Notes to Accounts of Warren Tea Ltd.

Mar 31, 2018

1. Company Overview

Warren Tea Limited is engaged in the growing, harvesting, manufacture and sale of tea. The Company operates with seven tea estates situated in Assam and sells tea in bulk both in domestic and international markets. The Company is listed on the Bombay and Calcutta Stock Exchanges.

2. Statement of Compliance with Ind AS

These financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) as contained in Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other elevant provisions of the Companies Act, 2013 (the Act). The financial statements up to the year ended 31^st March 2017were preparedin accordancewith the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act. The financial statements for the year ended 31st March, 2018 are the first financial statements of the Company under Ind AS. Comparative figures relating to previous year and on the date of transition have also been prepared in accordance with Ind AS. The date of transition to Ind AS is 1st April, 2016.

Rights, preferences and restrictions attached to shares

The Company has only one class of shares being Equity Shares having a par value of Rs.10/- each. All equity shares rank paripassu in all respects including voting rights, entitlement to dividend and repayment of capital.

3. Under the Assam Fixation of Ceiling of Land Holding Act, 1956, undeveloped lands,approximately 2145 hectares (Previous Year - 2145 hectares) have been vested in the State Government. Necessary adjustments in respect of land compensation will be made in the accounts on settlement of the same.

4. Post Employment Defined Benefit Plans

The Company operates defined Benefit Schemes like Gratuity, Superannuation, Pension and Additional Retiral Benefit Plans based on current salaries in accordance with the Rules of the Funds/Plans.

In terms of Accounting Policies enumerated in Note 30 the following Table sets forth the particulars in respect of Defined Benefit Plans of the Company forthe year ended 31st March, 2018 arising out of actuarial valuations:

5. Segment Information

(i) The Companyis engaged in the integrated process of growing, harvesting, manufacturing and sale of Black Tea during the year and has identified one operating segment i.e, Tea.

* Non-Current Assets excludes Financial Assets, Deferred Tax Assets and Post Employment Benefit Assets. Figures of Previous Year are indicated in Italics within brackets “( )”

(iii)The Company has entered into transactions with a single external customer exceeding 10% of the Turnover of the Company.

6. Figures of Previous Year and as on Transition Date have been regrouped or rearranged, wherever necessary

1. The above Cash Flow Statement has been prepared in accordance with Ind AS 7. 2 The Notes referred to above form an integral part of the Cash Flow Statement.

2. Previous year’s figures have been regrouped or rearranged, wherever necessary.

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Mar 31, 2016

Rights, preferences and restrictions attached to shares

The Company has only one class of shares being Equity Shares having a par value of Rs.10/each. All equity shares rank pari passu in all respects including voting rights, entitlement to dividend and repayment of capital.

1236531 Equity Shares of Rs. 10/- each allotted during the financial year 2012-13 by way of fully paid-up Bonus Shares only to the public shareholders to the exclusion of promoters in the ratio of 7 Equity Shares for every 10 Equity Shares of the Company.

1 The Remuneration payable to Mr. Vinay K Goenka, Chairman and Mr. S. K. Ghosh, Managing Director have been provided for in the accounts in accordance with of their service contracts as approved by the Shareholders. However, in view of inadequacy of profits during the year, their respective bonus being part of contractual remuneration though provided for in full in the accounts exceed by Rs.29.51 and Rs.12.80 respectively of the limits prescribed by Section 197 read with Schedule V of the Companies Act, 2013. Necessary applications have been filed with the Central Government under Sections 197 & 198 of the Companies Act, 2013 for their approvals which are awaited.

2 Post Employment Defined Benefit Plans

The Company operates defined Benefit Schemes like Gratuity, Superannuation, Pension and Additional Retrial Benefit Plans based on current salaries in accordance with the Rules of the Funds/Plans.

In terms of Accounting Policies enumerated in Note 27 the following Table sets forth the particulars in respect of Defined Benefit Plans of the Company for the year ended 31st March, 2016 arising out of actuarial valuations:

3 Segment Reporting

(i) The Company is engaged in the integrated process of growing, harvesting, manufacturing and sale of Black Tea during the year and hence no primary segment reporting is considered under Business Segment.

