Andrew Yule & Company Ltd

Dear Shareholders,

Your Directors take pleasure in presenting the 77th Annual Report on the operations of the Company together with the Auditor's Report and Audited Financial Statements for the year ended 31st March, 2025:

1. FINANCIAL HIGHLIGHTS:

Key highlights of standalone and consolidated financial performance of the Company for the financial year ended 31st March, 2025 are summarized as under:

(Rs. in lakh)

The financial statements of the Company for the financial year ended 31st March, 2025 have been prepared in accordance with the Indian Accounting Standards (IND-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Standalone Financial Results:

• Net Sales had increased to Rs.308.95 crore in FY 2024-25 from Rs.305.28 crore as recorded in FY 2023-24.

• Total Income stood at Rs.375.27 crore in FY 2024-25 vis-a-vis Rs. 348.53 crore in FY 2023-24.

• Profit before tax stood at Rs (28.49) crore in FY 2024-25 vis-a-vis Rs.(73.18) crore in FY 2023-24 Consolidated Financial Results:

Your Company has recorded Net Sales of Rs. 308.95 crore during the financial year 2024-25 (Rs. 305.28 crore in 202324).

During the financial year 2024-25, Profit for the period stood at Rs.(2.84) crore [Rs.(47.47) crore in FY2023-24] and Total Comprehensive Income (TCI) stood at Rs.(0.38) crore [Rs.(45.28) crore in FY2023-24].

2. Operating highlights

AYCL is a multi-product, multi-unit, multi-location Company with 3 (three) operating divisions/units namely Electrical Division (Chennai), Engineering Division and Tea Division and 1 (one) service division viz. General Division.

2.1. Electrical Division (Chennai):

Product Range

• Generator Transformers upto 40 MVA, 132kV.

• Power & Distribution Transformers from 5MVA, 33 kV upto 63 MVA, 132/33 kV & 12.5 MVA, 220/11 kV.

Key Achievements in FY 2024-25

• Record In-House Production: Achieved the highest ever production of 755 MVA.

• Geographical Expansion: Secured the first-ever order from Uttar Pradesh worth Rs.50 crore, marking entry into a new regional market.

• Pan-India Client Base: Successfully transitioned from a single client/state model to a multi-client, pan-India presence with orders from Punjab, Uttar Pradesh, Andhra Pradesh, Odisha, and West Bengal.

• Highest Order Booking: Achieved a record order booking of Rs.153.85 crore.

• Product Testing Milestone: Completed dynamic short circuit test on 3 transformer ratings (10 MVA, 12.5 MVA, and 31.5 MVA) at CPRI. This type test report is valid for 5 years.

• Quality Assurance Advancement: Completed the NABL accreditation process for the testing lab; certification expected by August, 2025.

Financial Performance Summary

The unit achieved a turnover of Rs.90.62 crore in FY 2024-25, marking an increase from Rs.80.22 crore in FY 2023-24. Notably, profit before tax (PBT) rose to Rs.20.76 crore in FY 2024-25, which includes compensation of Rs.19.60 crore received from Chennai Metro Rail Limited. This reflects enhanced profitability.

2.2 Engineering Division:

Product Range

• 'YULE' Centrifugal Fan

• 'YULE' Air Pollution Control

• 'YULE' Water Pollution Control

• Refurbishment of Waste Gas Fan Impeller

Key Achievements in FY 2024-25

• Record Order Booking: Achieved the highest-ever order booking in a financial year, totalling Rs.64.33 crore.

• Infrastructure Development: Successfully commissioned a 2 Million Gallon per day Water Treatment Plant at South Eastern Railway, Kharagpur.

• New Business Entry: Forayed into the EV charging infrastructure segment through Public-Private Partnership (PPP) mode. The first EV charging hub is expected to be operational within the next six months.

• Modernization Drive: Installed a CNC cutting machine in Shed 6, enabling precise cutting of plates up to 100 mm thickness.

• Facility Upgrade: Replacement of the existing roof sheets of Shed 6 with new Galvalume sheets to enhance durability and weather resistance.

Financial Performance Summary

The unit achieved a turnover of Rs.61.39 crore in FY 2024-25, a marginal increase from Rs.61.14 crore in FY 2023-24. Profit before tax (PBT) declined to Rs.10.63 crore in FY 2024-25 from Rs.12.46 crore in the previous fiscal year. Despite the dip in profitability, the unit maintained overall operational efficiency and stable revenue generation.

2.3 Tea Division:

Product Range

The Company manufactures a diverse range of teas, including:

• CTC Teas: High-quality CTC teas from Assam and Dooars, known for their strong flavour and bright liquor.

• Orthodox Teas: Premium Orthodox teas from Assam and Dooars, offering rich aroma and distinctive taste profiles.

• Superfine Green Teas: Select green teas from Dooars, catering to the growing demand for health-focused beverages.

• Darjeeling Orthodox Teas: Mim Tea Estate in Darjeeling produces distinctive Organic and Conventional Orthodox teas, widely appreciated for their delicate flavour and aroma.

Financial Performance Summary:

The unit reported a turnover of Rs.156.24 crore in FY 2024-25, registering a decline from Rs.163.27 crore in FY 2023-24. However, the Profit Before Tax (PBT) improved to Rs.(73.35) crore in FY 2024-25 from Rs.(99.72) crore in the previous fiscal year, reflecting better cost management despite reduced revenue.

