Your Directors have pleasure in presenting the Twenty-Seventh Annual Report with the Audited Financial Statements of your
Company for the financial year ended 31st March 2025.

REVIEW OF PERFORMANCE

The financials of the Company for the year ended 31st March 2025 are summarized below: (' in lakhs)

FINANCIAL PERFORMANCE

The Operational Turnover of the Company was Rs. 1,02,436 lakhs as against Rs. 92,342 lakhs in the previous year. Loss before
exceptional items and tax was Rs. 23,610 lakhs as against Rs. 30,451 lakhs in the last year. The Company made a post-tax loss
of Rs. 19,636 lakhs in the year under review as against a loss of Rs. 26,565 lakhs in the earlier year. The Company's financial
position has continued to be under stress. However, before finance cost and depreciation, there is a profit of Rs. 2,436 lakhs
whereas there was a loss of Rs 6,745 lakhs in the previous year. The improvement was mainly due to better selling price of teas.

The Consortium of Lenders of McLeod Russel India Limited (comprising of ICICI Bank Limited, State Bank of India, HDFC Bank
Limited, Axis Bank Limited, Punjab National Bank, UCO Bank, Indian Bank and RBL Bank Limited) ('Assignors') have assigned
the Loan Accounts/Financial Assets together with all underlying securities, guarantees, rights, title and interest in respect
thereof for all exposures in favor of National Asset Reconstruction Company Limited (NARCL) jointly by virtue of the Joint
Assignment Agreement dated 12th March 2025 (Assignment Agreement), under the provisions of Section 5 of the
Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act).
Subsequent to the assignment of the financial assets, NARCL has become the lender / secured creditor and all rights, title and
interest stands vested with NARCL in respect of the financial assistance extended by the Assignors. The Company is also in
process of restructuring of its outstanding debt for all other Lenders including J.C. Flowers Asset Reconstruction Private
Limited and IndusInd Bank Limited.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 60,00,00,000/- divided into 12,00,00,000 equity shares of Rs. 5/- each
and the Issued, Subscribed and Paid up share capital of the Company is Rs. 52,22,79,000/- divided into 10,44,55,735 equity
shares of Rs. 5/- each.

During the year, the Company did not issue any shares with differential rights or convertible securities. The Company does not
have any scheme for the issue of shares, including sweat equity to the employees or directors of the Company. The Company
does not have a scheme for the purchase of its shares by employees or by trustees for the benefit of employees.

As informed in the previous report, the suspension from trading on the securities of the company from The Calcutta Stock
Exchange Limited (CSE) has been revoked by CSE with effect from 03^rd July 2025.

There was no change in the capital structure of the Company during the period under review.

RECLASSIFICATION OF PROMOTER AND PROMOTER GROUP

As mentioned in the report of previous year, the Company at the request of Eveready Industries India Limited ('EIIL'), falling
under Promoter and Promoter Group Category had applied for reclassification of EIIL from 'Promoter and Promoter Group'
category to 'Public Shareholder' category.

During the year under review, the Company had received approval from the BSE Limited (BSE) vide its letter no. LIST/COMP/AK/
1430/2024-25 dated 19th November, 2024 and National Stock Exchange of India Limited (NSE) vide its letter no.
NSE/LIST/317 dated 19th November, 2024, for reclassification of EIIL (holding 40 Equity Shares of the Company) from
"Promoter & Promoter Group" category to "Public Shareholder" category pursuant to the provisions of Regulation 31A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing Regulations).

TRANSFER TO GENERAL RESERVE

The Board has decided not to transfer any amount to the General Reserve for the year ended 31st March 2025 because of loss
sustained.

DIVIDEND

In view of the loss sustained by the Company during the year under review, the Board decided to not recommend any dividend
for the year ended 31st March 2025.

REVIEW OF OPERATIONS

During the financial year under review, unfavorable weather was prevalent in the North and South bank of Assam and Dooars
region of West Bengal resulting in a loss in crop in comparison to the previous year. The saleable production of your Company
was 366.82 Lakh Kgs tea, as compared to 391.94 Lakh Kgs in the previous year.

A better quality of tea was produced during the financial year with improved efficiency on plucking and maximizing
deployment in this field activity. "Integrated Pest Management" practice continued as per past practice and was very effective
resulting in improved pest control and reduced cost. However, with inclement weather, during most times there was
considerable build up in pest activity through the year. Shortage of workers was a major problem resulting in high
absenteeism. This is being monitored closely across all estates to minimize absenteeism and improve worker turnout. A high
standard of Clonal Tea nurseries continued to be established in all estates. A healthy standard of Shade Nurseries was grown
providing adequate saplings required for shade infilling and interlining. The Afforestation program continues to be enhanced
along with creation of new water-bodies, to improve the "micro-climate", in select areas. This has become essential to counter
the effects of climate change. Alternate cropping of melia dubia and agarwood has established satisfactorily.

