Harrisons Malayalam Ltd

To

The Members of

Your Directors have pleasure in presenting the Forty-Eighth Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2025.

In order to augment the operations and to enhance our infrastructure and operational capabilities, the Board of Directors decided not to declare any dividend and regret the inability to pay dividend.

During the year under review the Company has not transferred any amount to the General reserve.

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended 31st March, 2025 and the date of this Board's Report.

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

During the year under review, the Company has recorded revenue of Rs.513.91 crores from its operations as compared to Rs.488.12 crores for the previous year. The total revenue, including other income for the FY 2024-25 was Rs.525.73 crores as compared to Rs.496.86 crores for the previous year. The profit made by the Company for the FY 2024- 25 was Rs.10.26 Crores as against a loss of Rs.12.27 Crores for the previous year.

The Tea harvested from own gardens during FY 2024-25 is at 9824 MT (12,421 MT in the FY 2023-24). Bought leaf operations in tea for FY 2024-25 is at 2095 MT (3388 MT in FY 2023-24). For the year ended March 31, 2025, the average price realized per kg of tea was Rs.168.55 as against Rs.140.10 realized during the Previous Year.

The Rubber harvested from own gardens stood at 4800 MT during FY 2024-25 and is lower than 5293 MT achieved during FY 2023-24. Bought operations in Rubber for the FY 2024-25 is at 3062 MT which is lower than the 4578 MT of FY 202324. For the year ended March 31, 2025, the average price realized per kg of rubber was Rs 216.19 as against Rs 179.47 realized during the previous year. 140 hectares in Kumbazha Rubber Estate encroached by trespassers, continue to remain untapped.

The paid up Equity Share Capital of the Company as on March 31, 2025 was Rs.1845.43 Lakhs. There was no change in the share capital during the year under review. The equity shares of the Company are listed in the BSE Limited and the National Stock Exchange of India Limited. The Company has not issued any securities during the year under review.

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and accordingly, the question of default in repayment of deposits or payment of interest thereon does not arise. As on March 31, 2025, there were no deposits lying unpaid or unclaimed.

The Company has not given any loans, guarantees, investments and security as per the provisions of Section 186 of the Companies Act, 2013 during the Financial Year ended March 31, 2025.

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is annexed to this Report (Annexure A).

Management Discussion and Analysis in terms of Regulation 34 of SEBI (Listing Agreement and Disclosure Requirements) Regulations 2015 forms a part of this Report and is annexed as Annexure ‘B' to this Report. Key Financial Ratios for the financial year ended March 31, 2025 are provided in the Management Discussion and Analysis Report given in ‘Annexure-B' which is annexed hereto and forms a part of the Directors' Report.

A separate Report on Corporate Governance (Annexure C) along with Additional Shareholder Information (Annexure D) as Prescribed under the Listing Regulations executed with the Stock Exchanges is annexed as a part of this Report along with the Practicing Company Secretary's Certificate.

As at March 31,2025 the Company has one wholly owned subsidiary company, Malayalam Plantations Limited and have been considered in the consolidation of financial statements. As per sub section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements and performance of the Company's subsidiary for the year ended March 31, 2025, is included as per the prescribed format in this Annual Report. The Annual Accounts of subsidiary is uploaded on the website of the Company at www.harrisonsmalayalam. com. The Annual Accounts of the subsidiary namely Malayalam Plantations Limited and the other related detailed information will be made available to any Member of the Company seeking such information at any point of time and is also posted on the website of company www.harrisonsmalayalam.com. The consolidated performance of the Company and its subsidiary has been referred to wherever required and salient features of subsidiary is annexed as annexure to the Annual Report in Form AOC- 1. The names of Enchanting Plantations Limited (EPL) and Harmony Plantations Limited (HPL) wholly owned subsidiaries have been struck off under section 248 of the Companies Act 2013 and hence only, Malayalam Plantations Limited have been considered in the consolidation of financial statements.

In accordance with Section 129(3) of the companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 entered into with the stock exchanges, the consolidated financial statements of the Company including the financial details of all the subsidiary company namely Malayalam Plantations Limited, forms part of this Annual Report. The Consolidated Financial Statements have been prepared as prescribed under the Companies Act, 2013.

