James Warren Tea Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the Seventeenth Annual Report of the Company along with the Audited Financial Statements for the year ended 31st March, 2026.

FINANCIAL RESULTS

(Rs in Lakhs)

Particulars	FY 2025-26	FY 2024-25
i. Revenue from Operations	11,138.53	16,598.69
ii. Other Income	381.47	443.35
iii. Total Income	11,520.00	17,042.04
iv. Expenses other than Finance Cost and Depreciation	9,997.41	13,472.62
v. Earnings Before Interest, Depreciation, Taxation and Amortization (EBITDA)	1,522.59	3,569.42
vi. Finance Cost	-	-
vii. Depreciation	186.04	247.64
viii. Profit/(Loss) before Tax & Exceptional Item	1,336.55	3,321.78
ix. Exceptional Items	-	7,077.08
x. Profit/(Loss) before Taxation (PBT)	1,336.55	10,398.86
xi. Tax including Deferred Tax	94.34	259.30
xii. Profit/(Loss) for the period	1,242.21	10,139.56
xiii. Other Comprehensive Income (OCI)	(228.27)	41.58
xiv. Total Comprehensive Income for the period (Comprising Profit/(Loss) and OCI for the period)	1,013.94	10,181.14

STATE OF COMPANYS AFFAIRS AND OPERATIONS

During the current year under review, revenue from operations of the Company stood at 11,139 lakhs (PY. 16,599 lakhs) while EBITDA is at 1,523 lakhs (PY. 3,569 lakhs). Profit after tax of your Company stood at 1,242 lakhs (PY. 10,140 lakhs).

DIVIDEND

In order to conserve the resources for future requirements of the Company, your Board does not recommend any dividend for the financial year under review.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company and the Company continues to concentrate on its core tea business.

DEPOSITS

Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

TRANSFER TO RESERVES

Your Company has not transferred any amount in the general reserve for the financial year ended 31st March, 2026.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘A.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees in terms of the remuneration is attached as Annexure ‘B.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is attached as Annexure ‘C.

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to undertake Corporate Social Responsibility (CSR) activities in compliance with the provisions of Section 135 read with schedule VII (as amended from time to time) of the Companies Act, 2013 and the Companies Corporate Social Responsibility Policy Rules, 2014. Your Company is at the forefront of CSR and sustainability initiatives and practices. Your Company believes in creating a meaningful and lasting impact while contributing to the development of a just, equitable, humane and sustainable society.

The composition of the CSR Committee is disclosed in the Corporate Governance Report forming the part of the Annual Report. The CSR Policy of the Company is available on the Companys website at https://www.jameswarrentea.com/corporatepolicies. The Annual Report on CSR Activities is attached as Annexure ‘D to this report.

COMPANYS WEBSITE

The Companys website www.jameswarrentea.com, displays the Companys businesses up-front on the home page. The site carries a comprehensive database of the Companys and its Directors profiles, business activities, financial results, shareholding pattern, etc.

The Company ensures that all mandatory information and disclosures required under the Companies Act, 2013, the Companies (Applicable Rules) Rules, 2014, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, are made available on the website in a timely manner.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Details of Board Meeting

During the year under review, 4 (four) board meetings were held on 29th May, 2025, 13th August, 2025, 11th November, 2025 & 6th February, 2026.

The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred Twenty) days.

Retirement by Rotation

Mr. Anil Kumar Ruia, Non-Executive Director of the Company, will retire by rotation and being eligible, offered himself for re-appointment at the ensuing Annual General Meeting (AGM).

Appointment & resignation of Directors & KMP

During the year under review following are the changes in the Directors & KMP-

- At the Board meeting held on 29th May, 2025, Mr. Sandip Das was re-appointed as a Whole-time Director (designated as Whole-time KMP) of the Company w.e.f. 25th July, 2025 which was duly approved by the shareholders at the 16th AGM of the Company held on 11th September, 2025.

Further, following are the changes in Director & KMP that took place between the end of financial year and date of report:

- At the Board meeting held on 29th May, 2026, Mr. Sandip Das was re-appointed as a Whole-time Director (designated as Whole-time KMP) of the Company w.e.f. 25th July, 2026 subject to approval of members at the ensuing AGM.

The present Whole-time KMPs of the Company stands as follows –

- Mr. Sandip Das - Whole-time Director (WTD)

- Mr. Aditya More - Chief Financial Officer (CFO)

- Mrs. Ayushi Mundhra - Company Secretary & Compliance Officer (CS)

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that:

a. they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

b. they have registered their names in the Independent Directors Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

Board Evaluation

The Securities and Exchange Board of India (SEBI) vide its circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/004, dated 5th January 2017, had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its committees and the individual members of the Board.

