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Terai Tea Co Ltd			Industry : Trading


BSE Code:	530533	NSE Symbol:	TERAI	P/E(TTM):	7.03

ISIN Demat:	INE390D01011	Div & Yield %:	0	EPS(TTM):	17.1

Book Value(Rs):	141.762534	Market Cap ( Cr.):	82.65	Face Value(Rs):	10

Change Company

For the year ended 31st March, 2026

Dear Shareholders,

The Board of Directors of your Company have pleasure in presenting their 53rd Annual Report on the business and operations of the company together with Audited Financial Statement for the year ended 31st March, 2026.

1. CORPORATE OVERVIEW

Terai Tea Company Ltd. ('Your Company) is a leading Tea Manufacturing Company of West Bengal. The Group has its Corporate Head Quarter at "Agarwala House", Sevoke Road, 2nd Mile, Siliguri, West Bengal-734001.

FINANCIAL SUMMARY ( In Lakhs)

	STANDALONE		CONSOLIDATED
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	8,871.39	10,299.49	8,871.39	10,299.49
Other Income	1,395.24	1,094.93	1,395.40	1,095.46
Total Income	10,266.63	11,394.42	10,266.79	11,394.95
Profit / (Loss) Before Depreciation Financial Cost and Tax	954.88	909.27	954.89	909.31
Less : Financial Cost	324.45	350.08	324.45	350.08
Profit / (Loss) Before Depreciation	630.43	559.19	630.44	559.23
Less : Depreciation	116.71	129.08	116.71	129.08
Profit / (Loss) Before Taxation	513.72	430.11	513.72	430.15
Less : Taxation Expenses
a) Current Tax		4.64		4.65
b) Deferred Tax	(425.95)	51.86	(425.95)	51.86
c) Tax Expenses for Earlier Year	(20.25)	5.55	(20.26)	5.55
Profit After Taxation	959.92	368.06	959.93	368.08
Other Comprehensive Income
Add : Share of Profit/(Loss) in Associate Company			318.76	585.05
Add: Re-measurement gain/(Losses) from Associate Companies			(760.23)
Other Comprehensive Income, Net of Tax			(441.47)	585.05
Total Comprehensive Income for the Period	959.92	368.06	518.46	953.13
Basic and Diluted Earnings Per Share	13.95	5.35	7.54	13.86
Paid up Share Capital	687.93	687.93	687.93	687.93
Reserve	9,064.34	8,104.42	15,880.58	15,362.29
Net Worth	9,752.27	8,792.35	16,568.68	16,050.22

2. OVERVIEW OF THE COMPANY PERFORMANCE FINANCIAL REVIEW

The Financial Statement of your Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Indian Accounting Standards (IND AS) and the relevant provisions of the Companies Act, 2013 and rule made therein, as applicable and regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accounting Policies have been consistently applied except where a newly issued accounting standards, if initially adopted or a revision to an existing accounting standard requires a change in the accounting Policy. Your Company discloses unaudited financial results on quarterly basis, which are subjected to limited review, and audited financial results on an annual basis.

Standard Financial Performance:

Some of the Key Highlights of your Company's performance during the year under review are:

Your Company's turnover is Rs. 8,871.39 Lacs as against Rs. 10,299.49 lacs in the previous year.

The Company has achieved profit before tax during the current financial year of Rs. 513.72 Lacs as against Rs. 430.11 lacs in the previous year.

Net profit after taxation is Rs. 959.92 Lacs as against Rs. 368.06 lacs in the previous year.

Earnings per share is Rs. 13.95 as against Rs. 5.35 in the previous year.

Consolidated Financial Performance:

On Consolidated basis, your company has achieved consolidated net profit after tax of Rs. 518.46 Lacs as against Rs. 953.13 lacs in the previous year.

3. OPERATIONS REVIEW

During the year under review, the Company's total tea production was at 26.94 Lacs kg. of Black Tea compared to 21.22 Lacs Kg. in last year. The total sales quantity was 26.32 Lacs kg as against 18.10 Lacs kg in last year 2024-25. The average price realization was Rs. 120.99 per kg. against realization of Rs. 161.36 Per kg in previous year. The decrease in tea prices were due to various factors namely higher supply of tea with lower domestic consumptions, quality issues, not sufficient international demand, adverse weather affecting quality of tea, low cost import from neighbour countries etc.

