Notes to Accounts of Dhunseri Tea & Industries Ltd.

Mar 31, 2025

p) Provisions and contingent liabilities

Provisions are recognized when there is a present obligation as a result of a past event, it is probable that an outflow of
resources will be required to settle the obligation and in respect of which reliable estimate can be made.

Contingent Liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be
required to settle the obligation or reliable estimate of the amount cannot be made.

q) Earnings per share

Basic Earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company''s
earnings per share is the net profit for the period.

For the purpose of calculating the diluted earnings per share the net profit or loss for the period attributable to the equity
shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive
potential equity shares.

r) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Chairman and Managing Director.

s) Use of estimates and critical accounting judgments

In preparation of the financial statements, the Company makes judgments, estimates and assumptions about the carrying
values of assets and liabilities that are not readily apparent from other sources. The estimates and the associated assumptions
are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these
estimates.

The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised and future periods affected.

Significant judgments and estimates relating to the carrying values of assets and liabilities include

i. Useful lives of property, plant and equipment - Note 3(a)

ii. Fair valuation of Investment Properties and Unquoted Investments - Note 3(d) and 5

iii. Provisions - Note 21

iv. Current tax and deferred tax - Note 9

v. Valuation of Biological assets and harvested tea leaves (agricultural produce) - Note 42

vi. Impairment of Investments Note 5, Property, plant and equipment Note 3(a), Right of use assets Note 3(b), Capital Work-in¬
progress Note 3(c), Investment properties Note 3(d) and Trade receivables Note 6

vii. Provisions and Contingencies related to litigations and claims- Note 35

t) Rounding off amount

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement
of schedule III, unless otherwise stated.

u) Recent Pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. For the year ended 31^st March 2025, MCA has not notified any new
standards or amendments to the existing standards applicable to the Company.

(i) General reserve

Under the erstwhile Indian Companies Act, 1956, a general reserve was created through an annual transfer of net profit at a specified percentage
in accordance with applicable regulations. Consequent to introduction of Companies Act, 2013, the requirement to mandatory transfer a
specified percentage of the net profit to general reserve has been withdrawn though the Company may transfer such percentage of its profits
for the financial year as it may consider appropriate. Declaration of dividend out of such reserve shall not be made except in accordance with
rules prescribed in this behalf under the Act.

(ii) Fair value through other comprehensive income (FVOCI)- equity instruments

The Company has elected to recognise changes in the fair value of certain investments in equity instruments through other comprehensive
income. These changes are accumulated within the FVOCI equity instruments reserve. The Company transfers amounts from this reserve to
retained earnings when the relevant equity instruments are derecognised.

(iii) Retained earning

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions
paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified
to Statement of Profit and Loss.

(a) Repayment terms and nature of securities given for Term/Demand loans from banks are as follows:

(i) Auto Loan from a bank
Nature of Security

Auto loans from bank are secured by hypothecation of respective vehicles.

Repayment and other terms

(i) Auto loan from Bank is repayable in 60 instalments of Rs. 0.55 lakhs (31 March 2024: Rs. 0.55 lakhs) each starting from January 7, 2022
and interest rate of 7% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 10.77 lakhs (31 March 2024:
16.36 lakhs) (Maturity Date:07-12-2026)

(ii) Auto loan from Bank is repayable in 39 instalments of Rs. 0.77 lakhs (31 March 2024: Nil) each starting from October 5, 2024 and
interest rate of 8.95% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 22.47 lakhs (31 March 2024: Nil)
(Maturity Date:05-12-2027)

(ii) Agri Infra Fund Term Loan (AIFTL)

Nature of Security

Secured by first charge by way of hypothecation over the entire current assets of the Company ranking pari passu with other consortium
Banks as primary security. Secured by a first hypothecation charge on the immovable properties and movable fixed assets of the Company
ranking pari passu with other consortium banks as collateral security.

Repayment and other terms

(i) AIFTL Agri Infra term loan from Bank is repayable in 60 instalments of Rs. 2.47 lakhs (31 March 2024: Rs. 0.99 lakhs) each starting from
October 25, 2025 and interest rate of 9% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 119.19 lakhs
(31 March 2024: 47.53 lakhs) (Maturity Date:25-09-2030)

(ii) AIFTL Agri Infra term loan from Bank is repayable in 60 instalments of Rs. 3.71 lakhs (31 March 2024: Rs. 3.71 lakhs) each starting
from November 10, 2025 and interest rate of 9% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 178.65
lakhs (31 March 2024: Rs. 178.65 lakhs) (Maturity Date:25-11-2030)

(iii) AIFTL Agri Infra term loan from Bank is repayable in 60 instalments of Rs. 4.15 lakhs (31 March 2024: Rs. 4.15 lakhs) each starting
from December 10, 2025 and interest rate of 9% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 200.00
lakhs (31 March 2024: Rs. 200.00 lakhs) (Maturity Date:10-10-2030)

(iv) AIFTL Agri Infra term loan from Bank is repayable in 60 instalments of Rs. 4.15 lakhs (31 March 2024: Rs. 4.15 lakhs) each starting
from December 25, 2025 and interest rate of 9% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 200.00
lakhs (31 March 2024: 200.00 lakhs) (Maturity Date:10-11-2030)

(v) AIFTL Agri Infra term loan from Bank is repayable in 60 instalments of Rs. 2.54 lakhs (31 March 2024: Rs. 1.63 lakhs) each starting from
January 15, 2026 and interest rate of 9% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 122.50 lakhs
(31 March 2024: Rs. 78.75 lakhs) (Maturity Date:15-12-2030)

(vi) The instalment amounts mentioned above also includes interest.

(b) Repayment and other terms and nature of securities given for short term borrowings

(i) Loans repayable on demand from Banks are secured by a first hypothecation charge on the current assets of the Company, viz. stock of raw
materials, finished goods, stores and spares not relating to plant and machinery, bills receivable, book debts and all other movables, both
present and future, wherever situated. Secured by a first hypothecation charge on the movable fixed assets of the Company and equitable
mortgage over the immovable properties by deposit of title deeds of tea estates.

Rate of Interest

Loan from Bank is availed as per the requirements of the Company at interest rates mutually agreed at the time of drawing the facility with
interest rates varying from 7.98% to 9.50%

(ii) Unsecured loan from related parties will be due in a year and payable at one go along with interest @8% p.a

(c) The Company has not defaulted on repayment of any borrowings and interest therof.

(d) The Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks during the year on the basis
of security of current assets of the Company. The quarterly returns/statements filed by the Company with such banks are in agreement
with the books of accounts of the Company.

(i) Leave Obligations

(a) Short term Employee Benefits:

The undiscounted amount of Short-term Employee Benefits expected to be paid in exchange for the services rendered by employees is
recognised during the period when the employee renders the service.

(b) Compensated Absences

Compensated absences cover the Company''s liability for sick and earned leave. As the Company does not have an unconditional right to defer
the payment beyond 12 months the entire amount has been treated as current.

(ii) Defined contribution plan

Provident Fund: The Company contributes 12% of the basic salary of employees towards Provident Fund Scheme to the relevant provident
fund authorities (Regional Provident Fund Commissioner/ Assam Tea Plantation Provident Fund account).

The Company contributed Rs. 2,010.43 and Rs. 2,034.41 lakhs during the year ended 31 March 2025 and 31 March 2024 respectively.

Superannuation Fund: The Company provides for Superannuation benefit to certain employees wherein 15% of basic salary is funded with
Life Insurance Corporation of India.

The Company contributed Rs. 2.59 lakhs and Rs. 2.09 lakhs during the year ended 31 March 2025 and 31 March 2024 respectively.

Others: Others consist of company and employee''s contribution to:

Employees Pension Scheme [Total amount charged to the statement of Profit and Loss for the year Rs. 10.33 lakhs (2023-24 Rs.11.08 lakhs)]
Employees State Insurance [Total amount charged to the statement of Profit and Loss for the year Rs. 0.58 lakhs (2023-24 Rs. 0.66 lakhs)]

(viii) Risk exposure

Through its defined benefit plans the Company is exposed to a number of risks, the most significant of which are detailed below:

Investment risk:

If plan is funded, then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation
date can impact the liability.

Interest risk:

A decrease in the interest rate on plan assets will increase the plan liability.

Life expectancy:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both
during and at the end of the employment. An increase in the life expectancy of the plan participants will increase the plan liability.

Salary growth risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary
of the plan participants will increase the plan liability.

(ix) Defined benefit liability and employer contributions

Expected contributions to post-employment benefits plans for the year ending 31 March 2025 is Rs. 2,950.46 lakhs (31 March 2024 :
Rs 3,016.39 lakhs).

The weighted average duration of the defined benefit obligation is 7 years (31 March 2024 - 7 years).

Note 37: Capital management
(a) Risk management

The company’s objectives when managing capital are to:

(a) safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other
stakeholders, and

(b) maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to
shareholders or issue new shares.

