Your Directors hereby present their 161^st Annual Report together with Audited Financial Statements for the year ended 31^st March
2026:

I. FINANCIAL PERFORMANCE:a) Standalone Financial Results

b) Overview of Performance

During FY 2025-26, the Corporation achieved total revenue of Rs. 427.27 Cr compared to Rs. 472.44 Cr in FY 2024-25. This
includes dividend of Rs. 120.31 Cr from overseas subsidiary as compared to Rs. 182.21 Cr in the previous year. Thus, the
total revenue of Rs. 295.81 Cr at operating level for FY 2025-26 was higher compared to Rs. 275.11 Cr for the previous
year.

Division wise performance:

i. Tea:

Overall tea production, including bought leaf was lower at 30.16 lakh kgs as compared to 36.06 lakh kgs for the
previous year. Total tea sales were at 37.5 lakh kgs as compared to 39.97 lakh kgs for previous year. The average
selling price of tea was at Rs. 172 per kg as against Rs. 161 per kg for the previous year. Tea division performed better
mainly on account of shut down of Singampatti estates.

During the year under review, the Corporation has sold Tea Plantations (Dunsandle Estate) situated at Village Sholur,
Taluka - Udhagamandalam, District - Nilgiris for a total consideration of Rs. 120 Crs.

ii. Auto Electric Components Business (Electromags):

Turnover for the year was higher at Rs 191.77 Cr as compared to Rs. 174.52 Cr in the previous year resulting in
improved performance compared to the previous year.

iii. Health Care (Dental Products of India):

Dental products reported increase in turnover at Rs. 37.71 Cr compared to Rs. 34.75 Cr in the previous year.

iv. Material Changes and Commitments, if any, affecting the financial position of the Corporation:

No material changes and commitments have occurred after the closure of the year under review till the date of this
report, which would affect the financial position of the Corporation.

c) Subsidiaries and Associate Companies

A report on the financial performance of each of the Subsidiaries and Associates included in the Consolidated Financial
Statements is provided in Form AOC-1 and forms part of this Annual Report.

The Corporation has one material listed Indian subsidiary, viz. Britannia Industries Limited.

In addition, the Corporation has material unlisted overseas subsidiary viz. Leila Lands Limited.

d) Consolidated Financial Results
Overview of Performance

The Corporation has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards
as prescribed under the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The Consolidated
Financial Statements reflect the results of the Corporation and those of its subsidiaries and associates. As required under
Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["Listing Regulations"]
the Audited Consolidated Financial Statements together with the Independent Auditors' Report thereon are annexed
and form part of this Annual Report.

Consolidated sale of products and services of the Corporation for the year ended 31^st March 2026 was Rs. 19,241.05
Cr compared to Rs. 17,886.69 Cr in FY 2024-25, registering a growth of 7.57%. However, the Corporation has reported
a profit of Rs. 2,499.25 Cr for the year compared to profit of Rs. 2,199.36 Cr in previous year in consolidated financial
statements.

e) Share Capital

The issued, subscribed and paid-up Share Capital of the Corporation stood at Rs. 13.95 Cr. as at 31^st March 2026 comprising
of 6,97,71,900 Equity Shares of Rs. 2 each fully paid-up. There was no change in share capital during the year under
review.

f) Non-Convertible Debentures and Long-Term Loans

i. The Corporation has not issued any Non-Convertible Debentures (NCDs) on a private placement basis during the
year under review.

ii. The Corporation has also prepaid the Term Loans during the year availed from various Banks amounting to Rs.73.44
Cr.

g) Dividend

The Board of Directors at their meeting held on 13^th February, 2026 declared 1^st Interim Dividend of Rs. 17/- per equity
share for the financial year ended 31^st March 2026 involving an outflow of Rs. 118.61 Cr.

Considering that the Corporation had already declared an interim dividend of Rs. 17/- per equity share for the financial
year 2025-26, no final dividend has been declared for the said financial year.

h) Reserves

Your Corporation does not propose to transfer any amount to the reserves for financial year 2025-26.

i) The change in the nature of business, if any

There is no change in Nature of business of the Corporation.

II. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo in
accordance with the provisions of clause (m) of sub- section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is appended as Annexure A to this Report.