To improve efficiency and cost of irrigation, conversion of power source for irrigation from a diesel generating set to electricity
was undertaken. Two estates in the South bank of Assam were converted from coal fired stoves to Natural gas firing. This will
reduce cost of fuel consumption and improve efficiency on firing of tea in the dryers.

It has always been Your Company's endeavor to produce Quality teas, which continued to command a premium, both in the
domestic and international markets. The average selling price was higher during the financial year under review in comparison
to previous year. Factory infrastructure and machinery continued to be enhanced upon with emphasis on increasing
production of Orthodox tea on select estates.

The Company operates thirty-one factories in Assam that are certified under ISO 22000:2018. Additionally, all thirty-one
estates, along with the McLeod Russel Blending Unit, are certified under the Rainforest Alliance. Furthermore, every estate and
factory in Assam holds Trustea certification, reflecting our continued commitment to sustainable and responsible practices.

Your Company is also an active participant in the Ethical Tea Partnership, a global forum that brings together international
buyers and producers to collectively promote sustainability in the tea industry. As part of these efforts, we have established
Community Development Forums across nine of our estates. These forums serve as a platform to facilitate government-
mandated welfare schemes, enhance awareness and improve the overall livelihoods of our workforce and their families.

Over the past few years, we have collaborated with various respected organizations including UN Women, IDH, CINI, ETP and
ITA. These partnerships aim to raise awareness and promote responsible practices across all levels of our workforce, with a
strong emphasis on empowering women. Initiatives such as Preventing Violence Against Women and Girls, the Women's
Safety Accelerator Fund, Work and Opportunities for Women, Global Alliance for Improved Nutrition, Project Sanitation and
Child Protection now extend across all thirty-one estates in Assam. These programs have played a pivotal role in fostering social
awareness and improving the wellbeing of women and children within our communities.

The Company performed well in the domestic and overseas markets and achieved a total sales turnover of Rs. 101099.65
lakhs. Positive and favorable feedback was received from all buyers, both in terms of quality and deliveries. Your Company
continues to be the leading producer-exporter of tea with shipments to over ten countries worldwide at an export sale value
of Rs. 27,394.27 lakhs.

INSOLVENCY AND BANKRUPTCY CODE (IBC)

During the year under review, subsequent to assignment to National Asset Reconstruction Company Limited (NARCL) as
mentioned elsewhere in the report, the Applications earlier filed by State Bank of India, HDFC Bank Limited and Indian Bank
before Hon'ble National Company Law Tribunal, Kolkata ('NCLT') for initiating the Corporate Insolvency Resolution Process
(CIRP) under the Insolvency and Bankruptcy Code, 2016 ('Code'), were substituted in the name of NARCL acting in its capacity
as a Trustee of NARCL Trust - 0026(acting through its attorney India Debt Resolution Company Limited) pursuant to the
application filed by NARCL. The matter is still pending and is being contested by the Company.

Further, applications filed before NCLT, Kolkata for initiating CIRP under the Code by Shah Brothers, PDK Impex Pvt. Ltd.,
IndusInd Bank Limited, are still pending and are being contested by the Company.

Subsequent to the closure of financial year, application for initiating CIRP under the Code has been filed by Indian Tea
Association before NCLT, Kolkata. The matter is being contested by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of requirements of Regulation 34(2)(e) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
('Listing Regulations'), a Management Discussion and Analysis Report is attached as Annexure - I forming part of this Report.

During the year under review, there was no change in the nature of the Company's business.

REPORT ON CORPORATE GOVERNANCE

In terms of requirements of Regulation 34(3) of the Listing Regulations, a Report on Corporate Governance together with the
Auditors' Certificate regarding Compliance of Conditions of Corporate Governance are attached as Annexure II and Annexure
III respectively, forming part of this Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has one wholly owned subsidiary namely, Borelli Tea Holdings Limited, U.K. (Borelli) and three step down
Subsidiaries. Borelli is engaged in the business of investing funds in various companies engaged in tea production, blending
and marketing activities. As at the end of the year on 31st March 2025, Borelli had the following Subsidiaries in different
countries:-

(i) McLeod Russel Uganda Limited, Uganda - controlling stake of Borelli being 100%

(ii) McLeod Russel Middle East DMCC, UAE* - controlling stake of Borelli being 100%

(iii) McLeod Russel Africa Limited, Kenya - controlling Stake of Borelli being 100%

*The name of "McLeod Russel Middle East DMCC" has been changed to "McLeod Russel Middle East FZCO" w.e.f. 17th June
2025.

