Your Directors are pleased to present the Eighty Ninth ("89th") Annual Report, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended on 31st March, 2023.

FINANCIAL RESULTS

The Company's financial performance, for the year ended on 31st March, 2023, is summarized below:

FINANCIAL HIGHLIGHTS AND REVIEW OF OPERATIONS

During the financial year ended on 31st March, 2023, your Company has reported a standalone EBITDA of ' 3,328.37 Lakhs against ' 4,113.93 Lakhs during the previous year. Total standalone Income from Operations has increased to ' 42,160.04 Lakhs as against ' 36,840.63 Lakhs in the previous year. Operational matters have been discussed in detail under 'Management Discussion and Analysis', forming part of this Report.

SHARE CAPITAL

As on 31st March, 2023, the paid up share capital of the Company was ' 3,344 Lakhs comprising 2,13,42,346 Ordinary shares of ' 10/- each and 12,10,000 Preference shares of ' 100/- each. The Ordinary shares of the Company are presently listed with the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

During the year under review, the Company has not issued any share capital.

DIVIDEND AND TRANSFER TO RESERVES

For the financial year ended on 31st March, 2023, your Directors have not recommended any dividend to conserve resources and retain the earnings. The Board of Directors of your Company has also decided not to transfer any amount to the Reserves for the year under review.

INVESTMENT IN GILLANDERS HOLDINGS (MAURITIUS) LIMITED, A WHOLLY OWNED FOREIGN SUBSIDIARY OF THE COMPANY

During the period under review, the Company had invested USD 5,50,000 (United States Dollar Five Lakhs Fifty Thousand Only) by subscribing to 6,04,396 fully paid-up equity shares of USD 0.91 each of Gillanders Holdings (Mauritius) Limited, a Wholly Owned Foreign Subsidiary of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the year under review, as stipulated under Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') is presented below forming part of this Annual Report. The industry structure, development, performance, opportunities, threats, outlook, risk and concerns, internal control systems and its adequacy, financial performance with respect to operational performance and material developments in human resource and industrial relations have been discussed in the paragraphs to follow.

Textile Division

The year under review witnessed one of the major crisis in the spinning industry resulting from poor demand for spun yarn from both domestic and export market. The main reasons for this crisis were uncertain geopolitical situation resulting from Russia-Ukraine war and huge fluctuation in prices of basic raw material. The Russia - Ukraine war also resulted in the economic crisis in major textile importing countries resulting in poor international demand. The overall textile exports for the year under review is estimated to be down by 19% and the imports are estimated to be up by 29% as compared to previous year. The prices of basic raw material continued its increasing trend in the first quarter but thereafter it started witnessing sharp corrections affecting the demand for textiles adversely. In view of poor demand for yarn the spinning mills were forced to operate at lower capacity during the major part of the year. In line with the industry trend your company also has to reduce its capacity utilisation by about 17 %. The production during the year was 5718 MT. The above factors resulted in losses / margin erosion for the spinning sector.

Though the prices of basic raw material are gradually stabilising, the geo-political situation is yet to normalise and the consequent subdued demand may adversely affect the performance of the division in the current year as well.

Tea Division

Global Tea production in the calendar year 2022 was lower by around 23 million Kgs. compared to the previous year with India and China being the major gainers, whereas major losers were Sri Lanka, Uganda, Kenya and Malawi. All India Tea production in 2022 was 1,365.23 million Kgs. as against 1,343.06 million Kgs. in the previous year. Your division reported a production of 7.8 million Kgs. compared to 7.7 million Kgs. in the preceeding year.

Average Tea Prices at auction centers in North India witnessed an increase of around ' 10/- per Kg. compared to previous year. During the year under review your division reported increase in tea prices by more than ' 23/- per Kg. as compared to previous years' due to improvement in quality and good demand for Quality Tea. Your Directors believe that Quality teas will continue gaining prominence in near term and will thrust on further improving the quality in the current year.