III. DIRECTORS

a) Appointment/ Re-appointment
Non-Executive Director

In accordance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Articles of Association of the
Corporation, Dr. (Mrs.) Minnie Bodhanwala (DIN: 00422067), Non-Executive Director, retires by rotation at the ensuing
Annual General Meeting ('AGM') and being eligible, offers herself for re-appointment.

Independent Directors

During the year under review, Mrs. Chandra Iyengar (DIN: 00391684), Independent Director resigned from the Board of
Directors of the Corporation with effect from 28^th May 2025.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors vide a resolution
passed by Circulation on 24^th August 2025, appointed Ms. Rukhshana Jina Mistry (DIN: 08398795), as an Additional
Director in the category of Independent Woman Director of the Corporation with effect from 26^th August 2025 upto 25^th
August 2030. Subsequently, the Members of the Corporation have approved the appointment of Ms. Rukhshana Jina
Mistry as the Independent Woman Director of the Corporation through postal ballot on 8^th October 2025.

b) A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the Independent directors appointed during the year

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience (including
proficiency in terms of section 150(1) of the Companies Act, 2013 and applicable rules thereunder) required to be
Independent Directors of the Company, fulfill the conditions of independence as specified in the Act. In terms of section
150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors
of the Corporation have already undertaken requisite steps towards the inclusion of their names in the databank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.

c) Declaration by Independent Directors

The Corporation has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed both under the Act and the Listing Regulations.

d) Board Evaluation

Pursuant to the applicable provisions of the Act and Regulation 19 of the Listing Regulations, the Board undertook
an annual performance evaluation of its performance and that of its Committees viz. Audit Committee, Stakeholders'
Relationship Committee, Nomination and Remuneration Committee, CSR Committee, Risk Management Committee and
of the individual Directors. The manner in which the evaluation was carried out has been explained in the Corporate
Governance Report.

e) Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee, has formulated a Policy for the
remuneration of Directors, Key Managerial Personnel and Senior Management Team. Brief details of the Policy are
provided in the Corporate Governance Report and also posted on the website of the Corporation at https://bbtcl.com/
policies/

f) Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 ('the Act'), the Directors, to the best of their knowledge and
ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;

ii. they have selected such accounting policies and applied them consistently and made judgements and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation at 31^st March
2026 and of the profit of the Corporation for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Corporation and for preventing and detecting fraud and
other irregularities;

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

v. they have laid down internal financial controls to be followed by the Corporation and that such internal financial
controls are adequate and were operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the
Corporation, reports of the internal, statutory, cost, and secretarial auditors duly reviewed by the management
and the Board including the Audit Committee, the Board is of the opinion that the Corporation's internal financial
controls were adequate and operating effectively during the FY 2025-26.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility ('CSR') Committee comprising of three Directors of which one is an
Independent Director. The CSR Policy of the Corporation is in accordance with the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The requisite details are appended to this Report as Annexure B.

V. EMPLOYEES

a) Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Corporation are Mr. Ness Wadia, Managing
Director, Mrs. Lalita Rajesh, Chief Financial Officer and Mrs. Gandhali Upadhye, Company Secretary and Compliance
Officer.

During the year under review, Mr. Murli Manohar Purohit ceased to be the Company Secretary & Compliance Officer of
the Corporation w.e.f 26^th June 2025 and Mrs. Gandhali Upadhye was appointed as Company Secretary & Compliance
Officer w.e.f. 27^th June 2025.

b) Particulars of Employees

The information as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is appended to this Report as Annexure C.

Having regard to the provisions of the Section 136(1) of the Act, the Annual Report is being sent to the members and
others entitled thereto, excluding the information on employees' particulars as required under Rule 5(2) of the aforesaid
Rules. The said information is available for inspection by the members at the Registered Office of the Corporation during
business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in
obtaining a copy thereof, such member may write to the Corporation and the same will be furnished on request.

c) Disclosure on Sexual Harassment of Women at Workplace

The Corporation has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Corporation has
constituted an Internal Committee for providing a redressal mechanism pertaining to sexual harassment of women
employees at workplace. The disclosure with respect to Sexual Harassment of Women at workplace forms part of
Corporate Governance Report.

The statement of complaints during the year under review, is as follows:

d) Compliance with provisions of Maternity Benefit Act, 1961:

During the year under review, the Corporation has duly complied with the applicable provisions of Maternity Benefit Act,
1961.