(ii) Geographical Segments have been considered for disclosure as the Secondary Reporting Segment based on sales in domestic markets and exports.

Figures of Previous Year are indicated in Italics within brackets “( )”

4 Previous year''s figures have been regrouped or rearranged, wherever necessary.

Signatures to Note Nos. 1 to 27

5. The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard - 3 on Cash Flow Statement.

6. The Notes referred to above form an integral part of the Cash Flow Statement.

7. Previous year''s figures have been regrouped or rearranged, wherever necessary.

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Mar 31, 2015

(1) Segment Reporting

(i) The Company is engaged in the integrated process of growing, harvesting, manufacturing and sale of Black Tea and in carrying on the business of real estate. No primary segment reporting is considered for real estate business under business segment since it does not qualify for reporting as per Accounting Standard 17. Hence no primary segment reporting is considered under Business Segment.

2 Previous year's figures have been regrouped or rearranged, wherever necessary.

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Mar 31, 2014

1 Post Employment Defined Benefit Plans

The Company operates defined Benefit Schemes like Gratuity, Superannuation, Pension and Additional Retiral Benefit Plans based on current salaries in accordance with the Rules of the Funds/Plans.

In terms of Accounting Policies enumerated in Note 24 the following Table sets forth the particulars in respect of Defined Benefit Plans of the Company for the year ended 31st March, 2014 arising out of actuarial valuations:

Post Employment Contribution Plan

During the year an aggregate amount of Rs. 553.38 (Previous Year - Rs. 511.10) has been recognised as expenditure towards Provident Fund, defined contribution plan of the Company.

2 Related Party Disclosures (i) Names and Relationship

Relationship Name Associate Maple Hotels and Resorts Private Limited

Significant Influence by Key Warren Industrial Limited Management Personnel DPIL Limited Sectra Plaza Private Limited Suvira Properties Private Limited Warren Steels Private Limited

Key Management Personnel Mr. Vinay K. Goenka (Executive Chairman) Mr. S. K. Ghosh (Managing Director)

Relative of a Key Management Mr. Vivek Goenka Personnel

3 Segment Reporting

(i) The Company is engaged in the integrated process of growing, harvesting and sale of Black Tea only and hence no Primary Segment Reporting is considered under Business Segment.

(ii) Geographical Segments have been considered for disclosure as the Secondary Reporting Segment based on sales in domestic markets and exports.

1. The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard -3 on Cash Flow Statement prescribed under the Companies Act, 1956.

2. The Notes referred to above form an integral part of the Cash Flow Statement.

3. Previous year''s figures have been regrouped or rearranged, wherever necessary.

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Mar 31, 2012

Rights, preferences and restrictions attached to shares The Company has only one class of shares being Equity Shares having a par value of Rs. 10/- each. All equity shares rank pari passu in all respects including voting rights, entitlement to dividend and repayment of capital.

1014153 Equity Shares of Rs. 10/- each allotted as fully paid-up for consideration otherwise than in cash at par in terms of the Schemes of Arrangements for Amalgamation in Financial Year 2007-08.

1 The Company''s Board of Directors has approved a Scheme of Arrangement for demerger of seven of its tea estates in Assam with effect from 1st April, 2011. Necessary applications have since been filed with the stock exchanges. Further procedural steps are underway and appropriate effect thereof will be incorporated in the Accounts upon approval of regulatory authorities and complition of requisite formalities pending which, the effect of operations of such seven tea estates have been included in these financial statements.

2 (a) The Board of Directors decided on 16th February, 2012 to close with effect from the close of business hours of 31st March, 2012 its Travel Division reported as a separate segment as per Accounting Standard 17

3 Revaluation of all Plantation Assets excluding depreciable Assets was conducted in 2001-02 by approved Valuers appointed by the Company. In evaluating such Assets, the Valuers carried out physical inspection, verification and analysis of plantation areas and valued the same on a conservative basis. The resultant incremental amount of Rs. 3627.43 was incorporated in the Accounts as on 31st March, 2002 and credited to the Revaluation Reserve Account.

