Your Directors are pleased to present the 112^th Annual Report and Audited Financial Statements of B & A Limited (hereinafter referred to as the ‘Company’) for the financial year ended 31^st March 2026 (“Year Under Review”).

FINANCIAL RESULTS

STATE OF COMPANY’S AFFAIRS

Revenue from operations for the year under review was higher by Rs. 795.22 lakhs compared to the previous year. “Profit Before Tax (PBT)”decreased by Rs. 781.62 lakhs over the previous year. The Earnings Per Share for the year stood at Rs. (28.49), reflecting a decrease of Rs.34.86 compared to the preceding financial year.

The following tables give the details of your Company’s performance in terms of production,

sales and average price fetched during the year under review compared to previous year:

DEVELOPMENT ACTIVITIES

Development work in all gardens of the Company was impacted due to adverse weather conditions that prevailed during FY 25-26. However, development work in the gardens were undertaken on priority basis. Samaguri, Mokrung and Gatoonga Tea Estates made progress in development work during the period under discussion.

ACCREDIATIONS

Three factories of the Company namely Gatoonga, Salkathoni and Mokrung are Trustea certified with regards to own leaf. Salkathoni, Mokrung and Sangsua are accredited with Trustea for bought tea leaf. All four factories of the Company received ISO-22000 accreditation for food safety norms.

FINANCE

Due to increase in cost of production mainly on account of wage revision and decrease in production resulting in lower volume of sale, bank borrowings had increased with consequential increase in interest cost.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Management Discussion and Analysis forms part of

this report and is presented as Annexure 1. This section provides a comprehensive overview of the industry landscape, key economic trends, and the Company’s operational performance during the financial year under review. It also details the Company’s risk management framework and highlights key developments during the period under review.

SHARE CAPITAL

During the financial year ended 31^st March 2026, there was no change in the issued, subscribed, and paid-up share capital of the Company.

DIVIDEND

The Board has not recommended dividend for the financial year 2025-26.

TRANSFER TO RESERVE

The Board of Directors does not propose to transfer any amount to the General Reserve for the financial year ended 31^st March 2026.

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

Except as disclosed in this Report and the audited financial statements for the year under review, there had been no material changes or commitments made after the close of the financial year up to the date of this Report that would affect the financial position of the Company.

CHANGES IN THE NATURE OF BUSINESS

There were no material changes in the nature of business of the Company during the Year Under Review

CORPORATE GOVERNANCE

The Board firmly believes that corporate governance is an ethically driven process rooted in core values that promote the sustainable growth of the Company. The Company remains committed to upholding the highest standards of ethics, transparency, and accountability, in full compliance with the SEBI Listing Regulations and the Code of Conduct applicable to

the Board and senior management. Our governance frame work is strengthened through effective Board oversight, timely disclosures, transparent accounting policies, and integrity in decision-making. A certificate from a Practicing Company Secretary confirming compliance with corporate governance provisions is attached as Annexure 2 and forms an integral part of this Report. The Company remains dedicated to fostering strong stakeholder relationships and to attracting and retaining top talent and investors.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the year ended 31^st March 2026 has been uploaded on the Company’s website and can be accessed at: https://www.barooahs.com/annualreturn/B&A MGT-7 25-26.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) activities of the Company are overseen by the Board of Directors. The CSR Policy, as approved by the Board, is available on the Company’s website at:

https://www.barooahs.com/policies/policy-on-corporate-social-responsibility.pdf. In compliance with Rule 9 of the Companies (Accounts) Rules, 2014, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities, providing an overview of the CSR Policy, key initiatives undertaken, and the details of expenditure incurred during the year, is attached as Annexure-3 and forms an integral part of the Directors’ Report.

EXTRA ORDINARY GENERAL MEETING

During the year under review, the Company convened an Extra-Ordinary General Meeting ("EGM") for seeking the approval of the shareholders for the re-appointment of Mr. Somnath Chatterjee (DIN: 00172364) as the Managing Director of the Company.

The Notice convening the EGM was duly dispatched to the shareholders on 2^nd March, 2026. The remote e-voting facility remained open up to Wednesday, 25^th March, 2026. Upon completion of the voting process and receipt of the Scrutinizer’s Report, the results of the EGM were declared on 26th March, 2026. The shareholders approved the appointment of Mr. Somnath Chatterjee as the Managing Director of the Company with the requisite majority.

