Your Directors are pleased to present their Forty First Annual Report and the Company's audited financial statement for the financial year ended 31^st March, 2024.

Financial Results

The Company's financial performance, for the year ended 31^st March, 2024 is summarized below:

Rs. in Lakhs

Results of Operations and the State of the Company's Affairs

The year under review was a challenging year for tea industry. The annual production of teas in North India for the fy. 20232024 was 1110.27 million Kgs compared to 1149.50 million Kgs in fy. 2022-2023. The average realisation of teas for North India went down from Rs.200.91 in fy. 2022-2023 to Rs.183.88 in f.y. 2023-2024. It was one of the odd year, in which the production as well as average realisation prices were lower as compared to the previous year. The average realization of our teas till 31st March, 2024 was Rs.233.79 as compared to Rs.265.53 for the previous year.

The Government of Assam increased the wage from Rs.232 / manday to Rs.250 / manday w.e.f. 1st October, 2023. The results for the year ended 31st March, 2024 are lower compared to the corresponding previous year mainly on account of lower average sales realisation of teas, substantial increase in labour wages, increase in power & fuel and other input costs.

The production of tea in the current season are lower than last year. The North India Production figure for April, 2024 was 61.98 million Kgs compared to 63.07 million Kgs in the corresponding period of 2023. Our own tea productions are also lower.

The company has reviewed it's policy and has focused on plucking better quality raw materials and thereby hope to achieve a significant price increase. The initial trend for first 2 months are encouraging. The company was facing issue of shortage of labours, which resulted in loss of crop and quality of raw materials. The company has procured large number of plucking machines and extensive use of plucking machines will result in better quality and improvement in quantity of raw materials.

In the financial year 2023-2024, 39.98 hectares, 32.49 hectares and 14.79 hectares of the plantation area were replanted, rehabilitated and uprooted respectively. Investment in factory machinery has also been made to upgrade the machineries and also to enhance quality of teas.

Certifications

The quality management system of Mackeypore Tea Estate, Kanco Tea & Industries Limited bearing ANZSIC Code: 2180 has been assessed and found to meet the requirements of ISO 9001:2015. The certificate no. IN/QMS/00270/0386 is valid for manufacturing of black tea from green tea leaves till 20/05/2025.

The food safety systems of Mackeypore Tea Estate, Kanco Tea & Industries Limited has been assessed and found to meet the requirements of ISO 22000:2018 (Food Safety Management System). The certificate no.IN/FSMS/00065/0387 is valid for manufacturing of black tea from green tea leaves till 20/05/2025.

Mackeypore Tea Estate & Lakmijan Tea Estate has been issued verification certificate bearing no.TS-VC/CB/00001286/2023 under trustea code for sustainable tea in India by Control Union. Bamonpookrie Tea Estate has also been issued verification certificate bearing no. TS-VC/CB/00001354/2023 under trustea code for sustainable tea in India by Control Union. The trustea code covers social, agronomic, food safety, occupational health & safety and environmental criteria.

Dividend

The Directors of your Company has not recommended any dividend for the year under review.

Share Capital

As on 31st March, 2024, the issued, subscribed and paid up share capital of your Company stood at Rs. 5,12,28,270. During the year under review, the Company has not issued any shares .However, the Company had redeemed its 40000 7% NonCumulative Redeemable Preference Shares allotted on 17.04.2003 on 17.04.2023 as per the terms of issue. The said redemption has been intimated to the authorities and regulators.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website on https://kancotea.in/pdf/2023-2024/Annual%20Return%20for%20the%20year%20ended%20 31st%20March,%202024.pdf

Directors

During the year under review, Mr. Umang Kanoria (DIN: 00081108) and Mr. Dipankar Samanta (DIN: 10176966) were reappointed as Directors, liable to retire by rotation. Mr. Ravindra Suchanti (DIN: 00143116) was also appointed as NonExecutive Independent Director of the Company for a period of 5 consecutive years with effect from 28th April, 2023 to 27th April, 2028 not liable to retire by rotation.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dipankar Samanta (DIN: 10176966 retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee in their meeting held on 30^th May, 2024 had re-appointed Mrs. Anuradha Kanoria(DIN:00081172) as Whole time Director for a period of 3 years effective from 1^st December, 2024 and appointed Mr. Rohinton Kurus Babaycon (DIN: 00178546) as Non-Executive Independent Director for a tenure of 5 years subject to the approval of the shareholders. The Company has received requisite notice in writing from the member proposing Mr. Rohinton Kurus Babaycon for the office of Director.