VI. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion & Analysis forms part of
the Annual Report.

VII. GOVERNANCE / SECRETARIAL

a) Corporate Governance Report

In accordance with the provisions of the Listing Regulations, a separate report on Corporate Governance along with the
Certificate on compliance of the conditions of Corporate Governance as issued by the Company Secretary in Practice is
appended to this Report as Annexure D.

b) Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of Listing Regulations, the Business Responsibility & Sustainability Report of the
Corporation for the FY 2025-26 forms part of this Annual Report.

Further, the Corporation has obtained Assurance on the BRSR Core for FY 2025-26 From TUV SUD South Asia Private
Limited, in accordance with the SEBI circulars. The BRSR and the Assurance Report on the BRSR Core, forms part of the
Annual Report.

c) Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Corporation
and can be accessed at https://bbtcl.com/investor-relations/annual-return/ .

d) Board Meetings:

During the year, seven Board Meetings were duly convened and held. The details of Board and its Committees meetings
are given in the Corporate Governance Report that forms part of this Annual Report.

e) Whistle Blower Policy

The details of the Whistle Blower Policy are given in the Corporate Governance Report.

f) Related Party Transactions

The Corporation has formulated a Policy on Related Party Transactions which is disclosed on its website https://bbtcl.
com/policies/ .

All transactions entered into with related parties as defined under the Act, Indian Accounting Standards (Ind AS 24)
and Regulations 2(1)(zc) and 23 of the Listing Regulations during the year under review, were in the ordinary course
of business and on an arms' length basis and did not attract the provisions of Section 188 of the Act. With regard to
transactions with Related parties under the provisions of Regulation 23 of the Listing Regulations, prior approval of the
Audit Committee was obtained wherever required.

During the year under review, the Corporation had not entered into any contract/ arrangement/transactions with related
parties which could be considered as material in nature. Accordingly, there are no material related party transactions to
be reported in Form AOC-2.

Disclosures pertaining to transactions with related parties are given in Note no. 45 of the Notes forming part of the
Standalone Financial Statements for the FY 2025-26.

g) Risk Management

Your Corporation has a well-defined risk management Framework and organizational structure in place for managing and
reporting risks periodically. The details of the Risk Management Committee are covered in the Corporate Governance
Report.

h) Audit Committee

The Corporation has constituted an Audit Committee in terms of requirements of the Act and Regulation 18 of the
Listing Regulations. The Composition of the Audit Committee as on 31 March, 2026 is as under:

i) Insurance

The Corporation's plant and machinery, building, stocks and assets are adequately insured.

j) Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in
Note No.3,4,5 and 44 forming part of the Standalone Financial Statements.

k) Significant & Material Orders Passed by the Regulators
Singampatti Land matter

Members are aware that the Corporation has been cultivating tea and carrying on all its plantation activities at Singampatti
tea estate Tamil Nadu under a valid lease since 1929.

This lease land was classified as Forest land by Tamil Nadu government in February 2018. Further, the said land has
been classified as Tiger reserve under the Wildlife Protection Act, despite the fact that the Corporation has a bustling
township on the said land. The Tamil Nadu government, however, upheld the lease rights and allowed the Corporation to
continue its plantation activities. The Corporation is contesting these matters before the Madras High Court.

During the financial year 2018-2019, the Commissioner of Land Administration in Tamil Nadu passed an order cancelling
the lease for violation of conditions with regard to the clearing of certain areas. The Corporation has challenged the said
order before the Madras High Court by way of Writ. The said writ has been admitted and interim relief restraining the
Government from interfering with lawful operations and ingress and egress by the Corporation.

Also, in February 2018, the Government authorities in Tamil Nadu demanded increased lease rental in respect of the
lease land retrospectively from 1958 to 2018 amounting to Rs. 223.96 Cr. In January 2019, a further demand of Rs. 7.96
Cr as increased rental for the year 2019 was also raised. The Corporation had challenged the said demands by way of
writ petition before Madras High Court and the said demands have been set aside by the Honourable High Court vide
order dated 18 August 2025. The Court has remanded the matter to the Deputy Director, Project Tiger for lease rent re
quantification, subject to strict adherence to due process, with notice by 8 September 2025 and granting opportunity of
hearing with conclusion by 15 October 2025. The Corporation has not received any fresh demand/notice, in accordance
with the High Court order dated 18 August 2025, as on date for this matter.

