Jay Shree Tea & Industries Ltd Directors Report

Dear Shareholders

We are pleased to present the 79th Annual Report of the Company accompanied by the Audited Statement of accounts for the year ended 31st March 2025:-

FINANCIAL RESULTS

(Rs in lakh)

	31st March 2025	31st March 2024
Revenue from operations	84972	72925
Profit before finance costs, depreciation and tax	18907	6208
Less : Finance costs	3915	3742
Profit before depreciation and tax	14992	2466
Less : Depreciation/Amortisation expenses	2179	2080
Profit/(Loss) before tax	12813	386
Deferred Tax Charge /(credit)	(84)	(1169)
Profit/(Loss) for the year	12897	1555

EQUITY DIVIDEND

The Company entered its 80th year of its remarkable journey and celebrated it on 2nd March,2025. On this joyous occasion the Board decided to recommend a dividend of 10% i.e 0.50 paise per share (Fifty paise per share) on the face value of Rs5 each for your approval. This will be taxable in the hands of the shareholders. Last year no dividend was paid.

SHARE CAPITAL

During the year ended 31st March, 2025 there is no change in the issued and subscribed capital of the Company. The Company paid up share capital remains at Rs1443.87 lakh comprising of 2,88,77,488 equity shares of Rs 5/- each as on 31st March, 2025. The authorized share capital of the Company is Rs6225 lakh.

TRANSFER TO RESERVES

The Board decided not to transfer any amount to the general reserves out of the retained earnings for the year ended 31st March,2025.

REVIEW OF PERFORMANCE

All India Tea production declined by more than 6% at 1285 mn. Kg as against 1368 mn. Kg last year. The demand for tea is increasing due to rising health awareness, organic tea and e-commerce practices. Another source of support for the Tea industry in India is tea cafes which are reshaping urban tea culture.

The Indian tea industry is renowned worldwide for its exceptional quality, diverse product range, unique flavours and regional specialities. From the robust flavours of Assam to the aromatic finesse of Darjeeling Indian teas continue to captivate global palates.

The Fertilizer division of the Company at Kolkata maintained its quality standard and improved its sales. The Company continued to provide full support to farmers by making SSP of good quality available to them in maximum quantity to grow their production. The strong network of dealers, retailers and well known Annapurna Brand helped the Company to improve its market share.

Considering the operational challenges faced by sulphuric acid plant at Pataudi, Gurugram, Haryana the Board took a decision in 2nd quarter and after careful deliberations approved the closure of the said plant and disposal of the same. So in terms of your approval in the Annual General Meeting held on 9th August,2024 the Company sold and finalized the transaction concerning the land and the plant thereat adhering to applicable laws.

India sugar production has reached 25.49 million tonnes in the 2024-25 season, down 18 per cent from a year ago. The production fall is attributed to a decline in output in the country top three sugar producing states of Maharashtra, Uttar Pradesh and Karnataka. The output was affected by El Nino and limited ground water resources for irrigation. India is significantly increasing ethanol blending in petrol as part of its Ethanol Blended Petrol (EBP) program. The program aims to reduce reliance on fossil fuels, boost energy security, and improve air quality. India has already achieved a 18.36% ethanol blending with petrol against target of 20% by 2025, with a longterm goal of 30% by 2030.

The major factors attributing to the operations of the company are:

i) Increase in Cachar and Assam crop and decrease in crop of Dooars and Terai

ii) All round improvement in prices of tea due to shortage of production

iii) Reduction in cost of production by optimization of labour efficiency and other inputs

iv) The Single Superphosphate Plant at Khardah, West Bengal improved its performance by increase in market share and hike in subsidy by Rs. 1264/- per M.T. w.e.f 1st April,2024

v) Improvement in cane varieties and increase in the prices of sugar

Tea Estates

All India production dipped by 83 million kg. in 2024 at 1285 million kg. compared to 1368 million kg. in 2023. The climate change and erratic weather conditions and the early closure of tea estates by Tea Board have affected the crop output. The effect of climate change is making Indian tea uncompetitive in global market because Kenyan region receives rainfall throughout the year and temperature is always under control whereas Indian regions are witnessing reduced rainfall and temperatures ranging from 35-40 degree Celsius.