Key Factors Behind the Losses in Tea Estates

• Labour Shortages:

Labour shortages during the peak period were compounded by a significant number of skilled workers migrating to other estates, primarily due to delays in wage payments and limited worker engagement. This resulted in a shortfall of regular labour, severely impacting the timeliness, quality, and quantity of crop harvesting.

• Rising Input Costs:

The cost of key inputs such as fertilizers, pesticides, fuel, and energy has risen sharply, placing pressure on operating margins and making it difficult to maintain previous cost structures.

• Escalating Labour Costs:

Wages and statutory benefits have continued to rise annually; however, there has been no corresponding improvement in productivity or tea prices. As a result, labour expenses have become a major contributor to operational strain.

• Climatic Challenges:

Unpredictable weather conditions, including irregular rainfall and rising temperatures, have caused crop stress, affecting both the volume and quality oftea produced.

• Market Volatility & Low Price Realisation:

The prevalence of bulk sales in auction platforms, combined with oversupply and intense competition, has led to depressed prices, especially for undifferentiated teas, reducing overall profitability.

3. DIVIDEND

Due to insufficient free cash position of the Company, your Directors express their inability to recommend any dividend for the financial year 2024-25.

4. DIVIDEND DISTRIBUTION POLICY:

The Company has a dividend distribution policy in place in pursuance to the requirements of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The policy is available on the Company's website at: http://www.andrewyule.com /pdf/policies/Dividend_Distribution_ Policy.pdf.

5. TRANSFER TO RESERVE:

During the year under review, the Company has transferred Rs. (-)25.46 crore to the General Reserves. As on 31st March, 2025, Reserves and Surplus of the Company were at Rs. 3.44 crore.

6. UNCLAIMED DIVIDENDS:

The Company has uploaded the details of unclaimed and unpaid amounts lying with the Company as on 31st March, 2025 on the Company's website (www.andrewyule.com) and also on the Ministry of Corporate Affairs' website.

The details of unclaimed and unpaid dividends previously declared and paid by the Company are also given under the corporate governance report.

7. CAPITAL EXPENDITURE:

During the financial year 2024-25, your Company incurred Rs.8.24 crore towards capital expenditure.

8. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, as amended, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

9. COMPLIANCE UNDER SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013. Such systems are adequate and operating effectively in the Company during the year under review.

10. CREDIT RATING:

Acuite Ratings and Research Limited, a full-service Credit Rating Agency registered with the Securities and Exchange Board of India (SEBI) has assigned the long-term rating as ‘ACUITE B' (read as ACUITE B) on the Rs. 114.64 crore bank facilities and the short-term rating as ‘ACUITE A4' (read as ACUITE A Four) on the Rs. 40.36 crore bank facilities of AYCL.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of the Board's Report as Annexure-I.

12. CORPORATE GOVERNANCE:

The report on Corporate Governance as stipulated under the SEBI Listing Regulations, together with a certificate from a Practicing Company Secretary confirming compliance, is annexed and forms part of the Annual Report.

13. PERFORMANCE OF SUBSIDIARIES AND ASSOCIATE COMPANY AS REQUIRED UNDER RULE 8(1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

The Company has 2 (two) Wholly-owned Subsidiaries viz. Yule Engineering Ltd. and Yule Electrical Ltd. and 1 (one) Associate Company viz. Veedol Corporation Limited [formerly Tide Water Oil Co. (I) Ltd.] as on 31st March, 2025.

Pursuant to provisions of section 129(3) of the Companies Act, a statement containing salient features of the financial statements of the Subsidiary(ies) and Associate Company as on 31st March, 2025 in Form AOC-1 is attached to the financial statements of the Company and are required to be filed by the Company on line in e-form AOC-1. The Company has no joint venture.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website www.andrewyule.com

14. CONSOLIDATED FINANCIAL STATEMENTS:

As required under SEBI Listing Regulations, consolidated financial statements of the Company prepared as on 31st March, 2025 in accordance with the Indian Accounting Standards (IND AS), duly audited by the statutory auditors, form a part ofthe annual report and are reflected in the consolidated financial statements ofthe Company.

15. CHANGES IN SHARE CAPITAL:

The paid-up equity share capital as on 31st March, 2025 was Rs.97,79,01,956/- divided into 48,89,50,978 ordinary shares of Rs.2/- each, fully paid-up. During the year under review, the Company has not issued any ordinary shares or shares with differential voting rights, neither granted stock options nor sweat equity.

16. TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019, read with relevant notifications issued by the Ministry of Corporate Affairs from time to time, all shares in respect of which dividend has remained unpaid or unclaimed for a continuous period of seven consecutive years have been duly transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, within the stipulated timeline.

Members or claimants whose shares and/or unclaimed dividends have been transferred to the IEPF Demat Account or the Fund may claim their entitlements by submitting an application in Form IEPF-5, available at http://www.iepf.gov.in, after obtaining an Entitlement Letter from the Company. The application must be accompanied by all requisite documents and payment of the applicable fee, as prescribed by the IEPF Authority.

