Your directors have pleasure in presenting their Fiftieth Annual Report and Accounts for the year
ended 31^st March, 2026.

FINANCIAL RESULTS

The financial year 2025-26 continued to
present a challenging operating environment
for the Indian tea industry, marked by climatic
uncertainties and fluctuating crop patterns
across major tea-growing regions. Against this
backdrop, your Company remained focused on
maintaining operational stability and sustaining
the quality standards of its tea operations.

During the year under review, the Company's
total tea production stood at 16.79 million kgs
as against 19.86 million kgs in the previous
financial year, representing an overall decline
of approximately 15%.

The Dooars gardens recorded a production
of 13.12 million kgs during FY 2025-26 as
compared to 16.12 million kgs in the previous
year, reflecting a decline of around 19%,
primarily attributable to adverse weather
conditions and pest related challenges
experienced during the season.

The Assam gardens registered a marginal
improvement in production, achieving 3.33
million kgs during the year under review
as against 3.24 million kgs in FY 2024-25,
representing a growth of approximately 3%.

The Darjeeling gardens produced 0.34 million
kgs during FY 2025-26 as compared to 0.39
million kgs in the previous year, recording a
decline of around 13%.

^Despite the operational challenges faced
during the year, your Company continues
to emphasize agricultural best practices,
quality enhancement, cost optimisation,

and sustainability initiatives across all its
tea-growing regions. Your directors remain
confident that the Company's continued focus
on operational efficiency, product quality, and
market positioning will enable it to navigate
industry challenges effectively and create long¬
term value for its stakeholders.

SHARE CAPITAL

During the year ended 31^st March, 2026 there is
no change in the issued, subscribed and paid-
up share capital of the Company. The paid-up
capital as on 31^st March, 2026 stood at Rs. 216
million divided into 21600000 Equity Shares of
Rs.10/- each.

TRANSFER TO RESERVE

Your directors do not propose to transfer any
amount to the General Reserve for the financial
year ended 31^st March 2026.

DIVIDEND

The Board of Directors of the Company has
recommended a dividend of Rs. 2/- per equity
share of Rs. 10/- each fully paid-up of the
Company. Total cash outflow for dividend
payout would be Rs. 43.20 million for the
Financial Year 2025-26. The dividend is subject
to approval of the shareholders at the ensuing
Annual General Meeting. The dividend, if
approved by the shareholders, will be deposited!!
in a separate bank account within 5 days from
the date of declaration and will be paid on or
after 3^rd August, 2026, subject to deduction o|j
income tax at source, as applicable.

INDUSTRY STRUCTURE AND DEVELOPMENT,
OPPORTUNITIES & THREATS, OUTLOOK, RISK
AND CONCERNS

India continues to be one of the world's largest
producers as well as consumers of tea. This
presents both significant opportunities and
inherent challenges. The country produces a
diverse range of teas, including CTC, Orthodox,
Green, White and Oolong teas, catering to
varied domestic and international consumer
preferences. The large domestic market
provides a stable demand base; however, it has
also, at times, led to industry complacency, with
excessive dependence on the domestic market
limiting the industry's ability to consistently
secure remunerative prices for its produce.

Tea producers continue to operate at the
lower end of the value chain and remain
vulnerable to several external factors, including
adverse weather conditions, pest and disease
infestations, rising labour costs and increasing
input costs such as fertilizers, chemicals
and fuel. The continued expansion of the
Small Tea Grower (STG) sector has further
intensified competition. While STGs contribute
significantly to national tea production, their
comparatively lower cost structures often result
in the production of lower-priced teas, placing
additional pressure on market realizations.

India's tea production for FY 2025-26 stood
at 1,357.59 million kilograms compared to
1,315.75 million kilograms in FY 2024-25. Global
tea production also remained stable during
the year. Weather patterns across India's
tea-growing regions continued to be erratic,
leading to increased pest and disease incidence
and consequently higher crop protection costs.
Combined with rising wage rates, increasing
social welfare obligations, escalating input
costs and subdued price realizations, these
factors continue to pose significant challenges
for the Indian tea industry.

OPERATIONS

During the financial year under review your
company manufactured a total crop of 16.79
million kg. It recorded an Own crop of 15.02
million kg.

