Jay Shree Tea & Industries Ltd Directors Report

Shareholders

We are pleased to present the 80th Annual Report of the Company accompanied by the Audited Statement of accounts for the year ended 31st March 2026 :-

FINANCIAL RESULTS (Rs. in Lakhs)

	31st March, 2026	31st March, 2025
Revenue from operations	91595	84,972
Profit before finance costs, depreciation and tax	3,392	18,907
Less : Finance costs	3,258	3,915
Profit before depreciation and tax	134	14,992
Less : Depreciation/Amortisation expenses	2,164	2,179
Profit/(Loss) before tax	(2,030)	12,813
Deferred Tax Expense/Credit	153	(84)
Profit/(Loss) for the year	(2183)	12,897

EQUITY DIVIDEND

As there is inadequate profit, the Board has decided not to recommend any dividend for the year. Last year the Company paid a dividend of 10% i.e 0.50 paise per share (subject to TDS) on the occasion of celebrating 80th year of its existence.

SHARE CAPITAL

During the year ended 31st March, 2026 there is no change in the issued and subscribed capital of the Company. The Companys paid up share capital remains at 1443.87 lakh comprising of 2,88,77,488 equity shares of 5/- each as on 31st March, 2026. The authorized share capital of the Company is 6225 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,2026. REVIEW OF PERFORMANCE

All India Tea production increased to 1370 mn. kg against 1285 mn. kg recorded last year. Global production declined marginally mainly because of lower production in Kenya and Sri Lanka. The higher crop in India exerted downward pressure on CTC tea prices and average realization remained lower. In contrast orthodox tea prices remained firm, supported by robust demand from Iran and Middle East Countries.

India is the worlds second largest tea producer and the industry gives employment to more than one million workers. Large estates operate under regulatory responsibilities with shouldering of social and other welfare obligations such as housing, healthcare and education. Small growers operate outside the framework, which makes cost differential between the organized and unorganized sector very high.

India commands respect from importing countries because of the quality teas produced by the organized sector complying with Maximum Residues Levels (MRL) requirements and champagne of tea being Darjeeling tea adhering to highest standard of quality and aroma.

In India, despite global disruptions fertilizer availability remained robust for the 2026 Kharif season due to active procurement by the Government as per requirement. This sector was focused on procuring raw materials required for production of Nitrogen (N), Phosphorus (P) and Potassium (K), which is vital for enhancing productivity through balanced, sustainable nutrient management and growth of agriculture produce in the Country.

Indias sugar production in 2025-26 season is around 28 million tonnes which is roughly 8% higher compared to the said period last year. The production in Maharashtra rose by 25% to 9.92 million tonnes and Karnataka by 17% to 4.71 million tonnes. However in Uttar Pradesh it declined by 2% to 8.92 million tonnes. India is significantly increasing ethanol blending in petrol as part of its Ethanol Blended Petrol (EBP) program. This EBP programme is likely to be advanced towards higher blend amid rising crude oil prices and evolving geopolitical conditions. The Government is also considering for faster roll-out of flex fuel vehicles (FFVS). There is installed capacity of around 2000 Crore litres of ethanol (including grain based) and revision in EBP and price is expected soon.

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

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

ii) Reduction in prices of common varieties of tea due to higher production

iii) Optimization of labour efficiency, cut in energy cost and other inputs

iv) The Single Superphosphate Plant at Khardah, West Bengal improved its performance with cost rationalization & better quality. Further there was hike in subsidy by Rs. 2142/- per M.T. w.e.f 1st April,2025

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

All India output was up by 85 million kg. in 2025 at 1370 million kg. compared to 1285 million kg. in 2024. Out of this small growers segment share is approx 50%. Due to no embargo on factory closure by Tea Board, North India December harvest zoomed. There was record orthodox output from North India. Growers who embraced manufacture of orthodox gained significantly.

The tea prices in India decreased by Rs.20 per kg because of increase in production. The pro-active steps taken by the Tea Board to the issue of Maximum Residues Level (MRL) content helped in increasing the export. The silver lining this year was growing exports. Despite geo-political challenges, Indias tea exports were healthy and the rise in shipment was due to a high-risk appetite of all tea exporters.

Your companys own production was at 135 lakh kg compared to 139 lakh kg last year. The bought leaf production was lower at 5.36 lakh kg from 7.37 lakh kg last year. Average price for CTC tea declined by 30 per kg during the year due to a supply demand gap. Your Company maintained very high quality standard and price realization of your teas were down by 14/- per kg. Your Company took several initiatives to enhance soil health, and created water body through rain water harvesting 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 @ 10/- 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 Fertilizer division of the Company manufacturing Single Super Phosphate maintained its quality standard and improved its sales. The Company provided 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 continues to help the Company to improve its market share.

The figures of production and despatches are as under:

	Production (M.T.)		Despatch (M.T.)
	2025-2026	2024-2025	2025-26	2024-25
Single Super Phosphate	85119	79920	94462	78751

Sugar Division

Indias sugar production rose by 8% to 28 mn tonnes compared to 25.64 mn tonnes in the year ago period. The Government had permitted exports of 1.5 mn tonnes for the season. The Fair and Remunerative Price (FRP) of sugarcane set by the Central Government was Rs.355/- per quintal. The State Advised Price (SAP) announced by the Government of Bihar was revised to Rs.390/- per quintal with Rs.10/- subsidy from the Government.

