Your Directors' have pleasure in presenting the 101st Annual Report on the performance of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.

FINANCIAL RESULTS:

Rs. in Lakhs

Indian Accounting Standards (Ind AS)

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

Dividend

Your directors have recommended a final dividend of Rs. 1.70 per share (17%) which together with an interim dividend of Re. 1/- per share (10%) already paid, makes a total dividend of Rs.2.70 per share (27%) for the year ended 31st March, 2023 [previous year Rs.3.70 per share including a centenary year dividend of Re.1/- per share (37%)]. The proposed final dividend of Rs. 1.70 per share (17%) for the year amounting to Rs. 84.94 lakhs will be accounted in the financial year 2023-24 in accordance with Ind AS10 - 'Events after the reporting period'.

Transfer to Reserves

The Directors have proposed to transfer a sum of Rs.1,000 Lakhs to the General Reserve which will be accounted in the financial year 2023-24 in accordance with Ind AS 10 - 'Events after the reporting period'.

Operations

The total quantity of tea manufactured during the year under review was 33,94,965 kgs as against 34,11,886 kgs during the previous year. The rainfall during the year was 1549 mm as against 1268 mm during the previous year. Your Company has recorded a sale of 37,07,341 kgs (previous year 34,87,144 kgs) during the year. The total exports during the year were 18,91,839 kgs (previous year 16,50,415 kgs). The average price realized during the year was higher when

compared to the previous year. Profit before tax for the year was Rs. 1,492.08 lakhs as against Rs.1,288.31 lakhs during the previous year.

Outlook

As there has been a delay in summer showers in the current year, the crop prospects are slightly lower than 2022-23. However, with the Company's focus on enhancing production of high-quality teas, strict cost control and mechanization measures, the outlook appears good.

Share Capital

The paid-up capital of the Company as at 31st March 2023 remains unchanged.

Directors' Responsibility Statement

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

a) in the preparation of Annual Accounts for the year ended 31st March, 2023, the applicable Indian Accounting Standards have been followed without any material departures;

b) such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for that period;

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

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

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

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

Directors and Key Managerial Personnel

Mr. T.G.B. Pinto resigned from the Board of the Company with effect from 1st January, 2023. The Board places on record its appreciation of the services rendered by Mr T.G.B. Pinto during his tenure as a Director.

Mr. R. Rajkumar, Vice President was appointed as Whole-time Director by the Board of Directors at its meeting held on 30th March, 2023 liable to retire by rotation subject to the approval of shareholders. The shareholders have approved the appointment of Mr. R. Rajkumar as Whole-time Director through postal ballot on 16th May, 2023.

Of the Directors liable to retire by rotation, Ms. P. Shobhana Ravi will retire at the forthcoming Annual General Meeting. She is eligible for re-election and offers herself accordingly.

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

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

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

Particulars of Loan, Guarantees or Investments under Section 186

The Company has not given any loan or guarantee to any Body Corporate in terms of Section 186 of the Companies Act, 2013, during the financial year 2022-23.

Particulars of contracts or arrangements made with related parties

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

Material changes and Commitments between 31^st March 2023 and date of this report

There are no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2023 and the date of this report.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has transferred during the year unclaimed dividends amounting to Rs. 4,64,089/- to the Investor Education and Protection Fund. There were no shares due to be transferred to the demat account of IEPF Authority during the year.

Annual Return

Pursuant to Section 92 (3) read with Section 134 (3) of the Companies Act, 2013, the draft Annual Return for the year ended 31st March, 2023 is available on the website of the Company at the weblink: https/www.unitednilgiri.com/investors. The final Annual Return shall be uploaded after the same is filed with the Ministry of Corporate Affairs.

Number of meetings of the Board

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

Declaration by Independent Directors

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

Policy on appointment and remuneration of Directors

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

Committees of the Board

The Company has four Committees as mentioned below:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

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

Auditors

There are no qualifications, reservations or adverse remarks or disclaimers made by K.S.Aiyar & Co., Chartered Accountants, Statutory Auditors in their report.

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

Secretarial Audit Report

Secretarial Audit has been carried out by L.K. & Associates, Practising Company Secretaries and their report is annexed herewith. There are no qualifications, reservations or adverse remarks.

Risk Management

The Company has a robust risk management policy and system. The strategic risks are integrated with the business plan with mitigation measures and reviewed periodically. High impact operational and financial risks are reviewed by the management and discussed at the Board periodically.

Corporate Social Responsibility

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

Besides supporting the orphanage and the public medical scheme administered by the Company in the area of rural development and tribal welfare, your Company has been associated with United Nilgiri Conservative Society (UNCS). UNCS since its establishment

in 2013 has built confidence and trust for people in Kotagiri and Ooty through its efforts to achieve better standard of life through community development work.

The Company promoted two Section 8 Companies viz., Sivasailam Chamraj Education Foundation and Sivasailam Chamraj Hospital Foundation for carrying CSR activities.

Board Evaluation

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

Report on Corporate Governance

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

Particulars of Employees

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

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

Management Discussion and Analysis Report

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

Financial Statements of Associate Companies

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

Environmental Protection

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

Industrial Relations

Industrial relations have been cordial during the year.

Public Deposits

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

Vigil Mechanism

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

Sexual Harassment of Women at Workplace

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been constituted to redress the grievances of women at workplace. No complaint was reported during the year under review.

Cost Records

The Company maintains cost records for its products in the books of account as per the requirement of Section 148 (1) of the Companies Act, 2013 read with Companies (Cost records and audit) Rules, 2014.

Others

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

Acknowledgement

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