The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and
market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain,
or if necessary adjust, its capital structure.

The capital structure of the Company consists of debt, cash and cash equivalents and equity attributable to equity shareholders of the Company
which comprises issued share capital and accumulated reserves disclosed in the Statement of Changes in Equity.

Consistent with others in the industry, the Company monitors capital on the basis of net debt to equity ratio and maturity profile of overall debt
portfolio of the Company.

Net Debt implies borrowings including interest accrued on borrowings of the Company as reduced by Cash and Cash Equivalents and Equity
comprises all components attributable to the owners of the Company.

Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and financial liabilities
measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a
valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument
nor are they based on available market data. This level of hierarchy includes Company’s investment in equity shares which are unquoted or for
which quoted prices are not available at the reporting dates.

(ii) Transfers between level 1, level 2 and level 3

There is no transfer during the year between level 1, level 2 and level 3 with reference to financial instruments and biological assets other than
bearer plants.

(iii) Valuation technique used to determine fair value

Specific valuation technique used to determine fair value includes:

(a) Investments carried at fair value are generally based on market price quotations. However in cases where quoted prices are not available the
management has involved valuation experts to help in determining the fair value of the investments. Fair value of biological assets other than
bearer plant are arrived at based on observable market price of green leaves.

(b) The carrying amounts of other financial assets and liabilities carried at amortised cost closely approximate their fair values. The impact of
discounting on such financial assets or liabilities is not significant due to the market terms (rates and tenor) available and because the instruments
are short term in nature or do not have any fixed contractual maturities.

(c) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in
any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily
indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial
instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.

(iv) Equity Instruments carried at fair value through other comprehensive income

These investments in equity shares are not held for trading. Instead, they are held for long term purpose. The Company has chosen to designate
these investments in equity instruments at FVOCI since, it provides a more meaningful presentation.

Note 39: Financial risk management

In the course of its business, the Company is exposed primarily to fluctuations in interest rates, equity prices, liquidity and credit risk, which
may adversely impact the fair value of its financial instruments. In order to minimise any adverse effects on the financial performance of the
Company, the company has risk management policies as described below :-

(A) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) including deposits with banks and financial
institutions and other financial instruments carried at amortised cost and financial guarantees.

Financial instruments that are subject to credit risk and concentration thereof principally consist of trade receivables, loans receivables,
investments, other financial assets and cash and cash equivalents held by the Company. None of the financial instruments of the Company result
in material concentration of credit risk.

The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk was Rs. 15311.31 lakhs, Rs.
13997.21 lakhs, as at 31 March 2025 and 31 March 2024 respectively, being the total carrying value of financial assets excluding cash on
hand.

i) Trade and other receivables

Credit risk on receivables is minimum since sales through different mode (eg. auction, consignment, private) are made after judging credit
worthiness of the customers or advance payment. The history of defaults has been minimal and outstanding receivables are regularly monitored.

ii) Financial instruments and bank deposits

For credit risk on the loans to employees, the Company is not expecting any material risk on account of non-performance by any of the
parties. Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with
the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each
counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential
failure to make payments.

(B) Liquidity risk

Liquidity risk refers to the risk that the Company may encounter difficulty in meeting its financial obligations in accordance with terms of
contract. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through
an adequate amount of committed credit facilities to meet obligations when due and to close out market positions.

Management monitors rolling forecasts of the company''s liquidity position (including the undrawn credit facilities extended by banks and financial
institutions) and cash and cash equivalents on the basis of expected cash flows. In addition, the Company''s liquidity management policy involves
projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against
internal and external regulatory requirements and maintaining debt financing plans.

(C) Market risk

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest
rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations
with floating interest rates.

The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest
rate risk. During 31 March, 2025 and 31 March, 2024, the Company’s borrowings at variable rate were denominated in Rupees.

The Company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107,
since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

(ii) Price risk

(a) Exposure

The Company’s exposure to equity securities & mutual funds price risk arises from investments held by the Company and classified in the
balance sheet at fair value through Other Comprehensive Income or at Fair Value through Profit & Loss Account. To manage its price risk arising
from investments in equity securities & mutual funds, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance
with the limits set by the Company. In general, these investments are not held for trading purposes.

(b) Sensitivity

The company does not hold any quoted investments as on 31st March 2025 and 31st March 2024.

(iii) Foreign currency risk

The company deals with foreign currency loan, trade and other receivables, cash and cash equivalents, trade payables, etc. and is therefore
exposed to foreign exchange risk associated with exchange rate movement.

The company is is exposed to foreign exchange risk through its borrowings. The management regularly monitors the currency movement to
manage its currency risk.

(D) Agricultural Risk

Cultivation of tea being an agricultural activity, there are certain specific financial risks. These financial risks arise mainly due to adverse

weather conditions, logistic problems inherent to remote areas, and fluctuation of selling price of finished goods (tea) due to changes in supply/

availability.

The Company manages the above financial risks in the following manner:

• Sufficient inventory levels of agro chemicals, fertilizers and other inputs are maintained so that timely corrective action can be taken in case
of adverse weather conditions.

• Sufficient level of consumable stores viz packing materials, coal and HSD are maintained in order to mitigate financial risk arising from
logistics problems.

• Sufficient working-capital-facility is obtained from banks in such a way that cultivation, manufacture and sale of tea is not adversely affected
even in times of adverse conditions.

Note 40: Segment reporting

The Company''s chief operating decision maker viz. Chairman and Managing Director examine the Company''s performance as a single segment,

viz. "Growing, harvesting and sale of loose and packet tea and other allied services relating to plantation sector”.

@ Represents remuneration to key managerial person

# Includes Rent paid against leased assets has been accounted for in accordance with Indian Accounting Standards 116 (Ind AS 116, Leases w.e.f. 01-04¬
2019)

Other Terms and Conditions of transactions with Related Parties

Transactions related to dividend were on the same terms and conditions that applied to other shareholders. The other transactions are made in the ordinary
course of business. Outstanding balances at the year end are unsecured. No provision are held against receivable from related parties. All the transactions
mentioned above are inclusive of GST, where applicable.

The carrying amount of the biological assets other than bearer plants as per note 12 of these Standalone Financial Statements amounts to
Rs. 160.50 lakhs (31 March 2024 Rs. 91.32 lakhs)

The carrying amount of the Finished Goods (Inventories) as per Note 11 of these Standalone Financial Statements amounts to Rs. 1,285.43
lakhs (PY Rs. 2,203.94 lakhs). The same comprise of Tea made out of tea leaves harvested from own gardens ("agricultural produce”)
amounting to Rs. 1,246.64 lakhs (PY Rs. 1,058.05 lakhs), Tea made out of purchased tea leaves amounting to Rs. Nil (PY Rs. 613.78 lakhs)
and Tea purchased amounting to Rs. 38.79 lakhs (PY Rs. 532.09 lakhs).

The biological assets ("Tea leaves growing on tea bushes”) and agricultural produce used in the production of finished goods of tea used in such
inventory are stated at fair value less costs to sell. Such inventory of Tea is carried at the lower of cost and net realizable value. The same is
applying the principles of Ind AS 41 and Ind AS 2.

The valuation of biological assets and agricultural produce used in the production of finished goods (Tea) involves judgements in the consideration
of factors used in the determination of fair value of such agricultural produce. The company considers various factors such as comparing the
actual selling prices prevailing around year end for completed seasonal cycle, including technical factors which determine the quality and hence
the fair value of biological assets and agricultural produce. The said practice is consistently practiced followed by the company.

Note 43: Leases

The Company’s lease contract which qualifies as leases under Ind AS 116, are majorly in respect of leases for Buildings, Plant & equipments
and Furniture & fixtures. The movement in right of use assets and lease liability during the year is given below:-

Note 45: The Company had acquired certain tea estates in the Financial Year 2022-23 wherein the Company had taken over the outstanding
Employees Provident Fund liabilities for the respective gardens as on January 01, 2023 from the erstwhile owner. As agreed with Provident
Fund authorities, the Company is in the process of discharging such liabilities in the specified number of instalments. The balance outstanding
of such Provident Fund liability is Rs. 134.44 lakhs as on March 31, 2025 (March 31, 2024: Rs. 457.42 lakhs). The Company has been regular
in depositing the Provident Fund liabilities of January 2023 onwards for the respective tea estates.

Note 46: Other Statutory Information

(i) The Company does not have any transactions with companies struck off.

(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC (Registrar of Companies) beyond the statutory
period.

(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(iv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(v) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds)
to any other person or entity, including foreign entities ("Intermediaries") with the understanding (whether recorded in writing or otherwise) that
the Intermediary shall, whether directly or indirectly lend or invest in other persons/entities identified in any other manner whatsoever by or on
behalf of the Company (''ultimate beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries . However,
the Company has invested Rs. 1,283.97 lakhs during the year (PY Rs. 830.62 lakhs) to Dhunseri Petrochem Tea & Pte Limited, a wholly owned
subsidiary in the ordinary course of business and in keeping with the applicable regulatory requirements for onward funding to a overseas
step-down wholly owned subsidiary of the Company towards meeting their business requirements. Accordingly, no further disclosures, in this
matter is required.