During the period under review, total export from India was higher by 15.46% from the previous year. Your division reported significant increase in exports by 31% as compared to previous years. Given the prevailing geo-political and economic conditions in the world and Sri Lanka expected to coming into normal crop, Indian exporter may face challenges to maintain the growth in the current year. Your division is hopeful of stable performance in the current year as we are exploring new export markets.

All six factories of your Division are certified under ISO 22000:2018 and are also certified under Trustea.

As stated in previous report, your Directors are continuing their thrust in mechanization of various field practices and conservation of energy. During the year under review, profitability of the Division also impacted by rising cost of wages, power and fuel and agro-chemicals. With inflationary trend your Division is expecting further increase in cost during the year under review. However, with improvement in yield and quality, your division expects a stable performance in the current year.

Engineering (MICCO) Division

Engineering (MICCO) Division basically carries out projects related to construction/execution in EPC (Turnkey) mode as well on Non-Turnkey mode mainly in the Steel Industry and Process Plants. During the first half of the financial year 2022-23, we were able to wither the residual impact of Covid-19 to a large extent and were able to successfully close old projects.

During the period under review, Engineering (MICCO) Division has been able to achieve better turnover of around ' 4,078 Lakhs as compared to the previous year. By sustained efforts, your Division won orders for New Projects worth Rs. 5,286 Lakhs.

In spite of facing stiff competition for project in Steel sector, your division is sailing quite well backed up by the rich technical experience, cost optimization and vendor development. Consequent to thrust of Indian government on infrastructure various expansion / upgradation projects are being planned by steel companies which will facilitate growth of the division. Your Directors are hopeful of a better performance during the current year.

Property Division

The Division has reported revenue which is higher compared to previous year. Continuous efforts are being made to increase the occupancy of 'Gillander House', the property which generates rental income for your division. The Real Estate sector for commercial use has not shown any significant recovery, during the year under review. However, with the locational advantage of 'Gillander House' and recent repairs & renovation, we expect an increase in occupancy in the coming years. Negotiations are on with existing corporate tenants, banks and others for an increase in their occupancy and continuous effort are being made to identify new tenants. The division has always been on the forefront in following fire safety policies and we also conduct fire safety drills at regular intervals. We are hopeful that the Division will perform reasonably well in the coming years.

Details of Significant Changes in the Key Financial Ratios & Return on Net Worth

As per the Schedule V to the SEBI Listing Regulations read with Regulation 34(3) of the SEBI Listing Regulations, details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in Key Financial Ratios and any changes in Return on Net Worth along with detailed explanations therefore, are given below:

The significant changes as reflected in the ratios during the year are majorly due to better realization from debtors and repayment of long term debts and unsecured loans. For detailed explanation, please refer to

Note no. 55 of the Notes to Standalone Financial Statements for the financial year ended 31st March 2023. Internal financial control systems and their adequacy

Your Company has adequate Internal Financial Control Systems in all areas of operation. Your Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its businesses, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. Internal Audits are conducted by Independent firms of Chartered Accountants and the reports are discussed with the operational heads by the CFO, Managing Director and Executive Director & CEO of the Company, and thereafter, placed before the Meetings of the Audit Committee of the Board of Directors. Representatives of the Statutory Auditors, Cost Auditors and Internal Auditors are also invited at the Meetings of the Audit Committee as and when required. Corrective measures suggested at the Audit Committee Meetings are duly implemented.

The Audit Committee of the Board also reviews the adequacy of Internal Financial Control Systems at regular intervals. No fraud has been reported by the Statutory Auditors, Branch Auditors, Secretarial Auditor, Cost Auditors or Internal Auditors of the Company.

Human Resources and Industrial Relations

The Company has laid down the process for attracting, retaining and recognizing talent as it acknowledges the importance of good Human Resources. Company has cordial relation with employees and there is mutual respect and admiration for each other. The Directors wish to record their appreciation for the co-operation received from all employees. Industrial relation was good.