A list of shareholders, along with their Folio Number or DP ID and Client ID, who have not claimed their dividends for seven consecutive years beginning from FY 2017-18 and whose shares are liable for transfer to the IEPF, has been published on the Company's website. Individual communications have also been sent to the concerned shareholders and a public notice has been issued in leading newspapers. Relevant details, including unclaimed dividend amounts, communication records, and copies of the newspaper advertisements, are available at: http://www.andrewyule.com/unpaid_dividend.php

Members are advised to claim their unclaimed dividends at the earliest to avoid transfer of such amounts and related shares to the IEPF.

17. ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return for the financial year 2024-25 is placed on the website of the Company at https:// www.andrewyule.com/annual_return2.php

18. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors of the Company has met 7 (seven) times in the financial year 2024-25. The details pertaining to the Board meetings and attendance are provided in the Corporate Governance Report. The intervening gap between two Board meetings was within the period prescribed under Companies Act, 2013 and SEBI Listing Regulations, as amended.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to section 186 of the Companies Act, 2013, the details of the loans given, guarantees or securities provided and investments made by the Company during the year under review, have been disclosed in the financial statements.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT AND CHANGE IN NATURE OF BUSINESS, IF ANY:

There have been no material changes and commitments affecting the financial position of the Company subsequent to the close ofthe financial yearto which financial statements relate and the date ofthe Report.

SALE OF STAKE IN VEEDOL CORPORATION LTD. [FORMERLY TIDE WATER OIL CO. (I) LTD.], ASSOCIATE COMPANY BY OFFER FOR SALE (OFS) OF SHARES THOUGH STOCK EXCHANGE MECHANISM:

The Company, with the approval of the Ministry of Heavy Industries, Govt. of India, has sold 3,37,598 shares of Veedol (equivalent to 1.94% ofthe share capital of Veedol) by OFS through stock exchange mechanism, on 10th June, 2025 and 11th June, 2025, being T-Day and T+1 Day, respectively. The current shareholding of the Company in Veedol is 24.29%.

21. VIGIL MECHANISM WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act, 2013, Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy, approved by the Audit Committee. The policy facilitates reporting of unethical conduct, suspected fraud, or violations of the Code of Conduct and Ethics, with safeguards against victimization and provision for direct access to the Audit Committee Chairman in exceptional cases. No person has been denied such access. The policy is available on the Company's website.

22. DIRECTORS:

The Ministry of Heavy Industries (MHI), Govt. of India vide their letters/orders had appointed/concluded the tenure of the following Directors:

i. Shri Arun Kumar Diwan, Director, MHI is appointed as a Part-time Official Director (Government Nominee) ofthe Company with effect from 27^th February, 2025 in place of Shri Aditya Kumar Ghosh, Deputy Secretary, MHI, who was appointed as a Part-time Official Director (Government Nominee) ofthe Company.

ii. Shri Sunder Pal Singh is appointed as a Part-time Non-official Independent Director ofthe Company with effect from 2^nd April, 2025.

iii. Ms. SwapnaTripathy is appointed as a Non-official Independent Director ofthe Company with effect from 22nd July, 2025.

[although MHI had appointed Ms. Swapna Tripathy w.e.f. 11^th July, 2025, however, her appointment became effective from 22^nd July,2025 on obtaining her DIN on that day]

iv. Shri Brajesh Kumar Srivastava, Dy. Secretary, MHI is appointed as a Part-time Official Director (Government Nominee) ofthe Company with effect from 14^th July, 2025 in place of Shri Arun Kumar Diwan, Director, MHI, who was appointed as a Part-time Official Director (Government Nominee) ofthe Company.

v. Shri Rajinder Singh Manku ceased to be Director (Planning) of the Company w.e.f. 1^st July, 2025 on reaching his superannuation.

vi. Shri Aditya Kumar Ghosh ceased to be Director of the Company w.e.f. 27^th February, 2025 as per MHI Order dated 27^th February, 2025.

vii. Shri Arun Kumar Diwan ceased to be Director of the Company w.e.f. 14^th July, 2025 as per MHI Order dated 14^th July, 2025.

The Board places on record its deep appreciation of the valuable services and guidance rendered by Shri Rajinder Singh Manku, Shri Aditya Kumar Ghosh and Shri Arun Kumar Diwan during their association with the Company.

In accordance with the provisions of section 152(6)(c) of the Companies Act, 2013 and your Company's Articles of Association, Shri Vijay Mittal and Shri Sanjay Verma, Directors of the Company, retires by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Appropriate resolutions seeking appointment/re-appointment of Shri Vijay Mittal, Shri Sanjay Verma, Shri Brajesh Kumar Srivastava, Shri Sunder Pal Singh and Ms. Swapna Tripathy as Directors are appearing in the Notice convening the 77th Annual General Meeting of the Company.

The brief resume/details relating to Shri Vijay Mittal, Shri Sanjay Verma, Shri Brajesh Kumar Srivastava, Shri Sunder Pal Singh and Ms. Swapna Tripathy are furnished in the notes annexed to the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of the SEBI Listing Regulations, it is disclosed that no Director shares any relationship inter se.

23. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of section 203 of the Companies Act, 2013, Shri Ananta Mohan Singh, Chairman & Managing Director, Shri Sanjay Verma, Director (Finance) and Smt. Sucharita Das, Company Secretary are the Key Managerial Personnel of the Company.

24. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, the Company has received declarations from Independent Directors confirming compliance with the prescribed independence criteria. They have affirmed no circumstances exist that could impair their independent judgment and have registered with the IICA database as mandated under Section 150 of the Companies Act,2013. The Board believes the Independent Directors possess the necessary qualifications, expertise, and integrity. During the year, they had no pecuniary relationship with the Company apart from sitting fees and reimbursement of meeting-related expenses. Details of the familiarization program are available on the Company's website.

25. APPOINTMENT, PERFORMANCE EVALUATION AND REMUNERATION POLICY:

Being a Central Public Sector Enterprise, the appointment and performance evaluation of the Directors of the Company is decided and undertaken by the Government of India. The terms and conditions of appointment and remuneration of the Functional Directors are governed by the guidelines issued by the Department of Public Enterprises (DPE), GOI from time to time. The Non-executive Independent Directors are entitled to sitting fees for attending Board and Committee meetings. The Part-time Official (Govt. Nominee) Directors are not entitled for sitting fees for attending the meetings of the Board or any Committee meetings thereof.

Further, Ministry of Corporate Affairs, Govt, of India has given exemption u/s. 178 of the Companies Act, 2013 to Govt. Companies from the provisions related to performance evaluation of Directors.

The remuneration of the Key Managerial Personnel below Board level, Senior Management Personnel and other Officers are decided as per the Government guidelines. Remuneration of other employees of the Company are decided as per Wage Settlement Agreement entered into with their Union. The appointments/ promotions etc. of the employees are made as per Recruitment and Promotion Policy approved by the Board of Directors of the Company.

26. EMPLOYEE STOCK OPTION SCHEME:

Your Company has not provided any Employee Stock Option, therefore disclosure requirement in relation to ESOP under Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board of Directors of the Company laid down the CSR and Sustainability Policy covering the objectives, focus areas, governance structure, monitoring and reporting framework among others.

The detail of the CSR and Sustainability Policy is posted on the website of the Company and may be accessed at the link - http://www.andrewyule.com/pdf/policies/ CSR_and_Sustainability_Policy.pdf.

The CSR budget allocation of the Company for the financial year 2024-25 was “nil” as per calculations made pursuant to the provisions of the Companies Act, 2013 read with the rules made thereunder.

28. RISK MANAGEMENT:

The Company has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board need close scrutiny.

The Risk Management Committee of the Company periodically reviews the risk management framework, identifies risks with criticality and ensured that appropriate methodology, processes and systems are in place to monitor, evaluate and mitigate the risks associated with the business of the Company, which in the opinion of the Board may threaten the existence of the Company. The risk management policy is also uploaded in the Company's website www.andrewyule.com.

29. AUDITCOMMITTEE:

The Company has in place a Board level Audit Committee in terms of the requirements of the Companies Act, 2013 read with rules made thereunder and regulation 18 of SEBI Listing Regulations, the details in respect of which are given in the corporate governance report. All the issues are fairly and transparently deliberated in the Audit Committee meetings which are held at regular intervals. The views and suggestions of the Audit Committee members are positively taken into account and imbibed into the Company's processes. Further, there has been no instance where the Board of Directors have not accepted the recommendations of the Audit Committee.

30. OTHER COMMITTEES OF BOARD:

Details of various other committees constituted by the Board of Directors as per the provisions of the Companies Act, 2013 and SEBI Listing Regulations are given in the corporate governance report and forms part of this report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, your Company did not have any related party transactions which required prior approval of the shareholders.

There have been no material significant related party transactions during the year under review, having potential conflict with the interest of the Company. Necessary disclosures required under the Accounting Standard (AS-18) have been made in the notes to financial statements. Hence, no disclosure is made in form AOC-2 as required under section 134(3) (h) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on related party transactions for determining materiality of related party transaction and also on dealing with related parties which has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated policy can be accessed on the Company's website at the link - http:// www.andrewyule.com/pdf/policies/Materiality_Related_Party_ Transactions.pdf.

32. DISCLOSURES UNDER RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

i. Financial summary or highlights: As detailed under the heading 'Financial Performance'.

ii. Change in the nature of business, if any: None

iii. Details of Directors or Key Managerial Personnel (KMP), who were appointed/resigned/retired during the year:

iv. Name of Companies which have become or ceased to be Subsidiaries, Joint Venture Companies or Associate Companies during the year: During the financial year 2024-25, none of the Companies have become or ceased to be Subsidiaries or Associate Company.

v. Details relating to deposits: There were no fixed deposits of the Company from the public, outstanding at the end of the financial year. No fixed deposit has been accepted during the year and as such, there is no default in repayment of the said deposits.

vi. There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

vii. No significant and material orders have been passed by any Regulator(s) or Court(s) orTribunal(s) impacting the going concern status and Company's operations in future.

viii. The Company is required to maintain the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are maintained and audited by M/s DGM & Associates, cost auditors ofthe Company forthe financial year2024-25.

ix. There has been no instance of any one-time settlement with any Bank or Financial Institution during the year and as such the requirement of disclosure in connection with difference between amount ofthe valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions, does not arise.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The internal control system of the Company is monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Company. The observations and comments of the Audit Committee are placed before the Board of Directors for reference.

