United Nilgiri Tea Estates Company Ltd Directors Report

Your directors have pleasure in presenting the 104th Annual Report on the performance of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2026.

FINANCIAL RESULTS:

Given below is a summary of the financial results:

Rs. in Lakhs

	Year ended 31.03.2026	Year ended 31.03.2025
Profit before finance cost, depreciation and tax	2,952.28	2,486.07
Finance Cost	(11.63)	(9.80)
Depreciation	(347.53)	(346.14)
Profit before tax	2,593.12	2,130.13
Tax Expense	(398.77)	(279.13)
Profit for the year	2,194.35	1,851.00
Other Comprehensive Income	33.16	(87.70)
Total Comprehensive Income	2,227.51	1,763.30

Indian Accounting Standards (Ind AS)

In the preparation of financial statements, the Company has followed the Indian Accounting Standards (Ind AS) and the financial results have been prepared in accordance with the recognition and measurements principles laid down in the said standards.

Dividend

Your directors have recommended a final dividend of Rs. 2.20 per share (22% of paid-up value) which together with an interim dividend of Re. 1.00 per share (10% of paid-up value) already paid, makes a total dividend of Rs. 3.20 per share (32% of paid-up value) for the year ended 31st March, 2026 [previous year Rs.3.00 per share]. The proposed final dividend of Rs. 2.20 per share for the year totaling Rs. 109.93 lakhs will be accounted in the financial year 2026-27 in accordance with Ind AS10 - Events after the reporting period.

Transfer to Reserves

The Directors have proposed to transfer a sum of Rs. 1,500 Lakhs to the General Reserve which will be accounted in the financial year 2026-27 in accordance with Ind AS 10 - Events after the reporting period.

Operations

The total quantity of tea manufactured during the year under review was 30.26 lakhs kgs as against 30.43 lakhs kgs during the previous year. The rainfall during the year was 1463 mm as against 1750 mm during the previous year. Sale of teas during the year under review was 29.97 lakhs kgs (previous year 34.25 lakhs kgs). The average price realized during the year was, however, higher than the previous year. Profit before tax for the year was Rs. 2,593.12 lakhs as against Rs. 2,130.13 lakhs during the previous year.

Outlook

In the current year, due to unfavourable weather conditions, the crop harvested was lower in April and May compared to previous year. The focus, however, is on enhancing production of high-quality teas, and productivity in terms of area coverage. With the introduction of cost control measures like control of man-days and cost savings in terms of sustainable energy usage, the outlook appears to be encouraging.

Share Capital

The paid-up capital of the Company as at 31st March 2026 remains unchanged.

Directors Responsibility Statement

As required by sub-section 5 of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of Annual Accounts for the year ended 31st March, 2026, the applicable Indian Accounting Standards have been followed without any material departures;

b) such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively;

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

Directors and Key Managerial Personnel

Of the Directors liable to retire by rotation, Ms. P Shobhana Ravi will retire at the forthcoming Annual General Meeting. She is eligible for re-election and offers herself accordingly.

Mr. P.B. Sampath, will be completing his second term of two years as an independent director and he will retire at the ensuing 104th Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has proposed the appointment of Mr. R. Anand as an Independent Director for a term of three years commencing from 7th August 2026, subject to the approval of the Members at the ensuing Annual General Meeting.

The Company has received from Mr. R. Anand the requisite consent, declaration of independence under Section 149 (6) of the Companies Act, 2013 and that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

Further, Mr. R. Anand is not debarred by SEBI or any other regulatory authority and that the proposed appointment complies with the requirements of SEBI (LODR) Regulations.

In the opinion of the Board, Mr. R. Anand possesses the requisite integrity, expertise and experience. The Board recommends the special resolution relating to the appointment of Mr. R. Anand as an Independent Director for approval of the members at the ensuing Annual General Meeting.

Mr. R. Rajkumar was re-appointed as Whole-time Director by the shareholders on 25th March, 2026 through postal ballot for a further period of three years effective 30th March, 2026.

Mr.R.Rajkumar, Whole-time Director, Mr.S.Raghuraman, Chief Financial Officer, Mr.R.V.Sridharan, Company Secretary, and Mr. Shilajit Roy Choudhury, Vice President are the key managerial personnel of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Details pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure 1.

Particulars of Loan, Guarantees or Investments under Section 186

The Company has not given any loan or guarantee to any Body Corporate in terms of Section 186 of the Companies Act, 2013, during the financial year 2025-26.

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangement with related parties referred to in Section 188 (1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Annexure 2 to this report.

Change in the nature of Business

During the year under review, there has been no change in the nature of business of the company.

Material changes and Commitments between 31st March 2026 and date of this report

There are no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2026 and the date of this report.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has transferred during the year unclaimed dividends amounting to Rs. 5,48,700/- to the Investor Education and Protection Fund. There were no shares due to be transferred to the demat account of IEPF Authority during the year.