The Board was duly constituted with an appropriate balance of executive and non- executive directors, independent directors and a woman director

During the year, Mr. Gauri Prosad Sarma (DIN: 09107885) was appointed as Additional Director with effect from May 24, 2025. Upon receiving shareholder approval at the Annual General Meeting held on July 30, 2025, his appointment was regularized as Non-

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A requisite certificate from a Practicing Company Secretary confirming that none of the Directors of the Company were debarred or disqualified from being appointed or continuing as Directors of any company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any other statutory authority is attached as Annexure - 4 and forms an integral part of the Directors’ Report.

INDEPENDENT DIRECTOR

As of March 31,2026, the Board comprises of Seven Independent Directors, each bringing diverse expertise and experience across various fields. Detailed information of the Directors is provided in the relevant section of the Corporate Governance Report. All Independent Directors had submitted declarations confirming their independence pursuant to Section 149(7) of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and in accordance with Regulation 16 of the SEBI Listing Regulations, as amended from time to time. The Company had also received confirmations from all Independent Directors regarding their registration with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, pursuant to Section 150 and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, all Independent Directors possess the requisite qualifications, expertise, and proficiency as prescribed under Section 150(1) of the Companies Act, 2013, and the applicable rules. They are individuals of high integrity and reputation, meet all conditions specified under the Act and the Rules,

and continue to remain independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors had been familiarized with their roles, rights, and responsibilities through various programs, including industry insights relevant to the Company’s operations. Details of the presentations and familiarization programs attended by the Directors are available on the Company’s website: https://www.barooahs.com/ familiarizationprogrammee.html.

MEETING OF THE INDEPENDENT DIRECTORS

In accordance with the requirements of Section 149(8) read with Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held on 14^th February 2026, without the presence of non-independent Directors and members of the management. All Independent Directors attended the said meeting. The activities prescribed under Paragraph VII of Schedule IV to the Act were duly carried out during the meeting.

MEETING OF THE BOARD OF DIRECTORS

The Board met seven times during the year ended 31^st March 2026. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board had constituted the following Committees of Directors in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations:

(a) Audit Committee,

(b) Nomination and Remuneration Committee,

(c) Stakeholders Relationship Committee, and

(d) Share Transfer Committee.**

The detailed composition of these Committees, along with the number of meetings held and the attendance of members, is provided in the Corporate Governance Report.

During the year under review, there were no instances where the Board did not accept the recomendations of the Audit Committee.

**It may be noted that the Share Transfer Committee of B & A Limited was dissolved pursuant to the approval of the Board of Directors at its meeting held on 14^th February, 2026, considering that the constitution of the said Committee is non-mandatory under the applicable provisions of law and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

The Company had formulated a comprehensive Nomination and Remuneration Policy (“NRC Policy”) that outlines the key principles for evaluating the integrity, qualifications, expertise, and experience of individuals considered for appointment as Directors, Key Managerial Personnel (KMPs), and Senior Management Personnel (SMPs). The primary objectives of the NRC Policy are:

(i) to ensure that the appointment and removal of Directors, KMPs, and SMPs are in strict

compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

(ii) to establish clear criteria for evaluating the performance and determining the remuneration of Directors, KMPs, and SMPs;

(iii) to adopt industry best practices for attracting and retaining top talent; and

(iv) to promote diversity within the Board.

The Policy also provides a framework for conducting effective performance evaluations of the Board, its Committees, and individual Directors, which may be carried out by the Board itself, the Nomination and Remuneration Committee, or an independent external agency, along with a mechanism to monitor implementation and compliance. It is noteworthy that there were no changes to the NRC Policy during the year under review.

This policy is available on the Company’s website at the following link: https://www.barooahs.com/ policies/remuneration-policy.pdf

ANNUAL PERFORMANCE EVALUATION

Pursuant to Section 134(3) of the Companies Act, 2013, read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in line with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) vide Circular No. SEBI/HO/CFD/ CMD/CIR/P/2017/004 dated January 5, 2017, the Company had established a comprehensive framework for evaluating the performance of the Board, its Committees, and individual Directors.

The evaluation process encompasses various parameters including, inter alia, attendance at Board and Committee meetings, familiarity with the Company’s business, inter-personal communication among Board members, active and effective participation, domain expertise, adherence to the Code of Conduct, and strategic vision.