34. REPORTABLE FRAUD:

No fraud has been reported by the auditors under section 143(12) of the Companies Act, 2013 during the year under review.

35. DISCLOSURE AS PER RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016:

The Company, being a Central Public Sector Enterprise, is exempted to make disclosure pertaining to remuneration and other details as required under section 197(12) ofthe Companies Act, 2013 read with rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. Hence, no information is required to be appended to this report in this regard.

36. PARTICULARS OF EMPLOYEES - RULE 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016:

Your Company has not paid any remuneration attracting the provisions of rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. Hence, no information is required to be appended to this report, in this regard.

37. MANPOWER:

Manpower of the Company as on 31^st March, 2025:

38. WELFARE OF WEAKER SECTIONS OF THE SOCIETY:

The Company ensures compliance with statutory welfare provisions under the Factories Act, 1948 and the Plantation Labour Act, 1951. As on 31st March 2025, the employee composition includes SC: 8.52%, ST: 27.50%, and OBC: 55.87%. The Company adheres to Presidential Directives and Government guidelines on reservations, relaxations, and

concessions for SC/ST/OBC candidates in direct recruitment.

39. EMPOWERMENT OF WOMEN:

Development of society is closely linked with development of women, which is why, empowering and encouraging women lies at the core of all our program. Various initiatives and programs create a supportive and nurturing environment for women to thrive personally and professionally. All necessary measures/ statutory provisions for safeguarding the interests of women employees in issues like payment of wages, hours of work, health, safety, welfare aspects and maternity benefits etc. are being followed by the Company.

Total number of women employees as on 31st March, 2025 were as follows:

Executives - 04 (four)

Non-Executives (including NuS and Tea Workers) - 6829 (six thousand eight hundred twenty nine)

Total number of women employees - 6833 (six thousand eight hundred thirty three)

40. HEALTH, SAFETY AND ENVIRONMENT:

Andrew Yule & Company Ltd. (AYCL) is firmly committed to maintaining a safe, healthy, and environmentally responsible workplace. The Company strives to achieve an injury and illness-free environment for employees, contractors, visitors, and surrounding communities while conducting all activities in an environmentally protective manner.

Key Initiatives and Compliance Measures

• Workplace Safety & Training:

o Employees across all units receive regular training on safety procedures and protocols. o Occupational health and safety standards are strictly adhered to as per the Factories Act, 1948.

• ISO and Management Systems:

o The Engineering Division is certified under ISO 9001 and ISO 14001 for quality and environmental management,

o Implementation of ISO 45001 - Occupational Health and Safety Management System in the Engineering

Division ensures proactive risk management.

• Sustainable Energy Use:

o A 10KW solar power system has been operational at the Engineering Division's administrative building since FY 2018-19, with an average 5000 kWh of solar energy used annually for industrial operations, aligning with the Government's renewable energy mandate.

• Certifications in Tea Gardens:

o All tea gardens hold recognized certifications such as ISO 22000 (Food Safety Management System), ensuring compliance with international food safety and sustainability standards. All AYCL Gardens are Trust Tea certified and MimTea Estatealongwith allthe AssamGardensof AYCL are Rain Forest Certified.

Environmental Compliance and Protection Measures

• No destruction of natural ecosystems or water bodies is permitted across operations.

• Prohibition on burning of plastic and hazardous items; disposal of chemical containers is strictly as per State Pollution Control Board (SPCB) norms.

• Biomedical waste is handled and disposed of according to standard environmental regulations.

• Ongoing environmental awareness training is conducted for garden workers and the resident community.

• Full compliance with Pollution Control Board norms in each operating state is ensured.

Occupational Health and Worker Welfare

• AYCL's tea estates are non-hazardous work environments. Nevertheless, workforce safety is treated as a top priority.

• Routine medical check-ups are conducted for high-risk groups like sprayers.

• Fully operational tea garden hospitals provide comprehensive primary healthcare for workers and their dependents.

Certifications - Electrical (Chennai Operation):

• The Electrical-Chennai Operation holds ISO 9001 certification.

• Products like 10MVA, 12.5MVA, 20MVA, and 31.5MVA transformers are CPRI (Central Power Research Institute) certified, ensuring high standards ofsafety and reliability.

AYCL is committed to providing a safe and healthy working environment and achieving an injury and illness-free work place.

41. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Internal Complaints Committee has been constituted. No complaint or allegation of sexual harassment has been received at the Company during the period under review.

Summary ofthe sexual harassment complaints received/disposed of/pending during the financial year2024-25:

42. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

The Company has adhered to the provisions ofthe Maternity Benefit Act, 1961 and any applicable state specific rules therein.

43. GRIEVANCE REDRESSAL MECHANISM:

The Company expeditiously disposes of all the public grievances during the financial year 2024-25 and copy ofthe replies are sent to the controlling Ministry, in case the public grievance was being forwarded by them.

