal Garg	Non- Executive Director	0.12	200%	-96.67:1
3 Shri Rajesh Garg	Non- Executive Director	0.14	180%	-82.71:1
4 Smt. Rama Garg	Non- Executive Women Director	0.14	180%	-82.71:1
5 Shri Akhil Kumar Manglik	Independent Director	0.14	180%	-82.71:1
6 Shri Sushil Kumar Nevatia	Independent Director	0.14	180%	-82.71:1
7 Shri Rajnish Kumar Kansal	Independent Director	0.12	--	--
8 Shri Manoj Kumar Ganguly	Chief Financial Officer	4.44	-14.45%	-1.64:1
9 Shri Chandan Gupta#	Company Secretary cum Compliance officer	5.66	--	--
10 Shri Akash Poddar##	Company Secretary & Compliance officer	1.61	--	--

# Shri Chandan Gupta has resigned from his position on 21^st January, 2026.

## Shri Akash Poddar was appointed on 22^nd January, 2026 and also resigned from his position on 31^st March, 2026

Note: i. The median remuneration of employees of the company during the financial year was Rs. 2.20 Lakh.

ii. There were 1289 employees (including permanent & temporary labour) on the rolls of the company as on 31.03.2026.

iii. Average percentage increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

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:

1. Shri Chandan Gupta has been resigned from his position as Company Secretary cum compliance officer on 21^st January, 2026.

2. Shri Akash Poddar has been appointed as Company Secretary & Compliance Officer on 22^nd January, 2026 and also resigned from his position on 31^st March, 2026

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.

vi. It is hereby affirmed that the remuneration paid during the year ended 31st March, 2026 is as per the Remuneration Policy of the Company.

33. 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.

34. 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 2025 26.

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.

35. 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 2025 26.

36. 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.

37. 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.

38. 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.

39. 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.

40. 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. The annual report of the company is also available on the website of the Company at https://www.indongteaco.com/annual-report.html

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.

41. 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: 3rd September, 2026	Managing Director	Non-Executive Director