(vi) The Company has complied with the relevant provision of Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act
2013, for the above transaction and the transactions are not violative of the prevention of Money-laundering Act, 2002(15 of 2003)

(vii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments
under the Income Tax Act, 1961 as income during the year.

(viii) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami
Property Transactions Act, 1988 and rules made thereunder.

(ix) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.

(x) The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature is not
enabled for direct changes to data when using certain access rights, due to technical reasons. Pursuant to implementation of new ERP in the
current year, the Company is in the process of establishing necessary controls and documentation regarding maintenance of audit trail. Further,
no instance of audit trail feature being tampered with was noted in respect of those accounting software where the audit trail has been enabled.

Additionally, the audit trail feature in the accounting software was not enabled in the previous year and hence the audit trail in respect of the year
ended March 31, 2024 has not been preserved by the Company as per the statutory requirements for record retention.

(xi) The Company has defined process to take daily back-up of books of account maintained electronically and maintain the back-up of such
books of account on the servers located outside India. Pursuant to implementation of new ERP in the current year, the Company is in the process
of establishing necessary controls and documentations regarding back up to ensure that logs of daily back up for books of account is maintained
on a daily basis for all its locations.

As per our report of even date attached For and on behalf of the Board of Directors of

Dhunseri Tea & Industries Limited

For S.R. Batliboi & CO. LLP C. K. Dhanuka Siddhartha Rampuria

Chartered Accountants Managing Director Director

Firm Registration No. 301003E/E300005 (DIN - 00005684) (DIN - 00755458)

Sanjay Kumar Agarwal Pravir Murari Pankaj Prabhat R. Mahadevan

Partner Chief Executive Officer Chief Financial Officer Company Secretary

Membership No. 060352 M. No. ACS 2080

Place : Kolkata
Date : May 22,2025

---

Mar 31, 2024

Estimation of fair value

The Company’s investment property consisted of Land at Alibag and Bikaner in previous year. However during the current year Company has classified Land at Bikaner as Asset held for sale (Refer Note 15). The fair Valuation of the said properties as stated in the above table is based on valuation conducted by an Income Tax Department Approved Valuer & Consulting Engineer, an accredited independent valuer and they are not a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. The Company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements. Fair value hierarchy disclosures for investment properties have been provided in note 38.

(1) Deferred tax assets and liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws.

(2) The Company had opted for new tax regime u/s 115BAA of the Income Tax Act, 1961 while filing its Income Tax returns for AY 2022-23 (Financial year ended March 31, 2022) in November 2022. Accordingly, Provision for Income tax and Deferred tax recognized for the year ended March 31, 2022 had been revised in the year 2022-23 based on the applicable provisions of the new tax regime.

The Company has entered into the Memorandum of Understanding dated 29th March,2024 for Sale of Investment Property at Bikaner for a consideration of Rs 243.56 lakhs for which final sale agreement is to be executed after completion of necessary due diligence from the buyer. The said assets have been classified as Assets held for Sale and loss thereupon amounting to Rs 16.16 lakhs has been recognised as "Exceptional Items” in the current year. The fair value of land was determined using the sales approach. This is level 3 measurement as per fair value hierarchy set out in fair value measurement disclosure.

Terms and rights attached to equity shares

The Company has one class of equity share having a par value of Rs 10/- each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case of interim dividend. In the event of liquidation the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(i) General reserve

Under the erstwhile Indian Companies Act, 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to introduction of Companies Act, 2013, the requirement to mandatory transfer a specified percentage of the net profit to general reserve has been withdrawn though the Company may transfer such percentage of its profits for the financial year as it may consider appropriate. Declaration of dividend out of such reserve shall not be made except in accordance with rules prescribed in this behalf under the Act.

(ii) Fair value through other comprehensive income (FVOCI)- equity instruments

The Company has elected to recognise changes in the fair value of certain investments in equity instruments through other comprehensive income. These changes are accumulated within the FVOCI equity instruments reserve. The Company transfers amounts from this reserve to retained earnings when the relevant equity instruments are derecognised.

(iii) Retained earning

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.

(a) Repayment terms and nature of securities given for Term/Demand loans from banks are as follows:

(i) Auto Loan from a bank Nature of Security

Auto loans from bank aggregating to Rs. 16.36 lakhs (31 March 2023: Rs. 21.57 lakhs) are secured by hypothecation of respective vehicles. Repayment and other terms

Repayable in 60 equated monthly instalments payable at interest rate of 7% p.a. beginning from 7 January 2022.

(ii) Agri Infra Fund Term Loan (AIFTL)

Nature of Security

Secured by first charge by way of hypothecation over the entire current assets of the Company ranking pari passu with other cosortium Banks as primary security. Secured by a first hypothecation charge on the immovable properties and movable fixed assets of the Company ranking pari passu with other cosortium banks as collateral security.

Repayment and other terms

(i) AIFTL Agri Infra term loan from Bank is repayable in 60 instalments of Rs. 0.99 lakhs each starting from October 25, 2025 and interest rate

of 9% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 47.53 lakhs (31 March 2023: NIL)

(ii) AIFTL Agri Infra term loan from Bank is repayable in 60 instalments of Rs. 3.71 lakhs each starting from November 10, 2025 and interest rate of 9% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 178.65 lakhs (31 March 2023: NIL)

(iii) AIFTL Agri Infra term loan from Bank is repayable in 60 instalments of Rs. 4.15 lakhs each starting from December 10, 2025 and interest rate of 9% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 200.00 lakhs (31 March 2023: NIL)

(iv) AIFTL Agri Infra term loan from Bank is repayable in 60 instalments of Rs. 4.15 lakhs each starting from December 25, 2025 and interest rate of 9% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 200.00 lakhs (31 March 2023: NIL)

(v) AIFTL Agri Infra term loan from Bank is repayable in 60 instalments of Rs. 1.63 lakhs each starting from January 15, 2026 and interest rate

of 9% p.a. is payable on a monthly basis. The outstanding balance as at year end is Rs. 78.75 lakhs (31 March 2023: NIL)

(b) Repayment and other terms and nature of securities given for short term borrowings

(i) Loans repayable on demand from Banks are secured by a first hypothecation charge on the current assets of the Company, viz. stock of raw materials, finished goods, stores and spares not relating to plant and machinery, bills receivable, book debts and all other movables, both present and future, wherever situated. Secured by a first hypothecation charge on the movable fixed assets of the Company and equitable mortgage over the immovable properties by deposit of title deeds of tea estates.

Rate of Interest

Loan from Bank is availed as per the requirements of the Company at interest rates mutually agreed at the time of drawing the facility with interest rates varying from 8.10% to 11.80%

The Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks during the year on the basis of security of current assets of the Company. The quarterly returns/statements filed by the Company with such banks are in agreement with the books of accounts 0f the Company.

(ii) Unsecured loan from related parties will be due in a year and payable at one go along with interest @8% p.a

(c) The Company has not defaulted on repayment of any borrowings and interest thereof.

During the year, the Company recognised an amount of Rs. 99.50 lakhs (2022-23: Rs. 75.61 lakhs ) as remuneration to key managerial personnel, Refer note 41 for details.

(i) Leave Obligations(a) Short term Employee Benefits:

The undiscounted amount of Short-term Employee Benefits expected to be paid in exchange for the services rendered by employees is recognised during the period when the employee renders the service.

(b) Compensated Absences

Compensated absences cover the Company''s liability for sick and earned leave. As the Company does not have an unconditional right to defer the payment beyond 12 months the entire amount has been treated as current.

(ii) Defined contribution plan

Provident Fund: The Company contributes 12% of the basic salary of employees towards Provident Fund Scheme to the relevant provident fund authorities (Regional Provident Fund Commissioner/ Assam Tea Plantation Provident Fund account).

The Company contributed Rs.2,034.41 and Rs. 1,183.48 lakhs during the year ended 31 March 2024 and 31 March 2023 respectively.

Superannuation Fund: The Company provides for Superannuation benefit to certain employees wherein 15% of basic salary is funded with Life Insurance Corporation of India.

The Company contributed Rs. 2.09 lakhs and Rs. 2.33 lakhs during the year ended 31 March 2024 and 31 March 2023 respectively.

Others: Others consist of company and employee''s contribution to:

Employees Pension Scheme [Total amount charged to the statement of Profit and Loss for the year Rs. 11.08 lakhs (2022-23 Rs.8.94 lakhs)] Employees State Insurance [Total amount charged to the statement of Profit and Loss for the year Rs. 0.66 lakhs (2022-23 Rs. 0.79 lakhs)]

(iii) Post Employment Benefits Plans

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per the scheme, the Gratuity Trust Fund make payment to vested employees at retirement, death/disability, withdrawal of an amount based on the respective employee''s eligible salary for specified number of days depending upon the tenure of service subject to a maximum of Rs 20 lakhs. Vesting occurs upon completion of five years of service. Liability with regard to the aforesaid gratuity plan is determined by actuarial valuation based upon which the Company makes annual contributions for Gratuity to the Trust Fund.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

(viii) Risk exposure

Through its defined benefit plans the Company is exposed to a number of risks, the most significant of which are detailed below:

Investment risk:

If plan is funded, then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.