The performances of the Subsidiaries are summarised below for your information. As required under Section 129(3) of the
Companies Act, 2013 ("the Act") and Regulation 33 and 34(2)(b) of the Listing Regulations, Consolidated Profit & Loss
Statement of the Company and its subsidiaries and the Consolidated Balance Sheet of the Company and its subsidiaries
prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standard) Rules, 2015 as amended ("Ind AS") are appended in the Annual Report.
Investments made in D1 Williamson Magor Bio Fuel Limited, an Associate Company, have been fully provided for in the
Accounts of the earlier years and as such the Financial Statements of the said Company have not been considered for
consolidation.

A statement containing the salient features of the financial statements of the Company's Subsidiaries and the Associate
Company pursuant to the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 prepared in Form AOC-1
is attached to the financial statements of the Company for your information.

In terms of Regulation 34(2)(a) of the Listing Regulations, Statement on impact of Audit Qualifications as stipulated in
Regulation 33(3)(d) of the Listing Regulations are appended in the Annual Report.

Although the Company does not have any material subsidiary, still the Company has formulated a Policy for determining
"Material Subsidiary" and the same is disclosed on the website of the Company and can be accessed at:
http://www.mcleodrussel.com/ investors/policies.aspx

The performance of Borelli Tea Holdings Limited and its subsidiaries during the year were as follows:

BORELLI TEA HOLDINGS LIMITED

At the close of the financial year, Borelli Tea Holdings Limited ("Borelli") has investments in its subsidiaries in Uganda, Dubai
and Kenya. During the year under review, Borelli has a loss after tax GBP 336800 as compared to previous year (2023-24) loss
of GBP 70137.

McLEOD RUSSEL UGANDA LIMITED (MRUL)

MRUL is a fully owned subsidiary of Borelli Tea Holdings Limited. It prepares its accounts on calendar year basis. During the
calendar year 2024, the Company's total comprehensive Loss was USD 2.604 Million as against total comprehensive Loss of
USD 3.378 Million in year 2023. During the year, the company was able to maintain its creditability with banks by paying back
their dues but few of the other creditors were not paid their dues. For the year, depreciation was USD 1.218 million and
finance-cost was USD 1.745 million; EBIDTA was negative by USD 0.27 million.

Manufacture, Sales, Selling-Price and Closing Stock:

During the calendar year 2024, MRUL manufactured 15.735 million kgs of tea (2023 - 19.436 million kgs). During the year 2024,
MRUL sold 1 6.062 million kgs tea (2023 - 19.851 million kgs). Average selling price per kg during 2024 was USD 0.81 (2023 -
USD 0.95). Closing Stock of tea as at 31 st December 2024 was 2.37 million kgs (31st December 2023 - 2.73 million kgs).

Outlook:

In 2024, MRUL tea production experienced notable declines compared to the previous year. Production from bought Leaf has
decreased by 19,83,458 kgs in 2024 as compared to 2023; representing a 27% reduction and Own Crop Production
decreased by 17,17,378 kgs in 2024 as compared to 2023, marking a 14% decrease.

The production decline can be attributed to a general decrease in rainfall across all estates, which had a direct impact on tea
yields. The reduced rainfall resulted in lower production levels, contributing to the overall decline in tea output for the year.

Auction prices were low compared to 2023, though there was an improvement in the last quarter of the year with a strong
demand and good participation from different markets e.g Egypt, Pakistan and Sudan with more inquiries from other buyers
compared to the same months in the last year.

FSMS (ISO 22000:2018) Certificate was renewed following a successful audit in August 2024 and is valid until 30th August
2026. The validity of Rainforest Alliance Group certificate and License was maintained following a first surveillance audit in
November 2024.

McLEOD RUSSEL MIDDLE EAST - DMCC (MRME)

MRME is a fully owned subsidiary of Borelli Tea Holdings Limited. It prepares its accounts calendar year wise. During the
calendar year 2024, the Company's total comprehensive Income is USD 116620 as against total comprehensive Income of
USD 97593 in year 2023.

The name of "McLeod Russel Middle East DMCC" has been changed to "McLeod Russel Middle East FZCO" w.e.f. 17th June
2025.

Purchase, Sales, Gross profit and Closing Stock:

During the year 2024, MRME purchased 815,657 kgs of tea (2023 - 673,530 kgs). During the year 2024 MRME sold 839,085
kgs tea (2023 - 644,270 kgs). Gross profit for the year 2024 was 18.68% (2023 - 19.81 %). Closing stock of tea as at 31st
December 2024 was 95,949 kgs (31st December 2023 - 119,377 kgs).

