Your directors' have pleasure in presenting the 103rd Annual Report on the performance of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL RESULTS:

Given below is a summary of the financial results:

Rs. in Lakhs

Indian Accounting Standards (Ind AS)

In the preparation of financial statements, the Company has followed the Indian Accounting Standards (Ind AS) and the financial results have been prepared in accordance with the recognition and measurements principles laid down in the said standards.

Dividend

Your directors have recommended a final dividend of Rs. 2.00 per share (20% of paid up value) which together with an interim dividend of Re. 1.00 per share (10% of paid up value) already paid, makes a total dividend of Rs. 3.00 per share (30% of paid up value) for the year ended 31st March, 2025 [previous year Rs.2.70 per share]. The proposed final dividend of Rs. 2.00 per share for the year totalling to Rs. 99.93 lakhs will be accounted in the financial year 2025-26 in accordance with Ind AS10 - 'Events after the reporting period'.

Transfer to Reserves

The Directors have proposed to transfer a sum of Rs. 1,500 lakhs to the General Reserve which will be accounted in the financial year 2025-26 in accordance with Ind AS 10 - 'Events after the reporting period'.

Operations

The total quantity of tea manufactured during the year under review was 30.43 lakhs kgs as against 32.35 lakhs kgs during the previous year. The rainfall during the year was 1750 mm

as against 1061 mm during the previous year. Sale of teas during the year under review was 34.25 lakhs kgs. (previous year 36.35 lakhs kgs) The average price realized for the year was, however, higher than the previous year. Profit before tax for the year was Rs. 2,130.13 lakhs as against Rs. 2,037.43 lakhs during the previous year.

Outlook

Timely summer showers in the current year have led to more production from April onwards. With enhanced production capacity, more production of primary grade tea in the factories, strict control on man-power usage and increase in mechanized harvesting in the field, the outlook for the current year is encouraging.

Share Capital

The paid-up capital of the Company as at 31st March 2025 remains unchanged.

Directors' Responsibility Statement

As required by sub-section 5 of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of Annual Accounts for the year ended 31st March, 2025, the applicable Indian Accounting Standards have been followed without any material departures;

b) such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively;

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

Directors and Key Managerial Personnel

Mr. Sankar Datta retired on 9th November, 2024 after completing 10 years as an independent director. The Board places on record its appreciation of Mr. Sankar Datta's involvement and valuable contribution for the growth of the Company during his tenure and his long period of association with the Company.

Ms. Sashikala Srikanth was appointed as an additional director by the Board of Directors on 31st December 2024. The shareholders have approved her appointment as a Non-Executive Independent Director at the Extraordinary General Meeting held on 30th January, 2025 for a period commencing from 31st December, 2024 until the conclusion of the 105th Annual General Meeting of the Company to be held in the year 2027.

Of the Directors liable to retire by rotation, Mr. R. Rajkumar will retire at the forthcoming Annual General Meeting. He is eligible for re-election and offers himself accordingly.

Mr. R. Vijayaraghavan, who has attained the age of 75 years, will be completing his first term of three years as an independent director at the ensuing 103rd Annual General Meeting. It is proposed to reappoint him for a second term of three years commencing from the conclusion of 103rd Annual General Meeting and ending with the conclusion of 106th Annual General Meeting.

The Board of Directors and the Nomination and Remuneration Committee are of the opinion that having regard to his credentials and vast experience in direct and indirect taxation, arbitration & conciliation, implementation and tax planning of acquisitions and mergers, restructuring, double taxation agreements and transfer pricing, Mr. Vijayaraghavan's reappointment as a Non-Executive Independent Director would be beneficial to the Company and will enable the Board to discharge its functions and duties effectively.

Accordingly, the Board recommends his re-appointment for a second term of three years to the members for their approval at the ensuing Annual General Meeting.

Mr.R.Rajkumar, Whole-time Director, Mr.S.Raghuraman, Chief Financial Officer, Mr.R.V.Sridharan, Company Secretary, and Mr. Shilajit Roy Choudhury, Vice President are the key managerial personnel of the Company.

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

Details pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure 1.

Particulars of Loan, Guarantees or Investments under Section 186

The Company has not given any loan or guarantee to any Body Corporate attracting the provisions of Section 186 of the Companies Act, 2013, during the financial year 2024-25

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangement with related parties referred to in Section 188 (1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Annexure 2 to this report.

Material changes and Commitments between 31^st March 2025 and date of this report

There are no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2025 and the date of this report.

Transfer to Investor Education and Protection Fund (IEPF)

I The Company has transferred during the year unclaimed dividends amounting to Rs. 4,36,279/- to the Investor Education and Protection Fund as required under law. There were no shares due to be transferred to the demat account of IEPF Authority during the year.

