Teesta Agro Industries Ltd Directors Report

Dear members,

On behalf of the Board of Directors, it is our pleasure to present the 40th Annual Report together with the Audited Statement of Accounts of Teesta Agra Industries Limited (the company)for the year ended on 31st March, 2026.

Financial summary or performance of the company;

(Rs. in lacs)

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Net turnover and Other Income	22647	18838
Profit before depreciation, interest & tax	1640 /	1319
Less: Depreciation	349	288
: Interest	113	88
Profit/loss before tax	1178	943
Less: Exceptional items	-	-
Provision for tax
Current Tax	(310)	(241)
Deferred Tax	(46)	(24)
Profit/(loss) after taxation	823	679

Operations;

The turnover and other receipts of your company have been Rs.22647 lacs against Rs. 18838 lacs in the previous year. The profit after taxation stood at Rs. 823 lacs as against Rs 6791 lacs in the previous year.

The Board has not recommended any dividend for the financial year 2025-26 in view of retaining cash for your Companys growth prospects.

Share Capital:

There has not been any change in the paid-up capital of your company during the year under review The paid-up capital stands at Rs. 557 lacs.

Listing agreement:

the listing agreement has been entered into by the company with the BSE limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Your Company has paid listing fee for financial year 2025-26.

Fixed deposit:

Your company did not invite or accept any deposits from public and/ or shareholders during the year under review. As of 31st March, 2026, there were no fixed deposits pending with the company.

Research and development:

Your company recognizes that research & development plays a critical role in supporting; current operations as well as future growth. Your company has focused its attention

towards improving quality of fertilizers to boost soil nutrients.

%

insurance:

The companys plants & machineries, factories, properties, stocks and movables are adequately insured against various risks.

Directors and key Managerial Personnel:

-\t present your Board is duly constituted comprising of 1(1 (Ten) Directors,

SL No. Name of Directors	DIN		Designation		Appointment / Resignation
T MR HARDEV SINGH	00550781		Managing Director
2 MR. UMESH CHANDRA SAI ICO	00550108		Wholetime Director		Resigned as on 10.tm.2025
3. MR PARAMDEEP SINGH	00550824		Wholetime Director		\u2014
4. MR. 1NDERDEEP S1NGII	00879115		Wholetime Director
5. MS. JOGINDER KAUR	00550860		Director		\u2014
6. MS. BAlSHAKin MA1TY	07208080		Independent Director		\u2014
7. MR. SUBASH CHANDRA	07273238		Independent Director		\u2014\u2014
SAMANTARAY
H. MR. PREM SHANKAR PANPEY		09091634		Independent Director
9 KASHI SAKAI		10125608		Independent Director		Resigned as on It 1*4.2025
10. SHI WANG l PANDEY		10206677		Independent Director		.

The company has received declarations from the independent directors) of the company confirming that they meet the criteria of independence as prescribed under section l-4M(f->) of the Companies Act. 2013 and the 5EBI (Listing Obligation and Disclosure Requirements) Regulations, 2(115,

11 ie company has devised a policy for performance evaluation of independent directors and the board, which includes criteria for performance evaluation of the non-executive directors.

Suitable resolutions for appointment/ reappointment of directors, as referred above, will he placed lor approval of members in the forthcoming Annual General Meeting The brief resume and other information of the concerned directors, in terms of die 5LB1 (Listing Obligation and Disclosure Requirements) Regulations, 2015 with stock exchange, have been detailed in the notice convening the forthcoming Annual General Meeting.

lliere has been no change in die Company Secretary and CFO during the financial year Board Meeting: *

During the year 2025-26, the Board of Directors met seven times viz. on 23.04.2025, 30.05.2025. 23.07.21125, 31.07 2025, 31 10.2025, 31.01.2026 and 30.03.2026.

Corporate Governance

A report on Corporate Governance (in accordance with SEIJI Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors certificate on compliance by the company, have been included in the Annual Report as a part of this report.