The silver lining this year was better price realisation and growing exports. The tea prices in India increased by Rs.40/50 per kg depending upon quality because of shortfall in production. Sri Lanka Crop loss added impetus to demand for Indian Orthodox. The pro-active steps taken by the Tea Board to the issue of Maximum Residue Limit (MRL) content helped in increasing the export. Despite geo-political challenges, India tea exports were healthy and the rise in shipment was due to a high-risk appetite of all tea exporters.

Your company own production was at 144.36 lakh kg compared to 143.16 lakh kg last year. The bought leaf production was reduced further from 8.91 lakh kg to 7.37 lakh kg. Average auction price for CTC tea surged by Rs48 per kg during April to November period due to a supply demand gap which softened slightly at a later stage. Your Company maintained very high quality standard and price realization of Cachar and Assam increased by Rs45/- per kg, Darjeeling by Rs59/- and Dooars and Terai by Rs48/- per kg. Your Company took several initiatives to enhance soil health, and created water body through rain water harvesting where it was required and enhanced shade status for achieving good micro-climate conditions in various tea estates of the Company to increase yield and improve quality.

The Government of Assam continued to provide relief to the Tea industry of Assam. We are thankful to the Government & its leadership for extending the benefit of interest subsidy at 3% on working capital and Orthodox subsidy @ Rs10/- per kg for 5 years upto 2027-28 under Assam Tea Industrial Special Incentive Scheme 2020.

There is no material change and/or commitment affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

The Jay Shree Chemicals & Fertilisers, Khardah

The production and sale of Single Super Phosphate increased during the year. The quality parameters maintained by your Company was well appreciated by the farmers of Bengal. The Government has raised the subsidy by Rs1264/- per tonne w.e.f 01.04.2024 and Rs2142/- per tonne w.e.f 01.04.2025.

The figures of production and despatches are as under:

	Production (M.T.)		Despatch (M.T.)
	2024 2025	2023 2024	2024 2025	2023-24
Single Super Phosphate	79920	75584	78751	72314

Sugar Division

The sugar mill at Bihar produced 45428 tonnes of white sugar in the year compared to 43628 tonnes last year. The sugarcane crushed was 546928 tonnes in the year compared to 542493 tonnes last year. The recovery in sugar season 2024-25 was 9.91% compared to 9.80% in the previous year. The cane development work is an ongoing process and the Company took various initiatives to enthuse its farmers to sow better seeds and cover more areas under plantation to increase the availability of sugarcane.

The sugar refinery project set-up by the Company in earlier years to refine the sugar has improved the quality of sugar and it is the only mill in Bihar to produce organic sugar without the use of sulphur. Throughout the year the sugar prices kept fluctuating and the year ended with some improvement over previous year. The Government of India announced export quota of 1 million tonnes sugar for sugar season 2024-25 and this helped in stabilization of prices.The Government of India permitted use of B heavy molasses for production of ethanol in the month of August.

India 2024-25 sugar production is estimated to be pegged at around 28 mn tonnes compared to 31 mn tonnes last year. There was strong opening stock and the availability of sugar was enough to cater to the domestic requirement. Next year production is expected to be higher and there will be assured supply of sugar for domestic consumers as well as ethanol blending program. Amid a drop in sugar production the Government of India increased the Fair and Remunerative Price (FRP) of sugarcane for the season 2025-26 by Rs15 per quintal to Rs355 per quintal for basic recovery rate of 10.25%.

The Government is yet to take a decision on the implementation of an integrated pricing framework aimed at linking the Fair and Remunerative Price (FRP) of sugarcane with the Minimum Selling Price (MSP) of sugar and the pricing of ethanol.