Interest risk:

A decrease in the interest rate on plan assets will increase the plan liability.

Life expectancy:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and at the end of the employment. An increase in the life expectancy of the plan participants will increase the plan liability.

Salary growth risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liability.

(ix) Defined benefit liability and employer contributions

Expected contributions to post-employment benefits plans for the year ending 31 March 2024 is Rs. 3,016.39 lakhs (31 March 2023 : Rs. 3,371.33 lakhs).

The weighted average duration of the defined benefit obligation is 7 years (31 March 2023 - 8 years).

(1) Income tax expense for the AY 2022-23 (Financial year ended 31 March 2022) was determined based on old regime. However while filing its income tax return for FY 2021-22 the Company had opted for new tax regime u/s 115BAA of the Income Tax Act, 1961. Accordingly, Provision for Income tax and Deferred tax that was recognised for the FY ended 31 March 2022, were reduced during the FY ended 31 March 2023 based on the applicable provisions of the new tax regime.

(2) The applicable tax rate for the Company is 25.17% (including surcharge and cess). However, the Company is also subject to agricultural income tax at the rate of 30% to the extent of 60% of its business income. Accordingly, the average rate considered for the aforesaid reconciliation and on the basis of which the deferred tax has been measured by the Company is 28.07% for the year ended March 31, 2024 and March 31, 2023 .

NOTE 37: CAPITAL MANAGEMENT (a) Risk management

The company’s objectives when managing capital are to:

(a) safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

(b) maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

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The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The capital structure of the Company consists of debt, cash and cash equivalents and equity attributable to equity shareholders of the Company which comprises issued share capital and accumulated reserves disclosed in the Statement of Changes in Equity.

Consistent with others in the industry, the Company monitors capital on the basis of net debt to equity ratio and maturity profile of overall debt portfolio of the Company.

Net Debt implies borrowings including interest accrued on borrowings of the Company as reduced by Cash and Cash Equivalents and Equity comprises all components attributable to the owners of the Company.

NOTE 38 : FAIR VALUE MEASUREMENTS

This section gives an overview of the significance of financial instruments for the company and provides additional information on balance sheet item that contain financial instrument.

The detail of material accounting policies,including the criteria for recognition ,the basis of measurement and the basis on which income and expenses are recognised in repsect of each class of financial asset,financial liability and equity instruments are disclosed in note 2 to the standalone financial statements.

Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares. The fair value for all equity shares which are traded in the stock exchanges is valued using the closing price as at the reporting period.

Valuation techniques with observable inputs (Level 2): The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Biological asset other than bearer plants, are measured at fair value less cost to sell.

Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and financial liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. This level of hierarchy includes Company’s investment in equity shares which are unquoted or for which quoted prices are not available at the reporting dates.

(ii) Transfers between level 1, level 2 and level 3

There is no transfer during the year between level 1, level 2 and level 3 with reference to financial instruments and biological assets other than bearer plants.

(iii) Valuation technique used to determine fair value

Specific valuation technique used to determine fair value includes:

(a) Investments carried at fair value are generally based on market price quotations. However in cases where quoted prices are not available the management has involved valuation experts to help in determining the fair value of the investments. Fair value of biological assets other than bearer plant are arrived at based on observable market price of green leaves.

(b) The carrying amounts of other financial assets and liabilities carried at amortised cost closely approximate their fair values. The impact of discounting on such financial assets or liabilities is not significant due to the market terms (rates and tenor) available and because the instruments are short term in nature or do not have any fixed contractual maturities.

(c) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.

(iv) Equity Instruments carried at fair value through other comprehensive income

These investments in equity shares are not held for trading. Instead, they are held for long term purpose. The Company has chosen to designate these investments in equity instruments at FVOCI since, it provides a more meaningful presentation. During the year, the Company has sold certain investments carried at FVOCI.

NOTE 39: FINANCIAL RISK MANAGEMENT

In the course of its business, the Company is exposed primarily to fluctuations in interest rates, equity prices, liquidity and credit risk, which may adversely impact the fair value of its financial instruments. In order to minimise any adverse effects on the financial performance of the Company, the company has risk management policies as described below :-

(A) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) including deposits with banks and financial institutions and other financial instruments carried at amortised cost and financial guarantees.

Financial instruments that are subject to credit risk and concentration thereof principally consist of trade receivables, loans receivables, investments, other financial assets and cash and cash equivalents held by the Company. None of the financial instruments of the Company result in material concentration of credit risk.

The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk was Rs. 13997.21 lakhs, Rs. 17354.16 lakhs, as at 31 March 2024 and 31 March 2023 respectively, being the total carrying value of financial assets excluding cash on hand.

i) Trade and other receivables

Credit risk on receivables is minimum since sales through different mode (eg. auction, consignment, private) are made after judging credit worthiness of the customers or advance payment. The history of defaults has been minimal and outstanding receivables are regularly monitored.

ii) Financial instruments and bank deposits

For credit risk on the loans to employees, the Company is not expecting any material risk on account of non-performance by any of the parties. Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

(B) Liquidity risk

Liquidity risk refers to the risk that the Company may encounter difficulty in meeting its financial obligations in accordance with terms of contract. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions.

Management monitors rolling forecasts of the company''s liquidity position (including the undrawn credit facilities extended by banks and financial institutions) and cash and cash equivalents on the basis of expected cash flows. In addition, the Company''s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

Maturities of financial liabilities

The tables below analyses the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities for all financial liabilities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

(C) Market risk (i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During 31 March, 2024 and 31 March, 2023, the Company’s borrowings at variable rate were denominated in Rupees.

The Company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

(ii) Price risk (a) Exposure

The Company’s exposure to equity securities & mutual funds price risk arises from investments held by the Company and classified in the balance sheet at fair value through Other Comprehensive Income or at Fair Value through Profit & Loss Account. To manage its price risk arising from investments in equity securities & mutual funds, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company. In general, these investments are not held for trading purposes.

(D) Agricultural Risk

Cultivation of tea being an agricultural activity, there are certain specific financial risks. These financial risks arise mainly due to adverse weather conditions, logistic problems inherent to remote areas, and fluctuation of selling price of finished goods (tea) due to changes in supply/ availability.

The Company manages the above financial risks in the following manner:

• Sufficient inventory levels of agro chemicals, fertilizers and other inputs are maintained so that timely corrective action can be taken in case of adverse weather conditions.

• Sufficient level of consumable stores viz packing materials, coal and HSD are maintained in order to mitigate financial risk arising from logistics problems.

• Sufficient working-capital-facility is obtained from banks in such a way that cultivation, manufacture and sale of tea is not adversely affected even in times of adverse conditions.

NOTE 40: SEGMENT REPORTING

The Company''s chief operating decision maker viz. Chairman and Managing Director examine the Company''s performance as a single segment, viz. "Growing, harvesting and sale of loose and packet tea and other allied services relating to plantation sector”.

@ Represents remuneration to key managerial person

# Includes Rent paid against leased assets has been accounted for in accordance with Indian Accounting Standards 116 (Ind AS 116, Leases w.e.f. 01-04-2019) Other Terms and Conditions of transactions with Related Parties

Transactions related to dividend were on the same terms and conditions that applied to other shareholders. The other transactions are made in the ordinary course of business. Outstanding balances at the year end are unsecured. No provision are held against receivable from related parties. All the transactions mentioned above are inclusive of GST, where applicable.

NOTE 42: FAIR VALUE OF BIOLOGICAL ASSETS AND AGRICULTURAL PRODUCE

The carrying amount of the biological assets other than bearer plants as per note 12 of these Standalone Financial Statements amounts to Rs. 91.32 lakhs (previous year Rs. 106.49 lakhs)

The carrying amount of the Finished Goods (Inventories) as per Note 11 of these Standalone Financial Statements amounts to Rs. 2,203.94 lakhs (PY Rs. 3,013.06 lakhs). The same comprise of Tea made out of tea leaves harvested from own gardens (“agricultural produce”) amounting to Rs. 1058.05 lakhs (PY Rs. 1,604.86 lakhs), Tea made out of purchased tea leaves amounting to Rs. 613.78 lakhs (PY Rs. 1,408.20 lakhs) and Tea purchased amounting to Rs. 532.09 lakhs (PY Nil).

The biological assets (“Tea leaves growing on tea bushes”) and agricultural produce used in the production of finished goods of tea used in such inventory are stated at fair value less costs to sell. Such inventory of Tea is carried at the lower of cost and net realizable value. The same is applying the principles of Ind AS 41 and Ind AS 2.