Directors Responsibility statement:

Pursuant to die requirement under section I34(3)(c) of the Companies Act, 2013 with respect to directors responsibility statement, it is hereby confirmed that:

(i) in the preparation ol die annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards had been follower] along with proper explanation relating to material departures.

(ii) the directors had selected such accounting policies and applied them consistently mid 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 at March 31, 2026 and of die profit and loss of the company for diat period;

(iii) the directors had taken proper and sufficient care for foe maintenance of adequate accounting records in accordance with the provisions of foe Companies Act, 20H for safeguarding (lie assets of foe company and for preventing and detecting fraud ansi oilier irregularities;

(iv) foe directors had prepared the annual accounts on a going concern basis:

(v) the directors had devised proper systems to ensure compliance with foe provisions of oil applicable laws ami that such systems were adequate and operating effectively.

(vi) the directors has laid duwn internal financial control to be followed by foe company and such internal financial controls are adequate and were operating effectively.

Statutory Auditor.

Pursuant to section 139(1) read with Rule 3(7) of The Companies (Audit and Auditors) Rules, 2014, M/s. Agarwal R G & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a period of five years at the 39 Annual General Meeting held on 27 1h August, 2025. They were appointed to conduct statutory audit for a period of 5 years i.e. upto financial year 2029-30.

The report by foe Auditors is self-explanatory and has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

Auditors Report:

file auditors report read with relevant notes on accounts are self-explanatory and does not call for further clarification.

internal Auditors:

The board of directors of your company lias re-appointed M/s LB. Prasad & Co., Chartered Accountants Siliguri (Firm Registration No. 322661E) as internal auditors pursuant to the provision of Section 138 of the Companies Act, 2013 for the financial year 2025-26.

Cost auditors:

Pursuant to section 148 of the Companies Act, 2013 and subject to notification of rules thereunder, the board of directors, on the recommendation of die audit committee has appointed M/s. D. Sabyasachi &Co. (Membership No. 00369), Cost Accountants, Kolkuta as the cost auditors of the company for foe financial year 2025-26. M/s. D. Sabyasachi & Co, have confirmed Lhat their appointment is witliin die limits and they are free from any disqualifications as provided in section HI of die act.

Secretarial Audit:

The board has appointed M/s. Rantu Das & Associates (Membership No. 8-137) Practicing Company Secretary, to conduct Secretarial Audit for die Financial Year 2025-26. The report of the secretarial auditors is enclosed as Annexure-l to this report. As regards observations and remarks made by him in the report we are to state that necessary steps are being taken for complying with the requirements.

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated die formulation of certain policies for all listed companies. All applicable policies are available under the head policy on the companys website: Hie policies are reviewed periodically by the board and updated based on need and new compliance requirement.

Corporate Social Responsibility

The Board constituted a committee of Corporate Social Responsibility pursuant to the requirement of Section 135 oi the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. A policy on Corporate Social Responsibility was also adopted by the Board of Directors at the said meeting. This Policy has been placed in the Website of the Company at the .

As on die date ol tills report, die committee comprises three members as under

Name of die Member	Category	Attendance of Committee meeting
		31.01.2026
Mr Paramdeep Singh	Chairman	Yes
Mr. Subash Chandra Samantarav	Member	Yes
Mr. Prem Shankar Pandey	Member	Yes

During die year under review one mooting was hold on 31stjaiuiary2026. All die members of die Committee were present at that meeting. -

Pursuant to the provisions ol Sec 135 of the Companies Act, 2013 and applicable Rules, duiing die financial year 2025-26, the Company was required to spend a sum of Rs 16,42,295 towards its CSR activities. As per die recommendation of CSR Committee, the Board of Directors approved the said sum to be spent on eligible causes in line with the Companys CSR Policy in association. The details of amounts spent through each of the above entity are mentioned below