The status ofthe public grievances during the financial year2024-25 is as follows:

44. INDUSTRIAL RELATIONS:

During the year under review, industrial relations at the Company continued to remain cordial and peaceful in all the units/ divisions except in a few tea gardens. There has been occasional agitation in a few tea gardens of the Company located in West Bengal and Assam by the workers/staffs/sub-staffs due to delay in payment ofwages and salary.

45. MEMORANDUM OF UNDERSTANDING (MOU):

• The Moll rating for FY 2023-24 has been assessed as "Fair."

• For FY 2024-25, the signing of the MoU has been exempted by MHI.

• For FY 2025-26, the signing of the MoU has been exempted by MHI.

46. IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT, 2005:

The Company abides by the provisions of the Right to Information Act, 2005 (RTI Act) and information seekers are furnished with relevant information by the Public Information Officers. Every endeavor is there on the part ofthe Company to dispose of the applications expeditiously.

During the year ended 31st March, 2025, the number of applications received/ accepted/rejected/disposed of under RTI Act are as follows:

47. VIGILANCE:

A. The status of the various activities monitored by the Vigilance Department during the year 2024-25 are as under:

E-governance: The Company has already implemented e-procurement policy (Rs.2 lakh and above), e-payment and e-tendering/e-auction as per the guidelines ofthe Ministry across all the Divisions ofthe Company. E-office system has already been implemented in the General Division of the Company. Online portal for the private tea sale was live from April,2024. Online vigilance complaint portal is live on AYCL website.

Structured Meeting: Quarterly Structured Meetings between CVO and CMD are being held in time and the minutes are forwarded to the competent authority.

Updation of Manuals: AYCL Procurement Manuals i.e. Manual for procurement of (a) goods, (b) works and (c) consultancy and other services as per the DOE's manuals are implemented across the Company after Boards's approval.

Sensitive Post: As perCVC guidelines, the P&A Department identified 69 sensitive posts (53 Executive and 16 NonUnionised Supervisory). All due rotations for these posts were completed during FY 2024-25.

B. Status of various activities undertaken by the Vigilance Department during the year 2024-25 are as under:

a) System Improvements

The Vigilance Department has made the following suggestions for improving systems and procedures:

i. Brand-Specific Procurement:

Procurement of steel plates specifying a particular brand, even when materials of equivalent generic specifications are available, must require explicit approval from the competent authority.

ii. Compliance with MSE and Startup Procurement Policy:

Tenders must include the exemption clause for mandatory prior turnover and prior experience requirements for Micro and Small Enterprises (MSEs) and startups, as stipulated in the AYCL Purchase Procedure. Any relaxation or modification of tender conditions after the opening of bids should be strictly avoided.

iii. Billing and Tendering Process Improvements

• ERP-Based Bill Processing:

All bills shall be mandatorily generated and processed through YULE SOFT (the Company's own ERP system) as a complete end-to-end solution to ensure transparency, consistency, and traceability.

• Objective Qualification Criteria in Tenders:

It is advisable to adopt more objective and transparent qualification criteria in tender documents to encourage wider participation, particularly from new and emerging vendors.

iv. Compliance in Engagement of Contractual Manpower

Engagement of manpower on a contractual basis must strictly adhere to the directives and guidelines issued by the Government of India. This is essential to ensure legal compliance and to avoid any procedural lapses in the future.

v. Vendor Development Initiative

All units should undertake a structured vendor development exercise for items where the number of enlisted vendors is limited to only two or three. This will help broaden the vendor base, enhance competition, and reduce supply chain risk.

b) Vigilance Awareness Week: “Vigilance Awareness Week-2024” was observed in AYCL on the theme of “Culture of Integrity for Nation's Prosperity” in a befitting manner from 28.10.2024 to 03.11.2024, as per the instructions of the Central Vigilance Commission. As part of Vigilance Awareness Week, the following initiatives were undertaken across all units and divisions of the Company:

• Integrity Pledge:

The Integrity Pledge was administered on 28.10.2024 at all units and divisions of the Company to reinforce commitment to ethical conduct.

• Training & Interactive Session (Hybrid Mode):

An interactive session was organized in hybrid mode for training officials on key topics including Public Procurement, Ethics & Governance, Cyber Hygiene and Security, and the Company's Systems and Procedures. The Vigilance Department also provided suggestions for systematic improvements during this session.

• Awareness Campaign:

Anti-corruption leaflets were distributed among vendors, employees, and the general public in all Divisions and Tea Gardens to spread awareness and encourage participation in anti-corruption efforts.

• Public Outreach on Anti-Corruption Mechanisms:

As part of public engagement during Vigilance Awareness Week, Gram Sabhas were conducted in all tea gardens of AYCL located in Assam and West Bengal. During these interactions, the procedure for filing complaints under the Public Interest Disclosure and Protection of Informers (PIDPI) mechanism was explained to workers and their family members to empower them to report any instance of corruption confidently and securely.

Details of the vigilance cases during the financial year 2024-25 are as follows:

48. PROGRESSIVE USE OF HINDI:

In line with the Official Language Policy of the Government of India, AYCL has taken several initiatives to promote the progressive use of Hindi in official work:

• Technical Enablement: The Unicode system has been implemented in the majority of the Company's computers, and Hindi language software has been installed. Employees are being trained to use Hindi in their day-to-day operations.