While all these matters are pending before the court, the Corporation has successfully implemented VRS
at Singampatti Group of Estates, and the operations have ceased with effect from 15^th June 2024. While the plantation
area, fuel reserves and ancillary areas have been handed over to the Forest Department, the Factories and residential
buildings are still in the possession of BBTCL. The dismantling of the factories is in progress and once completed these
areas will also be handed over to the department.

There are no other significant and material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and the Corporation's operations in future.

l) The Details of Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during
the year along with their status as at the end of the Financial Year

There are no pending proceedings under the Insolvency and Bankruptcy Code, 2016 against the Corporation.

m) The Details of difference between amount of the Valuation done at the time of one-time settlement and the
Valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

There was no instance of a one-time settlement with any Bank or Financial Institution during the period under review.

n) Secretarial Standards

During the year under review, the Corporation has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

VIII. AUDITORSa) Statutory Auditors

At the 160^th Annual General Meeting ("AGM") held on 14^th August, 2025, Members had re-appointed M/s Walker Chandiok
& Co. LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) as Statutory Auditors of the Corporation,
for a period of five (5) consecutive years from the conclusion of the 160^th AGM till the conclusion of 165^th AGM of the
Corporation to be held in the year 2030.

b) Cost Audit

In terms of Section 148 of the Act, the Corporation is required to maintain cost records and have the audit of its cost
records conducted by a Cost Accountant. Cost records are prepared and maintained by the Corporation as required
under Section 148(1) of the Act. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s
Jyothi Satish & Co as Cost Auditors of the Plantations and Electromags Division of the Corporation for FY 2026-27 at a
remuneration of Rs. 2,50,000/- plus taxes as applicable and reimbursement of actual out of pocket expenses.

The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors.

The remuneration payable to them is required to be ratified by the shareholders at the ensuing Annual General Meeting.

The Cost Audit Report for the FY 2024-25 was filed with the Ministry of Corporate Affairs on 19^th September 2025.

c) Secretarial Audit

At the 160^th Annual General Meeting ("AGM") held on 14^th August, 2025, Members had appointed M/s Tushar Shridharani
& Associates , LLP Practicing Company Secretaries (LLPIN: ACL-9350) as Secretarial Auditor for a term of 5 consecutive
years commencing from FY 2025-26 to FY 2029-30. The Secretarial Audit Report does not contain any qualification,
reservation, or adverse remark. The Report of the Secretarial Auditor is appended as Annexure E.

d) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any
instances of Frauds committed in the Corporation by its Officers or Employees to the Audit Committee under section
143(12) of the Companies Act, 2013.

e) Auditors' Qualifications

Statutory Auditors' Report, Cost Auditors' Report and Secretarial Auditors' Report do not contain any qualification,
reservation or adverse remarks on Standalone Financial Statements.

IX. DEPOSITS

Your Corporation has not accepted during the year any deposits from the public or its employees within the meaning of
section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

X. INTERNAL FINANCIAL CONTROLS

Your Corporation maintains adequate and effective internal control systems which are commensurate with the nature, size,
and complexity of its business and ensures orderly and efficient conduct of the Corporation's business. The internal control
systems in all Divisions of the Corporation including the Corporate office are routinely tested and verified by independent
Internal Auditors and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit
Committee reviews the adequacy and effectiveness of the Corporation's internal control requirement and monitors the
implementation of audit recommendations.

Your Corporation has in place adequate Internal Financial Controls with reference to Financial Reporting which ensure
adherence to the Corporation's policies, safeguarding of its assets, maintaining proper accounting records, and providing
reliable financial information. During the year, such controls were tested and no reportable material weaknesses in design or
operation were observed.

XI. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions
pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of
which loan was given by the Corporation (as there is no scheme pursuant to which such persons can beneficially hold
shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. The Corporation does not have any scheme of provision for the purchase of its own shares by employees or by trustees
for the benefit of employees.

XII. ACKNOWLEDGEMENTS

Your Directors thank all Customers, Shareholders, Suppliers, Bankers, Employees and other business associates for their
continued support.

On behalf of the Board

Nusli N Wadia

Chairman
(DIN: 00015731)

Mumbai, 13^th May, 2026