The weather in all tea growing areas remained
less than ideal with dry weather in the beginning
of the year after which some months during the
peak season remained hot and dry followed
by over-wet conditions which depressed the
crop during the peak growing months. Erratic

weather conditions led to an upsurge in pest
activities even in non-traditional belts of Assam
causing loss of high value crop.

With a focus on improving long-term productivity
and quality, your Company launched "Operation
50 Quintals" during the year. This initiative aims
to achieve yields of 5,000 kilograms per hectare
in all future young tea plantations. While the
benefits of this programme will accrue over the
medium to long term, significant emphasis has
already been placed on skill development and
capability enhancement of plantation teams to
ensure superior field execution and sustainable
productivity gains.

The company continued its carbon reduction
and climatic resilience initiatives by scaling up
afforestation, creation of water bodies and use
of bio-organic manure. We are also transitioning
towards renewable fuels, gas firing and hydro
power generation. After completion of the Solar
Power project at Nonaipara, similar initiatives
have been started in seven gardens in Assam,
which shall be commissioned in 2026. The
company's gardens in Assam and Darjeeling
are Rainforest Alliance certified and FSSC
22000. All your company's Dooars gardens as
well as Orangajuli and Nonaipara in Assam are
also Trustea certified.

The Instant Tea Plant at Aibheel continues to
function well and contributes favourably to the
company's performance.

Within the Branded Tea Division, a comprehensive
restructuring programme was undertaken. This
included the relocation of the division's office
from Gurgaon to Kolkata, rationalization of
unprofitable brands and SKUs, implementation
of more efficient tea procurement strategies
and various cost optimisation initiatives. The
division also commenced targeted investments
in brand building and advertising for its flagship
Darjeeling and CTC brands. While sales volumes
declined during the year, profitability improved
significantly as a result of these measures.

The Company also continued its diversification
efforts through alternate crops such as ginger,
garlic and turmeric, as well as dairy farming
and related products including milk and ghee.
Going forward, the strategic focus will be on
value addition and leveraging the Company's
existing distribution network to market these
products. During the year, the Company
launched its first branded dairy product, A2
Ghee, which will initially be marketed through
online distribution channels.

SEGMENTWISE OR PRODUCTWISE PERFORMANCE

The Company is primarily engaged in the business of cultivation, manufacture and sale of tea
and is managed organizationally as a single unit. Accordingly, the Company is a single business
segment company. The domestic sale for this year was 28.74 million kgs compared to 28.39
million kgs in the previous year, recorded a marginally higher volume. Exports stood at 4.25
million kgs as compared to 4.65 million kgs last year, a marginal decrease during the year under
review primarily due to geopolitical turmoil. In a remarkable highlight, our Instant Tea exports
achieved an all-time high, soaring to 0.41 million kilograms from 0.37 million kilograms in the
prior year.

DETAILS OF SIGNIFICANT CHANGES

In terms of the SEBI Listing Regulations the requirement of disclosing details of significant changes
(i.e., change of 25% or more as compared to the immediately previous financial year) in the key
financial ratios, are mentioned below-

INTERNAL CONTROL SYSTEM AND THEIR
ADEQUACY

The Company has in place adequate systems of
internal control commensurate with its size and
the nature of its operations. These have been
designed to provide reasonable assurance
with regard to the recording and provision of
reliable financial and operational information,
compliance with applicable statutes,
safeguarding of assets from unauthorized use
or loss, execution of transactions in accordance
with stipulated authorizations and to ensure
adherence to corporate policies.

The Chief Internal Auditor along with external

firms of Chartered Accountants carry out
Audits as per Audit Calendar approved by the
Audit Committee of the Company. Further,
Cost Auditors, the Secretarial Auditors and
the Statutory Auditors are also responsible for
checks during the course of their respective
audits. The Audit Committee reviews Audit
Reports submitted by the Internal Auditors.
Suggestions for improvement are considered
and the Audit Committee follows up the
implementation of corrective actions. The
Committee also meets the Company's statutory
auditors to ascertain, inter alia, their views on
the adequacy of internal control systems in the
Company and keeps the Board of Directors

informed of its major observations from time
to time.