4 Pursuant to an Agreement dated 8th October, 2002, Tippuk Tea Estate located in Doom Dooma sub-district in Assam was acquired by the Company as a going concern with effect from 1st October, 2002 and possession and operations have been taken over by the Company effective from the same date. Conclusion of the Deed of Conveyance is in process.

5 Under the Assam Fixation of Ceiling of Land Holding Act, 1956, undeveloped lands, approximately 3745 hectares (Previous Year - 3745 hectares) have been vested in the State Government. Necessary adjustments in respect of land compensation will be made in the accounts on settlement of the same.

6 Contingent Liabilities

(a) Claims not acknowledged as debts 20.50 20.50

(b) Sales Tax Demands in dispute (under Appeals) 335.22 249.06

(c) Agricultural Income Tax Demands in dispute 2838.72 2838.72 (under Appeals/pending before Gauhati High Court)

7 Provident fund contribution of Rs. 41.07 Lakhs on enhanced value of food grain concession provided to plantation workers in tea estates in Assam pursuant to circular of the Assam Tea Plantation Provident Fund and Pension Fund Scheme & D.L.I. Scheme had not been deducted and paid in view of a stay granted by the Hon''ble Gauhati High Court on same grounds which has since been deducted and paid fully.

8 Post Employment Defined Benefit Plans

The Company operates defined Benefit Schemes like Gratuity, Superannuation, Pension and Additional Retiral Benefit Plans based on current salaries in accordance with the Rules of the Funds/Plans.

In terms of Accounting Policies enumerated in Note 25 the following Table sets forth the particulars in respect of Defined Benefit Plans of the Company for the year ended 31st March, 2012 arising out of actuarial valuations:

9. Segment Reporting

(i) Business Segments have been considered as Primary Segment for disclosure. The integrated process of growing, harvesting, manufacturing and sale of Black Tea and Travel related activities are denoted as "Tea" and "Travels" respectively which comprise Reportable Business Segments in accordance with the Accounting Standard — 17.

(ii) Geographical Segments have been considered for disclosure as the Secondary Reporting Segment based on Sales in domestic markets and Exports.

* after adjusting provision for diminution in the value of investments - Nil (Previous Year - Rs.100.50)

Figures of Previous Year are indicated in Italics within brackets "[ ]"

10. Previous year''s figures have been regrouped or rearranged, wherever necessary.

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Mar 31, 2011

(Rs. in 000's)

1 Revaluation of all Plantation Assets excluding depreciable Assets was conducted in 2001-02 by approved Valuers appointed by the Company. In evaluating such Assets, the Valuers carried out physical inspection, verification and analysis of plantation areas and valued the same on a conservative basis. The resultant incremental amount of Rs. 362743 was incorporated in the Accounts as on 31st March, 2002 and credited to the Revaluation Reserve Account.

2 Pursuant to an Agreement dated 8th October, 2002, Tippuk Tea Estate located in Doom Dooma sub-district in Assam was acquired by the Company as a going concern with effect from 1st October, 2002 and possession and operations have been taken over by the Company effective from the same date. Conclusion of the Deed of Conveyance is in process.

(b) Balance of Excise Duty Relief Right has been amortised during the year.

3 Issued, Subscribed and Paid-up Capital both for current and previous year includes :

(a) 5419153 Equity Shares of Rs.10/- each allotted as fully paid-up for consideration otherwise than in cash at par in terms of the Schemes of Arrangements for Amalgamation.

(b) 4550070 Equity Shares of Rs.10/- each allotted as fully paid-up Bonus Shares by capitalisation of General Reserve.

(c) Number of Equity Shares held by Warren Tea Holdings Limited, UK (Holding Company upto February, 2011) - Nil ; (Previous Year - 5730386)

4 Under the Assam Fixation of Ceiling of Land Holding Act, 1956, undeveloped lands, approximately 3745 (Previous Year - 3745) hectares have been vested in the State Government. Necessary adjustments in respect of land compensation will be made in the accounts on settlement of the same.