Detailed criteria and methodology for performance evaluation are available on the Company’s website at the following link:https://www.barooahs.com/ policies/remunerationpolicy.pdf.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has established a robust Whistle Blower Policy and Vigil Mechanism. This mechanism is designed to empower Directors, employees, and other stakeholders to confidentially report concerns related to breaches of the Code of Conduct, financial irregularities, suspected or actual fraud, unethical or unlawful activities, as well as matters concerning health, safety, and the environment. The policy ensures that adequate safeguards are in place to protect whistleblowers from any form of retaliation or victimization. It also allows for direct access to the Chairman of the Audit Committee in appropriate cases, ensuring that all concerns are addressed independently and impartially.

The aforesaid policy may be accessed at the website of the Company at http://www.barooahs.com/ policies/vigilmechanism.pdf.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Your Company has over the years established a comprehensive internal control system, which is continuously evaluated and enhanced through the implementation of new and revised standard operating procedures. This internal control framework is well-aligned with the size, scale, and complexity of the Company’s operations. Its primary objective is to ensure the efficient utilization and safeguarding of the Company’s resources, the accuracy and reliability of financial reporting, and full compliance with applicable laws, regulations, and internal procedures.

Business risks and corresponding mitigation plans are reviewed at regular intervals, ensuring proactive risk management. The internal audit process

encompasses a thorough evaluation of all critical and high-risk areas. Key functions undergo rigorous review, and audit reports are promptly shared with the Management to facilitate timely corrective actions, where necessary. The primary focus of the internal audit is to assess business risks, test and evaluate internal controls, and review operational processes. Additionally, controls are benchmarked against industry best practices to drive continuous improvement. During the year under review, internal financial controls were effectively implemented through well-documented policies, guidelines, and procedures.

The Company’s internal control systems are periodically tested and reinforced through a comprehensive internal audit program conducted by independent firms of Chartered Accountants. These audits are planned and executed based on the Company’s internal risk management framework.

Significant findings arising from the audits are presented to the Audit Committee of the Board and are reviewed in accordance with the guidelines issued by the Institute of Chartered Accountants of India (ICAI) on internal financial controls. Where necessary, corrective measures are recommended for implementation. Furthermore, the Statutory Auditors had issued an unmodified opinion on the Company’s financial reporting process in their report on the financial statements for the financial year 2025-26, reaffirming the robustness and reliability of the Company’s financial controls.

RISK MANAGEMENT

The Board of Directors of the Company (‘‘the Board’’), along with the Risk Cell constituted by the senior management team under the leadership of the Managing Director, periodically reviewed the business risks faced by the Company and the associated mitigation measures. Although the Company is not required to constitute a Risk Management Committee under applicable laws, the Board and the Risk Cell collectively oversee the risk management function. The Risk Management Policy and details of the composition of the Risk Cell are available on the Company’s website under the policy section: https://barooahs.com/policy.html.

MAINTENANCE OF COST RECORDS

The Company maintains its cost accounts and records in accordance with the specifications prescribed by the Central Government under Section 148(1) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, in respect of its tea business.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and are operating effectively.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Clause (c) of sub section 3 of Section 134 of the Companies Act, 2013, your Directors confirm that:

i) in the preparation of the annual accounts, for the year ended 31^st March 2026, the applicable accounting standards had been followed along with the proper explanations relating to material departure, 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 for the year ended 31^st March 2026 and of the profit and loss of the Company for that period;

iii) the Directors had 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) the Directors had prepared the annual accounts 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 were operating effectively; and

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

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Board had adopted a Policy on Related Party Transactions, to determine the materiality of transactions with related parties and strategy for dealing with the same. The policy is in conformity with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, and has been reviewed and amended by the Board of Directors from time to time.

The said policy is available at the website of the Company at the following web-link:http//www. barooahs.com/policies/policies/policy-onrelated-party-transactions.pdf.

In accordance with clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts and arrangements entered into with related parties during the financial year under review are provided in Form AOC-2, attached as Annexure - 5, which forms an integral part of the Directors’ Report.

SUBSIDIARY COMPANY

The Company’s subsidiary, B & A Packaging India Limited, which is engaged in the production of high-quality paper sacks and flexible laminates, performed satisfactorily during the financial year ended 31^st March 2026. For the said financial year, the Company recorded a gross turnover of Rs. 14,218.81 lakhs (previous year: Rs. 13,099.13 lakhs) and a profit before tax of Rs. 990.09 lakhs (previous year: Rs. 1366.11 lakh).

DEPOSIT

The Company has no outstanding deposit as on 31^st March 2026.