RISK MANAGEMENT

The Audit Committee of the Board is responsible
to monitor the risk management plan as
constitution of separate Risk Management
Committee is not mandatory for the Company.
The Committee periodically reviews various
risks associated with the entity, enterprise
risk management framework along with risk
register and risk heat map in terms of the Risk
Management Policy of the Company which
is available at https://www.goodricke.com/
policies.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been
no significant change in the nature of business
and the Company continues to concentrate on
its core tea business, with plans for growth in
the short to medium term.

HOLDING, SUBSIDIARIES, JOINT VENTURES
AND ASSOCIATE COMPANIES

Camellia Pic, UK is the ultimate holding
company of the Company and its shares are
listed on the London Stock Exchange. Detailed
information regarding business operations of
Camellia Pic. UK can be accessed at https://
www.camellia.plc.uk.

The Company has no subsidiary, associate
company, or joint venture. Therefore,
disclosures in this regard are not applicable to
the Company.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Company has an optimum combination
of Executive, Non-Executive and Independent
Directors, which includes an Independent
Woman Director. As at 31st March, 2026, the
Board comprised eight Directors of which six
were non-executive and of these four were
independent. Further details on the Board
of Directors are provided in the Corporate
Governance Report.

During the year under review, the shareholders
of the Company at their 49^th Annual General
Meeting held on 29^th July, 2025, approved
the appointment of Mr. Shaibal Dutt (DIN:
10054002) as the Managing Director and
Chief Executive Officer of the Company w.e.f.
6th September, 2025, for a term of three
consecutive years, upon completion of the
^tga£re of Mr. Arun Narain Singh, Executive Vice
Chairman and Managing Director cum CEO.

Upon recommendation of the Nomination
and Remuneration Committee, the Board
of Directors, at their meeting held on 13^th
November, 2025, approved the appointment of
Mr. Oliver Fleming Capon (DIN 11367781) as the
Additional Director (Category: Non-Executive
Non-Independent) of the Company w.e.f. 1^st
January, 2026, subject to the approval of the
shareholders of the Company. Subsequently,
the Board has also accepted the resignation
of Mrs. Susan Ann Walker from her position of
Non-Executive Director w.e.f. 1^st January, 2026
due to personal reasons.

Further, the Board has also approved the re¬
appointment of Mr. Soumen Mukherjee (DIN
08240868) as a Whole-time Director, designated
as a Director (Finance) & Chief Financial Officer
of the Company, for a period of 3 (three) years
w.e.f. 1^st April, 2026, subject to the approval of
the shareholders of the Company.

The shareholders, by way of Resolution(s) passed
by Postal Ballot on 3^rd January, 2026, approved
the appointment of Mr. Oliver Fleming Capon
as the Non-Executive Director of the Company
w.e.f. 1^st January, 2026 and re-appointment of
Mr. Soumen Mukherjee as a Director (Finance)
& Chief Financial Officer of the Company w.e.f.
1^st April, 2026, for a period of 3 (three) years.

In accordance with the provisions of the
Articles of Association of the Company read
with Section 152 of the Companies Act, 2013,
Mr. Shaibal Dutt (DIN 10054002) will retire by
rotation at the ensuing Annual General Meeting
(AGM) and being eligible, offer himself for re¬
appointment.

During the year, the Company had the following
Key Managerial Personnel-

1. Mr. Arun Narain Singh, Executive Vice
Chairman and Managing Director cum
CEO (upto 5^th September, 2025)

2. Mr. Shaibal Dutt, Managing Director
and CEO (w.e.f. 6^th September, 2025)

3. Mr. Soumen Mukherjee, Director
(Finance) & Chief Financial Officer

4. Mr. Arnab Chakraborty, Company
Secretary and Compliance Officer

STATEMENT OF DECLARATION GIVEN BY THE
INDEPENDENT DIRECTORS

All the Independent Directors have given
declaration as per Section 149 (7) of the
Companies Act, 2013 confirming that they meet
the criteria of independence as laid down under c
Section 149 (6) of the Companies Act 2013. L

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the
Corporate Governance requirements under
the Companies Act, 2013 and as stipulated in
the Listing Regulations. A Report on Corporate
Governance along with the Auditor's Certificate
regarding Compliance of Corporate Governance
are attached as Annexure I and Annexure II
respectively, forming part of this Report.