The valuation of biological assets and agricultural produce used in the production of finished goods (Tea) involves judgements in the consideration of factors used in the determination of fair value of such agricultural produce. The company considers various factors such as comparing the actual selling prices prevailing around year end for completed seasonal cycle, including technical factors which determine the quality and hence the fair value of biological assets and agricultural produce. The said practice is consistently practiced followed by the company.

Note 46: The Company had acquired certain tea estates in the previous year wherein the Company had taken over the outstanding Employees

Provident Fund liabilities for the respective gardens as on January 01, 2023 from the erstwhile owner. As agreed with Provident Fund authorities,

the Company is in the process of discharging such liabilities in the specified number of instalments. The balance outstanding of such Provident

Fund liability is Rs. 457.42 lakhs as on March 31, 2024 (March 31, 2023: Rs. 1,535.63 lakhs). The Company has been regular in depositing the

Provident Fund liabilities of January 2023 onwards for the respective tea estates.

Note 47: Other Statutory Information

(i) The Company does not have any transactions with companies struck off.

(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC (Registrar of Companies) beyond the statutory period.

(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(iv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(v) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entities ("Intermediaries") with the understanding (whether recorded in writing or otherwise) that the Intermediary shall, whether directly or indirectly lend or invest in other persons/entities identified in any other manner whatsoever by or on behalf of the Company (''ultimate beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. However, the Company has invested Rs. 830.62 lakhs given during the year to Dhunseri Petrochem Tea & Pte Limited, a wholly owned subsidiary in the ordinary course of business and in keeping with the applicable regulatory requirements for onward funding to a overseas step-down wholly owned subsidiary of the Company towards meeting their business requirements. Accordingly, no further disclosures, in this matter is required.

(vi) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

(vii) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(viii) The Company has defined process to take daily back-up of books of account maintained electronically and maintain the back-up of such books of account on the servers located in India for the Corporate office but in a hard disk for the Tea Gardens for which the logs of such back-up were not being kept. However, management is in the process of configuring its systems to ensure that logs of daily back up for books of account is being maintained on a daily basis on the server located in India for all its locations.

The Company is in the process of establishing necessary controls and documentations regarding backup in respect of new ERP, the implementation of which is under progress.

(ix) The Company has used accounting software for maintaining its books of account which does not have a feature of recording audit trail (edit log) facility, due to technical reasons. The Company is in the process of establishing necessary controls and documentations regarding audit trail in respect of new ERP, the implementation of which is under progress

(x) The Company had acquired 5 Tea Estates with effect from January 1, 2023 as stated in 3(a). Accordingly, the numbers reported in Statement of Profit and Loss for the year ended March 31, 2024 are not comparable with those for the year ended March 31, 2023.

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Mar 31, 2018

Notes to Financial Statements

ED FIRST TIME ADOPTION OF IND AS

Transition to Ind AS

These are the Company''s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in Note 2, have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the Company''s date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous

GAAP to Ind AS.

A.1 Ind AS optional exemptions

A. 1.1 Deemed cost

Ind AS 101 permits a first time adopter to elect to measure an item of property, plant and equipment at the date of transition to Ind AS at its fair value and use that fair value as its deemed cost at that date.

Accordingly, the Company has elected to measure certain class of property, plant and equipments at its fair value as at the transition date and considered such value as deemed cost at that date. While remaining class of assets are carried at historical cost determined in accordance with retrospective application of Ind AS.

A.1.2 Investments in subsidiaries

Ind AS 101 permits a first-time adopter to measure its investments in subsidiaries at deemed cost. The deemed cost of such an investment could be either (a) its fair value at the date of transition; or (b) previous GAAP carrying amount at that date. The option may be exercised individually and separately for each item of investment. Accordingly, the Company has opted to measure its investments in subsidiaries at deemed cost, i.e. previous GAAP carrying amount

A. 1.3 Past business combinations

Ind AS 101 permits a first-time adopter, not to apply Ind AS 103 retrospectively to past business combinations (business

combinations that occurred before the date of transition to Ind ASs).

Accordingly, the Company has opted to apply this exemption for past business combinations.

A.2 Ind AS mandatory exceptions

A. 2.1 Estimates

An entity''s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

Investment in equity instruments carried at FVOCI and investment in mutual funds as FVPL;

Biological asset measured at fair value less cost to sell.

A.2.2 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the fact and circumstances that exists at the date of transition to Ind AS.

Note 41l FIRST TIME ADOPTION OF IND AS

B. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

(1) Reconciliation of total equity Particulars	Notes	Amount as at at 31 March 2017	Amount as at 1 April 2016
Equity as per previous GAAP		62,302.63	45,090.20
Adjustments on transition to Ind AS
Impact on account of fair valuation of Property, plant and equipment	1		16,201.32
Impact on account of financial Instruments	2	1,026.89	(153.78)
Impact of recognising biological assets at fair values and movement thereon	3	46.15	44.99
Impact of measuring inventory of made tea on the basis of Ind AS 2 and Ind AS 41	4	(140.26)	(124.52)
Reversal of Proposed Dividend and Tax on Proposed Dividend	5	-	674.48
Replanting subsidy reclassified as deferred subsidy income	6	(58.29)	(59.36)
Other adjustments	7	14.97	-
Balance of equity as per Ind AS
before tax impact on adjustments		63,192.09	61,673.33
Deferred tax impact on the above	8	(2,959.14)	(3,024.86)
Balance of Equity as per Ind AS		60,232.95	58,648.47

(2) Reconciliation of total comprehensive income
Particulars	Notes	Year ended 31 March 2017
Net Profit after tax as per Previous GAAP		1,011.12
Re-measurements on transition to Ind AS
Impact on account of financial Instruments Reclassification of actuarial (gains) / losses of employee	2	23.66
benefit to other comprehensive income (OCI)	9	115.68
Impact of recognising biological assets at fair values and movement thereon	3	1.16
Impact of measuring inventory of made tea on the basis of Ind AS 2 and Ind AS 41	4	(15.74)
Replanting subsidy reclassified as deferred subsidy income	6	1.08
Other adjustments	7	14.97
Tax impact on above adjustments	8	28.89
Net Profit after tax as per Ind AS		1,180.82
Other comprehensive income/doss)		1,078.15
Total comprehensive income/doss) as per Ind AS		2,258.97

(3) Reconciliation of statement of cash flows :
Particulars	Notes	Amount as per Previous GAAP	Effect of transition to Ind AS	Amount as per Ind AS
Net cash generated from/(used in) operating activities	10,11	1,170.70	27.98	1,198.68
Net cash generated from/(used in) investing activities	10	(2,265.69)	(29.47)	(2,295.16)
Net cash generated from/(used in) financing activities		976.01	-	976.01
Net increase/(decrease) in cash and cash equivalents		(118.98)	(1.49)	(120.47)
Cash and cash equivalents as at 1 April 2016	11	262.46	(10.74)	251.72
Cash and cash equivalents as at 31 March 2017	11	143.48	(12.23)	131.25

Notes to reconciliation of total equity and total comprehensive income (1) Property, plant and equipment

(a) Under Ind AS, the Company has elected to measure certain class of property, plant and equipment at its fair value viz. freehold land, leasehold land and bearer plants as at the transition date and considered such value as deemed cost at that date. While remaining class of property, plant and equipment are carried at historical cost determined in accordance with retrospective application of Ind AS.

During the year 31 March 2017, the Company had applied revised Accounting standard 10 and recognised freehold land, leasehold land and bearer plants at fair value hence there is no impact on equity as at 31 March 2017.

(2) Financial Instruments

(a) In accordance with Ind AS 109 "Financial Instruments", investments in equity instruments (other than in subsidiaries, associates and joint ventures) and equity oriented mutual funds have been recognised at fair value at each reporting date through other comprehensive income.

Consequently, on eventual sale of such investments, profit or loss recognised in the statement of profit and loss under the Previous GAAP have been reversed as the fair value changes are recognised through other comprehensive income.

(b) In accordance with Ind AS 109 "Financial Instruments", investments in debt oriented/hybrid mutual funds are recognised at fair value through the statement of profit and loss at each reporting period.

(c) In accordance with Ind AS 109 "Financial Instruments", financial guarantee contracts are required to be recognised initially at fair value and subsequently at the higher of:

(i) the amount of the loss allowance

(ii) the amount initially recognised less, when appropriate, the cumulative amount of income recognised

(3) Impact of recognising biological assets at fair values and movement thereon

Under previous GAAP, biological assets were not required to be recognised. Under Ind AS, these have been recognised at fair value less costs to sell and change in fair value has been recognised in profit or loss.

(4) Impact of measuring inventory of made tea on the basis of Ind AS 2 and Ind AS 41

(a) Raw Materials: Under previous GAAP, no valuation was done for period end harvested tea-leaf. Under Ind AS, harvested leaf is measured at its fair value less cost to sell and is classified as Raw Materials.