As on March 31, 2025, Mr Santosh Kumar, Mr. Cherian M George, Whole Time Directors, Mr. Sajish George, CFO and Mr.Binu Thomas Company Secretary cum Compliance Officer are the Key Managerial Personnel of the Company

Mr. Venkitraman Anand was reappointed as a Whole Time Director based on recommendation of Nomination and Remuneration Committee by the Board at it's meeting held on May 26, 2023 for the period commencing from August 1,2023 to July31,2024. His term as Whole-time Director completed on July 31,2024 and accordingly, he ceased to be a Director with effect from the said date. Your Directors wish to place on record their appreciation for the invaluable services rendered by him during his tenure as Whole-time Director of the Company.

The Board of Directors at its meeting held on August 1, 2024 have appointed Mr. Santosh Kumar as a Whole Time Director based on recommendation of Nomination and Remuneration Committee for a period commencing from August 1, 2024 to July 31, 2027 and his appointment was approved by the members at the annual general meeting held on September 25, 2024.

Based on recommendation of Nomination and Remuneration Committee the Board of Directors at its meeting held on August 1, 2024 had re-appointed Mr. Cherian M George, whose tenure expires on February 12, 2025, as Whole-time Director for a further period commencing from February 13, 2025 to February 12, 2027 and his re-appointment was approved by the members at the annual general meeting held on September 25, 2024.

Pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kaushik Roy (DIN:- 06513489), retires by rotation and being eligible, he has offered himself for re-appointment at the ensuing Annual General Meeting. Necessary resolution is set out in Item 2 of the Notice for the approval of the members of the Company. Your directors recommend his re-appointment.

The members, at the 44th Annual General Meeting held on September 29, 2021, had appointed Ms. Rusha Mitra as an Independent Director of the Company for a first term of five consecutive years, from February 11, 2021 to February 10, 2026 pursuant to the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). Her first term will conclude on February 10, 2026.

After reviewing the performance of Ms. Rusha Mitra for her first term and considering her knowledge, acumen, expertise, significant contributions, and dedicated time commitment, based on recommendation of Nomination and Remuneration Committee the Board at its meeting held on August 08,2025 appointed her for a second term for a second term of five (5) consecutive years commencing from February 11, 2026 to February 10, 2031 subject to approval of shareholders at the ensuing Annual General Meeting. Necessary resolution is set out in Item 3 of the Notice for the approval of the members of the Company. Your directors recommend her re-appointment.

The brief profile and other details of Directors proposed to be appointed/reappointed is annexed as Annexure to the Notice of AGM. Further, the Board of Directors, at their meeting held on August 08, 2025, has elected and appointed Ms Rush Mitra as Chairperson of the Company with effect from August 08, 2025 till October 1, 2025.

During the year under review 7 meetings of the Board of Directors were held. The company has complied with all the applicable Secretarial Standards. More details about the meetings of the Board and the composition of various committee(s) of the Board are given in the Report on Corporate Governance, forming part of this Report.

In the opinion of the Board, Mr. P Rajagopalan (DIN:02817068), Ms Rusha Mitra (DIN:08402204), Mr. Vinayaraghavan Corattiyil (DIN:- 01053367) and Mr. Noshir Naval Framjee (DIN: : 01646640), are persons of integrity and have the relevant expertise and experience as required under the Nomination and Remuneration Policy of the Company. Such expertise and experience (including proficiency) help in making informed decisions and guides the Board for the effective functioning of the Company.

The Independent Directors have submitted their declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI listing Regulation stating that they continue to meet the criteria of independence as provided in sub-section (6) of Section 149 including Rule 6 (3) of Companies Appointment of Directors and Qualification) Rules 2014 of the Companies act 2013 and Regulation 16 of the Listing Regulations. Further, Independent Directors of the Company have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Board has carried out an annual evaluation of its own performance, the directors and also committees of the Board based on the guidelines formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. Further, the Independent Directors of the Company met once during the year to review the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole. In the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

The Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is annexed as Annexure E to this report.

None of the Whole-Time Directors receive any remuneration or commission from any of its subsidiaries.

Non-Executive/Independent Directors.

The criteria of making payments to non-executive directors can be accessed on the website of the Company at http://www. harrisonsmalayalam.com.