DETAILS OF BOARD MEETINGS

The Board met seven times during the year
on 30^th April, 2025, 28^th May, 2025, 7^th August,
2025, 24^th October, 2025, 13^th November, 2025,
5^th February, 2026 and 24^th March, 2026.

COMMITTEES OF THE BOARD

a. AUDIT COMMITTEE

The Audit Committee presently comprises
of three (3) Non-Executive Directors,
namely; Mr. Srikumar Menon, Independent
Director, Mr. Saurav Adhikari, Independent
Director and Mr. Oliver Fleming Capon,
Non-Executive Director. The Managing
Director, Chief Financial Officer, the Chief
Internal Auditor and the representative
of the Statutory Auditors are invitees to
the meetings of the Audit Committee. The
Chief Internal Auditor reports to the Audit
Committee and the Company Secretary
is the Secretary to the Committee. The
representatives of the Cost Auditors are also
invited to meetings of the Audit Committee
whenever matters relating to cost audit are
considered. All members of the Committee
are financially literate. Further details of
Audit Committee are given in the Corporate
Governance Report.

The Company has implemented a Vigil
Mechanism/Whistle Blower Policy and
oversees through the Audit Committee,
the genuine concerns, if any, expressed
by the employees and Directors. The
Company has also made provisions for
adequate safeguards against victimization
of employees, Directors or any other person
who express their concerns. The Company
has also provided direct access to the
Chief Internal Auditor on reporting issues
concerning the interests of the employees
and the Company. In turn the Chief
Internal Auditor is required to report such
matters to the Chairman, Audit Committee.
The Whistleblower Policy is available on
your Company's corporate website and
can be accessed at Company's weblink
http://www.goodricke.com/policies

The details of Programme for familiarization
of Independent Directors with the Company,
nature of Industry and other related matters
are available on the web link: http://www.
goodricke.com/policies.

b. NOMINATION & REMUNERATION
COMMITTEE

The Nomination & Remuneration Committee
presently comprises of three (3) Non¬
Executive Directors, namely, Mr. Saurav
Adhikari, Independent Director, Mr. Monojit
Dasgupta, Independent Director and Mr.
Stephen Charles Buckland, Non-Executive
Director. Mr. Saurav Adikari the Chairman
of the Committee is an Independent
Director. Further details of Nomination and
Remuneration Committee are given in the
Corporate Governance Report.

The Company's Policy relating to
appointment of Directors, payment of
managerial remuneration, Directors'
qualifications, positive attributes,
independence of Directors and other related
matters as provided under Section 178(3)
of the Companies Act, 2013 and Listing
Regulations is attached to this report as
Annexure V.

c. CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE

The Committee seeks to guide the Company with the
integration of its social and environmental objectives
with its business strategies, shaping innovative
frameworks to support the creation of sustainable
livelihoods. The Committee formulates and monitors
the CSR Policy and recommends to the Board the
Company's annual CSR Plan in accordance with
the Companies Act, 2013. The Corporate Social
Responsibility Committee presently comprises two
Independent Directors and the Managing Director &
CEO who is a Member. The Chairman of the Committee

is an Independent Director. The role of the CSR committee inter-alia includes:

a. To formulate and recommend to the Board, a Corporate Social Responsibility Policy;

b. To recommend the amount of expenditure to be incurred on the activities undertaken.

c. To monitor the Corporate Social Responsibility Policy of the Company from time to time.

d. Review the performance of the Company in the areas of Corporate Social Responsibility
activities.

e. Review the Companies decisions on Corporate Social Responsibility matters.

The names of the members of the Corporate Social Responsibility Committee, including its
Chairman, are provided hereunder along with the number of meetings and attendance details
of the Committee Members during the financial year.

The Committee has formulated, and
the Board has approved the Company's
Corporate Social Responsibility Policy
relating to the CSR activities to be
y|Lndertaken by the Company as specified
in Schedule VII to the Companies Act, 2013

and the expenditure thereon, excluding
activities undertaken in the normal course
of business of the Company. The said CSR
policy is available at the company's weblink
http://www.goodricke.com/policies. The

details about the policy developed and

implemented by the Company on CSR
initiatives undertaken during the year are
enclosed as Annexure-III to the Board's
Report, forming part of this Annual Report.

