TO THE MEMBERS

The Directors are pleased to present the Thirty Fifth Annual Report together with the Company's Audited Accounts for the Financial Year ended 31" March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of the Company for the year ended on 3 Is* March, 2025 is summarized below:-

FINANCIAL SUMMARY

2. STATE OF COMPANY'S AFFAIRS

Rains and better tea growing conditions during the later part of the year helped recover most of the major loss in crop during the quality period early in the season. Norben's established repute of having amongst the highest levels of compliance of Food Safety requirements and maximum residual level limit, gives the Company an excellent opportunity' to enhance value. Due to mandatory early closure of plucking, production remained 2 % lower than last year whereas prices went up by 23% against previous year resulting in a positive profit before depreciation and tax.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Business of the Company during the reported financial year.

4. DIVIDEND

The Board has not recommended any dividend for the financial year 2024-25 in view of retaining cash for your Company's growth prospects.

5. TRANSFER TO RESERVE

No amount was transferred to general reserve during the financial year ended 31stMarch, 2025.

6. MATERIAL CHANGES COMMITTMENTS

There are no material changes or commitments affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

7. SHARE CAPITAL

During the year under review based on the approval of the members of the Company at their meeting held on 30lh December, 2024. and the in-principle approvals granted by BSE Ltd. and National Stock Exchange oi India Ltd., dated 27Ih January'. 2025 and 24th January, 2025, respectively, the Company had issued and allotted 37,94,100 (Thirty-seven lakhs ninety-four thousand one hundred) warrants, each convertible into one equity share of the Company on 3131 January, 2025.

On 27lli March, 2025, the Company issued and allotted 12,18,100 (Twelve lakhs eighteen thousand one hundred) equity shares of ?I0/- each, fully paid up, upon exercise of the rights attached to the said warrants. As a result, the paid-up equity share capital of the Company increased from ?11,75,00,000 (comprising 1.17,50,000 equity shares of ?!0/- each fully paid up) to ?I2,96,81,000 (comprising 1,29,68,100 equity shares of ?10/- each fully paid up).

8. INTERNAL CONTROL SYSTEM

Your Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed keeping in view the nature of activities, location and various business operations.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Being a listed entity, the financial statements are passing through the Audit Committee and (he processes of Internal and External (Tax and Statutory) Audits, before being approved at the meeting of the Board of Directors of the Company. The financial statements are regularly updated on the Company's website and available to all stakeholders.

10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

As on 3 Is1 March, 2025, your company has no subsidiaries, joint ventures or associate Companies.

11. PUBLIC DEPOSITS

Your Company has not accepted/renewed any deposits covered under Chapter V of the Companies Act 2013.

12. AUDITOR AND AUDITORS REPORT

M/s P.D. Rungta & Co., Chartered Accountants (ICAI Firm Registration No. 001150C) was appointed as Statutory Auditors of the Company for the Financial Year 2023-24 w.e.f. 25dl September, 2023 to hold office till the conclusion ot 34th (Thirty Fourth) Annual General Meeting for Financial Year ended 31? March, 2024. The tenure of M/s P,D. Rungta & Co., as Statutory Auditor of Norben Tea & Exports Ltd. ("The Company") has expired with the conclusion of 34* Annual General Meeting for the Financial Year ended 3111 March, 2024.

M/s. A. O. MITTAL & ASSOCIATES. Chartered Accountants, Firm Registration No.014640C was appointed as Statutory' Auditors of the Company to hold office from the conclusion of Annua! General Meeting held for Financial Year 2023-24 till the conclusion of the Annual General Meeting for the Financial Year 2028-29.

The report by the Auditors is self-explanatory and has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013. and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed CS Ajay Kumar Agarwal, Proprietor of Agarwal A & Associates, Company Secretaries, Practicing Company Secretary as its secretarial auditor to undertake Secretarial Audit for the FY 2024-25. The Secretarial Audit Report in the specified form MR-3 is annexed herewith as Atincxure A in the Annexure forming part of this Report.