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, members of the Company in its 45th Annual General Meeting appointed M/s Walker Chandiok & Co LLP! Kochi, Chartered Accountants, (Firm's Registration No. 001076N/ N500013) as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the 45th Annual General Meeting (AGM) until the conclusion of the 50th Annual General Meeting to be held in the year 2027, at a remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company. The Report given by M/s. Walker Chandiok & Co LLP, Kochi, Chartered Accountants, on the financial statement of the Company for the Fy 2024-25 is part of the Annual Report. The Auditor's Report annexed to the financial statements for the year under review does not contain any qualifications, reservations, or disclaimers. However, in respect of the observations made by the Statutory Auditors in their CARO Report under Clauses i(c), ii(b), and vii(a) & (b), the Board of Directors wishes to state that the requisite explanations and disclosures have been appropriately provided in Note Nos. 3, 14, 18 and 33 of the financial statements. With regard to the requirement relating to audit trail, the necessary explanation is furnished in Note No. 47 of the financial statements. During the year under review, the Auditors had not reported any matter under Section143 (12) of the Act to be disclosed under Section 134 (3) (ca) of the Act. , therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

As prescribed under Section 138 of the Companies Act, 2013, the Board appointed M/s Suri & Co., Chartered Accountants for carrying out internal audit of the Company for FY 2024-25. The internal audit was completed as per the scope defined by the Audit Committee from time to time.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Board of Directors, on the recommendation of the Audit Committee have appointed M/s. Shome & Banerjee, Cost Accountants, (Firm registration No.000001) as cost auditor of the company to conduct audit of the cost records for the FY 2025-26. The remuneration payable to the Cost Auditor is subject to ratification of members at the ensuing AGM and the same is included in 48th AGM Notice. The Company has made and maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Further, the Cost Audit Report for the financial year ended 31st March 2025 will be submitted with the Central Government in the prescribed form and manner within the due date stipulated under the Act.

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. SEP & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2024-25. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure ‘F'. The Secretarial Audit Report annexed to the directors report for the year under review does not contain any qualifications, reservations, adverse remarks. The Secretarial Auditor has observed that certain intimations were submitted to the stock exchanges with a delay. The Directors have responded that necessary actions have been implemented to prevent any such delays in the future. During the year under review, the Auditors had not reported any matter under Section143 (12) of the Act be disclosed under Section 134 (3) (ca) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

In accordance with amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors, based on the recommendation of the Audit Committee, at their meeting held on August 08, 2025 have appointed M/s. SEP & Associates, Practising Company Secretaries, Kochi, who are holding a valid Peer Review Certificate issued by The Institute of Company Secretaries of India, as the Secretarial Auditors of the Company to hold such office for a term of five consecutive years commencing from financial year 2025-2026 until 2029-2030 subject to the approval of the members at the ensuing Annual General Meeting ("AGM"). Necessary resolution for their appointment along with their profile/ other requisite details are included in the Notice of the ensuing Annual General Meeting for the approval of the members of the Company. The Board of Directors recommends their appointment.

M/s. SEP & Associates has given their consent and confirmed their eligibility for appointment as Secretarial Auditors of the Company. Further, the Secretarial Auditors has confirmed that they hold a valid Peer Review Certificate issued by the Institute of Company Secretaries of India.

There are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

During the year under review, Harrisons Malayalam Ltd. received significant recognition in several prestigious rankings and awards:

Great Place to Work Recognition: Harrisons Malayalam Ltd. was ranked 21st in India's Best Companies to Work For 2025 by the Great Place to Work Institute, in collaboration with The Economic Times. The company was also recognized among the Best Workplaces in the Agri Industry, underscoring its commitment to employee well-being.

Innovation Award: In 2025, the company was named among India's Top 50 Best Workplaces for Innovation, reflecting its efforts to foster a culture of creativity and progress.

Industrial Excellence: Harrisons Malayalam Ltd.'s Achoor Factory was honored with the Kerala State Industrial Award 2024- 25, marking the third consecutive year that the Achoor Estate has received this distinction. The Company also received a Certificate of Recognition for Outstanding Employee Relations 2023-24 from the Employers Federation of Southern India. In addition, Harrisons Malayalam Ltd. won the prestigious Golden Leaf India Award (TGLIA) for its Lockhart Tea Factory at the Southern Tea Competition-an award jointly organized by the Tea Board of India and the United Planters' Association of Southern India (UPASI), recognizing the finest quality South Indian teas.