Outlook:

Business progressed steadily in 2024 with the main local and cross trade customer. In addition, smaller local customers were
also developed and with volumes increasing to a significant level during the year. All customers have expressed satisfaction on
their deliveries and assured of repeat and increased business in the coming year. MRME also started shipments to Indonesia.
The business with CIS countries remained elusive due to a slowdown in their sales during the year. Growth of the business
continued to be hampered by the lack of finances available for MRME's trading activities.

2025 is expected to bring further growth in MRME's business and profitability. Higher sales volumes are expected from all the
three main sales verticals. MRME has signed a large annual contract with two customers for the UAE local market. MRME has
also started moving shipments to CIS countries and Indonesia and we expect to have an annual contract for both these sectors
in 2025.

McLEOD RUSSEL AFRICA LIMITED, KENYA (MRAL)

MRAL is a fully owned subsidiary of Borelli Tea Holdings Limited. It prepares its accounts calendar year wise. During the
calendar year 2024, the Company's total comprehensive income is USD 279223 as against total comprehensive income of
USD 231279 in year 2023.

Purchase, Sales, Gross profit and Closing Stock:

During the year 2024, MRAL purchased 3.62 million kgs of tea (2023 - 3.64 million kgs). During the year 2024, MRAL sold
3.61 million kgs tea (2023 - 3.62 million kgs). Gross profit for the year 2024 was 9.8% (2023 - 10.9%). Closing stock of tea as
at 31st December 2024 was 240,588 kgs (31st December 2023 - 229,114 kgs).

Outlook:

During the year, lower prices were registered at the auction and cashflow challenges persisted in our key destinations of Egypt,
Afghanistan and Kazakhstan.

The year saw a much-improved performance at MRAL in terms of profitability. This has been attributed to aggressive
marketing and improved service delivery. More activity was seen on the Orthodox teas with clients from Saudi Arabia and
Ukraine making good enquiries. Ukraine remained greatest supporter and contracted in excess of 1million kgs from MRAL.

Good business was recorded with Egypt even with the payment challenges. MRAL has managed to collect all the previous
outstanding dues from the destination. The emergence of smaller traders absorbing cheaper teas at the auction stands as a
challenge to our business in Egypt as MRAL offers quality teas to the destination. Kazakhstan continues to suffer cash flow
problems and a resurgent inflation in the economy. Cautious trading was done to minimize the trading risks with the
destination. Saudi Arabia offered the much- needed support with good margins. The number of clients from the destination
increased during the year with more enquiries made. There was some slightly reduced activity in UAE, Spain and USA. Margins
from UAE remains very minimal compared to our other destinations.

In the local economic environment, the Kenya shilling was slightly more stable compared to the previous year with the
inflationary rate flattening. Towards the end of the year, prices at the auction started to improve. This posed as a challenge as
all MRAL clients are still insisting on the previous low offers. MRAL remains unable to offer credit facilities to its clients thus
having a competitive disadvantage compared to other traders in Mombasa. The dumping of previously unsold old teas to key
destinations also poses as a challenge to MRAL as the teas are circulating in these destinations at very discounted rates.

Going forward MRAL aims at maintaining its client base and source for new ones in promising destinations like Saudi Arabia.

CORPORATE SOCIAL RESPONSIBILITY

The philosophy of your Company towards fair governance going hand-in hand with social responsibilities is deeply embedded
in its day-to-day working. The Company has, over the years, successfully formulated a methodology aimed towards improving
the life of the people and the environment, which surround the units of the Company and thereby enriching the society.

In terms of Section 135(5) of the Companies Act, 2013 ("the Act"), certain class of companies are required to spend at least
2% of Average Net Profits made during the three immediately preceding financial years, in pursuance of its Corporate Social
Responsibility Policy. Although your Company did not have Average Net Profit during the above period computed in terms of
Section 198 of the Act, still like earlier years, it continued with its welfare activities for development in the field of education,
culture and other welfare measures to improve the general standard of living in and around the Tea Estates of the Company
and other areas where it operates.

The Company has a CSR Committee and has adopted a CSR Policy, which can be accessed at
http://www.mcleodrussel.com/investors/policies.aspx. The Corporate Social Responsibility Committee of the Board as on 31st
March, 2025 comprised of Mr. Aditya Khaitan, Executive Director, Mr. Sanjay Ginodia and Ms. Rupanjana De, Independent
Directors. Mr. Aditya Khaitan acts as the Chairperson of the Committee. A report on Corporate Social Responsibility (CSR) is
attached as Annexure VIII forming part of this report.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulations, the Board of Directors of the Company has adopted a Dividend
Distribution Policy. There has been no change in this policy during the year under review. This policy is also available on the
website of the Company and can be accessed at the web link http://www.mcleodrussel.com/investors/policies.aspx.