During the year under review, the CSR
Committee met on 27^th May, 2025 and 12^th
November, 2025 and all the members of the
Committee were present at the meeting.

d. STAKEHOLDERS RELATIONSHIP
COMMITTEE

The Stakeholder's Relationship Committee
presently comprises three (3) Directors,
namely Dr. (Mrs.) Rupali Basu, Independent
Director, Mr. Shaibal Dutt, Managing
Director & CEO, who is a member and Mr.
Saurav Adhikari, Independent Director. Dr.
(Mrs.) Rupali Basu is the Chairman of the
Committee and is an Independent Director.
Further details of Stakeholders Relationship
Committee are available in the Report on
Corporate Governance.

ANNUAL PERFORMANCE EVALUATION

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

In accordance thereof, 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. Drawing on their wealth of knowledge,
experience and expertise, all Directors made
valuable contributions to Board discussions
and decision making.

f ANNUAL RETURN

^ The draft Annual Return (e-Form MGT-7) of

the Company for the year ended 31^st March,
2026 pursuant to the provisions of Section 92
of the Companies Act, 2013 is available on the
Company's website and can be accessed at
http://www.goodricke.com.

The e-form MGT-7 shall be filed with the MCA
within the due date upon the completion of the
50^th 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.

DIRECTORS RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts,
for the year ended 31^st March 2026, the
applicable accounting standards have been
followed along with the proper explanations
relating to material departure, if any.

b. the Directors had 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 for the year ended 31^st
March 2026 and of the profit and loss of
the Company for that period;

c. the Directors had taken proper and
sufficient care for the maintenance of
adequate accounting records in accordance
with the provisions of the Companies Act,
2013 for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

d. the Directors had prepared the annual
accounts on a going concern basis;

e. the Directors, had laid down internal
financial controls to be followed by the
Company and that such internal financial
controls are adequate and were operating
effectively; and

f. the Directors had devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems
were adequate and operating effectively.

AUDITORS AND AUDIT REPORT

M/s Deloitte Haskins & Sells LLP, Chartered
Accountants (Firm Registration No. 117366W/
W-100018) were re-appointed as the Statutory
Auditors of the Company at the Annual General

Meeting ('AGM') held on 15^th September, 2021
for a further term of 5 years, till conclusion of
the Annual General Meeting to be held in 2026.

The Independent Auditor's Report on the
Financial Statements of the Company for the
financial year ended on 31^st March, 2026, does
not contain any qualification or reservation or
adverse remark or disclaimer.

As the term of the existing Statutory Auditors
of the Company expires at the conclusion of
ensuing 50^th aGm, the Board of Directors of
the Company at their meeting held on 27^th
May, 2026, based on the recommendation of
the Audit Committee, has recommended to the
Members of the Company the appointment
of M/s M S K A & Associates LLP, Chartered
Accountants, (Firm Registration No. 105047W/
W101187), as the Statutory Auditors of the
Company, for a term of 5 (five) consecutive
years from the conclusion of 50^th AGM till the
conclusion of the 55^th AGM.

Accordingly, an Ordinary Resolution, proposing
appointment of M/s MSKA & Associates LLP,
Chartered Accountants, as the Statutory
Auditors of the Company for a term of five
consecutive years pursuant to Section 139 of
the Act, forms part of the Notice of the 50^th
AGM of the Company.

COST AUDITORS

The Cost accounts and records are maintained
by the Company in terms of specifications
issued by the Central Government under Section
148(1) of the Companies Act, 2013 ('the Act')
read with Companies (Accounts) Rules 2014.

In terms of Sub Section (3) of Section 148 of the
Act read with the Companies (Cost Records and
Audit) Rules, 2014, M/s Shome & Banerjee, Cost
Accountants (Firm Registration No. 000001)
shall conduct the Audit of the cost accounts
and records of the Company for the financial
year 2025-26. The Cost Audit Report for the
previous financial year ended 31st March, 2025
does not contain any qualification, reservation
or adverse remarks.