Your Company is engaged in the Manufacturing and Selling of Tea and Trading in Agri Merchandise. Your Company is having the following units under its fold : a) Bagdogra Tea Estate: The tea garden is in Terai Region of North Bengal, about 15 kms from Siliguri and Airport. The total grant area is 687.17 acres and has capacity to produces 30 lacs kgs. of made tea annually out of its own leaves and brought tea leaves. Total Tea Production during the year ended 2025-26 is 5.15 Lacs Kg. b) CTC Tea Factory (Terai Tea Factory Unit): The Company has set up this unit in the month of November 1997 with an objective to produce CTC tea from the green leaf purchased from different suppliers. Total Tea Production during the year ended 2025-26 is 8.65 Lacs Kg. c) Adhikari Tea Factory Unit: This unit was commissioned on 17th February 2002. The present installed capacity of the unit 25 lacs kgs. of CTC tea per annum. Total Tea Production during the year ended 2025-26 is 13.14 Lacs Kg.

4. SCENARIO AT TEA INDUSTRY

Tea being an agricultural product, the plantation operations are subject to the fluctuating fortunes of weather. The crop yield depends on the climatic conditions to a very large extent. The steps initiated by the management for increasing the crop yields by implementation of improved agricultural practices are not only necessary, but also important for the sustainability of the Industry. Tea continues to be savoured globally and remains the most popular beverage in the country contributing substantially to the country's income by way of foreign exchange earnings. Indian tea industry provides employment to more than one million people, more than half of whom are women. Tea Industry supports a large population comprising of workers, dependents and others residing in the tea estates. Originally, the tea plantation sector consisted of tea estates with factories to manufacture their teas but over the last decade or so, there has been an emergence of small tea growers and bought leaf factories contributing to almost 50% of the total country's tea production. India Tea Market is projected to grow at a CAGR of 4.5% between 2024 and 2032. Aided by the growing consumer preference for premium tea products and the increasing prominence of health and wellness beverages, the market is expected to grow significantly by 2032.

Tea is an integral part of India's cultural and social fabric, offering a diverse range of varieties such as Assam, Darjeeling, and Nilgiri, each with its unique flavour profile. Apart from traditional consumption, the market has seen a significant shift towards specialty and health-focused teas, catering to the evolving preferences of health-conscious consumers.

Substantial increase in labour wages, high social cost over most other tea producing countries, high infrastructure costs and increasing energy and other input costs remain the major problems for the Indian Tea Industry. Shortage of labour during peak season in some pockets is also a cause for concern. The Company has made substantial investment in irrigation to minimize the impact on crop due to change in climatic conditions.

Weather is also of prime importance for the industry to achieve desired production levels. Due to erratic weather conditions the production of tea fluctuates within a given range. However, inspite of this scenario the outlook for the tea industry is positive, due to its increasing demand, consumption and acceptance of the same as a wellness drink globally.

5. INDIAN ECONOMY AND STATE OF AFFAIRS

India's economic momentum remains strong, underpinned by resilient domestic demand and sustained macroeconomic stability. In FY2025 26, Real GDP (GDP at Constant Prices) is estimated to reach Rs. 3,23,12,034 crore (US$ 3.66 trillion), rising from Rs. 2,99,88,619 crore (US$ 3.55 trillion) in FY2024 25, reflecting a robust growth of 7.70%. At current prices, Nominal GDP is estimated to reach Rs. 3,46,35,638 crore (US$ 3.92 trillion) in FY2025 26, from Rs. 3,18,07,309 crore (US$ 3.76 trillion) in the previous year, registering a growth of 8.90%. On the production side, Real Gross Value Added (GVA) is estimated at Rs. 2,94,91,088 crore (US$ 3.34 trillion), up from Rs. 2,73,36,495 crore (US$ 3.23 trillion) in FY 2024 25, indicating a growth of 7.9%, while Nominal GVA is estimated to expand to Rs. 3,14,86,840 crore (US$ 3.56 trillion) from Rs. 2,88,54,467 crore (US$ 3.41 trillion), marking a growth of 9.1%. In Q3 FY26, Real GDP was estimated at Rs. 84,64,935 crore (US$ 957.84 billion) against Rs. 78,40,573 crore (US$ 927.22 billion) in Q3 FY25. In Q4 FY26, Real GDP increased to Rs. 87,77,104 crore (US$ 993.16 billion) from Rs. 81,39,598 crore (US$ 962.58 billion) in Q4 FY25, registering a growth of 7.8%, highlighting continued quarterly momentum.