Cautionary Statement

Management Discussion and Analysis Report contains forward-looking statements, which are based on certain assumptions and expectations of future events. The Company's actual results and performance may differ from those projected due to unforeseen circumstances viz., political, economic, pandemic etc., over which the Company does not have any control. The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, information or events. Readers are advised to apply their diligence and independent judgment.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements for the financial year ended on 31st March, 2023, prepared as per the provisions of the Companies Act, 2013 (hereinafter referred to as 'the Act'), Rules framed therein and the applicable Accounting Standards are provided in the Annual Report.

SUBSIDIARY/ASSOCIATE COMPANIES

Gillanders Holdings (Mauritius) Limited, Mauritius, the Direct Foreign Subsidiary, reported a loss before tax of ' 20.20 Lakhs, against loss of ' 16.42 Lakhs, during the previous year. No significant operational activities have been undertaken by the said Subsidiary during the year under review.

For the financial year ended on 31st March, 2023, Naming'omba Tea Estates Limited, Malawi (NTEL), a step-down Foreign Subsidiary, has reported EBITDA loss of ' 153.02 Lakhs, against an EBITDA profit of ' 623.31 Lakhs for the previous year. Consequent to the devaluation of local currency i.e Malawi Kwacha by Reserve Bank of Malawi on 26th day of May, 2022, the company accounted foreign exchange losses in this financial year.

NTEL is engaged in growing and processing of Tea and Macadamia. NTEL is a step-down foreign subsidiary of the Company, and it has not sold, disposed off or leased any asset of more than 25% of the assets on an aggregate basis during the year under review.

Tea production of NTEL for the year under review was 1.96 million Kgs, compared to last year's production of 2.10 million Kgs. Whereas, Macadamia (N I H) production of NTEL was 2.20 million Kgs against last year's production of 2.20 million Kgs. There was a devastating cyclone named 'Freddy' in Malawi in March, 2023, causing loss of property and crops.

During the year under review, your Company did not have associate/joint venture. A separate section on the performance and financial position of the Subsidiaries in Form AOC-1, forms part of the Annual Report.

FIXED DEPOSITS

As on 31st March, 2023 an amount of ' 1,202.70 Lakhs was outstanding as fixed deposit from the public and Shareholders of your Company.

Matured Fixed Deposits for ' 6.22 Lakhs remained unpaid and unclaimed as on 31st March, 2023, out of which Fixed Deposit for ' 1.50 Lakhs has been claimed and was repaid till date. There was no default in repayment of deposits and in payment of interest thereon.

All Fixed Deposits have been accepted in compliance with the requirements of the Companies Act, 2013 and Rules framed therein. No order has been passed by the National Company Law Tribunal / National Company Law Appellate Tribunal for extension of time for repayment nor has any penalty been imposed by the said Authorities.

DIRECTORS

Mr. Arun Kumar Kothari (DIN: 00051900) will retire in the ensuing Annual General Meeting, and being eligible, offers himself, for re-appointment. The Board of Directors recommends his re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors had re-appointed Mr. Arvind Baheti (DIN: 08094824) at their meeting held on 10th February, 2023, as an Independent Director of the Company, subject to approval of Members by way of a Special Resolution at the ensuing Annual General Meeting of the Company, for a second term of 5 (five) consecutive years commencing from 28th March, 2023 to 27th March, 2028 (both days inclusive).

The Company has provided the details of the Directors seeking re-appointment as per requirement specified in Regulation 36(3) of the SEBI Listing Regulations in the Notice convening the 89th Annual General Meeting of the Company.

The Company has received declarations from all Independent Directors of the Company, that they meet the criteria of Independence and they have complied with the Code for Independent Directors, as prescribed both under the Act and SEBI Listing Regulations, and the Code of Conduct for Directors and Senior Management Personnel, formulated by the Company.