Accordingly, the Board recommends the resolutions for re-appointment Mrs. Anuradha Kanoria as Whole time Director and appointment of Mr. Rohinton Kurus Babaycon as Non-Executive Independent Director of the Company, not liable to retire by rotation for approval by the members of the Company.

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Directors of the Company have confirmed that they have complied with the Company's Code of Conduct. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other Directors which includes criteria for performance evaluation of the non-executive Directors and Executive Directors under section 178(1) of the Companies Act, 2013 and SEBI Listing Regulations. On the basis of the Policy, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards' functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings wherein adequate opportunity is given to the members to share their views, effective contribution in Board's decision by recommendations made by Committee etc

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, Communication and contribution in the discussions in a positive and constructive manner impacting company performance etc. At the board meeting the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.The Board of Directors expressed their satisfaction with the evaluation process.

Policy on Directors' Appointment, Remuneration etc

The Nomination and Remuneration Committee selects the candidates to be appointed as the Director on the basis of the requirement and enhancing the competencies of the Board. The policy ascertains balance of executive and non-executive Independent Directors to maintain the independence of the Board. The composition of Board of Directors during the year ended March 31, 2024 is in conformity with Regulation 17 of the SEBI Listing Regulations, read with Section 149 of the Companies Act, 2013. The Company has policy, namely Nomination and Remuneration Policy, to govern directors' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub- section (3) of Section 178 of the Companies Act, 2013 and the remuneration to the Directors. The policy can be viewed at http://kancotea.in/pdf/2017-2018/NOMINATION%20AND%20REMUNERATION%20POLICY.pdf.

Key Managerial Personnel

The following persons are the Key Managerial Personnel (KMP) of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mr. U.Kanoria (DIN:00081108), Managing Director

b) Mrs. A. Kanoria (DIN:00081172), Whole-time Director

c) Ms. Charulata Kabra, Company Secretary

d) Mr. S. K. Parhi, Chief Financial Officer Number of Meetings of the Board

4(four) meetings of the Board of Directors were held during the year.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Navin Nayar (Chairman) and Mr. Ravindra Suchanti and Mr. Dipankar Samanta, Non-Executive Director. All the recommendations made by the Audit Committee were accepted by the Board.

Directors' Responsibility Statement

The Directors hereby confirms that

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they had 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 Company as at 31^st March, 2024 and of the loss of the Company for the year ended on that date;

c) they had 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 Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Statutory Auditors

M/s NKSJ & Associates, Chartered Accountants (Registration No. 329563E), were appointed as Statutory Auditors of the Company, to hold office for a period of 5 years from the conclusion of the 36th Annual General Meeting till the conclusion of the 41st Annual General Meeting of the Company.

The Board of Directors of the Company on the recommendation of the Audit Committee, in terms of the first proviso to Section 139(1) of the Companies Act, 2013 have proposed the re-appointment of M/s NKSJ & Associates, Chartered Accountants (Firm Registration No. 329563E), as the Statutory Auditors of the Company at their meeting held on 30th May, 2024 for a further period of 5 years from the conclusion of the 41st AGM till the conclusion of the 46th AGM of the Company subject to the approval of the Shareholders.

The Company has received the consent and eligibility certificate from M/s NKSJ & Associates to the effect that their reappointment is within the limits prescribed under Section 141 of the Companies Act, 2013 read with rules and that they are not disqualified within the meaning of Section 141 of the Companies Act 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under regulation 33(1) (d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The matter relating to re-appointment of M/s NKSJ & Associates, as the Statutory Auditors of the Company has been placed for approval by members.