In accordance therewith, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2025-26. After the evaluation process was complete, the Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated. The Board also ensured that the Committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013 and the Listing Regulations.

The individual Directors performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise so as to make the Company well equipped to face the adverse challenges.

Nomination, Remuneration and Evaluation Policy

Your Company has a well-defined Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company. This policy is in line with the provisions of Section 178 of the Companies Act, 2013, and the Rules framed thereunder, as well as Regulation 19 along with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees), Key Managerial Personnel, Senior Management and other employees and also outlines the process by which the performance of the directors could be evaluated. The Nomination and the Remuneration Committee periodically review the policy to ensure that it is aligned with the requirements under the applicable laws.

During the year in review, there has been no change in the policy. The policy ensures equity and consistency in rewarding the employee on the basis of performance against set of objectives. The Policy is available on our website at https://www.jameswarrentea.com/corporatepolicies.

COMMITTEES OF THE BOARD

As on 31st March, 2026, the Board have 4 (four) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The composition and detailed note on the Committee is provided in the Corporate Governance Report section of this Annual Report.

Recommendation by Audit Committee

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

AUDITORS AND AUDIT REPORTS

(i) Statutory Auditors

M/s. B. Chhawchharia & Co., Chartered Accountants (Registration No. 305123E) continue to hold office of Auditors until the conclusion of 19th AGM to be held in the year 2028. 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 notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments/ explanation. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

(ii) Cost Auditors

The Company had received consent and confirmation of eligibility pursuant to section 148 of the Companies Act, 2013 from M/s. Debabrata Banerjee & Associates regarding their re-appointment as the Cost Auditors of the Company for the financial year 2026-27. Thereafter, the Board of Directors on recommendation of the Audit Committee has re-appointed M/s. Debabrata Banerjee & Associates (Firm Registration No. 003850), Cost Accountants, as the Cost Auditors of the Company for the financial year 2026-27.

Accordingly, remuneration, as recommended by the Board, would be paid to M/s. Debabrata Banerjee & Associates, for the financial year 2026-27, subject to ratification of the members at the ensuing AGM.

The Cost Audit for the previous financial year ended on 31st March, 2025 was conducted by the Cost Auditors and their report does not contain any qualification, reservation or adverse remark.

(iii) Secretarial Auditors

The Secretarial Compliance Report for the financial year ended 31st March, 2026, in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing Regulations, is available on the website of the Company at www.jameswarrentea.com.

Further, pursuant to recent amendments in 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (Membership No.:3811; CP No.:3982), Peer Reviewed, was appointed as the Secretarial Auditor of the Company at the 16th Annual General Meeting of the Company held on 11th September, 2025 to conduct the secretarial audit for a period of 5 years from F.Y. 2025-26 till F.Y. 2029-30.

The Secretarial Audit Report in Form MR-3 for the year ended on 31st March, 2026 is attached as Annexure ‘E, which is self-explanatory and hence do not call for any further explanation and the Report does not contain any qualification, reservation, adverse remark.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Clause (c) of sub section 3 of Section 134 of the Companies Act, 2013, your Directors hereby confirm that:

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

ii. they 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 at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

OTHER INFORMATION

Management Discussions & Analysis Report

The Management Discussion and Analysis Report, in terms of Regulation 34(3) of the Listing Regulations, is attached as Annexure ‘F and forms a part of this Report.

Annual Return

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013, the draft Annual Return (e-Form MGT-7) of the Company for the year ended 31st March, 2026 will be available on the Companys website and can be accessed at www.jameswarrentea.com.

The e-form MGT-7 shall be filed with the MCA within the due date upon the completion of the 17th Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder. Copy of the same shall be furnished on the website of the Company.

Corporate Governance

A separate report on Corporate Governance pursuant to the Listing Regulations is attached as Annexure ‘G and forms a part of this Report.

Code of Conduct

The Board of Directors has laid down the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company. The said code, as amended from time to time is available on the website of the Company at the weblink- https://www.jameswarrentea.com/corporatepolicies.

All the Board Members and Senior Management have affirmed their compliance with the Code and pursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a declaration signed by the Whole-time Director to this effect is at Annexure ‘H and forms a part of this Report.

Particulars of Loans, Guarantees and Investments

The Company has not given any loans or provided any guarantees under Section 186 of the Companies Act, 2013. However, the details of Investments under Section 186 of the Companies Act, 2013 have been provided at notes of the Financial Statements for the year ended 31st March, 2026.

Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report

There were no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year of the Company and the date of this report.

Related Party Transactions

All related party transactions during the financial year were entered in the ordinary course of business and on arms length basis. All related party transactions are reported to and approved by the Audit Committee and Board of Directors. There was no material related party transaction entered into by the Company with the Promoters, Directors, Key Managerial Personnel which may have a potential conflict of interest with the Company at large and as such disclosure in Form AOC-2 is not required.

The policy on dealing with Related Party transactions is disclosed on the Companys website at https://www.jameswarrentea.com/corporatepolicies.

Subsidiaries, Associates or Joint Ventures

Your Company does not have any subsidiary, associate or joint ventures as on 31st March, 2026 and hence disclosure in Form AOC-1 is not required.

Vigil Mechanism (Whistle Blower Policy)

The details on the Whistle Blower Policy are provided in the Report on Corporate Governance as attached to the Report of the Board of Directors.

Risk Analysis

The Board has developed and implemented a risk management policy identifying therein the elements of risk that may threaten the existence of the Company. The Company has in place a mechanism to inform the Board members about the risk assessment, their comparison against benchmarks or standards, and determination of an acceptable level of risk and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

Reporting of Frauds by 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.

Internal Financial Control

Your Company has an adequate Internal Financial Controls in place across all the levels of management as required under section 134(5)(e) of the Companies Act, 2013 and these are reviewed periodically by the Audit Committee. During the year, the internal control system was monitored and evaluated by the Internal Auditors of the Company. No material weakness in the formulation or operations was observed by them. Also, the Statutory Auditors of the Company have conducted audit on the Companys internal financial control over financial reporting and the report of the same is annexed with Auditors Report. The Audit Committee of the Board reviews the Auditors findings and recommendations, and appropriate corrective actions are taken wherever required.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company maintains a zero-tolerance approach towards sexual harassment in the workplace. We are committed to creating and sustaining a safe, respectful, and inclusive work environment for all employees. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), and the corresponding rules, your Company has implemented a comprehensive Policy on the Prevention, Prohibition, and Redressal of Sexual Harassment. This policy applies to all employees, whether permanent, contractual, temporary, or trainees, ensuring that every individual is protected and treated with dignity and respect. We are dedicated to fostering a culture of accountability and providing a supportive mechanism for addressing any grievances related to sexual harassment. The POSH policy is also placed on the Companys website at https:// www.jameswarrentea.com.

The status of the Sexual Harassment complaints during the financial year 2025-26 are as under:

Number of complaints received	NIL
Number of complaints resolved	NIL
Number of complaints pending	NIL

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Listing of Securities in Stock Exchange

The shares of the Company are presently listed at BSE Limited. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid the Listing Fees to the Stock Exchange and the depositories for the financial year 2025-26.

Change in Share Capital

During the year under review, there has been no change in the Share Capital.

Disclosures

a) There is no change in the nature of business of the Company during the financial year 2025-26.

b) There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

c) The industrial relation during the year 2025-26 has been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

Disclosure Relating to Material Variations

As per Regulation 32(1) of the Listing Regulations, there is no significant material variances noted in the Company.

Disclosure with respect to compliance of Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meeting of the Board of Directors and ‘General Meetings issued by the Institute of Company Secretaries of India.

Disclosure under Maternity Benefit Act, 1961

The Company affirms its compliance with the provisions of the Maternity Benefit Act, 1961 (as amended).

Gender-Wise Composition of Employees

In compliance with the principles of Diversity, Equity and Inclusion (DEI), the gender-wise composition of employees of the Company are as follows:

Male	Female	Transgender
1,620	1,918	NIL

Cost Records

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are maintained.

Insider Trading & Structured Digital Database

Your Company has adopted a Code of Conduct for prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and in terms of all subsequent amendments and modifications in this regard. All the Directors, employees and other designated persons, who could have access to unpublished price sensitive information of the Company are governed by this Code. The trading window for dealing with equity shares of the Company remains closed from the end of each quarter till the 48 hours after the declaration of financial results to the Stock Exchange and also during occurrence of any other material events as per the code. During the year under review, there has been due compliance with the said code.

Further, the Company has also in existence a Structured Digital Database as mandated under the above Regulations.

APPRECIATION

The Board of Directors place on record their sincere appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers who have contributed to the growth and performance of your Company.

For and on behalf of the Board of Directors

For James Warren Tea Limited

Sd/-

Sandip Das

Whole-time Director

DIN: 07979791

Sd/-

Manojit Dasgupta

Independent Director

DIN: 07749089

Place: Kolkata

Dated: May 29, 2026