DIRECTORS AND OFFICERS (D&O) LIABILITY INSURANCE POLICY

In line with the requirements of Regulation 25(10) of the Listing Regulations, the Company has in place a Directors and
Officers (D&O) Liability Insurance policy, which protects the Directors and Officers of the Company for any breach of fiduciary
duty. The Board of Directors on an annual basis reviews the quantum of the D&O Insurance.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section
134(5) of the Companies Act, 2013 for the year ended 31st March 2025 and state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed with no material
departure;

(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 at the end of the
financial year 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 were operating effectively and subject to continuous improvement;

(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.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has an optimum combination of Executive, Non - Executive and Independent Directors including one Woman
Director in line with applicable provisions of the Companies Act, 2013 and the Listing Regulations. The Board of Directors of
the Company as on 31st March 2025 comprised of 6(six) Directors of which 4(four) were Independent Directors. In the
opinion of the Board, all the Directors possess the requisite qualifications, experience and expertise and hold high standards of
integrity. Further details on Board of Directors are provided in the Corporate Governance Report.

CHANGE IN DIRECTORATE

As mentioned in the previous year Report and during the period under review, the tenure of Mr. Suman Bhowmik (DIN:
08514585) and Mr. Raj Vardhan (DIN: 08513917) as Non - Executive Independent Directors of the Company ceased with
effect from 18th July 2024 upon completion of their term as an Independent Director.

The Board places on record its appreciation for the valuable services and cooperation rendered by Mr. Suman Bhowmik and
Mr. Raj Vardhan during their tenure as Directors and Member/Chairperson of the Committees.

Subsequent to the cessation of the aforesaid Independent Directors, the Board based on the recommendation of the
Nomination and Remuneration Committee, approved the appointment of Mr. Amar Nath Dhar (DIN: 10711585) and
Mr. I ndrajit Sengupta (DIN: 00167910) as Additional Directors (Non - Executive Independent) for a period of three consecutive
years commencing from 18th July 2024 to 17th July 2027 (both days inclusive). The said appointments were duly approved by
the shareholders at the 26th Annual General Meeting (AGM) of the Company held on 30th September 2024.

Ms. Rupanjana De (DIN: 01560140) will complete her first term of three (3) years as Independent Director of the Company on
29th December, 2025. On the recommendation of the Nomination & Remuneration Committee and the Board of Directors,
the proposal for re-appointment of Ms. De as Independent Director of the Company for a second term of three (3) consecutive
years commencing from 30th December, 2025 to 29th December, 2028 (both days inclusive), is being included in the Notice
of the ensuing 27th AGM for approval of the shareholders.

The Company has issued a formal letter of appointment/re-appointment to Independent Directors in the manner provided in
the Act. The terms and conditions of the appointment/re-appointment of Independent Directors are placed on the Company's
website and can be accessed at http://www.mcleodrussel. com

RETIREMENT BY ROTATION AND SUBSEQUENT REAPPOINTMENT

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act,
2013, Mr. Amritanshu Khaitan (DIN-00213413) will retire by rotation at the forthcoming Annual General Meeting and being
eligible has offered his candidature for re-appointment.

As per provisions of the Act, the Independent Directors are not liable to retire by rotation.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee
membership held in other companies of Mr. Amritanshu Khaitan proposed to be re-appointed, along with his shareholding in
the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an
Annexure to the Notice of the ensuing AGM.

KEY MANAGERIAL PERSONNEL

During the year under review, the Company had 3(Three) Key Managerial Personnel, being Mr. Aditya Khaitan, Chairman and
Managing Director, Mr. Pradip Bhar, Chief Financial Officer and Mr. Alok Kumar Samant, Company Secretary.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board, that they meet the criteria as stipulated in Section
149(6) of the Companies Act, 2013.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high
standards of integrity required to discharge their duties with an objective independent judgment and without any external
influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of
the Corporate Governance Report of this Integrated Annual Report.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the
data bank maintained by the Indian Institute of Corporate Affairs.

Mr. Indrajit Sengupta, the Independent Director of the Company is exempt to undertake the online proficiency self-assessment
test as per Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Mr. Amar Nath Dhar,
Independent Director of the Company is yet to qualify the said test.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1)
and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 or are
debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any
other such statutory authority.