(b) Fnished goods: Under previous GAAP, tea stock has been valued at the lower of cost and net realizable value. Cost of inventories comprise all costs of purchase/production of green leaf, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Under Ind AS, cost of inventories comprise cost of purchase of green leaf, fair value of green leaf at the time of harvest less cost to sell, conversion cost and other costs incurred in bringing the inventories to their present location and condition.

(5) Reversal of Proposed Dividend and Tax on Proposed Dividend

Under the previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements and applicable dividend tax thereon were considered as adjusting events. Accordingly, provision for proposed dividend and dividend tax thereon was recognised as a liability. Under Ind AS, such dividend and tax thereon are recognised when the dividend is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend and dividend tax thereon included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

(6) Replanting subsidy reclassified as deferred subsidy income

Under previous GAAP, replanting subsidy received from the Tea Board was recognized as revenue in the Statement of Profit and Loss as and when accrued. Under Ind AS, the same is recognized as deferred revenue in the Balance Sheet and transferred to profit or loss on a systematic and rational basis over the useful lives of the bearer plants.

(7) Other adjustments

Other adjustments primarily relate to capitalisation of finance cost on capital work-in-progress.

(8) Deferred tax

In accordance with Ind AS 12, "Income Taxes", the Company on transition to Ind AS has recognised deferred tax on temporary differences, i.e. based on balance sheet approach as compared to the earlier approach of recognising deferred taxes on timing differences, i.e. profit and loss approach.

Notes to reconciliation of total equity and total comprehensive income

(9) Reclassification of actuarial (gains) / losses of employee benefit to other comprehensive income (OCI)

(a) In accordance with Ind AS 19, "Employee Benefits" re-measurement gains and losses on post employment defined benefit plans are recognised in other comprehensive income as compared to the statement of profit and loss under the Previous GAAP.

(b) Interest expense/income on the net defined benefit liability/asset is recognised in the statement of profit and loss using the discount rate used for defined benefit obligation as compared to the expected rate used for recognising income from plan assets under the Previous GAAP.

(10) lmpact on account of government grant of capital nature

Under previous GAAP, government grant of capital nature were reduced from the value of property, plant and equipment and hence investing activities were shown net of such grants received. The same are now being treated as deferred income in accordance with Ind AS 20.

(11)Other bank balances

Under previous GAAP, other bank balances (comprising unpaid dividend), were considered as part of cash and cash equivalents. The same are not being included under Ind AS for consideration as cash and cash equivalents. The movement in balances is being considered under operating activities.

Note EH RESEARCH AND DEVELOPMENT

	31 March 2018	31 March 2017
Research and Development Expenditure charged to revenue	19.79	16.67

Note 43 LEASE OBLIGATION

Operating Lease

The Company has taken various office premises, factory premises and residential accommodation for employees under operating cancellable lease arrangements having tenures ranging between 5 and 9 years. There is no specific obligation for renewal of these agreements.

Lease rent charged to the Statement of Profit and Loss

31 March 2018 134.69

31 March 2017 124.27

Out of a total of 12.98 hectares (31 March 2017 : 12.92 hectares, 01 April 2016 : 12.92 hectares) Freehold land under Investment Property as mentioned in Note 4 - Investment Properties, 6.25 hectares (31 March 2017 : 6.25 hectares, 01 April 2016 : 6.25 hectares) of land which was earlier declared as Private Forest land under the provisions of the Maharashtra Private Forest (Acquisition) Act 1975, has been mutated in the name of Dhunseri Petrochem & Tea Ltd (being the transferor company in the Scheme of Arrangement executed in the FY 2014-15) during the previous year. Pending completion of relevant formalities the same is yet to be transferred in the name of the Company.

Miscellaneous expenses (Refer Note 30) include a donation of Rs NIL (Previous Year Rs 25 lakh) for a political purpose to All India Trinamool Congress.

Disclosures relating to Specified Bank Notes* (SBNs) held and transacted during the period from 8 November 2016 to 30 December 2016

Particulars	SBNs*	Other Denomination Notes	Total
Closing Cash in Hand as on 08.11.16	17.11	7.32	24.43
( ) Permitted Receipts	-	509.63	509.63
(-) Permitted Payments	0.82	439.89	440.71
(-) Amount deposited in Banks	16.29	3.00	19.29
Closing cash in hand as on 30.12.16	-	74.06	74.06

* Specified Bank Notes (SBNs) mean the bank notes of denominations of the existing series of the value of five hundred rupees and one thousand rupees as defined under the notification of the Government of India, in the Minsitry of Finance, Department of Economic Affairs no. S.O. 3407(E), dated the November 8, 2016.

Pending completion of relevant formalities certain assets and liabilities acquired pursuant to the Scheme of Arrangement remain included in the books of the Company under the name of the transferor Company.

Note 48 PROPOSED DIVIDEND
Particulars The final dividend proposed for the year is as follows :	31 March 2018	31 March 2017	01 April 2016
On Equity Shares of Rs 10 each
(i) Amount of dividend proposed for the year	560.40	560.40	560.40
(ii) Dividend per Equity Share (Rs)	8.00	8.00	8.00
(iii) Related Tax Impact (Rs)	115.19	114.08	114.08

The Board of Directors in its meeting on May 21, 2018 has proposed a final dividend of Rs 8/- per equity share for the financial year ended March 31, 2018. The proposal is subject to the approval of the shareholders at the Annual General Meeting and if approved would result in a cash outflow of Rs 675.59 Lakhs (including taxes).

For Lovelock & Lewes			For and on behalf of the Board of Directors
Firm Registration No. 301056E			C. K. Dhanuka	Basudeo Beriwala
Chartered Accountants			Managing Director	Director
Avijit Mukerji			(DIN -00005684)	(DIN -00118319)
Partner	Place : Kolkata	R. Mahadevan	Vikash Jain	P. C. Dhandhania
Membership No. 056155	Date : May 21, 2018	Company Secretary	Chief Financial Officer	Chief Executive Officer

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Mar 31, 2017

CHANGE IN ACCOUNTING POLICY

As per Paragraph 32 of revised Accounting Standard (AS) 10 "Property, Plant and Equipment" effective from 01.04.2016, the Company has opted to adopt the Revaluation Model as prescribed therein for Land and Bearer Plants and the Cost Model for other class of assets. Accordingly Revaluation Reserves recognized in the previous years has been written back by Rs 19,431.42 lakhs and Rs 9,033.27 lakhs on account of Land and Bearer plants respectively and a fresh revaluation carried out as on 1.4.2016. wherein Rs 34,989.41 lakhs and Rs 9,676.59 lakhs has been added as revaluation reserve on account of Land and Bearer Plants (including Capital work-in-progress) respectively. Also as per the requirement of Revised Accounting Standard depreciation amounting to Rs 236.67 lakhs for the year ended 31st March 2017 on bearer plants has been provided.

Replantation expenditure amounting to Rs. 246.70 lakhs for the year ended 31st March 2017 which was hitherto charged to the Statement of Profit and Loss has been debited to Capital-Work in Progress during the year ended 31st March 2017.

Consequent to above replantation subsidy amounting to Rs 29.81 lakhs for the year ended 31st March 2017 which was hitherto credited to the Statement of Profit & Loss, has also been reduced from the carrying amount of the bearer plants.

As a result, profitfortheyearended 31st March 2017 is lower by Rs 19.78 lakhs.

1. DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURES

Foreign Currency Exposure that are not hedged by a derivative instrument or otherwise -

Loan Taken Rs 1384.95 lakhs (Previous Year Rs 1326.66 lakhs) and interest accrued thereon Rs 5.19 lakhs (Previous Year Rs 3.28 lakhs). Loan Given Rs 178.29 lakhs (Previous Year Rs 191.77 lakhs).

Interest Receivable 9.34 lakhs (Previous Year Rs 25 lakhs).

2.LEASE OBLIGATION

Operating Lease

The Company has taken various office premises, factory premises and residential accommodation for employees under operating cancellable lease arrangements having tenures ranging between 5 and 9 years. There is no specific obligation for renewal of these agreements. Lease rent for the period amounts to Rs. 124.27 lakhs (Previous Year Rs 123.20 lakhs) debited to the Statement of Profit and Loss.

3. REVALUATION

Freehold Land, Leasehold Land and Bearer Plants are located at the ten tea estates of the Company were revalued on April 1, 2016 by Ernst & Young LLP, independent valuer on the bases as set out below:

Freehold Land and Leasehold Land- Market Method whereby the market rates are based on the available circle rates of the regions close to the tea estates of the Company after applying a discount rate for the large size of land, limited buyers, low frequency of transactions and restricted use.

Bearer Plant - Depreciated Replacement Cost Method whereby the replacement cost was calculated based on the Tea Board of India''s published rate of Unit Cost per hectare for replantation.

The resultant increase in Net Book Value of Rs. 34,989.41 lakhs for Land and Rs 9,676.59 lakhs for Bearer Plants has been credited to the Revaluation Reserve included under Reserves and Surplus (Note 3).