During the year the oil marketing companies secured 370 crore litre of ethanol in which the sugar segment contributed around 49% and 51% was contributed by grain based ethanol. The blending percentage target of 20% set by the Government has been achieved to the extent of 18.36% which is increasing every passing day. The Government should now revise long overdue prices of ethanol manufactured from B-heavy molasses

Export of Tea

Indian moved up to become 3rd largest Tea exporter globally in the year 2024 by surpassing Sri Lanka. India tea export soared to a 10 year high of 255 million kg compared to 232 million kg last year i.e an increase of around 10%. Your Company increased its export and exported tea worth Rs99.52 Crore as against Rs83.05 Crore last year i.e an increase of around 19%. Your Company exports tea to more than 25 countries with Germany,UAE,Russia,USA,UK and Japan as its major markets. Your Company Assam and Darjeeling tea are considered one of the finest in the World. The marketing team is taking several initiatives to boost up export by opening up new avenues and supplying different varieties of quality teas.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Bidhanagar Tea Co. Pvt Ltd and Basant Stays Pvt Ltd are wholly owned subsidiaries of the Company. Birla Holdings Ltd, UAE the off-shore investment arm of the Company, maintains status quo. The Financial Statements of these subsidiaries are kept for inspection at the registered office of the company and those of respective subsidiary companies. Any member interested to obtain copy of the same may write to the Company separately. These documents shall be made available either in physical form or electronic mode as per Green Initiative of the MCA. Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiary Companies is given in Form AOC-1 and forms an integral part of the Annual Report.

Birla Holdings Limited (BHL) is a wholly owned subsidiary of the company in Dubai (UAE). Kijura Tea Company Limited,Uganda is wholly owned subsidiary of BHL. Bondo Tea Estates Limited, Uganda is a step down subsidiary of BHL. Kijura Tea Estate owned by these companies manufactured 12.35 lakh kg. of tea compared to 20.31 lakh kg. last year. The average sale price realized was USD 0.74 per kg. against USD 0.78 per kg. last year. The cost of production was maintained at USD 0.88 per Kg same as last year. During the year the company recorded a loss of USD 220 thousand (INR 218.77 lakh) on sales turnover of USD 1.01 million (INR 847.71 lakh) against last year loss of USD 308 thousand (INR 257 lakh) on sales turnover of USD 2.40 million (INR 1961 lakh).

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance as per SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance.

The declaration by the Chairperson & Managing Director stating that all the Board members and Senior Management personnel have affirmed their compliance with the Company Code of Conduct for the year ended 31st March 2025 is forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company continues to carry out its activities in the areas of education, sports and preventive health care. These projects are in accordance with Section 135 of the Act and the Company CSR policy.

The composition of the members of CSR Committee remains the same namely: Mrs.Jayashree Mohta, Chairperson & Managing Director alongwith Mr.H.V.Kanoria, and Mr.Vikash Kandoi as members.

CSR Policy is placed on the website of the company "www. jayshreetea.in". The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline and contents of the CSR policy are annexed and forms an integral part of this Report.

PROSPECTS

The domestic growth of tea is showing good early signs of positive framework. However weather related disruptions and market volatility continue to pose risk. There is a need for continuous reduction in cost and its regular monitoring as there is still uncertainty in the industry. The tariff announcement by the US President and the recent Indo-Pak tensions have triggered a broad based risk across the globe which might affect export to an extent. The Government of India has initiated diplomatic discussion with US and other Countries aiming to strike a balanced trade deal and minimize adverse consequences. Your Company is targeting improvements in productivity, quality, and value addition. Going ahead, the company will focus on enhancing the production of tea with quality standard.

