Your Directors are pleased to present the Sixteenth Annual Report of the Company along with the Audited Financial Statements for the year ended 31^st March, 2025.

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

During the current year under review, revenue from operations of the Company stood at 16,599 lakhs (P.Y.

11,680 lakhs) while EBITDA is at 3,569 lakhs (P.Y. 427 lakhs). Profit after tax of your Company stood at 10,140 lakhs (P.Y. ?188 lakhs).

DIVIDEND

In order to conserve the resources for future requirements of the Company, your Board does not recommend any dividend for the financial year under review.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company and the Company continues to concentrate on its own business.

DEPOSITS

Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

TRANSFER TO RESERVE

Your Company has not transferred any amount in the general reserve for the financial year under review. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act,

2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is attached as Annexure 'A'.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees in terms of the remuneration is attached as Annexure 'B'.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is attached as Annexure 'C'.

CORPORATE SOCIAL RESPONSIBILITY

The Company has been carrying out Corporate Social Responsibility (CSR) activities under the applicable provisions of Section 135 read with schedule VII (as amended from time to time) of the Companies Act, 2013 and the Companies Corporate Social Responsibility Policy Rules, 2014. Your Company is at the forefront of CSR and sustainability initiatives and practices. Your Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society.

The composition of the CSR Committee is disclosed in the Corporate Governance Report forming the part of the Annual Report. The CSR Policy of the Company is available on the Company's website at https:// www.jameswarrentea.com/corporatepolicies.The Annual Report on CSR Activities' is attached as Annexure 'D' to this report.

COMPANY'S WEBSITE

The website of your Company www.jameswarrentea.com displays the Company's businesses up-front on the home page. The site carries a comprehensive database of the Company's and its Director's profiles, business activities, financial Results, shareholding pattern, etc.

All the mandatory information and disclosures as per the requirements of The Companies Act, 2013, The Companies Rules, 2014 and SEBI (LODR) Regulations, 2015 has been uploaded.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Details of Board Meeting

During the year under review, 6 (six) board meetings were held on 29^th May, 2024, 8^th August, 2024, 9^th September, 2024, 14^th November, 2024, 6^th December, 2024 & 14^th February, 2025.

The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred Twenty) days. Retirement by Rotation

Mrs. Shanti Kaur, Non-Executive Director of the Company, will retire by rotation and being eligible, offered herself for re-appointment at the ensuing Annual General Meeting (AGM).

Appointment & resignation of Directors & KMP

During the year under review following are the changes in the Directors & KMP-

• At the Board meeting held on 29^th May, 2024, Mr. Sandip Das was re-appointed as a Whole-time Director (designated as Whole-time KMP) of the Company w.e.f. 25^th July, 2024 which was duly approved by the shareholders at the 15^th AGM of the Company held on 12^th September, 2024.

• At the Board meeting held on 8^th August, 2024, Mr. Monojit Dasgupta was re-appointed as the Non-Executive Independent Director for a second term of 5 (Five) consecutive years w.e.f. 10^th August, 2024 to 9^th August, 2029 which was duly approved by the shareholders at the 15^th AGM of the Company held on 12^th September, 2024.

• At the 15^th Annual General Meeting of the Company held on 12^th September, 2024, the appointment of Mr. Rajeev Takru as a Non-Executive Independent Director for a period of 5 (Five) consecutive years was duly approved by the shareholders of the Company.

• At the 15^th Annual General Meeting of the Company held on 12^th September, 2024, the re-appointment of Mr. Raghav Lall as a Non-Executive Independent Director for a second term of 5 (Five) consecutive years was duly approved by the shareholders of the Company.

Pursuant to Regulation 17(1)(c) of SEBI (LODR), Regulations, 2015, the approval of the shareholders was duly obtained by means of Postal ballot within the prescribed time for appointment of Mr. Rajeev Takru for a period of 5 (Five) consecutive years and re-appointment of Mr. Raghav Lall for a second term of 5 (Five) consecutive years as Non-Executive Directors of the Company.

Further, following are the changes in Directors & KMP that took place between the end of financial year and date of report:

• At the Board meeting held on 29^th May, 2025, Mr. Sandip Das was re-appointed as a Whole-time Director (designated as Whole-time KMP) of the Company w.e.f. 25^th July, 2025 subject to approval of members at the ensuing AGM.