Further, pursuant to Section 148 of the Act,
read with the rules framed thereunder, the
Board of Directors at their meeting held on 5th
February, 2026, upon the recommendation of
the Audit Committee, re-appointed M/s Shome
& Banerjee, Cost Accountants, as the Cost
Auditor of the Company to conduct the audit
of the cost records of the Company for the next
financial year 2026-27.

The remuneration payable to Cost Auditor for

the financial year 2026-27 is required to be
ratified by the Members of the Company at
the ensuing AGM. Accordingly, an Ordinary
Resolution seeking the approval of Members
for ratification of payment of remuneration
payable to the Cost Auditor is included in the
Notice convening the ensuing AGM of the
Company.

SECRETARIAL AUDIT

Pursuant to Regulation 24A of the SEBI
(LODR) Regulations, 2015, as amended, M/s
Anjan Kumar Roy & Co was appointed as the
Secretarial Auditors of the Company at the 49^th
Annual General Meeting held on 29^th July, 2025,
for a period of 5 (five) consecutive years, with
effect from 1^st April, 2025.

In terms of Section 204 of the Companies
Act, 2013 and Regulation 24A of the SEBI
LODR Regulations, the Secretarial Audit was
conducted by M/s Anjan Kumar Roy & Co.
Company Secretaries (Firm Unique Code:
S2002WB051400) for the year under review.

The Secretarial Audit Report is attached to this
Report and marked as Annexure-IV. There are
no qualifications or observations or adverse
remarks in the Secretarial Audit Report.

DISCLOSURE AS PER SECRETARIAL STANDARD
(SS-1)

In terms of the requirement of Secretarial
Standard (SS-I) at the meetings of the Board of
Directors it is confirmed that the Company has
complied with applicable Secretarial Standards.

PARTICULAR OF COMPLIANCE OF CONTRACTS
OR ARRANGEMENTS MADE WITH RELATED
PARTIES

All transactions entered into by the Company
with related parties during the financial year
under review, were on an arm's length basis,
and in the ordinary course of business and are
in compliance with the applicable provisions
of the Act and the Listing Regulations, details
of which are set out in the Notes to Financial
Statements forming part of this Annual Report.

Further, the Company has not entered into
any contracts/arrangements/transactions with
related parties which qualify as material in
accordance with the Policy of the Company on
materiality of related party transactions. There
are no materially significant related party
transactions that may have potential conflict
with interest of the Company at large.

Omnibus approval is obtained for the
transactions which are foreseen and repetitive^

in nature. The Policy on Related Party
Transactions as approved by the Board is
uploaded on the Company's website at the web
link: http://www.goodricke.com/policies

Accordingly, disclosures of related party
transactions in terms of Clause (h) of sub
section (3) of Section 134 of Companies Act,
2013 read with Rule 8 (2) of the Companies
(Accounts) Rules 2014 in Form AOC - 2, is not
applicable. Transactions with related parties, as
per requirements of Accounting Standard are
disclosed in the notes to the accounts annexed
to the financial statements.

LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or
investments made under Section 186 of the
Companies Act 2013 are covered in the notes
of the financial statement for the year ended
31^st March, 2026.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that a progressive
organization can attain its full potential by
developing and maintaining a cordial work
culture that promotes happiness at workplace.
Our constant endeavors are on sustaining an
engaged and skilled workforce that is capable
of delivering on the commitments to our
stakeholders in order for us to remain 'future
ready' structurally, financially and culturally.
The Company employed over 19919 personnel
at its tea estates and other establishments in
India. Employee relations remained satisfactory
and the Company would like to record the
dedication and support received from the
employees at all level in maintaining smooth
functioning during the said period.

ENABLING A GENDER FRIENDLY WORKPLACE

In terms of requirements of Section 4 of the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013, Internal Complaints Committees have
been constituted in all the establishments to
enquire into complaints and to recommend
appropriate action, wherever required.
Goodricke demands, demonstrates and
promotes professional behaviour and respectful
treatment of all employees. To sensitize
employees and enhance awareness at all
establishments, workshops are held at intervals
during the year.