A certificate of Non-Disqualification of Directors furnished by M/s. A.K. Labh & Co., Company Secretaries as required under
Regulation 34(3) read with Schedule V Para C sub-clause 10(i) of the Listing Regulations is attached as Annexure IX.

MEETINGS OF THE BOARD, EVALUATION OF BOARD AND COMMITTEES, FAMILIARISATION PROGRAMME & VIGIL
MECHANISM

The Board met four times during the year on 30th May 2024, 14th August 2024, 13th November 2024 and 13th February
2025. The intervening gap between any two Board Meetings was within the period prescribed by the Companies Act, 2013.

The details of meetings held and Director's attendance, familiarisation programme and Annual Board Evaluation process for
Directors, policy on Director's appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of Director and also remuneration for Key Managerial Personnel and other employees, composition
of Audit Committee, establishment of Vigil Mechanism for Directors and employees, form a part of the Corporate Governance
Report of this Integrated Annual Report.

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

The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of the
performance of the Board as a whole, the Directors individually as well as the evaluation of the working of the Audit,
Nomination & Remuneration, Stakeholders Relationship and Corporate Social Responsibility Committees of the Board. Annual
Performance Evaluations as required have been carried out. The statement indicating the manner in which formal annual
evaluation of the Directors (including Independent Directors), the Board and Board level Committees is given in the Corporate
Governance Report, which forms a part of this Annual Report.

The Company has adopted a Familiarization Programme for Independent Directors and the same is disclosed on the website of
the Company and can be accessed at http://www.mcleodrussel. com/investors/policies.aspx.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV to the Companies Act, 2013, the Independent Directors had a separate meeting on
12th February 2025 without the attendance of non-independent Directors and members of management. All Independent
Directors were present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out
at the said meeting.

COMMITTEES

As on 31st March, 2025, the Board has 4 statutory Committees: Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. During the year, all
recommendations of the Board Committees which were mandatorily required have been accepted by the Board. A detailed
note on the composition of the Board and its Committees, meetings held during the year and its terms of reference is provided
in the Corporate Governance Report forming part of this Integrated Annual Report. The composition and terms of reference of
all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the Listing
Regulations.

LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are furnished in the
Note 48 to the Financial Statements for the year ended 31st March 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Related Party Transactions entered into by the Company during the year under review were on 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 the financial statements forming part of this Annual Report. There was no contract,
arrangement or transaction with Related Parties which could be considered as material and which may have a potential
conflict with the interest of the Company. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not
applicable to your Company. The Company has formulated a Related Party Transaction Policy and the same is disclosed on the
website of the Company and can be accessed at http://www.mcleodrussel.com/investors/policies.aspx.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and Listing Regulations, the Company has
formulated a Remuneration Policy. There has been no change in this policy during the year under review and a copy of the said
Policy is annexed as Annexure IV and is also available at the website of the Company at the web link
http://www.mcleodrussel.com/investors/policies.aspx

The Remuneration Policy, inter-alia, includes the appointment criterion & qualification requirements, process for appointment
& removal, retirement policy and remuneration structure & components, etc. of the Directors, Key Managerial Personnel (KMP)
and other senior management personnel of the Company. As per the Remuneration Policy, a person proposed to be appointed
as Director, KMP or other senior management personnel should be a person of integrity with high level of ethical standards. In
case of appointment as an Independent Director, the person should fulfil the criteria of independence prescribed under the
Companies Act, 2013 and rules framed thereunder and the Listing Regulations. The Remuneration Policy also contains
provisions about the payment of fixed & variable components of remuneration to the Whole-time Director and payment of
sitting fee & commission to the Non-Executive Directors.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

In the matter of Shah Brothers, application filed under Section 7 of the Insolvency and Bankruptcy Code, 2016, the Hon'ble
National Company Law Tribunal, Kolkata Bench, Court II, Kolkata ("NCLT") vide its Order dated 8th November 2023 had
passed an ad-interim order of injunction by which, inter alia, the Company has been restrained from selling any assets of the
Company, except in normal course of carrying out tea business.

Further, The Hon'ble High Court of Delhi at New Delhi vide its ex-parte, interim order in O.M.P.(I) (COMM.) 459/2019 in KKR
India Financial Services Limited & Anr. Vs. Williamson Magor & Co. Limited & Ors., has, inter-alia, restrained the Company from
selling, transferring, alienating, disposing, assigning, dealing or encumbering or creating third party rights on their assets,
except in normal course of carrying out tea business.

Members' attention is also invited to Notes on Contingent Liabilities, in the notes forming part of the Financial Statements.
MATERIAL CHANGES AFTER END OF THE FINANCIAL YEAR

Except as disclosed elsewhere in the report, no other material changes and commitments which could affect the financial
position of the Company have occurred between the end of the last financial year and the date of this Annual Report.