India is the second-largest producer of tea globally. Indian tea is one of the finest in the world owing to strong geographical indications, heavy investment in tea processing units, continuous innovation, augmented product mix, and strategic market expansion. As of 2022, a total of 6.19 lakh hectares of area was cultivated in India for tea production. India is also among the world's top tea-consuming countries, with 80% of the tea produced in the country consumed by the domestic population. In FY25 (April-January 2025), India's tea production stood at 1,203 million kgs.

Assam Valley and Cachar are the two tea-producing regions in Assam. In West Bengal, Dooars, Terai and Darjeeling are the three major tea producer regions. The southern part of India produces about 17% of the country's total production with the major producing states being Tamil Nadu, Kerala, and Karnataka.

6. SUBSIDIARY & ASSOCIATES COMPANIES

A list of the Subsidiaries/Associates/Joint Ventures as on the 31st March, 2026 are as follows:

I) Subsidiaries:

1. Terai Retailors Private Limited

II) Associates:

1. East Indian Produce Ltd.

2. Abhijit Tea Co Pvt. Ltd.

3. Terai Infrastructures Ltd.

4. Sayedabad Tea Co. Ltd.

5. The Kharibari Tea Co. Ltd.

6. Terai Overseas Pvt. Ltd.

7. Amit Paridhan Pvt. Ltd.

8. New Darjeeling Union Tea Co. Ltd.

9. Terai Ispat & Trading Pvt. Ltd.

10. Terai Financial Services Pvt. Ltd

Performance and Financial Position of Subsidiary and Associates Companies-I) Subsidiaries: Terai Retailors Private Limited, wholly-owned subsidiary (WOS)

Terai Retailors Private Limited continues to be the Wholly-Owned Subsidiary (WOS) of the Company. The Company is engaged in the exploration and expansion of the Real Estate Business in the West Bengal Market.

Your Company is holding 100 % of the equity share capital in Terai Retailors Private Limited.

Some of the Key Highlights during the year under review are: ( in Lacs)

Sl.	Particulars	2025-26	2024-25
1	Total Gross Revenue	0.16	0.53
2	Profit before Taxation	0.01	0.03
3	Net Profit after Taxation	0.01	0.03
4	Earnings Per Share	0.03	0.05

II) Associates:

East Indian Produce Ltd:

The Company is engaged in the manufacturing and selling of Tea. This company owns one tea garden namely Lohagarh Tea Estate. The Tea Estate is situated in the foothills of Himalayan range of mountains having plantation areas of 814.37 acres and during the financial year, Company produced 2.95 Lacs kg of Specialty Tea (Green Tea).

Some of the Key Highlights during the year under review are: ( in Lacs)

Sl.	Particulars	2025-26	2024-25
1	Total Gross Revenue	824.72	1051.98
2	Profit before Taxation	(48.11)	133.23
3	Net Profit after Taxation	(48.59)	108.85
4	Earnings Per Share	(30.19)	75.23

New Darjeeling Union Tea Co. Ltd.:

The Company is engaged in the manufacturing and selling of Tea. This company is the owner of Kiran Chandra Tea Estate near to Bagdogra Airport, in the District of Darjeeling having an area of 878.41 acres. The Company is owing a Green Tea bought leaf factory within the premises of Kiran Chandra Tea Estate. The combined annual production during the financial year was 9.38 Lacs kg Tea.

Some of the Key Highlights during the year under review are : ( in Lacs)

Sl.	Particulars	2025-26	2024-25
1	Total Gross Revenue	2802.89	2064.07
2	Profit before Taxation	1027.75	154.71
3	Net Profit after Taxation	1017.23	141.71
4	Earnings Per Share	2893.15	403.03

Sayedabad Tea Co. Ltd.:

The Company is engaged in the manufacturing and selling of Tea. This company owns Sayedabad Tea Estate having 1,450 acres of grant area. The Company is also owning a bought leaf factory within the premises of Sayedabad Tea Estate. The combined annual production during the year of 15.37 Lacs Kg. of CTC Tea.

Some of the Key Highlights during the year under review are: ( in Lacs)

Sl.	Particulars	2025-26	2024-25
1	Total Gross Revenue	2336.41	2799.67
2	Profit before Taxation	8.29	360.91
3	Net Profit after Taxation	(4.41)	339.37
4	Earnings Per Share	(8.11)	624.07

Abhijit Tea Company Private Ltd.:

The Company is engaged in the manufacturing and selling of Tea and real estate business. This company is owning Raja Tea Estate in the heart of Mal Bazar town in the District of Jalpaiguri having an area of 1482.83 acres. During the financial year, Company produced 6.28 Lacs kg of CTC Tea.