Sugarcane continues to be the main feed stock for production of ethanol in the Country. At present the ethanol from B-heavy molasses is being sold at Rs. 60.73 per BL and C-heavy molasses is Rs.57.97 per BL. Geopolitical tension in Middle East region may disrupt crude supply, supporting a stronger push for ethanol blending beyond 20%. This should provide potential upside for the prices of ethanol in near future which augurs well for the sugar industry.

Your sugar mill at Bihar produced 48922 tonnes of white sugar in the year compared to 45428 tonnes last year. The sugarcane crushed was 537852 tonnes in the year compared to 546928 tonnes last year. The recovery in sugar season 2025-26 was 10.70% compared to 9.91% in the previous year. The cane development work has been carried out on full fledged basis in our allocated area with autumn & spring plantation. Demonstration farm with high quality seed was set-up to enthuse other farmers to cover more area under planting for the availability of sugarcane in the coming season.

During the year Your Company has taken up a project for phase wise increase in crushing capacity to 8000 TCD with modifications in refinery for further improvement in quality and certain modifications in distillery plant.

Export of Tea

Indias tea export improved both in volume and realization terms in 2025 reaching a record volume of about 280 million kgs, a successive increase of 10% over previous year. The boost in export was due to strong demand from key markets such as Iran, Iraq, USA, UAE and China. Your Company increased its export to 116.63 Crore as against 99.52 Crore last year i.e an increase of around 17%. Your Company exports tea to more than 25 countries with Germany,UAE,Russia,USA,UK and Japan as its major markets. Your Companys Assam and Darjeeling tea are considered one of the finest in the World.

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 offshore 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 18.05 lakh kg. of tea against 12.35 lakh kg. last year. The average sale price realized was USD 0.90 per kg. against USD 0.74 per kg. last year. The cost of production was at USD 0.99 per kg against USD 0.88 per Kg last year. During the year the company recorded a loss of USD 235 thousand (INR 223 lakh) on sales turnover of USD 1.56 million (INR 1418 lakh) against last year loss of USD 220 thousand (INR 219 lakh) on sales turnover of USD 1.01 million (INR 842 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 Companys Code of Conduct for the year ended 31st March 2026 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 Companys 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 tea industry is assailed by multiple factors such as diminishing crop and the perceptible effect of climate change on tea production by way of severe infestations of pests, leading to reliance on chemicals, the option for which are limited by FSSAI specifications. Your Company has taken several steps through the development of hardy, high yielding tea clones and seeds with better tolerance to abiotic stresses, refinement of climate smart agronomics practices, proper pest management and control and other ways. The Centre is very much aware of the problems the tea industry is facing. A comprehensive package is likely to be announced shortly which will not only focus on rejuvenation of the industry but also stress on producing quality tea, so that the industry can take advantage of export to European Union.

Your fertilizer plant at Kolkata is upgrading and installing granulation plant to manufacture Granular Single Super Phosphate (GSSP) and spread its market to neighboring states like Bihar, Assam which will increase our production by 30%.

Your sugar mill is gradually expanding its capacity to 8000 TCD with increase in ethanol capacity and production which will bring improved profitability to the Company.

So looking to all these factors and barring unforeseen circumstances we can take an optimistic view about the Company.

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.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2025-26 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 Companys 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 (LODR) 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 Companys 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 companys 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 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, 2026 has recommended the reappointment of D. Sabyasachi & Co., the Cost Auditor to conduct the cost audit of the company for the financial year 2026-27 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 2026-27 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.

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, Mrs.Jayashree Mohta (DIN:01034912) retires by rotation and being eligible offers herself for re-appointment. The Board recommends her re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee Mr.Vikram Swarup (DIN:00163543), a well known industrialist of repute joined the Board on 9th February,2021 for a period of 5 years. The proposal relating to his re-appointment has been included in the Notice convening the AGM for the consideration of the Members, which the Board recommends.

The term of Mr.Vikash Kandoi as Executive Director is due to expire on 31.03.2027. Mr.Kandoi has been involved in day to day operations of the Company. Based on the recommendation of the Nomination and Remuneration Committee the Board has proposed to reappoint him as a Whole time Director designated as an Executive Director for a further period of 3 years w.e.f 01.04.2027. The proposal relating to his reappointment has been included in the Notice convening the AGM for the consideration of the Members, which the Board recommends.

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, 2026 has been provided in our website at www.jayshreetea.in.

NUMBER OF BOARD MEETINGS

The Board of Directors met four times during the year ended 31st March, 2026. 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 Thursday, the 13th August, 2026.

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 arms 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 Companys 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 BOARDS 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 companys workers, staff and executives.

	For and on behalf of the Board
	Jayashree Mohta
	(Chairperson and Managing Director)
Kolkata, 19th May, 2026	(DIN:01034912)