The details of programmes for familiarization / training of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters can be accessed on the website of the Company at: https://www. gillandersarbuthnot.com/pdf/pc/familiarizationp-id.pdf

DIRECTORS' RESPONSIBILITY STATEMENTYour Directors state that:

a) in the preparation of the annual accounts for the financial year ended on 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) internal financial controls has been laid down so that the same can be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

KEY MANAGERIAL PERSONNEL

As on the date of this Report, Mr. Mahesh Sodhani (DIN: 02100322), Managing Director, Mr. Manoj Sodhani (DIN: 02267180), Executive Director and Chief Executive Officer, Mr. Niraj Singh, Chief Financial Officer and Mr. Rajat Arora (FCS-12068), Company Secretary & Compliance Officer are the Key Managerial Personnel ('KMP') of your Company.

There has not been any change in Key Managerial Personnel during the Financial Year ended on 31st March, 2023.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance confirming compliance with the conditions stipulated under the SEBI Listing Regulations, which forms part of the Annual Report, is attached to this Report and marked as Annexure V. Certificate on Corporate Governance, as stipulated in the said Regulations, issued by CS K.C. Dhanuka, Practising Company Secretary (FCS 2204, CP No. 1247) and Proprietor of K.C. Dhanuka & Co. is also attached to this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. No material contract / arrangement/ transaction were entered into with any Related Party.

The Policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: https://www.gillandersarbuthnot.com/pdf/pc/policy-materiality.pdf. Your Directors draw attention of the Members to Notes to the standalone financial statements which set out related party disclosures as per the Act, SEBI Listing Regulations and the Accounting Standards.

CORPORATE SOCIAL RESPONSIBILITY

Your Company tries to address the needs of people by taking sustainable initiatives in the areas of promoting education, health care and setting up of homes and hostels for women and orphans. During the year under review, the Company could not undertake any CSR activities, since the average net profit of the Company during the 3 immediately preceeding financial years was negative.

The CSR Policy of the Company may be accessed on the Company's website at: https://www. gillandersarbuthnot.com/pdf/pc/policy-csr.pdf

The Annual Report on Corporate Social Responsibility activities is annexed herewith and marked as Annexure I.

RISK MANAGEMENT

The Company has laid down a procedure to inform the Board Members, on a periodic basis, about the identified risks and the steps taken to mitigate and minimize the same. The Company has already identified and assessed major elements of risks, which may adversely affect the various Divisions of the Company. The Management reviews the identified risks, including assessment of the said risks and procedures, which are being implemented for monitoring, mitigating and minimization of the said risks.

AUDITORS

M/s. JKVS & Co., Chartered Accountants having Firm Registration No. - 318086E, who were appointed as Statutory Auditors of the Company at the 86th Annual General Meeting of the Company, for a term of 5 (five) consecutive years upto the conclusion of the 91st Annual General Meeting of the Company to be held in the calendar year 2025, shall continue to be the Statutory Auditors of the Company.

M/s. Neha Bothra & Co., Chartered Accountants having Firm Registration No. - 326938E, were appointed as Branch Auditors of the Company at the 88th Annual General Meeting of the Company, for a term of 5 (five) consecutive years upto the conclusion of the 93rd Annual General Meeting of the Company to be held in the calendar year 2027, shall continue to be the Branch Auditors of the Company.

AUDITORS' REPORT

Auditors' Report to the Members of the Company does not contain any qualification or adverse remark. Financial Statements and the notes thereon are self-explanatory and need no further explanations.

COST AUDITORS

On the recommendation of the Audit Committee, and in compliance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, your Board had appointed M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata to conduct the audit of the cost records of the Company for the financial year ending on 31st March, 2024.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate Resolution seeking your ratification of the Remuneration of the said Cost Auditor appointed for the year ending on 31st March, 2024, is appearing in the Notice convening the 89th AGM of the Company.