In continuation with existing efforts to create
mass awareness, we have initiated a targeted
program to create a safe and empowered
^^^orkplace for women tea workers and

to implement women's safety framework
to strengthen prevention and response
mechanisms complaints.

Status of complaints in the financial year
2025-26

COMPLIANCE WITH MATERNITY BENEFIT ACT,
1961

The Company continues to prioritise the
welfare and supportive measures for
women employees, ensuring full compliance
with the Maternity Benefit Act, 1961 and
implementing several additional initiatives
focused on their well-being, safety, and
professional support.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATION IN
FUTURE

There are no significant/ material orders
passed by the Regulators / Courts / Tribunals
which would impact the going concern status
of the Company and its future operations.
During the year under review, no Corporate
Insolvency Resolution application was made, or
proceeding was initiated, against the Company
under the provisions of the Insolvency and
Bankruptcy Code, 2016 (as amended). Further,
no application/ proceeding against the
Company under the provisions of the Insolvency
and Bankruptcy Code, 2016 (as amended) is
pending as on 31^st March 2026.

DETAILS OF VALUATION OF ONE TIME
SETTLEMENT OF LOAN FROM BANKS OR
FINANCIAL INSTITUTION

During the year under review, there was no
such event where one time settlement done
towards the loan obtained from Banks/Financial
institution. Hence, disclosure regarding
difference between amount of the valuation
done at the time of one-time settlement and
valuation done while taking loan from Banks or
Financial Institution does not arise.

TRANSFER OF SHARES & DIVIDENDS TO
INVESTOR EDUCATION AND PROTECTION
FUND

The unclaimed dividend for the financial year
2017-2018 aggregating Rs. 6,34,613.00 and
the corresponding 12,868 Equity Shares for the

said financial year in respect of which dividend
entitlements remained unclaimed for seven
consecutive years or more, have been transferred
by the Company to the Investor Education and
Protection Fund ('IEPF') established by the
Central Government, pursuant to the provisions
of Section 124 of the Companies Act, 2013 read
with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016.

Shareholders may claim their unclaimed dividend
and the corresponding shares, from the IEPF
Authority by applying in the prescribed Form
No. IEPF-5 after getting Entitlement letter duly
signed by the Nodal Officer of the Company. This
Form can be downloaded from the website of
the IEPF Authority www.iepf.gov.in.

In adherence to the said IEPF Rules, the Company
has sent individual reminders to the concerned

shareholders on 26^th May, 2026 as well as
an advertisement has also been published in
The Business Standard (English) and Aajkal
(Bengali) newspapers on 28^th May 2026, and
they are requested to encash their unclaimed
dividends on or before 1^st September, 2026. In
case the Company/RTA does not receive any
claim from such shareholders by 1^st September,
2026., the Company shall proceed to transfer
such unclaimed dividend/ shares to IEPF as per
the IEPF Rules, without any further notice.

Details of such unclaimed dividend and
corresponding shares are available on the
Company's corporate website at https://www.
goodricke.com/unclaimed-dividends. Attention
in particular is drawn that the unclaimed
dividend for the financial year 2018-2019
and the corresponding shares will be due for
transfer to IEPF on 1^st September, 2026.

The unclaimed dividend for the undernoted years and the corresponding shares will be transferred
by the Company to IEPF in accordance with the schedule given below:

DEPOSITS

Your Company has not accepted any deposits
from public in terms of provisions contained in
Chapter V of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration
of Directors and employees as required under
Section 197(12) of the Act and Rule 5(1) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (Rules)
have been appended as an Annexure VI to this
Report.

The statement containing particulars of
employee remuneration as required under
provisions of Section 197(12) of the Act and
Rule 5(2) and 5(3) of the Rules, forms part
of this Report. In terms of Section 136(1) of
the Act, the Annual Report is being sent to
the Shareholders, excluding the aforesaid

statement. Copies of the said statements
are available at the registered office of the
Company during the designated working hours
from 21 days before the AGM till the date of the
AGM. Any Members interested in obtaining such
details may write to the Company Secretary
at Hyperlink "mailto:chkarnab@goodricke.
com"chkarnab@goodricke.com, stating their
Folio No./DPID & Client ID.