The company has various real estate projects in the city of Siliguri and Falakata town, West Bengal.

Some of the Key Highlights during the year under review are: ( in Lacs)

Sl.	Particulars	2025-26	2024-25
1	Total Gross Revenue	1141.30	1618.91
2	Profit before Taxation	(324.88)	380.13
3	Net Profit after Taxation	(324.53)	391.90
4	Earnings Per Share	(2036.33)	2459.29

The Kharibari Tea Company Ltd. :

The Company is engaged in the manufacturing and selling of Tea. The Company owns tea garden namely Sachindra Chandra Tea Estate having an area of 882.09 acres with production capacity of 5 lacs kgs. of made tea per annum. During the Current Financial year, the Company produced 4.51 Lacs kgs. Speciality Tea (Green Tea).

Some of the Key Highlights during the year under review are : ( in Lacs)

Amit Paridhan Pvt. Ltd. :

The Company is engaged in the Processing and Bleaching of Hosiery Clothes. It is located in Bira, North 24 Paraganas. It started its Commercial Production on 29th June, 2012. It processes approx. 1500 M.T of Fabrics annually. The Company uses state of Art machineries for manufacturing it's Product. The Company produced quality product by way of Job work trading and is supplying to the leading manufacturer of the country.

Some of the Key Highlights during the year under review are: ( in Lacs)

Sl.	Particulars	2025-26	2024-25
1	Total Gross Revenue	1019.01	1161.13
2	Profit before Taxation	9.76	5.35
3	Net Profit after Taxation	0.20	16.55
4	Earnings Per Share	0.04	3.41

Terai Infrastructures Ltd. :

The Company's main objective is to deal in real estate business.

Some of the Key Highlights during the year under review are: ( in Lacs)

Sl.	Particulars	2025-26	2024-25
1	Total Gross Revenue	2.00	232.00
2	Profit before Taxation	0.02	1.89
3	Net Profit after Taxation	0.51	1.42
4	Earnings Per Share	0.01	0.03

Terai Ispat & Trading Pvt. Ltd.:

The Company is engaged in the trading of various merchandise.

Some of the Key Highlights during the year under review are: ( in Lacs)

Sl.	Particulars		2025-26		2024-25
1	Total Gross Revenue		4496.41		1606.50
2	Profit before Taxation		18.33		2.05
3	Net Profit after Taxation		17.78		1.59
4	Earnings Per Share		1.24		0.11
Sl.		Particulars		2025-26		2024-25
1		Total Gross Revenue		1091.69		1233.95
2		Profit before Taxation		144.12		394.92
3		Net Profit after Taxation		123.28		363.09
4		Earnings Per Share		61.64		181.55

Terai Overseas Pvt. Ltd. :

The company is engaged in the Import, Export and trading of various merchandise.

Some of the Key Highlights during the year under review are: ( in Lacs)

Sl.	Particulars	2025-26	2024-25
1	Total Gross Revenue	1301.70	3,830.05
2	Profit before Taxation	(300.08)	8.39
3	Net Profit after Taxation	(299.55)	6.23
4	Earnings Per Share	(53.09)	1.09

Terai Financial Services Pvt. Ltd.:

This Company is the financial arm of the group engaged in providing financial and investment services.

Some of the Key Highlights during the year under review are: ( in Lacs)

Sl.	Particulars	2025-26	2024-25
1	Total Gross Revenue	0.01	0.43
2	Profit before Taxation	(7.41)	0.12
3	Net Profit after Taxation	(7.41)	0.00
4	Earnings Per Share	(8.04)	0.00

Other Reviews

A. Learned Sole Arbitrator has passed an award in the matter of compensation regarding valuation of trees for the plots of Land abandoned by the defense authorities. Appeals have been filed by the Company as well as by the defence authorities against the award and the same are lending in circuit Bench at Jalpaiguri of the Hon'ble High Court, Calcutta. The matter of rent compensation paid short by the defense authorities is also pending before the Circuit Bench at Jalpaiguri of the Hon'ble High Court, Calcutta.