The outlook for sugar & fertilizer industry remains positive. The sugar industry is poised for a positive outlook in the 202526 season, with projections indicating a significant rebound in sugar production. This optimism is fueled by favorable monsoon predictions, increased sugarcane planting, improved cane varieties and government support through Fair and Remunerative Price (FRP) hikes. There a growing interest in SSP production due to its cost-effectiveness and suitability for diverse crops. The Nutrient-Based Subsidy (NBS) scheme encourages balanced fertilizer use, promoting the use of P&K fertilizers alongside urea. The industry is undergoing a transformation due to technological innovations, including the development of nano fertilizers and micro-nutrients. SSP provides both phosphorus and sulfur, essential nutrients for plant growth and crop yield. SSP production is generally less expensive than other complex fertilizers, making it a more affordable option for farmers. Your Company is targeting higher production with reduced cost and modernizing and/or develop

a new plant and produce SSP in granulated form also to improve its market share.

Your Company is moderating on working capital outlay and emphasis on optimum capital utilization to reduce cost of fund and enhance value in the hands of shareholders.

DIRECTORS Rs RESPONSIBILITY STATEMENT

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 202425 are in conformity with the requirements of the provisions of Section 134(3)(c) read with Section 134(5) and all other applicable provision of the Companies Act, 2013 and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company financial condition and results of operations. The Statutory Auditors, Singhi & Co.,Chartered Accountants, Kolkata have audited these financial statements.

Based on the same, your Directors further confirm that according to their information:

i. in the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

ii. the accounting policies selected by directors are consistently followed and applied and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts have been prepared on a going concern basis.

v. that there is adequate proper internal financial controls with reference to the financial statement have been laid down for the company and such internal financial controls are adequate and were operating effectively.

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

BUSINESS RESPONSIBILITY REPORT (BR)

In terms of SEBI (LO DR) Regulations 2015, Top 1000 listed entities are required to submit as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, social and Governance perspective. Your company does not fall under this category. However, BR Report on environment, human resources and principle wise performance in short forms part of the Management discussion and analysis report.

PARTICULARS OF EMPLOYEES

The Information as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules 2014 are given in the Annexure forming part of the Report.

PUBLIC DEPOSITS

The company has not accepted or renewed any deposit during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, Guarantees and investment covered under the provisions of Section 186 of the Companies Act, 2013 is given in the Standalone Financial Statement forming part of the Annual Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has a comprehensive internal control and mechanism, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company internal control system is commensurate with its size, scale and complexities of operations.

Business risks and mitigation plans are reviewed on timely intervals and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are rigorously reviewed and the reports are shared with the Management for timely corrective actions, if any. The main focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry. During the year under review, there were no elements of risk which in the opinion of the Board of Directors threaten the existence of the Company. Risks do arise in the businesses of the Company which are mitigated in accordance with the Risk Management Framework and Policy.

The company internal control systems are periodically tested and supplemented by extensive program of internal audit by independent firms of Chartered Accountants. Audits are finalized and conducted based on internal risk management. Significant findings are brought to the notice of the Audit Committee of the Board and corrective measures are recommended for implementation.

RISK MANAGEMENT

The company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures, which shall be responsible for framing, implementing and monitoring the risk management plan of the company. Jay Shree Tea is committed to manage its risk in a proactive manner. Though risks cannot be completely eliminated, an effective risk management plan ensures that risks are reduced, avoided, retained or shared.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Necessary information on conservation of energy, technology absorption, foreign exchange earnings and outgo, required to be given pursuant to the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is presented in Annexure to this Report.

ENVIRONMENT AND SAFETY

The company is conscious of clean environment and safe operations. It ensures safety of all concerned, compliance with environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the company has an internal policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

STATUTORY AUDITORS AND AUDITORS Rs REPORT

In the Annual General Meeting held on 2nd August,2022 Singhi & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for a period of 5 years upto 31.03.2027 in terms of the provisions of the Companies Act, 2013 at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors from time to time. No ratification of their appointment is required as per notification dated May 7, 2018 issued by the Ministry of Corporate Affairs. The Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

The Auditors Report form part of this Annual report. The Report does not contain any qualifications.