STATUTORY AUDITORS

As per the Provisions of the Companies Act 2013, the Company has appointed M/s. Salarpuria &

Partners, Chartered Accountants (FRN: 302113E), having their office at 7, Chittaranjan Avenue, Kolkata - 700 072 as Statutory Auditors of the Company for a period of five years commencing from 2025-26 until the conclusion of Annual General Meeting (AGM) of the Company to be held in the year 2029-2030.

STATUTORY AUDITORS’ OBSERVATIONS

The auditors’ report on the financial statements for the financial year ended March 31,2026 is an Unmodified report and did not contain any qualification, report of fraud, reservation, adverse remark or disclaimer and do not call for any further comments.

COST AUDITORS

M/s. Mou Banerjee & Co., Cost and Management Accountants (FRN 000266) was appointed as Cost Auditors to carry out the Cost Audit of the applicable business of the Company for the financial year ended 31^st March 2026. They are eligible for reappointment for the financial year 2026-27.

SECRETARIAL AUDITORS

The provisions of Section 204 of the Companies Act, 2013 mandates secretarial audit of the Company by a Company Secretary in Practice. The Board appointed M/s T. Chatterjee & Associates, Practicing Company Secretaries (FRN P2007WB067100) as the Secretarial Auditor for a period of 05 years commencing from the financial year 2025-26. The Secretarial Audit Report is attached with the Board’s Report as Annexure-6. There was no qualification, reservation, adverse remark or disclaimer in the report.

DETAILS OF MATERIAL AND SIGNIFICANT ORDERS

There was no material order against the Company by any Regulator, Court or Tribunal impacting the going concern status of the Company.

A Scheme of Amalgamation between the Company and Buragohain Tea Company Ltd approved by the respective shareholders of both the Companies has been challenged by a shareholder and is pending

adjudication before appellate side of the Hon’ble Guwahati High Court.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Pursuant to section 134(3) of the Act’ read with Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is attached with the Board’s Report as Annexure - 7.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Details of loans, guarantees or investments made by your Company under section 186 of the Act’ during the financial year 2025-26 are appended as Annexure - 8 to this report.

MATERIAL CHANGES AND COMMITMENTS

Your Directors confirm that there were no material changes and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

EMPLOYEE RELATIONS

One of the key strengths of your Company is its people. As of 31^st March 2026, the Company employed approximately 4386 permanent employees across its gardens and offices, all of whom share a passion for excellence. Their performance is strengthened by a solid foundation of knowledge, expertise, and experience. The Company's Human Resources (HR) policies are designed to develop the potential of each employee. In line with this objective, a comprehensive set of HR policies is in place, aimed at attracting, retaining, and motivating employees across all levels of the organization.

The Employee Relations remained cordial throughout the year and your Directors wish to convey their gratitude and place on record their appreciation for all executives, staff and workers at all levels for their hard work, solidarity, cooperation and dedication during the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual harassment in line with the requirements of the Sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act’) and the rules framed thereunder. Internal Committees (IC) have been set up to redress complaints received regarding sexual harassment.

The details of sexual harassment complaints for the year under review are enumerated as below:

No. of Complaints outstanding from previous year : Nil

No. of Complaints received : Nil

No. of Complaints disposed of : Nil

During the year under review, no complaint of sexual harassment was received by the Company and the policy is available on https://www.barooahs. com/policies/poMcy-on-prevention-of-sexual-harassment.pdf.

OTHER DECLARATION

Your Directors state that during the year under review:

(i) The Company made no scheme or provision of money for the purchase of its own shares by Employees/ Directors or by trustees for the benefit of Employees/Directors.

(ii) The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise; and

(iii) Neither any application was made by the Company nor any proceeding was pending under the Insolvency and Bankruptcy Code, 2016

(iv) Disclosure with respect to details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reason thereof was not applicable.

(v) The Company confirms compliance with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder.

ACKNOWLEDGEMENT

The continued co-operation and support of our loyal customers enabled the Company to better understand their unique needs and consistently deliver maximum customer satisfaction. Our employees at all levels were central to our growth, and their hard work, dedication, and commitment helped the Company navigate various challenges. We are equally grateful to our vendors, who, as part of our global network, played an essential role in reinforcing the presence of the B&A brand across markets. The Company also acknowledges with sincere gratitude the support extended by regulatory authorities, bankers, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, and other stakeholders. Their guidance and oversight were instrumental in upholding transparency, strengthening governance, and fostering sustainable growth.