SECRETARIAL AUDIT AND AUDITOR'S REPORT

The Board had appointed CS K.C. Dhanuka, Practicing Company Secretary (FCS 2204, CP No. 1247), to conduct Secretarial Audit of the Company for the financial year ended on 31st March, 2023. Secretarial Audit Report ('Form No. MR-3') for the financial year ended on 31st March, 2023 is annexed herewith to this Report and marked as Annexure II. The Secretarial Audit Report does not contain any qualification/ adverse remark/observation.

OTHER DISCLOSURES Committees of the Board

At present, the Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Finance Committee

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Report.

Evaluation of the board

The performance evaluation of the Board, it's Committees and of individual Directors was made by way of structured questionnaire and the Directors were satisfied with the evaluation process. At a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees may be accessed on the website of the company at: https://www.gillandersarbuthnot.com/pdf/pc/ nomination-remuneration-policy.pdf. The recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

Whistle Blower Policy

The Company has in place a Whistle Blower Policy in compliance with the provisions of the Act and SEBI Listing Regulations. The said Policy provides for a formal vigil mechanism for all employees and Directors of the Company, to report to the Chairman of the Audit Committee of the Company, genuine concerns or grievances about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy also provides adequate safeguards against victimization. The whistle blower policy may be accessed on the Company's website at: https://www.gillandersarbuthnot.com/pdf/pc/policy-whistleb.pdf. Your Board affirms that no person has been denied access to the Chairman of the Audit Committee.

Meetings of the Board

Four Meetings of the Board of Directors were held during the year. For details relating to composition and dates of meetings please refer to Clause II D of the report on Corporate Governance, which forms part of this Annual Report.

Secretarial Standards

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Particulars of Loans, Guarantees or Investments

The details of Loans, Corporate Guarantees and Investments, if any made during the financial year have been disclosed in the Notes to Financial Statements of the Company.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Act, is annexed herewith and marking as Annexure III.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as on 31st March, 2023, is available on the Company's website and that can be accessed at https://www.gillandersarbuthnot. com/meet-sh.php

By virtue of amendment to Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of this Report.

Particulars of Employees and related disclosures

Disclosures pertaining to Remuneration with other details and a statement showing the names of top ten employees in terms of remuneration drawn, as required under Section 197(12) of the Act read with Rule

5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed herewith and marked as Annexure IV.

There was no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time / Executive Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Credit Ratings

Your Company has obtained credit ratings for bank loans and fixed deposit scheme from Care Ratings Limited, Mumbai (CARE). CARE vide its letter dated 28th September, 2022, had given CARE BBB : Stable, CARE BBB : Stable/ CARE A3 and CARE A3 , Stable, rating for the Company's long term/short term bank facilities respectively and CARE BBB : Stable for fixed deposit scheme.

Equity Shares in the IEPF Suspense Account

As on 1st April, 2022, 3,627 aggregate number of shareholders representing 3,93,154 number of fully paid up Ordinary shares were lying in the IEPF suspense account. During the financial year 2022-2023, no shares were transferred to the IEPF suspense account. As on 31st March, 2023, 3,93,105 numbers of fully paid up Ordinary shares aggregating 3,626 shareholders were lying in the IEPF suspense account. The voting rights on these shares remains frozen till the rightful owner of such shares claims the same.

Unpaid/Unclaimed Dividends - Transfer to Investor Education and Protection Fund (IEPF)

There was no dividend pending to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

Material Changes

There have been no material changes and commitments affecting the financial position of the Company since the close of the financial year i.e., 31st March, 2023. Further, there has been no change in the nature of business of the Company.

Disclosure pertaining to Sexual Harassment of Women

The company has in place a Policy for Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was pending at the beginning of the year, no complaint was received during the year, and hence, no complaint was pending at the end of the year.

General

Your Directors states that no significant or material orders were passed by the Regulators or Courts or Tribunals or quasi-judicial body, which may impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENT

The Board wishes to place on record their appreciation for the co-operation, support and valuable services received from the employees, shareholders, banks, government agencies and all other stakeholders.

For and on behalf of the BoardA. K. Kothari

Place: Kolkata Chairman

Date: 12th May, 2023 DIN: 00051900