The Secretarial Audit Report has following observations:

(i) The Securities and Exchange Board of India (SEBI), vide its adjudication order no. Order/BS/KH/2024-25/30558 dated June 28, 2024, imposed a penalty of Rs. 1,00,000 (Rupees One Lakh only) on the Company for violation of Para 6(A) and 6(B) of SEBI Circular CIR/CFD/CMD1/114/2019 dated October 18, 2019, in the matter relating to the resignation of the Statutory Auditor. The Company has duly paid the penalty amount within the stipulated timeline.

(ii) BSE Ltd. and National Stock Exchange of India Ltd. (NSE), vide their letters dated December 13, 2024, imposed a fine of Rs. 5,900/- (Rupees Five Thousand Nine Hundred only) each on the Company for non-compliance with Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, due to a one-day delay in submission of the related party transactions for the half year ended September 30, 2024. The Company has duly paid the penalty amount within the stipulated timeline.

The Board wish to clarify that the Company's management had at all times to the best of their intentions and knowledge tried to comply with all the rules and regulations specified by various statutory authorities including SEBI and any lapse is only due to inadvertent error. The Company remains committed to ensure optimum compliances of all applicable laws and put in place stringent system and policy checks to avoid any such lapses in future

14. LISTING

The Equity Shares of the Company are listed at the BSE Ltd. and National Stock Exchange of India Limited (NSE).

15. REPORTING OF FRAUD BY AUDITORS

There were no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and'or the Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

16. CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section l34(3Xm) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules, 2014, is given as Annexure B in the Annexunr forming part of this Report.

17. EXTRACT OF THE ANNUAL RETURN

In terms of provisions of Section 92, 134(3), read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return has been uploaded on the Company's website at www.norbentea.com/pdfyextractoftheannualreturn March 2025.pdf

18. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

The level of operations of the Company is below the minimum threshold of Corporate Social Responsibility reporting.

19. DIRECTORS

At present your Board is duly constituted comprising of 7 (Seven) Directors, Mr. Manoj Kumar Daga (DIN: 00123386), Mr. Ashok Vardhan Bagree (DIN: 00421623), Ms. Korn a! Bhotika (DIN: 08845578), Mr, Balkrishan Agarwal (DIN: 08599472), Mr. Deepak Tiwari (DIN:08839075) and Ms. Tanusree Chatteijee (D1N:08837933), On 28,h May, 2025, Mrs. Rashmi Sharma (DIN: 11121866) joined as an Additional Director (Category': Non-Executive Independent) on the Board of the Company subject to approval of the members at the ensuing Annual General Meeting. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company. Mr. Balkrishan Agarwal, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment;

20. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Mr. Ranjan Kumar Jhalaria (DIN: 05353976) and Mrs. Swati Agarwal (DIN: 06804522) having successfully completed 2 terms of 5 years each of being associated with the Company in the capacity of Independent Directors of the Company were retired from the office of Independent Directors with effect from the conclusion of 34th Annual General Meeting for Financial Year ended 31st March, 2024 held on 9111 August, 2024. The Board placed on record its sincere appreciation for the contributions made by Mr. Ranjan Kumar Jhalaria and Mrs. Swati Agarwal, during their tenure on the Board of the Company.

Mr. Ashok Vardhan Bagree (DIN : 00421623) and Ms. Komal Bhotika (DIN : 08845578) were appointed as Non-Executive Independent Director of the Company for the first term of five years commencing from the conclusion of 34th Annual General Meeting for Financial Year ended 31st March, 2024 held on 9th August, 2024.

Mrs. Payal Surolia resigned from the post of Chief Financial Officer of the Company with effect from close of business hours on 14th December, 2024.

Ms. Muskan Bhimrajka appointed as Chief Financial Officer of the Company with effect from 13th February, 2025,

21. NO. OF MEETINGS OF THE BOARD

The Board of Directors haye met 7 (seven) times during the financial year on 29-05-2024,07-08-2024, 09- 08-2024, 12-11-2024, 26-11-2024, 04-12-2024 and 13-02-2025. The maximum time gap between any two meetings was less than 120 days as stipulated under SEBI's Listing Requirements, 2015.Details of meeting are given in the "Corporate Governance Report" of the Annual Report.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

A Separate meeting of the Independent Directors was held on 12-11-2024, Mr. Ashok Vardhan Bagree Independent Director presided the meeting. The Independent Directors at said meeting reviewed the perfonnance of the non-independent Directors.