Annual Return

Pursuant to Section 92 (3) read with Section 134 (3) of the Companies Act, 2013, the draft Annual Return for the year ended 31st March, 2025 is available on the website of the Company at the weblink: https/www.unitednilgiri.com/investors. The final Annual Return shall be uploaded after the same is filed with the Ministry of Corporate Affairs.

Number of meetings of the Board

Five meetings of the Board were held during the year the details of which are furnished in the Report on Corporate Governance which forms part of this report.

Declaration by Independent Directors

The Company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under both the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on appointment and remuneration of Directors

The Company's policy on Directors' appointment and remuneration remains unchanged and can be accessed on the Company's website unitednilgiritea.com.

Committees of the Board

The Company has five Committees of the Board as mentioned below:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

A detailed note on the composition of the Board, its Committees and the meetings held during the financial year is provided in the Report on Corporate Governance.

Statutory Auditors

There are no qualifications, reservations or adverse remarks or disclaimers made by K.S.Aiyar & Co., Chartered Accountants, Statutory Auditors in their report. No details of any fraud has been reported by the Auditors.

K.S. Aiyar & Co., Chartered Accountants were reappointed as the Statutory Auditors of the Company by the shareholders at the 100th Annual General Meeting held on 9th August 2022 ) for a period of 5 years to hold office from the conclusion of the 100th Annual General Meeting till the conclusion of 105th Annual General Meeting.

Secretarial Audit Report

Secretarial Audit has been carried out by Shanmugam Rajendran & Associates LLP (formerly S R Srinivasan & Co LLP), Practicing Company Secretaries and their report is annexed herewith.

With regard to remarks made by the Secretarial Auditors in their report, your Directors' will ensure timely compliance of the Listing Regulations.

Appointment of Secretarial Auditors

In line with SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, it is proposed to appoint Shanmugam Rajendran & Associates LLP as Secretarial Auditors of the Company for a period of five consecutive years commencing from the financial year 2025-26. The said firm holds a valid Peer Review Certificate issued by the Institute of Company Secretaries of India and meets the criteria for appointment as prescribed under Regulations 24A of Listing Regulations.

The Board recommends their appointment as Secretarial Auditors of the Company for members' approval at the ensuing Annual General Meeting.

Risk Management

The Company has a robust risk management policy and system. The strategic risks are integrated with the business plan with mitigation measures and reviewed periodically. High impact operational and financial risks are reviewed by the management and discussed at the Board periodically. A Risk Management Committee is functional since 10th February 2025.

Corporate Social Responsibility

CSR Policy objectives and the annual report on CSR activities are given in Annexure 3. The Company's policy on Corporate Social Responsibility, composition of the CSR Committee and projects approved by the Board are available on the Company's website unitednilgiritea.com.

Besides supporting the public medical scheme administered by the Company in the area of rural development and tribal welfare, your Company has been associated with United Nilgiri Conservative Society (UNCS). UNCS since its establishment in 2013 has earned the trust and confidence of the residence of Kotagiri and Ooty through its efforts to achieve better standard of life through community development work.

Board Evaluation

) The details in this regard are furnished in the Report on Corporate Governance which forms part of this Report. The policy regarding performance evaluation of Board of Directors and its Committees and Independent Directors is available on the Company's website unitednilgiritea. com.

Report on Corporate Governance

A Report on Corporate Governance forms part of this report. The Auditor's certificate on Corporate Governance is enclosed as an Annexure.

Particulars of Employees

Particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 4.

A statement showing the remuneration of employees who were in receipt of remuneration as prescribed under Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and will be provided to any member on a written request to the Company Secretary.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given separately in Annexure 5, which forms part of this Report..

Financial Statements of Associate Companies

A statement containing salient features of the financial statements of Associate Companies pursuant to first proviso to sub-section (3) Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is appended as Annexure 6 to the report.

Environmental Protection

The Company has been certified by the Rain Forest Alliance in the area of environmental protection. To ensure sustainability and environmental protection, your Company undertakes planting of trees covering about 100 acres every year to ensure environmental protection and sustainable source of firewood for our factories.

Industrial Relations

Industrial relations have been cordial during the year.

Public Deposits

The Company has not accepted or renewed any public deposit during the year.

Vigil Mechanism

The Company has a vigil mechanism, details of which can be accessed at the Company's website unitednilgirtea.com. No complaints have been received during the year under review.

Sexual Harassment of Women at Workplace

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been constituted to redress the grievances of women at workplace. The Committee has not received any complaint received during the year under review.

Cost Records

The Company maintains cost records for its products in the books of account as per the requirement of Section 148 (1) of the Companies Act, 2013 read with Companies (Cost records and audit) Rules, 2014. No complaint has been received during the year under review.

Others

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

Acknowledgement

The Board of Directors acknowledges the support received from the promoters, shareholders, bankers, suppliers, customers and employees at all levels.