B. Kumlai Tea & Industries Ltd.: Our Company has submitted a Resolution Plan in the Corporate Insolvency Resolution Process (CIRP) of Kumlai Tea & Industries Ltd. which is yet to be considered and approved by Committee of Creditors (COC) and the matter is pending for approval before NCLT, Kolkata Bench.

CONSOLIDATED FINANCIAL STATEMENT

In compliance with Section 129(3) of the Companies Act, 2013 and Rules made there under, Indian Accounting Standard (Ind AS) 110 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statement form part of this Annual Report. Consolidated Financial Statement presented by your Company include financial information about its aforesaid Associates and Subsidiary.

DHARANIPUR TEA ESTATE

The specific performance suit is in final hearing before the Hon'ble High Court at Calcutta and your company is hopeful to get the decree in its favour resulting in the revival of the sale deed of Dharanipur Tea Estate executed by the erstwhile owners, Bhowmicks in the year 1991 in favour of your Company. In the meantime, an application under Article 227 of the Constitution of India was filed by your company which is pending now before the Circuit Bench, Jalpaiguri of Hon'ble Calcutta High Court to allow your company to run and manage the said Dharanipur Tea Estate in the district of Jalpaiguri which is being run illegally by 3rd parties.

PROJECTS UNDER THE TEA TOURISM AND ALLIED BUSINESS POLICY 2019

The Company has made separate applications for the two projects, one on 3.20 acres of vacant land of the tea estate and another on 0.83 acres of vacant land. Once the same are sanctioned, your Company will tie up with some developer to develop our hospitality project and shall enter into the agreement with leading Hotel chain for its operation. Your company has also applied, under the "Tea Tourism Policy" of the Government of West Bengal for a Hospital on 3.60 acres vacant land adjacent to the Bagdogra Airport and also Airforce domestic quarters which was "in-principle" sanctioned by the Screening Committee under Tourism Policy of the Government of West Bengal and further laid down the conditions to construct the approach road through the tea garden land to the proposed hospital and to declare the same as a Public Road by handing over the same to the local Panchayat authorities. Your Company has already constructed the approach road and final sanction is pending only for the NOC from the Airforce authorities.

LAND AT BANGALORE

The company has an agreement to acquire a few plots of land at Bangalore for which arbitration proceedings are pending. All the expenses incurred for the litigation in respect of the said land are considered as deemed cost of land as per the agreement. However, there are remote chances of your Company to succeed in the matter.

COMMERCIAL REAL ESTATE PROJECT

You are aware that the Company has entered into a Development Agreement for establishing a Commercial Real Estate Project (shopping mall) at Sevoke Road. Siliguri on approx. 174 Katha of land in which your Company has a land share of about 32%. The Company is glad to inform that after obtaining all the statutory permissions and also sanction plan from the Municipal Corporation, the developer Dwarika Group has already started the full-fledged construction of the project and it was launched for booking on 25th January, 2026. The management is glad to inform that there is overwhelming response of the project.

8. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

9. DETAILS OF SUBSIDIARY / JOINT VENTURES/ ASSOCIATES COMPANIES

The Statement in Form AOC-1 containing the salient features of the financial statement of your company's subsidiary and associates pursuant to first proviso to section 129 (3) of the Companies Act, 2013 (Act) read with rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report as an "Annexure-D". Further, in line with section 129 (3) of the Act read with the aforesaid Rules, SEBI Listing Regulations, 2015 and in accordance with (Indian Accounting Standards) Rules, 2015 (IND AS Rules) of the schedule III of the Companies Act, 2013, Consolidated Financial Statements prepared by your company includes the financial informations of its Subsidiary and Associates Companies. The policy for determining material subsidiary as approved may be accessed from the Company website at www.teraigroup.com 10. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31st March, 2026 was Rs. 6,87,93,000 divided into 68,79,300 Equity Shares of Rs.10 each. There have not been any changes in the Equity Share Capital of the Company during the financial year ended 31st March, 2026. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options or sweat equity.

11. CHANGE OF REGISTERED OFFICE OF THE

COMPANY:

During the year under review, registered office of the Company has been shifted from 10, Government Place (East), Kolkata- 700069 to East India House, 20B, British Indian Street, 2nd Floor, Kolkata - 700069 with effect from 7th April, 2025.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

(KMP) :

During the year under review, following are the changes in the Directors & Key Managerial Personnel (KMP) of the Company:-

Mr. Ajit Kumar Agarwala (DIN: 00265775) was reappointed as Managing Director for a term of three (3) years w.e.f. 12th August, 2025, subject to shareholders approval at the 52nd Annual General Meeting.