Annual Return

Pursuant to Section 92 (3) read with Section 134 (3) of the Companies Act, 2013, the draft Annual Return for the year ended 31st March, 2026 is available on the website of the Company at the weblink: https/www.unitednilgiritea.com/investors. The final Annual Return shall be uploaded after the same is filed with the Ministry of Corporate Affairs.

Number of meetings of the Board

Four meetings of the Board were held during the year the details of which are furnished in the Report on Corporate Governance which forms part of this report.

Declaration by Independent Directors

The Company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on appointment and remuneration of Directors

The Companys policy on Directors appointment and remuneration remains unchanged which can be accessed on the Companys website unitednilgiritea.com.

Committees of the Board

The Company has four Committees of the Board as mentioned below:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

A detailed note on the composition of the Board and its Committees and the meetings held during the financial year is provided in the Report on Corporate Governance.

Statutory Auditors and Auditors Report

K.S. Aiyar & Co., Chartered Accountants were reappointed as the Statutory Auditors of the Company by the shareholders at the 100th Annual General Meeting held on 9th August 2022 for a period of 5 years to hold office from the conclusion of the 100th Annual General Meeting till the conclusion of 105th Annual General Meeting.

There are no qualifications, reservations or adverse remarks or disclaimers made by K.S. Aiyar & Co., Chartered Accountants, Statutory Auditors in their report. No details of fraud have been reported by the Auditors.

Secretarial Auditors and Auditors Report

Shanmugam Rajendran & Associates LLP, Company Secretaries were appointed as the Secretarial Auditors of the Company by the shareholders at the 103rd Annual General Meeting held on 12th July 2025 for a period of 5 years to hold office from the conclusion of the 103rd Annual General Meeting till the conclusion of 108th Annual General Meeting.

With regard to remarks made by the Secretarial Auditors in their report, your directors will ensure timely compliance of the Listing Regulations.

Internal Financial control systems and their adequacy

The company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Audit Committee of the Board periodically reviews the Internal Financial Control Systems and their adequacy and recommends corrective action as and when necessary to ensure that an effective internal control mechanism is in place.

Risk Management

The Company has a robust risk management policy and system. The strategic risks are integrated with the business plan with mitigation measures and reviewed periodically. High impact operational and financial risks are reviewed by the management and discussed at the Board periodically.

Corporate Social Responsibility

CSR Policy objectives and the annual report on CSR activities are given in Annexure 3. The Companys policy on Corporate Social Responsibility, composition of the CSR Committee and projects approved by the Board is available on the Companys website unitednilgiritea.com.

Besides supporting the public medical scheme administered by the Company in the area of rural development and tribal welfare, your Company has been associated with United Nilgiri Conservation Society (UNCS). UNCS since its establishment in 2013 has earned the trust and confidence of the residence of Kotagiri and Ooty through its efforts to achieve better standard of life through community development work.

Board Evaluation

The details in this regard are furnished in the Report on Corporate Governance which forms part of this Report. The policy regarding performance evaluation of Board of Directors and its Committees and Independent Directors is available on the Companys website unitednilgiritea. com.

Report on Corporate Governance

A Report on Corporate Governance forms part of this report. The Auditors certificate on Corporate Governance is enclosed as an Annexure.

Particulars of Employees

Particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 4.

A statement showing the remuneration of employees who were in receipt of remuneration as prescribed under Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and will be provided to any member on a written request to the Company Secretary.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is given separately in Annexure 5, which forms part of this Report.

Financial Statements of Associate Companies

A statement containing salient features of the financial statements of Associate Companies pursuant to first proviso to sub-section (3) Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is appended as Annexure 6 to the report.

Environmental Protection

The Company has been certified by the Rain Forest Alliance in the area of environmental protection. To ensure sustainability and environmental protection, your Company undertakes planting of trees covering about 100 acres every year to ensure environmental protection and sustainable source of firewood for our factories.

Industrial Relations

Industrial relations have been cordial during the year.

Public Deposits

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

Vigil Mechanism

The Company has a vigil mechanism, details of which can be accessed at the Companys website unitednilgirtea.com. No complaints have been received during the year under review.

Sexual Harassment of Women at Workplace

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been constituted to redress the grievances of women at workplace. The Committee has not received any complaint received during the year under review.

Compliance with Maternity Benefit

During the year under review, the company has complied with the relevant provisions of the Maternity Benefit Act, 1961.

Secretarial Standards

The Company has complied with all the applicable Secretarial standards on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India, as mandated under Section 118 of the Companies Act, 2013 during the year under review.

Cost Records

The Company maintains cost records for its products in the books of account as per the requirement of Section 148 (1) of the Companies Act, 2013 read with Companies (Cost records and audit) Rules, 2014.

Others

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations.

Acknowledgment

The Board of Directors acknowledges the support received from the promoters, shareholders, bankers, suppliers, customers and employees at all levels.

	For and on behalf of the Board
Chennai	MALLIKA SRINIVASAN
4th June, 2026	Chairman
	DIN : 00037022