Details of the separate meeting of the independent Directors held and attendance of Independent Directors therein are provided in the report on corporate governance forming part of this report.

23. DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director has, at the first meeting of the Board and also at the first meeting of the Board after his/her appointment, in the financial year 2024-2025, given a declaration as required u/s.149 of the Companies Act, 2013 that he/she meets the criteria of Independence.

24. NO. OF MEETINGS OF THE COMMITTEE OF BOARD

The details of the number of committee meetings of Board attended by each Directors during the financial year 2024-25 is annexed herewith as Annexurc C in the Annexure forming part of this Report.

25. AUDIT COMMITTEE AS REQUIRED U/S177(8) OF COMPANIES ACT, 2013

Further, during the year there was no recommendation of the Audit Committee which had not been accepted by the Board.

26. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior.

The Vigil Mechanism (Whistle Blower Policy) has been uploaded on the Company's website at

https ://www .norbentea.com/pdf/V i gil-mecha n ism-whist 1 e-blo wer-poliev. pdf

27. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION ETC.

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s. 178(3) of the Companies Act, 2013 is given as Annexure D in the Annexure forming part of this Report.

28. RELATED PARTY TRANSACTION

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee and the Board is hosted on the Company's website at https://www.norbentefl.com/pdf/policv-on-related-and-materiallv-related-partv transactions.pdf

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024- 25 (including any material modification thereof), were in the ordinary course of business and on an arm's length basis and were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained periodically for the transactions which were planned and/or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions.

The Shareholders approval was obtained under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations for material related party transaction. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are disclosed as Annexure E in the Annexure forming part of this Report.

29. DETAILS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

30. FORMAL ANNUAL EVALUATION OF BOARD

Formal annual evaluation by the Board of its own performance and that of its committees and individual directors had been done during the year in the manner stated in the Criteria for Performance Evaluation of the Directors of the Company as framed by the Nomination and Remuneration Committee of the Company is given as Annexure F in the Annexure forming part of this Report

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) INDUSTRY STRUCTURE & DEVELOPMENT. OPPORTUNITIES & THREATS AND OUTLOOK

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

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

The global tea production (excluding China) in calendar year 2024 shows decline as compared to previous year due to lower crop in India and Uganda. All India tea production decreased to 1285 million kgs from 1394 million kgs, primarily due to adverse climatic conditions and mandatory early closure of factory in North India.

Average tea prices at auction centers in North India witnessed an increase of around ? 41/Kg due to lower supply compare to previous year. Quality teas continue gaining prominence with thrust on further improving the quality in the current year.

During the current year till date, the inclement weather continues. However, with a forecast of normal monsoon, higher crop is expected compared to previous year. The demand for quality and clean tea is expected to remain good. With growing awareness in the domestic market on Food Safety requirements, Maximum Residue Level limits and increased monitoring by Food safety and Standards Authority of India (FSSAI) over the last year has resulted in significantly increased levels of competition for compliant teas.

Additionally, the very wide price concertina that has now developed between good quality teas and lower quality teas in the domestic market in India, over the last few years, presents a significant opportunity to enhance value.

Increasing extremes in weather patterns resulting from climate change present a substantial challenge to consistently maintain production of good quality teas through the season. Managing the weather has become the single most difficult aspect of running tea estates and the biggest hurdle to upgrading quality which is essential for NTEL to move up the value chain.

b) RISKS AND CONCERN

The plantation industry is largely dependent on the vagaries of nature with factors like rainfall, its distribution, tefnperature, relative humidity and light intensity having its impact on yield. Since timely information of weather plays a vital role for initiating steps towards application of fertilizers, chemicals and pesticides, steps are taken at the estate to get the weather information well in advance.

Global warming and increased incidence of pest and fungal attacks pose a significant threat to standing tea crops. Restrictions on use of effective Plant Protection Formulae necessitated from low import tolerances in most importing geographies, coupled with increasing demands on this front from certification programs which are necessary to effect sales both in the domestic and export markets has exacerbated the risk of crop losses under the present climatic conditions. Increased vigilance, early detection, and Integrated Pest Management practices are critical factors in mitigating this threat.

c) SEGMENT WISE OR PRODUCT WISP PERFORMANCE The Company is a Single Business Segment Company.

d) INTERNAL CONTROl. SYSTEMS & THEIR ADEQUACY

The Company has adequate internal control system commensurate with the size, scale and complexity of its operations which provides reasonable assurance with regard to safeguarding the Company's assets, promoting operational efficiency by cost control, preventing revenue leakages and ensuring adequate financial and accounting controls and compliance with various statutory provisions.

A qualified and independent Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them.

e) FINANCIAL & OPERATIONAL PERFORMANCE

The details of Financial Performance and Operational Performance have been provided in the Report of the Directors.

f) HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONS

The Company has built its workforce with a diverse background of individuals - essential for the kind of organization that it is. The company constantly endeavours to provide a platform where people have opportunities to actualize their maximum potential through work which helps to stretch their intellect. Continuous efforts are on for a work-culture which encourages innovation, transparency in communication, trust and amity.

g) CAUTIONARY STATEMENT

The statements made in the Management's Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may be "Forward Looking Statements" within the meaning of applicable Securities Laws & Regulations and are based on the currently held beliefs and assumptions of our management, which are expressed in good faith and in their opinion, reasonable. Actual results could differ from those expressed and implied since the Company's operations are influenced by many external and internal factors beyond the control of the Company. Several factors could make a significant difference to the Company's operations which includes climatic conditions, economic conditions affecting demand and supply, government regulations and taxation, natural calamities, raw material price changes, domestic supply and prices conditions, company's success in attracting and retaining Key Personnel, integration and restructuring activities, general business and economic conditions over which the Company does not have any direct control.

32. RISK MANAGEMENT POLICY

The Board of Directors of the Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, which in the opinion of the Board, may threaten the existence of the Company. The Board monitors and reviews periodically various aspects of Risk Management policy. At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.

33. PREVENTION OF SEXUAL HARASSMENT AT WORKSHOP

Your Company is committed to provide a work environment which ensures that every employee is treated with dignity, respect and equality. There is zero- tolerance towards sexual harassment which invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employee. The policy allows every employee to freely report any such act and prompt action will be taken thereon. The policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there were no cases of sexual harassment reported to the Company pursuant to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

35. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors confirm that:

i. Applicable accounting standards have been followed in the preparation of the Annual Accounts for the year ended 31s< March, 2025 with proper explanation relating to material departures, if any.

ii. Accounting policies have been selected and applied consistently and judgments and estimates have been made which are reasonable and prudent and have been applied so as to give a true and fair view of the state of affairs of the Company in respect of the financial year ended 31st March, 2025 and of the loss of the Company for that period.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. Annual Accounts for the year ended 31sl March, 2025 have been prepared on the basis of going concern concept.

v. The Directors have laid down the internal financial controls to be followed by the Company detailing the policies and procedures and these internal financial controls are adequate and are being operated effectively.

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

36. PARTICULARS OF DIRECTORS' REMUNERATION U/S.197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

//Director's sitting fees is not considered for the purpose of this calculation.

Tire Company has 57 employees as on 31stMarch, 2025.

Percentage increase in the median remuneration of employees in the financial year: Nil.

Average percentile increase in the salaries of employees compared with percentile increase / decrease in managerial remuneration is Nil.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

Wages of the Tea Garden employees are decided through a Tripartite Agreement between Workers Associations, State Government and Representatives of the Tea Industry'. Remuneration paid to other Employees is fixed. No variable remuneration is paid. Remuneration paid is as per the Remuneration Policy of the Company.

37. PARTICULARS OF EMPLOYEES

As on March 31, 2025 the Company did not have any employee in the category' specified in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014.

38. COMPLIANCE CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Certificate regarding compliance of conditions of corporate governance is given as Annexure G in the Annexure forming part of this report.

39. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

40. APPRECIATION

The Directors wish to place on record their appreciation for the support received from the Local Gram Panchayat, Government Departments, State Bank of India, Stakeholders and ail others.