The present Wholetime KMPs of the Company stands as follows

Mr. Ajit Kumar Agarwala - Managing Director (MD)

Mr. Rajendra Kanodia - Chief Financial Officer (CFO)

Mr. Rajesh Singhania

- 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.

13. RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajendra Kanodia (DIN: 00175574), Non-executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himelf for re-appointment.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and the Listing Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non-Independent Directors, the details of which are covered in the Corporate Governance Report.

Induction and Training of Board Members

The process followed by the Company for induction and training to Board members has been explained in the corporate Governance Report.

15. INDEPENDENT DIRECTOR'S DECLARATION

Pursuant to the provisions of Section 149 of the Companies Act, 2013 ('the Act') and Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("the Listing Regulations"), the

Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations.

The Independent Directors have also declared that they have registered their name with the data bank maintained by the Indian Institute of Corporate Affairs as required under the provisions of Section 150 of the Act read with Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are Independent of the management.

16. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Companies Act, 2013 your Directors state that a) In the preparation of the Annual Accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed with proper explanation relating to material departures, if any; b) The Accounting Policies adopted in the preparation of the annual accounts have been applied consistently except as otherwise stated in the Notes to Financial Statements and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2025-26 and of the profit for the year ended 31st March, 2026. c) Proper and sufficient care has been taken 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 Annual Accounts for the year ended 31st March, 2026, have been prepared on a going Concern basis. e) That proper Internal Financial Control was in place and that the financial controls were adequate and were operating effectively. f) That system to ensure compliance with the provisions of all applicable laws was in place and were adequate and operating effectively.

17. COMPANY'S POLICY ON DIRECTOR'S

APPOINTMENT AND REMUNERATION

Pursuant to provisions of Section 178 of Companies Act, 2013 and pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy.

The criteria for identification of the Board Member including that for determining the qualification, positive attributes, independence etc. are summarily given hereunder a) The Board Members shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other area as may be considered relevant or desirable to conduct the Company's business in a holistic manner. b) Independent directors shall be persons of integrity and possess expertise and experience and/or someone who the Committee/Board believes could contribute to the growth/ philosophy/ strategy of the Company. c) In evaluating the suitability of Individual Board Members, the Committee takes into account many factors, including General Understanding of the Company's business dynamics, Global business, Social Perspective, Educational and Professional Background and Personal Achievements. d) Directors should possess high level of personal and professional ethics, integrity and values.

Each should be able to balance the legitimate interest and concerns of all the Company's stakeholders in arriving at decisions, rather than advancing the interests of a particular constituent. e) Directors must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. They must have the aptitude to critically evaluate management's working as part of a team in an environment of collegiality and trust. f) The Committee evaluates each individual with the objective of having a group that best enables the success of the Company's business and achieve its objectives.

18. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2026 is available on the Company's Website at www.teraigroup.com 19. DETAILS RELATING TO REMUNERATION OF

DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details 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 is marked as "Annexure-C" which is annexed hereto and forms part of the Directors' Report.

20. DIVIDEND

Considering the financial requirements towards the funding of the ongoing expansion plan, which we believe will enhance the shareholder's value in the long term, no dividend is recommended by the Directors of your company for the year ended 31st March, 2026.

21. TRANSFER TO RESERVE

No amount is proposed to be transferred to General Reserve for the year ended 31st March, 2026.

22. DEPOSITS

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

23. AUDITORS

STATUTORY AUDITORS

M/s. Saha & Majumder, Chartered Accountants, were appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 24th September, 2022 in terms of Section 139 of the Companies Act, 2013 till the conclusion of Annual General Meeting to be held in 2027.

SECRETARIAL AUDITORS

M/s. Prity Bishwakarma & Co., a Peer Reviewed Firm of Company Secretaries in Practice would continue to hold the office of Secretarial Auditors till the conclusion of the 57th AGM of the Company to be held for the FY 2029-30.

The Secretarial Audit Report (MR-3), issued by M/s. Prity Bishwakarma & Co, for the FY 2025-26, is given in "Annexure B" to this Report.