• Capacity Building & Promotion: To promote the implementation of the Official LanguageAct, 1963, the Company regularly organizes Hindi competitions and workshops. During the financial year2024-25:

o A Hindi poem recitation competition was conducted on 24th September, 2024. o A Hindi slogan writing competition was held on 27th September, 2024.

o Hindi workshops were conducted on 26th June, 2024, 25th September, 2024, 27th December, 2024, and 6th March, 2025.

• External Participation Encouraged: Employees were encouraged to participate in Hindi competitions and programs organized by other institutions and government bodies.

• Bilingual Governance: Board meetings and Board Committee meetings of the Company are now being conducted in Hindi as well. The agenda notes and minutes of these meetings are also being drafted in Hindi, thereby strengthening the bilingual functioning of the Company.

49. SWACHHTA PAKHWADA:

AYCL celebrated Swachhta Pakhwada from 16th August, 2024 to 31st August, 2024 with active participation and enthusiasm across all locations of the Company. The key highlights of the fortnight long program were:

• Swachhta Pledge:

All employees across units took the Swachhta Pledge, reaffirming their commitment to cleanliness and hygiene.

• Awareness Campaign:

"Swachh Bharat" banners were prominently displayed at various Company locations to spread awareness about the importance of cleanliness.

• Cleanliness Drives:

The surroundings of the Company's establishments, including Registered Office, factories, and tea gardens were thoroughly cleaned. Senior officials led by example and actively participated in these drives.

• Workshops & Meetings:

Educational workshops and meetings on cleanliness and hygiene were conducted across all locations. These sessions emphasized the importance of maintaining a clean and healthy work environment and received enthusiastic participation from employees.

• Outreach Initiatives:

Officials engaged in active campaigning and distributed pamphlets on Swachhta to reinforce the message among employees and surrounding communities.

50. CORPORATE WEBSITE OF THE COMPANY:

The Company maintains a website www.andrewyule.com where detailed information of the Company is provided..

51. RESEARCH & DEVELOPMENT (R&D) FACILITIES OF THE COMPANY:

The main focus of in-house R&D facilities in the Company is to provide continuous up-gradation to the existing products to match the demands of the domestic market as well as to seize the opportunities in export market. Some of the R&D activities carried out by the company's different Divisions were as follows:

a. Tea Division:

We in the Tea Industry being member of Tea Research Association (TRA) - TRA have all updated research findings which are published monthly as well as discussed in monthly council meetings at different regions. TRA being an autonomous body is highly dedicated to research & development of Tea Industry which has always helped us to improve upon land productivity and quality oftea produced.

b. Engineering Division:

(i) Oil lubricated housing: The Engineering Division has successfully developed and implemented a forced oil lubrication SR-200 type bearing housing for centrifugal fans used in the Cement, Steel, and Power sectors. Developed during FY 2022-23, the SR-200 bearing housing was successfully deployed in FY 2023-24. Following its successful performance, repeat orders have been received. This innovation has led to a cost reduction of ?2 lakh per bearing housing set and has shortened the application cycle time by one month.

(ii) Technology Development - Thick Seal Ring: Previously, the fabrication of thick seal rings involved a timeconsuming process including cutting, bending, and radiographic welding, resulting in high man-hour consumption. The Engineering Division has now shifted to procuring single-piece forged thick seal rings from vendors. This has eliminated the lengthy fabrication steps and significantly reduced overall costs.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under provisions of section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014, are furnished in Annexure-ll and forms part of this report.

53. PROCUREMENT FROM MICRO, SMALL AND MEDIUM ENTERPRISES:

As per the requirements under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006, and in line with the notifications issued by the Central Government, Public Sector Undertakings (PSUs) are mandated to procure a minimum of 25% of their total annual purchases from goods produced and services rendered by Micro and Small Enterprises (MSEs). Out of this 25%, at least 4% is earmarked for procurement from MSEs owned by entrepreneurs belonging to Scheduled Castes (SC) and Scheduled Tribes (ST), while a minimum of 3% is to be procured from women- owned MSEs.

ln compliance with the above, the Company achieved procurement of 71% from MSEs during the financial year 2024-25 against the mandated target of 25%. Of the total MSE procurement, 6% was sourced from SC/ST-owned MSEs and 4% from women-owned MSEs.

The Company continues to remain committed to supporting and enhancing the participation of MSEs, including those owned by SC/ST and women entrepreneurs, in its supply chain ecosystem. The targets and achievements in this regard are duly reported in the Annual Report, in accordance with the statutory requirements.

54. PROCUREMENT THROUGH GeM:

The Government e-Marketplace (GeM) is a government run e-commerce portal. It is a one-stop to facilitate and enable easy online procurement of goods and services that are needed by various Government departments, organizations and PSUs. AYCL's all work centers are registered on GeM Portal and procuring the goods and services available on the portal through GeM only.

During the financial year 2024-25, AYCL has made procurement of Rs.135.14 crore. Out of which, GeM procurement was Rs.134.88 crore, which was equivalent to 99.81% ofthe total procurement by the Company.

55. TRAINING PROGRAMME:

During FY 2024-25, 7 (seven) online internal training and 1 (one) online external training program were conducted. Total 76 (seventy-six) participants had been imparted training during the year through various training programs.