Statutory Auditor's Report

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

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Asit Kumar Labh, Practicing Company Secretary (C.P No.14664) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith marked as Annexure A to this report.

Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report of the Secretarial Auditor of Winnow Investments and Securities Private Limited, material subsidiary of the Company is annexed herewith marked as Annexure B to this report.

Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board Report.

Cost Audit

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 the Company was required to appoint Cost Auditors to audit the cost records. The Board of Directors, on the recommendation of Audit Committee, have re-appointed M/s A. C. Dutta & Co, Cost Accountants (Registration No.000125)

as the Cost Auditor for the financial year 2024-2025. As required under the Act, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

The Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are prepared, maintained and the same are audited by the Cost Auditor.The Cost Audit Report for the year 2022-2023 was filed with the Ministry of Corporate Affairs.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors), SS-2 (General Meetings), SS-3 (Dividend) and SS-4 (Report of the Board of Directors) respectively, have been duly followed by the Company.

Particulars of Loans, Guarantees or Investments by Company

The particulars of investments made and loan given by the Company under Section 186 of the Companies Act, 2013 are provided in note nos. 7 and 9 to the financial statements.

Related Party Transactions

All Related Party Transactions that were entered into 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. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders' approval under Regulation 23 of the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - C in Form AOC - 2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link: https://www.kancotea.in/pdf/2021-2022/ POUCY%20ON%20DEAUNG%20WITH%20RELATED%20PARTY%20TRANSACTIONS⁰/o20AND%20MATERIAUTY%20OF%20 RELATED%20PARTY%20TRANSACTIONS.pdf

Material Changes and commitments occurred between the end of the Financial Year under Review and the date of this report.

No material changes and commitments have occurred between the end of the financial year under review and the date of this report.

One-time settlement with Banks or lending institutions, if any

During the year under review, the Company has not entered into any one-time settlement with Banks or lending institutions.

Cases registered with NCLT under the provisions of insolvency and Bankruptcy Code, 2016, either by the Company or against the Company

During the year under review, no cases have been registered with NCLT under the provisions of Insolvency and Bankruptcy Code, 2016, either by the Company or against the Company.

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

A statement pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed herewith marked as Annexure D to this report.

Risk Management

As per requirement of Section 134(3) (n) of the Companies Act, 2013 the Board of Directors in its meeting held on 9^th May, 2014 had approved the Risk Management Policy. The Board had in its policy had envisaged various elements of risks which may threaten the existence of the Company. Risk evaluation and management is an ongoing process within the Company. The Risk Management Policy is reviewed by the Board every year. The Risk Management Policy of the Company is available on the website of the Company at https://kancotea.in/pdf/2023-2024/Risk%20Management%20%20Policy.pdf

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company at https://www.kancotea.in/pdf/2021-2022/CSR%20POLICY.pdf. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - E, which forms part of this Report

Subsidiaries, Joint Ventures and Associate Companies

As on 31^st March, 2024, we have one wholly owned material subsidiary namely Winnow Investments and Securities Private Limited. During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statement of the company and its subsidiary, which forms part of the Annual Report. The revenue and total comprehensive income of the subsidiary for the financial year ended 31^st March, 2024 was Rs.71.30 Lakhs (PY Rs. 59.24 Lakhs) and Rs. 134.85Lakhs (P.Y. Rs. 169.43 Lakhs) respectively. The total asset of the subsidiary as on 31^st March, 2024 was Rs.2435.91 Lakhs (PY Rs. 2395.02 Lakhs). Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is annexed to the financial statements.

Deposits

During the year under review, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has received money from its Directors, the details of which are provided in the Financial Statement.

Material Orders Passed by the Regulators /Courts/ Tribunal

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

Changes in the nature of business

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

Internal Controls

The Company has adopted and implemented robust policies and procedures for ensuring the orderly and efficient conduct of its business The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the Internal Control System. The Company's internal Control System is commensurate with its size, scale and complexities of its operations and ensures safeguarding of its assets, compliance with the applicable laws, prevention and detection of fraud, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Vigil Mechanism/ Whistle Blower policy

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns and grievances. Protected disclosures can be made by a whistle blower through an email or dedicated telephone line or a letter to the Chairman of the Audit Committee. No complaint was received during the year nor was pending at the end of the year.