Our response to observations in the Secretarial Audit Report are as follows : The Secretarial Compliance Report for the financial year ended 31st March, 2026, 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.teraigroup.com COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014 the Board of Directors on the recommendation of the Audit Committee reappointed M/s. Debabroto Banerjee & Associates,

Cost Accountant, Kolkata, as the Cost Auditor of the Company for the year under review relating to manufacturing activities by the Company. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuring Annual General Meeting. Mr. Debabrota Banerjee has confirmed that his appointment is within the limits of Section 139 of the Companies Act, 2013 and has certified that he is free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013.

INTERNAL AUDITORS

Internal Auditors Based on the recommendation of the Audit Committee and pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors has re-appointed M/s. Tamakhubala & Associates, Practicing Chartered Accountants, as the Internal Auditors of the Company to conduct the internal audit of the Company for FY 2026-27.

24. AUDITORS' OBSERVATIONS AUDITOR'S

REPORT

The notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments. The Statutory Auditor M/s. Saha & Majumder, Chartered Accountants has submitted an Un-qualified Audit Report for the financial year 2025-26.

25. FINANCE

The present bankers of the Company are Central Bank of India, Bank of India, Union Bank, ICICI Bank and Yes Bank Ltd providing credit facilities to the Company. The Directors express their appreciation for the assistance and co-operation provided by them.

26. CREDIT RATING

The Company continues to have the domestic credit rating of BBB -/stable from CRISIL which means sufficient safety with regard to timely payment of financial obligations.

27. INSURANCE

Adequate insurance cover has been taken for properties of the Company including Buildings, Plant and Machineries and Stocks against fire, and other risks as considered necessary.

28. INTERNAL CONTROL SYSTEMS AND AUDIT

Responsibility for the Internal Control system lies with the Board of Directors as a whole, which establishes policies and periodically verifies its adequacy and effective functioning. The internal control system is first of all a "management" tool, in that it is useful and necessary for the Board of Directors, Executive Directors and managers in general for correctly and effectively performing the tasks assigned them. The internal control system permits monitoring of compliance with the rules and procedures governing performance of all the Company's business activities. Your directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. The Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

Your Company has appointed an Internal Auditor as Independent Auditor who directly reports to Audit Committee of the Board. An Internal Auditor constantly evaluates the risk management and Internal Control system and also suggests the ways to improve the same. The Report of the Internal Auditor facilitates to take corrective action in respective areas and thereby strengthens the controls.

29. PARTICULARS OF EMPLOYEES

The prescribed particulars of remuneration of employees pursuant to Section 134(3) (q) and Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as "Annexure-C" to the Directors' Report.

30. ENVIRONMENT

The Company is conscious of clean environment and safety operations. It ensures safety of all concerned, compliance with environmental regulations and preservation of natural resources.

31. DISCLOSURE OF PARTICULARS WITH REGARD

TO CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGES AND OUTGO

The particulars as prescribed under sub-section (3) of the Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given at "Annexure A" to the Directors' Report.

32. NUMBER OF MEETINGS OF BOARD OF

DIRECTORS

The details of the number of meetings of the Board held during the financial year 2025-26 forms part of the Corporate Governance Report.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has framed a Vigil Mechanism/Whistle Blower Policy to deal with unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy, if any. The Vigil Mechanism/Whistle Blower Policy has also been uploaded on the website of the Company www.teraigroup.com 34. MATERIAL CHANGES AND COMMITMENTS, IF

ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitment affecting financial position of your Company, which has occurred between the end of the financial year of your Company i.e. March 31, 2026 and the date of this Report.

35. DISCLOSURES UNDER SEXUAL HARASSMENT

OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above policy. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act and no compliant has been received till date. The said policy is available on your Company's website www.teraigroup.com and a link to the said policy has been provided. The Company is committed to provide a safe and conducive work environment to its employees.

Details of Sexual Harassment Complaints (FY 2025 2026):

Particulars	Number of
	Complaints
Number of sexual harassment	Nil
complaints received during the year
Number of sexual harassment	Nil
complaints disposed of during
the year
Number of cases pending for more	Nil
than 90 days

36. STATEMENT ON COMPLIANCE WITH THE

MATERNITY BENEFIT ACT, 1961

The Company confirms that it complies with all provisions of the Maternity Benefit Act, 1961. All eligible women employees are provided maternity benefits as per the law.

37. DETAILS OF SIGNIFICANT AND MATERIAL

ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS

No significant and material orders has been passed by the Regulators / Courts /Tribunals during the year under review.