COST AUDITORS

The Audit Committee in its meeting held on 19th May, 2025 has recommended the reappointment of D. Sabyasachi & Co., the Cost Auditor to conduct the cost audit of the company for the financial year 2025-26 in terms of section 148(3) of the Companies Act, 2013. Accordingly the Board appointed the said firm of Cost Accountants to carry out the cost audit for the year 2025-26 on the remuneration as recommended by the Board to be fixed by members in the ensuing Annual General Meeting of the Company.

INTERNAL AUDIT

The Company continued to engage reputed firms of Chartered Accountants as its internal auditors at its units and tea estates. Their scope of work and the plan for audit is approved by the Audit Committee. The report submitted by them is regularly reviewed and their findings are discussed with the process owners and suitable corrective action taken on an ongoing basis to improve efficiency in operations.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed MR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the company. The report of the Secretarial Audit is annexed herewith. Regarding observations: (a) The company had a pending case under Section 58(A) of the Companies Act, 1956 with the court relating to acceptance of a small amount during the period of approval of form by the Board and its filing with ROC and the matter is subjudice (b) Regarding delay of one day in filing of Related Party Disclosure, the Company has taken note and will be cautious of timeline in future.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Companies Act, 2013, Mr.Vikash Kandoi (DIN:00589438) retires by rotation and being eligible offers himself for reappointment. The Board recommends his reappointment.

The Board appointed Mr.Amarmeet Singh Nain (DIN:08030325) as an Additional Director on 19th May, 2025 who shall hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a member proposing his appointment as a director. Mr.Amarmeet Singh Nain, a Hons. graduate in Agriculture Food Technology, with 35 years of experience in Tea Industry had joined the Company as Chief Operating Officer with effect from 7th May,2024. The Board recommends to appoint him as an Executive Director designated as "Director-Tea" for a period of 3 years. A resolution has been included in the Agenda of the ensuing Annual General Meeting of the Company, which we recommend.

A brief profile of Directors proposed as above has been provided in the Notice convening the AGM.

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.

There is no change in the Key Managerial Personnel during the year.

OTHER DISCLOSURES

EXTRACT OF ANNUAL RETURN

The details for the financial year ended 31st March, 2025 has been provided in our website at www.jayshreetea.in.

NUMBER OF BOARD MEETINGS

The Board of Directors met five times during the year ended 31st March, 2025. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

COMPOSITION OF COMMITTEE OF DIRECTORS

The Board has constituted the following Committees of Directors:

(a) Audit Committee,

(b) Nomination & Remuneration Committee,

(c) Stakeholder relationship Committee

The detailed composition of the above Committees along with number of meetings and attendance at the meetings are given in Corporate Governance Report.

(d) Corporate Social Responsibility Committee

The detailed composition of the above Committee is given under the head Corporate Social Responsibility (CSR).

ANNUAL GENERAL MEETING

Annual General Meeting of the Company is scheduled to be held on Tuesday, the 12th August,2025.

WHISTLE BLOWER POLICY

The company has formulated Whistle Blower Policy in terms of Section 177(9) of the Companies Act, 2013 the details of which is being provided in the Corporate Governance Report. The Whistle Blower Policy has also been posted on the website of the Company.

RELATED PARTY TRANSACTIONS

All the related party transactions for the year under review are entered on arm length basis and are in compliance with the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc, which may have potential conflict with the interest of the Company at large. All related party transactions are presented to the Audit Committee and the Board for its approval.

The related party transactions policy as approved by the Board is uploaded on the Company website "www.jayshreetea.in".

The details of the transactions with related party is given in the Standalone Financial Statement forming part of the Annual Report.

EVALUATION OF BOARD PERFORMANCE

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the performance evaluation of the Board was carried out during the year under review. The Board of Directors expressed their satisfaction with the evaluation process. More details on the same is given in the Corporate Governance Report.

APPRECIATION

The Board wishes to place on record its appreciation of the efforts put in by your company workers, staff and executives.

	For and on behalf of the Board
	Jayashree Mohta
	(Chairperson and Managing Director)
Kolkata, 19th May, 2025	(D!N:01034912)