The policy can be viewed at http://kancotea.in/pdf/Code%20of%20Conduct/VIGIL%20MECHANISM_WHISTLE%20 BLOWER%20POLICYPDF.

Stock Exchange

At present, the Company's equity shares are listed at BSE Limited (Scrip Code- 541005) and the Calcutta Stock Exchange Limited (Scrip Code-10014107) and Listing Fees for the financial year 2024-2025 has been paid.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with

Schedule V to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith marked as Annexure F to this report.

The Report on Corporate Governance provisions in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith marked as Annexure G to this report.

Transfer to Investor Education and Protection Fund

During the year under review, the declared dividend (2015-2016) which remained unpaid or unclaimed for a period of seven years has been duly transferred by the Company to the Investor Education and Protection Fund (IEPF). Further, all shares in respect of which dividend remained unpaid or unclaimed for seven consecutive years, the corresponding shares were also transferred to the Demat Account of IEPF Authority.

Dividend which has remained unpaid or unclaimed out of the dividend declared by the Company for the year ended 31^st March, 2017 will be transferred to the Investor Education and Protection Fund ("IEPF”), pursuant to Sections 124 and 125 of the Companies Act, 2013. Pursuant to Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the "IEPF Rules”) as amended, the equity shares corresponding to the dividend for the financial year ended 31^st March, 2017 onwards has remained unpaid or unclaimed for seven consecutive years will also be transferred to the demat account of the IEPF Authority. Thereafter no claim shall lie on the Company for the said unpaid or unclaimed dividend and equity shares. Shareholders will have to make their claims with the IEPF Authority following the appropriate rules in this regard.

In compliance with the said IEPF Rules, the Company had sent notices to all members who have not claimed dividend for seven consecutive years, published the requisite advertisements in the newspapers and had also informed Stock Exchanges where shares of the Company are listed.

List of shareholders whose dividend remains unclaimed as on the date of closure of financial year i.e. 31^st March, 2024 is available on the Company's website "www.kancotea.in”. Further the list of shareholders whose shares are liable to be transferred to IEPF in FY 2024-2025 is available on the Company's website "www.kancotea.in”

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has a policy for prevention of sexual harassment of women at workplace and also 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.

Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013: during the year under review and their breakup is as under:

No. of Complaints pending as on 1^st April, 2023: Nil

No. of Complaints received: Nil

No. of Complaints Disposed off: Nil

No. of cases pending as on 31^st March, 2024: Nil

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended

1. Mr. Govind Ram Banka ceased to be Directors w.e.f. 04.05.2023.

2. Mr. Ravindra Suchanti was appointed as an Independent Director w.e.f: 28.04.2023

3 .Mr. Dipankar Samanta was appointed as Non Executive Non Independent Director w.e.f from 30.05.2023 4. Mr. Rohinton Kurus Babaycon was appointed as an Independent Director w.e.f. 30.05.2024

#Non-Executive /Independent Directors have been paid only sitting fees for meetings attended by them and hence the remuneration paid to them is not comparable to the median remuneration.

Note- Liability for gratuity and leave encashment as required by Indian Accounting Standard 19 (Ind AS-19) is provided on actuarial valuation report for the Company as a whole. The amount pertaining to individual employee is not ascertainable and therefore not included in the above calculation.

Particulars of Employees

The Company has no employee who were in receipt of remuneration of more than Rs.1.02 Crores per annum during the year ended 31^st March, 2024 or of more than Rs. 8.50 Lakhs per month during any part thereof. The disclosures pertaining to remuneration and other particulars as prescribed under the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed herewith marked as Annexure H to this report.

Acknowledgement

Your Directors place on record their appreciation for the cooperation and support extended by the Employees, Banks/ Financial Institutions and all other business partners.

For and on behalf of the Board of Directors U.Kanoria

Place: Kolkata Chairman & Managing Director

Dated: 30^th May, 2024 DIN: 00081108