38. POLICY ON MATERIALITY OF AND DEALING

WITH THE RELATED TRANSACTIONS

The Company's Policy on Materiality of and Dealing with Related Party Transactions was reviewed in order to bring it in conformity with the Listing Regulations. The said policy may be referred to at the Company's website at www.teraigroup.com.

39. OTHER POLICIES

Pursuant to the requirement of Listing Regulations, the Board of Directors has adopted a Policy for Preservation of Documents, Archival Policy and Policy for determining Materiality of Events/ Information. The said policy may be referred to at the Company's website at www.teraigroup.com 40. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

41. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Corporate Social Responsibility (CSR) is not applicable on our Company in terms of section 135 of the Companies Act, 2013. However, the Company continues to support the "Amit Agarwala Foundation", a Public Charitable Trust with a vision of creating permanent institutes for use by the needy masses in the field of education, medical facilities and other public utilities and to provide quality services in all such institutes in affordable cost. The following projects are running successfully: -

"Amit Agarwala Smriti Bhawan" a multipurpose facility which provides various facilities for attendants of patients admitted at North Bengal Medical College & Hospital.

"Amit Agarwala Bang Bhawan" having constructed area 17000 sq. ft. approx. The Bhawan has multifarious facilities for the residents of the underprivileged society of Siliguri.

"Amit Agarwala Old Age Recreation Centre" which provided facilities to the weaker and under privileged citizens of the city of Siliguri and entire North Bengal. There is a library and a reading room basically to provide a meeting place for elderly persons, who meet, enjoy company of each other reading newspaper and books etc.

"Amit Agarwala Table Tennis Academy" is other charitable units in the in the said center apart from vocational training. The Academy provides Table Tennis coaching under the supervision of one of the renowned coaches of Siliguri.

"Amit Agarwala School for Blind" to provide the sphere of education and other activities to blind boys and girls free of cost at Girish Park, Kolkata.

"Shree Shree Mahamaya Kalibari Naat Mandir, Desbandhu Para" opposite Amit Agarwala Bang Bhawan.

"Amit Agarwala Learning Cum Resource Centre" was established having constructed area of 25000 sq. ft. within the premises of Surya Sen Mahavidyalaya at Siliguri and inaugurated on 15th May 2022. The Centre consists of classrooms, library, common room and other educational facilities.

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Board of Directors and the Designated Employees have confirmed compliance with the Code. The policy on Prevention of Insider Trading as approved by the Board is uploaded on the Company's website www.teraigroup.com

43. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your directors draw attention of the members to Note 34 to the Notes on Accounts to the Financial Statement which sets out related party disclosures.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.teraigroup.com.

44. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures, which shall be responsible for framing, implementing and monitoring the risk management plan of the company.

45. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investment covered under the provision of section 186 of the Companies Act, 2013 is given in the Financial Statement forming part of the Annual Report.

46. REPORT ON CORPORATE GOVERNANCE

At Terai Tea, we ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just to boost long-term shareholder value, but also to respect rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company.

In accordance with Regulation 34 (3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a Report on Corporate Governance together with Practicing Chartered Accountant Certificate regarding Compliance of Conditions of Corporate Governance are attached as "Annexure- E", forming parts of this report.

47. MANAGEMENT DISCUSSION & ANALYSIS

REPORT

In accordance with Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 a Management Discussion and Analysis Report is attached as "Annexure-F" forming part of this report.

48. BUSINESS RESPONSIBILITY REPORT

In terms of SEBI (LODR) Regulations 2015, Top 1000 listed entities are required to submit as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, Social and Corporate perspective. Your Company does not fall under this Category.

49. THE DETAILS OF AN APPLICATION MADE OR

ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

50. DETAILS OF THE DIFFERENCE BETWEEN THE

VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no OneTime Settlement (OTS) of Loans taken from Banks and Financial Institutions.

51. COMPLIANCE WITH THE APPLICABLE

SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

52. FRAUD REPORTING

Pursuant to the provisions of Section 134(3) (ca) of the Companies (Amendment) Act, 2015, no fraud has been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

53. ACKNOWLEDGEMENT

The Directors would like to convey their sincere gratitude for the invaluable support and collaboration extended to the Company by its diverse stakeholders, including financial institutions, banks, government agencies, and business partners. We are equally thankful for the encouragement and trust shown by our esteemed shareholders.

Additionally, the Directors wish to express their profound appreciation for the dedication, professionalism, and unwavering commitment demonstrated by our employees at every level, whose hard work and enthusiasm have significantly contributed to the Company's success throughout the year.