5 Contingent Liabilities

(a) Claims not acknowledgedasdebts 2050 2224

(b) Sales Tax Demandsindispute (under Appeals) 24906 21949

(c) Agricultural Income Tax Demandsindispute 283872 - (under Appeals /pending before Gauhati High Court)

6 Post Employment Defined Benefit Plans

The Company operates defined Benefit Schemes like Gratuity, Superannuation, Pension and Additional Retiral Benefit Plans based on current salaries in accordance with the Rules of the Funds/Plans.

In terms of Accounting Policies enumerated in Note 24 the following Table sets forth the particulars in respect of Defined Benefit Plans of the Company for the year ended 31st March, 2011 arising out of actuarial valuations:

7 Segment Reporting

(i) Business Segments have been considered as Primary Segment for disclosure. The integrated process of growing, harvesting, manufacturing and sale of Black Tea and Travel related activities are denoted as "Tea" and "Travels" respectively which comprise Reportable Business Segments in accordance with the Accounting Standard - 17.

(ii) Geographical Segments have been considered for disclosure as the Secondary Reporting Segment based on Sales in domestic markets and Exports.

8 Previous year's figures have been regrouped or rearranged, wherever necessary.

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Mar 31, 2010

1. Revaluation of all Plantation Assets excluding depreciable Assets was conducted in 2001-02 by approved Valuers appointed by the Company. In evaluating such Assets, the Valuers carried out physical inspection, verification and analysis of plantation areas and valued the same on a conservative basis. The resultant incremental amount of Rs. 362743 was incorporated in the Accounts as on 31st March, 2002 and credited to the Revaluation Reserve Account.

2. Pursuant to an Agreement dated 8th October, 2002, Tippuk Tea Estate located in Doom Dooma sub-district in Assam was acquired by the Company as a going concern with effect from 1st October, 2002 and possession and operations have been taken over by the Company effective from the same date. Conclusion of the Deed of Conveyance is in process.

4. Issued, Subscribed and Paid-up Capital both for current and previous year includes :

(a) 5419153 Equity Shares of Rs.10/- each allotted as fully paid-up for consideration otherwise than in cash at par in terms of the Schemes of Arrangements for Amalgamation.

(b) 4550070 Equity Shares of Rs.10/- each allotted as fully paid-up Bonus Shares by capitalisation of General Reserve.

(c) 5730386 Equity Shares held by the Holding Company - Warren Tea Holdings Limited, U.K.

5. Under the Assam Fixation of Ceiling of Land Holding Act, 1956, undeveloped lands, approximately 3745 (Previous Year - 3745) hectares have been vested in the State Government, Necessary adjustments in respect of land compensation will be made in the accounts on settlement of the same.

(Rs. in 000s)

Current Year Previous Year Rs. Rs.

6. Contingent Liabilities

(a) Claims not acknowledged as debts 2224 2224

(b) Sales Tax Demands in dispute ( under Appeals) 21949 17252

7. Post Employment Defined Benefit Plans

The Company operates defined Benefit Schemes like Gratuity, Superannuation, Pension and Additional Retiral Benefit Plans based on current salaries in accordance with the Rules of the Funds/Plans.

In terms of Accounting Policies enumerated in Note 24 the following Table sets forth the particulars in respect of Defined Benefit Plans of the Company for the year ended 31st March, 2010 arising out of actuarial valuations:

8. Related Party Disclosures

(i) Names and Relationship Relationship Holding Company

Name Warren Ten Holdings Limited

Significant Influence by Key Management Personnel

Warren Industrial Limited DPIL Limited

Sectra Plaza Private Limited Suvira Properties Private Limited Warren Steels Private Limited

Key Management Personnel

Mr. Vinay K. Goenka (Executive Chairman) Mr. S. K. Ghosh (Managing Director)

Relative of a Key Management Personnel

Mr. Vivek Goenka