ONE TIME SETTLEMENT WITH BANKS AND FINANCIAL INSTITUTIONS

During the year under review, the Company has not entered into any One Time Settlement with Banks and Financial
Institutions, hence, 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 is not applicable.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

Financial statements (i.e. Balance Sheet, Profit & Loss Statement and Cash Flow Statement, together with notes) are prepared
through the process which has automated as well as manual controls to ensure accuracy of recording all transactions which
have taken place during any accounting period, and the resultant financial position at period end. All data pertaining to
payroll, purchases, agricultural activities, plucking, manufacturing, dispatch, selling and other activities are recorded through
ERP systems operating in tea estates as well as head office. All data/ transactions entered in systems are checked by various
functional personnel on the basis of supporting documents & records, then the accounting entries are checked by accounts
personnel and finally those are validated by managerial personnel.

At periodic intervals, the accounting data are compiled, and financial statements are prepared. While preparing the financial
statements, it is ensured that all transactions pertaining to the accounting period are recorded. Fixed assets, stock of tea, all
significant items of stores and monetary assets are physically verified. Balance confirmations are majorly obtained for all
significant items of trade receivable and advances.

After preparation of the financial statements, all items appearing in the statements are analysed in order to ensure overall
reasonableness.

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and
completeness of the accounting records, and timely preparation of reliable financial disclosures.

CEO AND CFO CERTIFICATION

In terms of Part B of Schedule II of Listing Regulations, the CEO/MD and the CFO of the Company certify to the Board regarding
review of the financial statements, compliance with the accounting standards, maintenance of internal control systems for
financial reporting and accounting policies, etc.

HEALTH, SAFETY AND WORKING ENVIRONMENT

The Company considers its people as one of the most valuable resources and recognises that safe and healthy working
environment motivate employees to be more productive and innovative. The Company takes adequate measures to keep its
field and factories safe in all respects. Regular training is imparted to the employees for promoting awareness on safety and
skill enhancement. The Company runs a hospital in each of its Tea Estates where the employees of the concerned Estate get
regular medical attention. In addition, the Company has set up a few central hospitals which are equipped with modern
medical instruments. These hospitals are accessible to the employees of the surrounding areas. The Company also provides
facilities for sporting and cultural activities for the employees in the Tea Estates.

The Company remains fully committed in providing Maternity benefits in compliance with applicable laws, including the
Maternity Benefit Act, 1961, and in alignment with internal human resource protocols, to support the health, well-being, and
work-life balance of women employees during and after pregnancy.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an Audit of all the applicable compliances as per the SEBI Regulations and Circulars/Guidelines
issued thereunder.

The Annual Secretarial Compliance Report issued by a Practising Company Secretary (PCS) has been submitted to the Stock
Exchanges within the stipulated time as mentioned in SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/109 dated June 25,
2020 and the same is available on the website of the Company.

ANNUAL RETURN

The draft Annual Return (e-form MGT - 7) of the Company for the year ended 31st March, 2025 pursuant to the provisions of
Section 92 of the Companies Act, 2013 is available on the Company's website and can be accessed at
https://www.mcleodrussel.com/investors/annual-return.aspx

The e-form MGT-7 shall be filed with the MCA within the due date upon the completion of the 27th 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 available on the website of the Company.

AUDITORS AND AUDIT REPORT

In terms of Section 139 of the Companies Act, 2013, M/s. Lodha & Co. LLP, Chartered Accountants (Firm Registration No.
301051E/E300284) was re-appointed as the Statutory Auditors of the Company for another term of five consecutive years to
hold office from the conclusion of 26th Annual General Meeting (AGM) until the conclusion of the 31st AGM of the Company.
M/s. Lodha & Co LLP. have conducted the audit for the Financial Year ended 31st March 2025 and have furnished their report.

In their Report dated 29th May 2025, M/s. Lodha & Co. LLP have given adverse opinion in relation to the Standalone and
Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2025. The Board's response in
relation to the said opinion is as under-

SECRETARIAL AUDIT AND AUDITOR REPORT

In terms of the requirements of Section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, the
Secretarial Audit of the Company for the year ended 31st March 2025 was conducted by M/s. A. K. Labh & Co., Company
Secretaries (Firm Unique Code: S1999WB026800). The Secretarial Audit Report is attached to this Report as Annexure V and
forms part of the Directors' Report.