4. Out of a total of 12.92 hectares (Previous Year 12.92 Hectares) Freehold land under Investment Property as mentioned in Note 13 on Non-Current Investments, 6.25 Hectares (Previous Year 6.25 Hectares) of land which was earlier declared as Private Forest land under the provisions of the Maharashtra Private Forest (Acquisition) Act 1975, has been mutated in the name of Dhunseri Petrochem & Tea Ltd (being the transferor company in the Scheme of Arrangement executed in the FY 2014-15) during the year. Pending completion of relevant formalities the same is yet to be transferred in the name of the Company.

5. Miscellaneous expenses (Refer Note 29) include a donation of Rs 25 lakh (Previous Year Rs Nil) for a political purpose to All India Trinamool Congress and Rs Nil (Previous Year Rs 20 lakhs) to Assam Pradesh Congress Committee.

6. Disclosures relating to Specified Bank Notes* (SBNs) held and transacted during the period from 8th November 2016 to 30th December 2016

7. Pending completion of relevant formalities certain assets and liabilities acquired pursuant to the Scheme of Arrangement remain included in the books of the Company under the name of the transferor Company.

8. Previous period''s figures have been regrouped and rearranged wherever necessary.

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Mar 31, 2016

(b) The Company has one class of equity share having a par value of Rs. 10/- each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case of interim dividend. In the event of liquidation the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(d) During the year 2014-15, 7,004,951 Equity Shares of Rs. 10/-each were issued as fully paid up, issued pursuant to the Scheme of Arrangement without payment being received in cash.

Nature of Security

Loans repayable on demand from Banks are secured by a first hypothecation charge on the current assets of the Company, viz. stock of raw materials, stock-in-process, semi finished and finished goods, stores and spares not relating to plant and machinery, bills receivable, book debts and all other movables, both present and future, wherever situated. Secured by a first hypothecation charge on the movable fixed assets of the Company and equitable mortgage over the immovable properties by deposit of title deeds of tea estates.

a) All the 10 tea estates of Dhunseri Tea & Industries Limited (erstwhile Dhunseri Services Ltd.) have been transferred from Dhunseri Petrochem Ltd (formerly Dhunseri Petrochem & Tea Ltd), pursuant to a Scheme of Arrangement with effect from 1st April,2014(Refer Note No 41) and the grants/title deeds in respect thereof are yet to be transferred in the name of the Company. On the date of such transfer the title deeds/NLR grants, were still held in the name of the original owners. The details of which are in note (i) to (ii) below:-

i) Freehold Land represents two tea estates located at Assam, acquired through partnership with an HUF/ pursuant to a Scheme of Amalgamation.

ii) Leasehold Land excluding Estate Development of Rs. 10106.00 lakhs, represents eight tea estates, located at Assam, which were acquired pursuant to a Scheme of Amalgamation

iii) Building, includes [Gross Block and Net Block amounting to Rs. 206.18 lakhs (Previous Year 206.18 Lakhs) and Rs. 167.23 lakhs (Previous Year Rs. 170.48 Lakhs) respectively], two properties located at Kolkata for which, the conveyance deeds are yet to be executed and two properties (one located at Kolkata and one at Mumbai), which were acquired, pursuant to the Scheme of Arrangement referred to in Note (a) above, for which title deeds are yet to be transferred as at 31st March 2016.

(b) Gross Block and Accumulated Depreciation includes building on rented land amounting to ? 521.80 lakhs (Previous Year Rs. 521.80 lakhs) and Rs. 57.10 lakhs (Previous Year Rs. 48.83 lakhs) respectively.

(c) The Assam Government had acquired 84.54 hectares of Land under the Assam Fixation of Ceiling on Land Holdings Act, 1956. Pending the receipt of Land in exchange/finalization of compensation money from the authorities in respect of the above acquisition, the amount recognized in revaluation reserve in earlier year has been adjusted.

I. Gratuity (Funded)

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per the scheme, the Gratuity Trust Fund make payment to vested employees at retirement, death/disability, withdrawal of an amount based on the respective employee''s eligible salary for specified number of days depending upon the tenure of service subject to a maximum limit of Rs. 10 lakhs. Vesting occurs upon completion of five years of service. Liability with regard to the aforesaid gratuity plan is determined by actuarial valuation as set out in Note 1(g)(iii) above, based upon which the Company makes annual contributions for Gratuity to the Trust Fund.

(i) The estimate of future salary increase considered in actuarial valuation takes into account factors like inflation, seniority, promotion and other relevant factors. The expected return on plan assets is determined after taking into consideration composition of plan assets held, assessed risk, historical results on plan assets, the Company''s policy for plan asset management and other relevant factors.

(j) The Company provides for Superannuation benefit to certain employees wherein 15% of basic salary is funded with Life Insurance Corporation of India. Contribution during the year to such Fund amounts to Rs. 7.30 lakhs (Previous Year 6.32 lakhs) and has been recognized as an expense and included in Note 27- Employee benefits expenses under the head “Contribution to provident and other funds” in the Statement of Profit and Loss.

(k) The Company contributes 12% of the basic salary of Head Office employees towards Pension/Provident Fund Scheme to the Regional Provident Fund Commissioner West Bengal and 12% of the basic salary of garden staff/workers to Assam Tea Plantation Provident Fund account. Contribution during the year to such Funds amount to Rs. 425.95 lakhs (Previous Year Rs. 330.47 lakhs) and has been recognized as an expense and included in Note 27- Employee benefits expenses under the head “Contribution to provident and other funds” in the Statement of Profit and Loss.

Note : 1 [SEGMENT REPORTING

The Company is engaged in the integrated process of growing, harvesting and sale of loose and packet tea and operates in the domestic market. During the year it had also ventured into marketing of packaged Atta, however the same does not meet the criteria of Reportable Segment as specified under AS-17 of Segment Reporting.

Note: 2 IDEPRECIATION

The Company has changed its estimate regarding the estimated useful lives of certain fixed assets based on technical evaluation from 15 years to 3 years effective 1st April 2015. Pursuant to the said revision in useful lives for the year ended 31.3.2016 the depreciation expense is higher and profit before tax is lower by Rs. 23 lakhs.

Note : 38[DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURES

Foreign Currency Exposure that are not hedged by a derivative instrument or otherwise -Loan Taken Rs. 1,326.66 lakhs (Previous Year Rs. 1267.97 lakhs)

Loan Given Rs. 191.77 lakhs (Previous Year Rs. 619.10 lakhs)

Interest Receivable Rs. 25 lakhs (Previous Year Rs. 40.06 lakhs)

Interest Payable Rs. 3.26 lakhs (Previous Year Rs.Nil)

Note : 4 LEASE OBLIGATION

Operating Lease

The Company has taken various office premises, factory premises and residential accommodation for employees under operating cancellable lease arrangements having tenures ranging between 5 and 9 years. There is no specific obligation for renewal of these agreements. Lease rent for the period amounts to Rs. 123.20 lakhs (Previous Year Rs. 133.45 lakhs) debited to the Statement of Profit and Loss.

Note: 5 [REVALUATION

Freehold Land and Leasehold Land & Estate Development located at the ten tea estates of the Company were revalued on April 1, 2014 by Ernst & Young LLP, independent valuer on the bases as set out below:

Freehold Land - Market Method

Leasehold Land & Estate Development (or Tea Plantation) - Combination of Market Method and Depreciated Replacement Cost Method.

The resultant increase in Net Book Value by Rs. 28837.99 lakhs, had been credited to the Revaluation Reserve included under Reserves and Surplus (Note 3).

Note : 6 SCHEME OF ARRANGEMENT

Pursuant to the Scheme of Arrangement (the Scheme), duly sanctioned by the Hon''ble High Court at Calcutta at the hearing held on 7th August, 2014, the Tea Division of Dhunseri Petrochem & Tea Limited (DPTL) engaged in the business of cultivation, production and marketing of tea, together with all its assets, liabilities etc. had been transferred as a going concern by way of demerger to the Company, with effect from the appointed date i.e. 1st April, 2014. Upon filing of the certified copy of the Court Order with the Registrar of Companies on 1st September 2014, the Scheme has become operative on and from the said date.

Accordingly the assets and liabilities of the Tea Division as recorded in the books of account of DPTL as on 1st April, 2014 with changes in values consequent to revaluation, as it was appearing in the books of DPTL, being ignored, amounting to Rs. 20,614.87 lakhs and Rs. 6,661.15 lakhs respectively have been recognized in the books of the Company.

As per the Scheme the Company in consideration of the demerger and transfer of the Tea Division from DPTL issued and allotted to the members of DPTL one equity share of Rs. 10 each in the Company, credited as fully paid up for every 5 equity shares of Rs. 10 each held by them in DPTL. Accordingly 7,004,951 equity shares were issued during the year ended 31st March 2015.