POLICY ON PREVENTION OF INSIDER TRADING

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 Directors, employees and other
designated persons, who could have access
to unpublished price sensitive information of
the Company, are governed by this Code._r
The trading window for dealing with equity^

CT^--
shares of the Company is duly closed during
declaration of financial results and occurrence
of any other material events as per the code.
During the year under review there has been
due compliance with the code.

In terms of the Regulation, Board has
appointed the Company Secretary, as the
Compliance Officer under the Code to deal with
dissemination and disclosures of unpublished
price sensitive information. The said regulation
is available at company's web link http://www.
goodricke.com/policies

(c) Foreign exchange earnings and Outgo

During the year, the foreign exchange outgo
was Rs. 1.86 million and the foreign exchange
earning was Rs. 1678.64 million.

MATERIAL CHANGES AND COMMITMENTS -
SALE OF TEA ESTATES

In line with the Company's strategic objective
to improve operational efficiency, reduce
debt, and enhance long-term profitability and
sustainability, the Board of Directors, at its
meeting held on 13^th November 2024, granted
in-principal approval to explore the potential
sale of certain loss-making tea estates.
Pursuant to the said approval, the Company
has, till date, disposed of the bearer plants and
specified assets pertaining to its Chulsa Tea
Estate and Leesh River Tea Estate.

Thereafter, at its meeting held on 13^th November
2025, the Board reviewed the matter and
observed that the Company may, from time
to time, evaluate the divestment of additional
loss-making tea estates or other non-core
assets that do not materially contribute to
the Company's financial performance. In this
regard, the Members of the Company, by way
of resolutions passed through Postal Ballot
on 3^rd January 2026, approved the sale, lease,
transfer, or other disposal, in one or more
tranches, of certain tea estates of the Company
constituting the whole or substantially the
whole of an undertaking, or such specified
assets of the Company, where the aggregate
net book value exceeds twenty percent but
does not exceed thirty percent of the net book
value of the undertaking of the Company.

Subsequent thereto, the Company executed a
Non-binding Memorandum of Understanding
(MoU) with prospective Buyers to facilitate the
commencement of due diligence in relation
to the proposed sale of Chalouni Tea Estate,
on an "as is, where is" basis. The indicative
consideration for the proposed transaction
is Rs. 19,00,00,000/- (Rupees Nineteen Crore
Only), exclusive of applicable taxes, and
is subject to adjustments for the value of
current assets and liabilities as on the date
of execution of the definitive agreement,
post completion of due diligence. A definitive
agreement for sale dated 21^st May 2026 has
been duly executed with Chalouni Plantations

Pvt. Ltd. (the "Buyer") for the proposed sale of
the aforesaid tea estate, upon completion of
satisfactory due diligence. The Company has
made all requisite disclosures in respect of the
said transaction to the Stock Exchange(s) from
time to time, in compliance with Regulation 30
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Save as disclosed above, there have been no
material changes and commitments affecting
the financial position of the Company between
the end of the financial year and the date of
this Report.

CAUTIONARY STATEMENT

Statements in this Management Discussion
and Analysis Report describing the Company's
objectives, projections, estimates and
expectations may be "forward looking
statements" within the meaning of applicable
securities laws and regulations. Actual results
may differ materially from those expressed or
implied due to factors beyond control.

ACKNOWLEDGEMENT

Goodricke is a progressive organisation and
believes it can attain its full potential by
developing and maintaining a cordial work
culture that promotes happiness at workplace.
We maintain transparency and openness
at every level of functioning within the
company, thereby assigning responsibility and
accountability to individuals, Board committees
and management teams.

Your Directors place on record their appreciation
for employees at all levels, who have
contributed to the growth and performance of
your Company.

Your Directors also thank the business
associates, shareholders and other stakeholders
of the Company for their continued support.

On Behalf of the Board

Shaibal Dutt
Managing Director & CEO
(DIN 10054002)

Soumen Mukherjee
Director (Finance) & CFO
(DIN 08240868)

Place: Kolkata
Date^: 27^th May, 2026

1

Ceased to be the Member of the Committee w.e.f. 6^th September, 2025.

2

Appointed as the Member of the Committee w.e.f. 6^th September, 2025.