SECRETARIAL AUDITOR

In terms of Regulation 24A of the Listing Regulations, as amended, and based on the recommendation of Audit Committee, the
Board considered and recommend the appointment of M/s A. K. Labh & Co, as the Secretarial Auditor of the Company for a
period of 5 (five) consecutive years, with effect from 1st April, 2025 for approval of the Shareholders. An appropriate resolution
seeking approval of the shareholders of the Company has been included in the Notice convening the AGM.

A brief profile and other relevant details of M/s. A. K. Labh & Co. is provided in the Notice convening the ensuing AGM.
M/s. A. K. Labh & Co. has consented to act as the Secretarial Auditor of the Company and have confirmed that the
appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and Listing Regulations.
M/s. A. K. Labh & Co. has further confirmed that they are not disqualified to be appointed as the Secretarial Auditor under the
applicable provisions of the Act, rules made thereunder and Listing Regulations.

COST AUDIT AND COST RECORDS

In accordance with the requirements of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors of the Company have
appointed M/s Mani & Co. (Firm Registration No: 000004), M/s SPK Associates (Firm Registration No: 000040) and M/s DGM &
Associates (Firm Registration No: 000038) Cost Accountants to conduct audit of Cost Records maintained by the Company for
the Tea Plantations of the Company for the year ending 31st March 2025.

Pursuant to the provisions of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost
Auditors is required to be ratified by the Members of the Company in a General Meeting. Accordingly, a resolution seeking
Members ratification for remuneration payable to the Cost Auditors is included in the Notice of the ensuing Annual General
Meeting (AGM).

The Cost Audit Report furnished by the Cost Auditors in respect of the year ended 31st March 2025 would be filed as
stipulated in the applicable provisions of law. The Company is making and maintaining the accounts and cost records as
specified by the Central Government under the provisions of Section 148(1) of the Act.

FRAUD REPORTING BY AUDITORS

During the year under review, no instances of fraud has been reported to the Audit Committee under Section 143(12) of the
Companies Act, 2013 against the Company by its officers or employees, the details of which would need to be mentioned in
the Board's Report neither by the Statutory Auditors nor the Secretarial Auditors.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings & outgo in
accordance with Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached to this
Report as Annexure VI.

RISK MANAGEMENT

The Company identifies various risks which the Company encounters with during the course of its business none of which in
the opinion of the Board may threaten the very existence of the Company itself. The Company has taken adequate measures to
mitigate various risks encountered by the Company. The Company has in place a risk management policy to mitigate these
actual and potential risks both at tea estates and head office. The Board is actively considering a comprehensive review of the
policy for further improvement.

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, which was amended from time to time. All Directors, employees and other designated
persons and relatives, who could have access to unpublished price sensitive information of the Company, are governed by this
Code. The trading window for dealing with equity 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.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Director to the median employee's remuneration and other particulars or details of
employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure VII.

EMPLOYEE RELATIONS

The Company's large work force continues to remain the backbone of its operations and their welfare has remained a prime
area of focus. Upgradation and introduction of new housing facilities, water supply and sanitation, medical infrastructure etc.
have been given priority. 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.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious at all our establishments and offices.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the revised Rule 8(5)(a) of the
Companies (Accounts) Rules, 2014, your Company has complied with provisions relating to the constitution of Internal
Complaints Committee, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (POSH Act) as amended and has a policy and framework for employees to report sexual harassment cases at workplaces.
The Company's process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness
programmes against sexual harassment are conducted across the organization.

As per requirement of the POSH Act, your Company follows calendar year for annual filing with statutory authority and as per
the filing. Status of complaints in the financial year 2024- 25 is mentioned hereunder.

The Company remains committed to ensuring a safe and respectful workplace environment, and continues to take necessary
steps to strengthen awareness, training, and redressal mechanisms under the POSH framework.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company complies with all applicable Secretarial Standards as issued by the Institute of Company Secretaries of India
(ICSI).

GREEN INITIATIVE

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs, Government of India (MCA) and Securities and
Exchange Board of India and as a continuing endeavour towards 'Go Green' initiative undertaken by the MCA, the Company
proposes to send all the correspondences/communications including Notice and Annual Report etc. to shareholders at their e¬
mail address already registered with the Depository Participants ("DPs") and Registrar and Share Transfer Agents ("RTA").

In view of the above, shareholders who have not yet registered their email addresses are requested to register the same with
their DPs/ the Company's RTA for receiving all communications, including Annual Report, Notices, Circulars etc. from the
Company electronically.

Your Board of Directors wish to place on record its sincere appreciation for the dedicated services rendered by the executives,
staff and workers at all levels for smooth functioning of all the estates.

For and on behalf of the Board of Directors

Aditya Khaitan

Place: Kolkata Chairman and Managing Director

Date: 14th August 2025 DIN: 00023788