The difference between the assets and liabilities amounting to Rs.13,953.72 lakhs recorded above as reduced by the aggregate face value of shares amounting to Rs. 700.50 lakhs allotted by the Company was taken to General Reserve. (Refer Note 3)

Further in terms of the Scheme the Company''s 50,000 equity shares of Rs. 10 each fully paid up outstanding as at 1st April, 2014 were cancelled upon the issue of new equity shares to the shareholders of DPTL.

Note : 7

Freehold land included under Note 12, includes 6.25 Hectares (Previous Year 6.25 Hectares) of land declared as Private Forest under the provisions of the Maharashtra Private Forest (Acquisition) Act 1975, out of a total of 12.92 Hectares (Previous Year 12.92 Hectares)

Note : 8

Miscellaneous expenses (Refer Note 29) include a donation of Rs.20 lakh (Previous Year Nil) for a political purpose to Assam Pradesh Congress Committee.

Note : 9

Pending completion of relevant formalities certain assets and liabilities acquired pursuant to the Scheme of Arrangement remain included in the books of the Company under the name of the transferor Company.

Note : 10

Previous period''s figures have been regrouped and rearranged wherever necessary.

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Mar 31, 2015

(A) The Company has one class of equity share having a par value of Rs.10/- each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case of interim dividend. In the event of liquidation the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Nature of Security

i Term Loan from Banks amounting to H400 lakhs (Previous Year Nil) is secured by way of first pari-passu charge on certain Fixed Assets of the Company (including Capital work in progress & equitable mortgage on the tea estates) along with the working capital bankers and further by any other security as may be stipulated by the Bank.

Terms of Repayment

Repayable in 19 Quarterly installments commencing from second quarter of the year ended 31.03.2012.

Term Loans (Auto Loans) from bank and other parties amounting to H35.38 lakhs (Previous Year Nil) are secured by hypothecation of respective vehicles.

Equated Monthly Installments beginning from the month subsequent to taking of the Loans.

(c) Figures indicated in (a) to (b) above includes current maturities of respective borrowings which have been presented in Note 10.

Nature of Security

Loans repayable on demand from Banks are secured by a first hypothecation charge on the current assets of the Company, viz. stock of raw materials, stock-in-process, semi finished and finished goods, stores and spares not relating to plant and machinery, bills receivable, book debts and all other movables, both present and future, wherever situated. Secured by a first hypothecation charge on the movable fixed assets of the Company and equitable mortgage over the immovable properties by deposit of title deeds of tea estates.

(a) Based on the information available with the Company there are no amounts payable under Micro, Small and Medium Enterprise Development Act, 2006.

(a) There are no amounts due for payment to the Investor Education and Protection Fund under Section 205C of the Companies Act, 1956.

Note 2 EMPLOYEE BENEFIT OBLIGATIONS Gratuity (Funded)

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per the scheme, the Gratuity Trust Fund make payment to vested employees at retirement, death/disability, withdrawal of an amount based on the respective employee's eligible salary for specified number of days depending upon the tenure of service subject to a maximum limit of H10 lakhs. Vesting occurs upon completion of five years of service. Liability with regard to the aforesaid gratuity plan is determined by actuarial valuation as set out in Note 1(g)(ii) above, based upon which the Company makes annual contributions for Gratuity to the Trust Fund.

(i) The estimate of future salary increase considered in actuarial valuation takes into account factors like inflation, seniority, promotion and other relevant factors. The expected return on plan assets is determined after taking into consideration composition of plan assets held, assessed risk,historical results on plan assets, the Company's policy for plan asset management and other relevant factors.

(j) Contribution for Defined Contribution Plan comprising H6.32 lakhs (Previous Year Nil) on account of the Company's contribution to Superannuation Fund and H318.40 lakhs (Previous Year Nil) on account of the Company's contribution to Provident funds has been recognised as an expense and included in Note 27 - Employee benefits expenses under the head "Contribution to provident and other funds" in the Statement of Profit and Loss.

Note 3 DISCLOSURE OF RELATED PARTIES AND RELATED PARTY TRANSACTIONS IN KEEPING WITH ACCOUNTING STANDARD 18

Names of related parties and description of relationship:

Where control exists

(A) Subsidiary Company:

(1) Dhunseri Petrochem & Tea Pte Ltd.

(B) Subsidiaries of Dhunseri Petrochem & Tea Pte Ltd.

(2) Makandi Tea & Coffee Estates Ltd.

(3) Kawalazi Estate Company Ltd.

Others

(C) Group Companies (i.e. Companies in which Key Management Personnel is able to exercise significant influence):

(4) Naga Dhunseri Group Limited

(5) Trimplex Investments Limited

(6) Mint Investments Limited

(7) Dhunseri Investments Limited

(8) Dhunseri Petrochem Limited

(D) Key Management Personnel

(9) Mr. C.K.Dhanuka

(E) Relative of Key Management Personnel

(10) Mr Mrigank Dhanuka

Note 4 SEGMENT REPORTING

The Company is engaged in the integrated process of growing, harvesting and sale of tea and operates in the domestic market. Accordingly the Company is a single segment in accordance with Accounting Standard.

Note 5 DEPRECIATION

Depreciation for the year amounting to Rs.612.36 lakhs (Previous Year Nil) includes a one time charge of Rs.85.76 lakhs (Previous Year Nil) on account of Net Depreciable value of assets whose useful remaining lives were Nil as on 1st April, 2014 consequent to the decision of the Company to adopt the useful lives specified in Schedule II to the Companies Act, 2013 with effect from that date.

Note 6 DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURES

Foreign Currency Exposure that are not hedged by a derivative instrument or otherwise - Loan Taken Rs.1,267.97 lakhs (Previous Year Nil)

Loan Given Rs.619.10 lakhs (Previous Year Nil)

Interest Receivable Rs.40.06 lakhs (Previous Year Nil)

Note 7 LEASE OBLIGATION Operating Lease

The Company has taken various office premises, factory premises and residential accommodation for employees under operating cancellable lease arrangements having tenures ranging between 5 and 9 years. There is no specific obligation for renewal of these agreements. Lease rent for the period amounts to Rs.133.45 lacs (Previous Year Nil) debited to the Statement of Profit and Loss.

Note 8 REVALUATION

Freehold Land and Leasehold Land & Estate Development located at the ten tea estates of the Company have been revalued on April 1, 2014 by Ernst & Young LLP, independent valuer on the bases as set out below:

Freehold Land-Market Method

Leasehold Land & Estate Development (Tea Plantation) - Combination of Market Method and Depreciated Replacement Cost Method. The resultant increase in Net Book Value by H28837.99 lakhs, has been credited to the Revaluation Reserve included under Reserves ans Surplus (Note 3).

Note 9 SCHEME OF ARRANGEMENT

Pursuant to the Scheme of Arrangement (the Scheme), duly sanctioned by the Hon'ble High Court at Calcutta at the hearing held on 7th August, 2014, the Tea Division of Dhunseri Petrochem & Tea Limited (DPTL) engaged in the business of cultivation, production and marketing of tea, together with all its assets, liabilities etc. has been transferred as a going concern by way of demerger to the Company, with effect from the appointed date i.e. 1st April, 2014. Upon filing of the certified copy of the Court Order with the Registrar of Companies on 1st September 2014, the Scheme has become operative on and from the said date.

Accordingly the assets and liabilities of the Tea Division as recorded in the books of account of DPTL as on 1st April, 2014 with changes in values consequent to revaluation, as it was appearing in the books of DPTL, being ignored, amounting to Rs.20,614.87 lakhs and Rs.6,661.15 lakhs respectively have been recognized in the books of the Company.

As per the Scheme the Company in consideration of the demerger and transfer of the Tea Division from DPTL issued and allotted to the members of DPTL one equity share of Rs.10 each in the Company, credited as fully paid up for every 5 equity shares of H10 each held by them in DPTL. Accordingly 7,004,951 equity shares have been issued during the year.

The difference between the assets and liabilities amounting to Rs.13,953.72 lakhs recorded above as reduced by the aggregate face value of shares amounting to Rs.700.50 lakhs allotted by the Company was taken to General Reserve. (Refer Note 3)

Further in terms of the Scheme the Company's 50,000 equity shares of H10 each fully paid up outstanding as at 1st April, 2014 were cancelled upon the issue of new equity shares to the shareholders of DPTL.

Note 10

Pending completion of relevant formalities, certain assets and liabilities acquired pursuant to the Scheme of Arrangement as referred to in Note 41, remain included in the books of the Company under the name of the Transferor Company

Note 11

Freehold Land included under Note 13 includes 6.25 Hectares of land declared as Private Forest under the provisions of the Maharashtra Private Forest (Acquisition) Act, 1975,out of a total of 12.92 Hectares (Previous Year Nil)

Note 12

Previous Year figures have been regrouped and rearranged wherever necessary.

1 The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard - 3 on Cash Flow Statements issued by The Institute of Chartered Accountants of India.

2 The Notes referred to above form an integral part of the Cash Flow Statement.

3 Previous year's figures have been regrouped/rearranged wherever necessary.