The present Whole-time KMPs of the Company stands as follows -

• Mr. Sandip Das - Whole-time Director (WTD)

• Mr. Aditya More - Chief Financial Officer (CFO)

• Mrs. Ayushi Mundhra - Company Secretary & Compliance Officer (CS)

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that:

a. they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

b. they have registered their names in the Independent Directors' Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

Board Evaluation

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

In accordance thereof, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2024-25. After the evaluation process was complete, the Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated. The Board also ensured that the Committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013 and the Listing Regulations.

The individual Director's performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise so as to make the Company well equipped to face the adverse challenges.

Nomination, Remuneration and Evaluation Policy

Your Company has a well-defined Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company. This policy is in line with the provisions of Section 178 of the Companies Act, 2013, and the Rules framed thereunder, as well as Regulation 19 along with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees and also outlines the process by which the performance of the directors could be evaluated.

During the year in review, there has been no change in the policy. The policy ensures equity and consistency in rewarding the employee on the basis of performance against set of objectives. The Policy is available on our website at https://www.jameswarrentea.com/corporatepolicies.

COMMITTEES OF THE BOARD

As on 31^st March, 2025, the Board have 4 (four) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship Committee and Corporate Social Responsibility Committee. The composition and detailed note on the Committee is provided in the Corporate Governance Report section of this Annual Report.

Recommendation by Audit Committee

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

AUDITORS AND AUDIT REPORTS

(i) Statutory Auditors

M/s. B. Chhawchharia & Co., Chartered Accountants (Registration No. 305123E) continue to hold office of Auditors until the conclusion of 19^th AGM to be held in the year 2028. Pursuant to Regulation 33(1)(d) of the Listing Regulations, the Auditors have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) and are otherwise not disqualified under any provisions of the Act and rules made thereunder.

The notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments/explanation. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

(ii) Cost Auditors

The Company had received consent and confirmation of eligibility pursuant to section 148 of the Companies Act, 2013 from M/s. Debabrota Banerjee & Associates regarding their re-appointment as the Cost Auditors of the Company for the financial year 2025-26. Thereafter, the Board of Directors on recommendation of the Audit Committee has re-appointed M/s. DebabrotaBanerjee & Associates (Registration No. 003850), Cost Accountants, as the Cost Auditors of the Company for the financial year 2025-26.

Accordingly, remuneration, as recommended by the Board, would be paid to M/s. Debabrota Banerjee & Associates, for the financial year 2025-26, subject to ratification of the members at the ensuing AGM.

(iii) Secretarial Auditor

The Secretarial Compliance Report for the financial year ended 31^st March 2025, in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing Regulations, is available on the website of the Company at www.jameswarrentea.com.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors, subject to approval of shareholders in the ensuing Annual General Meeting, has appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (Membership No.: 3811; CP No.: 3982), Peer Reviewed, as the Secretarial Auditor to hold the office of Secretarial Auditors until conclusion of 21^st AGM of the Company to conduct the secretarial audit of the Company for a period of 5 years effective from F.Y. 2025-26 till F.Y. 2029-30. His appointment has been set forth in the Notice convening ensuing Annual General Meeting for approval of shareholders.

The Secretarial Audit Report in Form MR-3 for the year ended on 31^st March, 2025 is attached as Annexure 'E', which is self-explanatory and hence do not call for any further explanation and the Report does not contain any qualification, reservation, adverse remark.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134 of the Companies Act, 2013, your Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended 31^st March, 2025, 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 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 of the Company for that period;

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

iv. the annual accounts for the financial year ended 31^st March, 2025 have been prepared on a going concern basis;

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

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

OTHER INFORMATION

Management Discussion & Analysis Report

The Management Discussion and Analysis Report, in terms of Regulation 34(3) of the Listing

Regulations, is attached as Annexure 'F' and forms a part of this Report.

Annual Return

The draft Annual Return (e-Form MGT-7) of the Company for the year ended 31^st March, 2025 pursuant

to the provisions of Section 134(3)(a) and Section 92 of the Companies Act, 2013 is available on the

Company's website and can be accessed at www.jameswarrentea.com.

The e-form MGT-7 shall be filed with the MCA within the due date upon the completion of the 16^th Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder. Copy of the same shall be furnished on the website of the Company.

Corporate Governance

A separate report on Corporate Governance pursuant to the Listing Regulations is attached as Annexure 'G' and forms a part of this Report.