These accolades collectively reaffirm Harrisons Malayalam Ltd.'s dedication to nurturing a positive workplace culture and sustaining excellence across its operations.

In terms of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:

(i) In the preparation of annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed, along with proper explanation relating to material departures if any;

(ii) we have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit for the period from April 1,2024 to March 31,2025

(iii) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) we have prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis;

(v) we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Plantation is highly labour intensive and your Company considers people as its biggest assets. The welfare and well-being of workers are monitored closely. Industrial relations remained cordial throughout the year.

Notes on Internal financial control and its adequacy forms part of Management Discussion and Analysis Report. The Directors also confirm that the Internal Financial Control systems are adequate with respect to the operations of the Company. The report of Auditors pursuant to Section 143(3) (i) of the Act certifying the adequacy of Internal Financial Control is annexed with the Auditors Report.

Extract of annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2025 is available on the website of the Company at www.harrisonsmalayalam.com

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

The Company has not issued shares (including sweat equity shares) to employees under any scheme.

There was no revision in the financial statements.

During the year under review, no cases have been registered with NCLT under the provisions of Insolvency and Bankruptcy Code, 2016, either by the Company or against the Company are no applications filed for corporate insolvency resolution process, or any proceedings, pending under the Insolvency and Bankruptcy Code, 2016 as at the end of financial year March 31,2025.

There was no instance of one-time settlement with any Bank or Financial Institution.

There were no instances of corporate actions like buy back of securities, payment of dividend declared, mergers and demergers, delisting etc.

The Company is in compliance with the provisions relating to the Maternity Benefit Act 1961.

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges, the Company has established a Whistle Blower Policy(Vigil Mechanism) to deal with instances of fraud and mismanagement if any. No personnel have been denied access to the Chairman of the Audit Committee, for making complaint on any Integrity issue. The policy has been uploaded on the Company's website at https://harrisonsmalayalam.com/investors/corporate-governance/code-policies/ under investors tab.

In accordance with Section 135 of the Act and the rules made thereunder, the Company has formulated a CorporateSocial Responsibility Policy. However the company does not have any three year average profit and hence not required to incur any expenditure on Corporate Social Responsibility under the provisions of the Act. The members of the Committee are Mr. Noshir Naval Framjee, Mr. P Rajagopalan and Mr. C Vinayaraghavan. The details of CSR Committee is detailed in Corporate Governance Report. The CSR Policy can be accessed at the website of the Company at link https://harrisonsmalayalam. com/investors/corporate-governance/code-policies/malayalam. com under investors tab. The details of activities benefiting employees and general public in the vicinity of estates is annexed to this report as ‘G'

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 covering all employees of the Company. Internal complaints committee set up for the purpose have received one complaint for redressal during the year and there are no complaints which were required to be disposed off or pending as at the end of the financial year. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of complaints is detailed in corporate governance report.

Currently, the Board has five committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and the Risk Management Committee. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report annexed to this ReportThere have been no situations where the Board has not accepted any recommendation of the Audit Committee.

The Institute of Company Secretaries of India has mandated compliance with the Secretarial Standards on board meetings and general meetings, as revised w.e.f. October 1, 2017. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.

Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act 2013 and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. The Policy on Related Party Transactions duly approved by the Board of Directors of the Company is posted on the Company's website and may be accessed at the link: https://harrisonsmalavalam.com/investors/corporate-governance/ code-policies/ under investors tab.

In terms of provisions of section 197(12) and rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the names of the top ten employees in terms of remuneration drawn formspart of this report. Pursuant to the second proviso to section 136(1) of the Act, the Annual Report excluding the said information is being sent to the members of the company. Any member interested in obtaining such information may send an email to binuthomas@harrisonsmalayalam.com.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is marked as ‘Annexure H', which is annexed hereto and forms a part of the Board's Report.

Under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the requirement for the Business Responsibility Report (BRR) as part of the Directors' Report is not applicable to the company. Therefore, the company is not obligated to provide disclosure related to the Business Responsibility Report.

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to theCompany by its customers, vendors, bankers, Government authorities and employees.

Your Directors are also grateful for your continued encouragement and support.