56. STATUTORY AUDITORS AND AUDIT REPORT:

In terms of section 143(5) of the Companies Act, 2013, M/s. N.C. Banerjee & Co. Chartered Accountants was appointed by the Comptroller & Auditor General of India as the statutory auditors of your Company for the financial year 2024-25. The report given by the Statutory Auditors on the financial statements of the Company forms part of the Annual Report. No qualification has been made bythe Statutory Auditors in their Report.

57. SECRETARIAL AUDIT AND COMPLIANCE REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. J. K. Das & Associates, Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31st March, 2025.

Accordingly, they have conducted secretarial audit for the financial year 2024-25 and submitted secretarial audit report in form no. MR-3 which is attached hereto as Annexure-lll and forms part of the board's report.

The observations of the secretarial auditor along with management explanation are tabulated as under:

Further, pursuant to the SEBI Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 read with regulation 24A of SEBI Listing Regulations, M/s. J. K. Das & Associates, Company Secretaries has issued an Annual Secretarial Compliance Report to the Company for the financial year ended 31st March, 2025, with respect to compliance of all applicable regulations, circulars and guidelines issued by the Securities and Exchange Board of India. The said report has been duly submitted to BSE Ltd. Further a copy of the report is available at the Company's website at the weblink https:// www.andrewyule.com/pdf/ASCR%202024-25.pdf.

The Board has approved, on the recommendation of the Audit Committee and subject to the approval of the Members, appointment of M/s. T Chatterjee & Associates, Company Secretaries (Firm Registration No. P2007WB067100), as the Secretarial Auditor of the Company to conduct secretarial audit for a period of 5 (five) consecutive financial years i.e. from financial year 2025-26 to financial year 2029-30. Appropriate resolution seeking your approval to the appointment of M/s. T Chatterjee & Associates is appearing in item no. 8 of the Notice convening the 77th AGM of the Company.

58. COST AUDITORS AND COST AUDIT REPORT:

M/s. DGM & Associates, Cost Accountants (firm registration no: 000038) carried out the cost audit for the Company for the financial year 2024-25.

The Company submits its cost audit report with the Ministry of Corporate Affairs within the stipulated time period.

M/s Bandyopadhyaya Bhaumik & Co., Cost Accountants have been appointed as cost auditors of the Company for the financial year 2025-26 at the remuneration as set out in item no. 9 of the explanatory statement attached to the notice, which is subject to ratification by the members in the ensuing Annual General Meeting.

59. COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA ON THE ACCOUNTS:

The Comptroller and Auditor General of India (C&AG) had conducted supplementary audit under section 143(6)(a) of the Companies Act, 2013 of the financial statements of Andrew Yule & Co. Ltd. for the year ended 31st March, 2025. The comments of Comptroller & Auditor General of India under section 143(6)(b) of the Companies Act, 2013 on the accounts of the Company for the year 2024-25 forms part of this report.

The Management's response to the comments of C&AG on the Standalone and Consolidated Financial Results are tabulated below:

60. INSOLVENCY AND BANKRUPTCY CODE, 2016:

AYCL had filed a Misc. Application seeking exemption of long-term capital gains tax arising out of sale of share of its erstwhile associate company i.e. M/s Dishergarh Power Supply Co. Ltd. and its joint venture M/s Phoenix Yule Ltd. as approved in the BIFR Scheme of Revival. The case was listed and reserved for orders; however, the order could not be pronounced due to mislabeling of the case. As such, on August 28, 2023, the Learned Tribunal was pleased to grant leave for withdrawal of the application and filing it fresh. As such, AYCL moved for the application to be filed fresh u/s 252 of IBC. However, due to non-existence of any such provision in the e-filing portal of the NCLT website, an application has been made to the Registrar to allow for the Company Petition to be filed under the relevant section i.e. Section 252 of the Insolvency and Bankruptcy Code, 2016. Status remains the same.

61. DETAILS OF FREEHOLD / LEASEHOLD LANDS / PROPERTIES

Pursuant to the guideline of the Ministry of Heavy Industries, Govt. of India, the status of freehold / leasehold lands / properties possessed by AYCL as on 31st March, 2025 is annexed as Annexure-IV and forms part of the annual report.

62. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) read with section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and ofthe profit and loss ofthe Company forthat period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts of the Company on a going concern basis;

v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

vi. the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

63. CAUTIONARY STATEMENT:

This report contains forward-looking statements relating to the Company's objectives, expectations, and projections, which are subject to applicable securities laws and regulations. Actual results may differ materially due to various factors such as market conditions, input availability and pricing, regulatory changes, economic developments, litigation, and industrial relations.

The Company assumes no obligation to update or revise these statements in light of future events or developments.

64. ACKNOWLEDGEMENT:

The Board places on record its sincere appreciation for the dedication and efforts of employees at all levels. It gratefully acknowledges the continued guidance and support from the Ministry of Heavy Industries, Government of India, and other Central and State Government Ministries.

The Directors also express their gratitude to the Comptroller & Auditor General of India, statutory, cost, internal, secretarial, and tax auditors, and all stakeholders for their valuable support. The Board extends its thanks to the Company's shareholders, esteemed customers, bankers, financial institutions, and suppliers in India and abroad for their continued trust and cooperation.