Code of Conduct

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company and the same has also been placed on the Website of the Company at https:// www.jameswarrentea.com/corporatepolicies.

The Board Members and Senior Management have affirmed their compliance with the Code and pursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration signed by the Whole-time Director to this effect is at Annexure 'H' and forms a part of this Report.

Particulars of Loans, Guarantees and Investments

During the year under review, your Company has invested and deployed its surplus funds in Securities, Bonds, units of Mutual Funds, Fixed deposits, etc. which is within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of section 179 and 186 of the Companies Act, 2013. The particulars of loans, guarantees and investments have been disclosed in the notes of the Financial Statements for the year ended 31^st March, 2025.

Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report

Your Directors confirm that there are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year of the company and the date of this report.

Related Party Transactions

All related party transactions during the financial year were entered in the ordinary course of business and on arm's length basis. All related party transactions are reported to and approved by the Audit Committee and Board of Directors. There was no material related party transaction entered into by the Company with the Promoters, Directors, Key Managerial Personnel which may have a potential conflict of interest with the Company at large and as such disclosure in Form AOC-2 is not required.

The policy on dealing with Related Party transactions is disclosed on the Company's website at https:// www.jameswarrentea.com/corporatepolicies.

Subsidiaries, Associates or Joint Ventures

As on 31^st March, 2025, Company does not have any subsidiary, associate or joint ventures and hence disclosure in Form AOC-1 is not required.

Vigil Mechanism (Whistle Blower Policy)

The details on the Whistle Blower Policy are provided in the Report on Corporate Governance as attached to the Report of the Board of Directors.

Risk Analysis

The Board has developed and implemented a risk management policy identifying therein the elements of risk that may threaten the existence of the Company. The Company has in place a mechanism to inform the Board members about the risk assessment, their comparison against benchmarks or standards, and determination of an acceptable level of risk and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

Internal Financial Control

The Company has in place adequate Internal Financial Control as required under section 134(5)(e) of the Companies Act, 2013 and the same was evaluated by the Audit Committee. During the year such controls were tested with reference to financial statements and no material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Company's internal financial control over financial reporting and the report of the same is annexed with Auditors' Report.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place the Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

The summary of the Sexual Harassment complaints received during the 2024-25 are as under:

Listing of Securities in Stock Exchange

The shares of the Company are presently listed at BSE Limited. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid the Listing Fees to the Stock Exchange and the depositories for the financial year 2024-25.

Voluntarily Delisting of Securities from Calcutta Stock Exchange (CSE)

The Board of Directors at their meeting held on 8^th August, 2024 approved the Voluntary delisting of equity shares from the Calcutta Stock Exchange (CSE). Since, there has been no trading activity in the Company's equity shares on the CSE for several years, continued listing on the Exchange provided minimal benefit to investors.

Thereafter, the Company had filed an application with the Calcutta Stock Exchange (CSE) for Voluntary delisting under SEBI (De-listing of Equity Shares) Regulations, 2021 on 5^th September, 2024. Subsequent to various documentation and verification, the equity shares of the Company got de-listed from the official site of the Calcutta Stock Exchange (CSE) with effect from 10^th December, 2024.

Sale of Tea Estates

During the year under review, the Company has disposed off two of its estates namely Dhoedaam Tea Estate and Rajah Alli Tea Estate on a going concern basis.

Disclosures

a) There is no change in the nature of business of the Company during the financial year 2024-25.

b) There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

c) The industrial relation during the year 2024-25 has been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

Disclosure Relating to Material Variations

As per Regulation 32(1) of the Listing Regulations, there is no significant material variances noted in the Company. Change in Share Capital

There was no change in the Share Capital during the year.

Disclosure with respect to compliance of Secretarial Standards

The Company has adhered to applicable Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meeting of the Board of Directors' and 'General Meetings.'

Cost Records

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are maintained.

Insider Trading & Structured Digital Database

Your Company has adopted a Code of Conduct for prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and in terms of all subsequent amendments and modifications in this regard. All the Directors, employees and other designated persons, 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 remains closed from the end of each quarter till the 48 hours after the declaration of financial results to the Stock Exchange and also during occurrence of any other material events as per the code. During the year under review there has been due compliance with the said code.

Further, the Company has also implemented a Structured Digital Database as mandated under the above Regulations.

APPRECIATION

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers.