Directors Report of Cupid Breweries & Distilleries Ltd.

Mar 31, 2025

Your directors hereby present the 39^th Annual Report on the business and operations of Cupid
Breweries and Distilleries Limited (“the Company”) (Formerly known as Cupid Trades and
Finance Limited) together with the Audited statements of Accounts for the financial year ended
on 31^st March 2025.

1. Financial Results/Financial highlights

Particulars	2024-25	2023-24
Revenue from Operations	57,60,995	-
Other Income	30,57,678	96,54,558
Total Revenue	88,18,673	96,54,558
Total Expenditure	1,38,47,866	1,05,19,921
Profit Before Depreciation, exceptional items and Tax	-49,83,463	-8,44,509
Less: Depreciation and amortization expense	45,730	20,853
Profit before exceptional items and Tax	-50,29,193	-8,65,362
Profit before tax	-50,29,193	-8,65,362
Less: provision for Tax	-	-22,680
Profit after Tax	-50,29,193	-8,88,042
Profit for the period carried to the balance sheet	-50,29,193	-8,88,042
Add: Balance Brought forward from previous year	-	-
Less: Equity/preference Dividend paid for previous year	-	-
Adj: Gain on re-measurement of defined benefit plans	-	-
Balance available for disposal	-	-
Balance carried to Balance Sheet	-50,29,193	-8,88,042

2. Overview of Company Operations and Performance

i. Company Overview:

After the Revocation of suspension from trading in the securities, the Company has been relisted on
BSE Limited on December 03, 2024 and now the Company is focused on expanding its brewing and
distillery business across India and on at a global level to mark its footprint across the globe. Below
are the key highlights of the Company''s operations and Management initiatives.

ii. Strategic Initiatives and Achievements

a. Change in the object of the Company

As part of the revival strategy, the new management has revised the main object of the Company.
The primary business activity of the Company has been shifted from trading and financial services
to the brewing industry, aligning it with the Company''s renewed focus and future growth plans.

b. Change of name of the Company

To reflect the change in business activity and ensure alignment with its core operations, the name of
the Company has been changed from Cupid Trades & Finance Limited to Cupid Breweries and
Distilleries Limited.

c. Revocation of BSE Suspension order

In alignment with the objective to revive the Company, the management had submitted a
comprehensive revival plan to the Executive Committee of BSE. After a detailed review of the
submissions made before the Forensic Auditor and BSE, BSE, vide its notice dated November 28,
2024, approved the revocation of suspension in the trading of the Company’s securities with effect
from December 03, 2024.

d. Business updates:

i. Crochet Industries Limited

The Company, in its Extraordinary General Meeting held on March 04, 2025, approved the
acquisition of Crochet Industries Private Limited (CIPL) for consideration other than cash, i.e.,
through a swap of equity shares by acquiring up to 100% and forming a wholly owned subsidiary.
However, in the Board Meeting held on April 11, 2025, the Company have acquired 97.83% stake in
CIPL through a swap of equity shares, thus making it a Subsidiary of the Company.

With the acquisition of CIPL and conversion of the unsecured loan of Erramilli Venkatachalam
Prasad, Rodrigues Bhagvandas Lily, and Samavedam Sri Venkata Rajeswara Rao into 10,10,591
equity shares, Mr. Erramilli Venkatachalam Prasad and Dr. Lily Bhagvandas Rodrigues have
acquired more than 26% of equity shares and voting rights of the Company, triggering the open
offer.

ii. Investment in Martin Judds Microbreweries Private Limited

The Company, at its Board Meeting held on February 07, 2025, approved the acquisition of
approximately 10.72% equity stake in Martin Judds Microbreweries Private Limited (“MJMPL”)
through equity investment.

This strategic acquisition of shares in MJMPL engaged in the same line of business is aimed at
supporting the Company''s ongoing business expansion and growth initiatives.

In the Board Meeting held on June 18, 2025, as a part of the execution of the adopted Business Plan,
the Board decided to acquire the assets of MJMPL to have its own license.

3. DIVIDEND:

The Company has not declared any dividend during the year under review.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves during the year under review.

5. SHARE CAPITAL:

The Company, in its Extraordinary General Meeting held on March 04, 2025, increased the
authorized share capital from Rs. 1,00,00,000 divided into 10,00,000 equity shares of face value
of Rs. 10/- each to Rs. 63,00,00,000 divided into 6,30,00,000 Equity shares of face value of
Rs. 10/- each.

As on April 11, 2025, the issued, subscribed, and paid-up equity share capital of the Company
was Rs. 51,98,30,020/- (Rupees Fifty-One Crore Ninety-Eight Lacs Thirty Thousand and
Twenty Only) divided into 5,19,83,002 (Five Crore Nineteen Lac Eighty-Three Thousand and
Two Only) equity shares of face value of Rs. 10/- each. During the year under review, the
Company has allotted 5,10,23,002 equity shares to Promoter and Non-Promoter on a
preferential basis pursuant to conversion of unsecured loan into equity shares and swapping of
equity shares with the shareholders of Crochet Industries Private Limited.

Further, the Company has neither bought back any of its securities nor issued any sweat equity
shares or bonus shares nor provided any stock options to its employees during the year under review.

6. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review, the Company did not have any Subsidiaries, Joint Ventures, or
Associate Companies. However as on the date of signing of this Report, the Company has one
material subsidiary, i.e., Crochet Industries Private Limited.

Further the Company had set up a wholly owned subsidiary in Uzbekistan; however due to its
negative net worth, the Capital infusion could not be undertaken.

Form AOC-1 as required under Section 129(3) is attached as Annexure II.

7. DEPOSIT:

During the year under review, the Company has not accepted any deposits within the meaning
of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of
Deposits) Rules, 2014.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Company has made investment and paid advances which are disclosed in notes to account,
forming part of the Financial Statement for the year ended March 31, 2025.

9. COMPLIANCE WITH SECRETARIAL STANDARDS ON THE BOARD AND GENERAL
MEETINGS:

During the year under review, the Company has complied with the Secretarial Standards 1 and 2
issued by the Institute of Company Secretaries of India applicable for Board Meetings and General
Meetings, respectively, except in a few cases where Secretarial Standard 1 has not been complied
with.

10. RELATED PARTY TRANSACTIONS:

The Company has adequate policies and procedures for the identification and monitoring of
Related Party Transactions. All the transactions entered into with the Related Parties during the
year under review were on an arm’s length basis and were in the ordinary course of business.
The Company has presented all Related Party Transactions before the Audit Committee and
Board, specifying the nature, value, and terms and conditions of the transaction.

There have been no materially significant related party transactions with the Company’s
Promoters, Directors, and others as defined in Section 2(76) of the Act, which may have a
potential conflict of interest with the Company at large. Disclosure in Form AOC-2 is annexed
herewith as “Annexure III”. Your attention is drawn to the related party disclosure made in the
notes contained under the financial statements for the year ended March 31, 2025 of the
Company.

The Company has framed a Policy on the Materiality of Related Party Transactions and on
dealing with Related Party Transactions in accordance with the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the Act as
amended from time to time. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and the Related
Parties. The policy is available on the website of the Company at www.cupidalcobev.com.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

The Board of Directors of the Company in their Board Meeting held on April 11, 2025, acquired
4,40,25,010 equity shares of Crochet Industries Private Limited through share swap.

12. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS, OR
TRIBUNALS IMPACTING THE GOING CONCERN AND THE COMPANY’S
OPERATIONS:

a. The Company had made a Compounding application before the Regional Director, Western
Region, Mumbai, for the delay in conducting the Annual General Meeting of the Company
for the FY 2022-23. The Regional Director, vide its final order dated February 12, 2025,
imposed compounding fees of Rs. 1,00,000 on the Company and Rs. 75,000 each on Mr.
Erramilli Venkatachalam Prasad, Managing Director, and Mr. Samavedam Sri Venkata
Rajeswara Rao, Non-Executive Director of the Company. The Company and the Directors
paid the Compounding fees within time, and the matter now stands closed.

b. In order to revive the Company, the new management presented in detailed future business
plan of the Company before the Committee of BSE. The BSE had appointed a Forensic
Auditor and, after reviewing the detailed report submitted by the Forensic Auditor and all the
documents, supporting and explanation given by the Company, the BSE vide its order dated
November 28, 2024, revoked the suspension from trading in the securities of the Company
and the securities of the Company were relisted on BSE Limited w.e.f. December 03, 2024.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

In accordance with the provisions of the Act, the following changes have taken place in the
composition of the Directors during the year under review:

1. Mr. Erramilli Rishab was appointed as an Additional Non-Executive Director w.e.f. June
28, 2024, and was regularized as a Non-Executive Director in the 38^th Annual General
Meeting of the Company held on September 27, 2024.

2. Mr. Parag Mitra was appointed as an Additional Independent Director in the Board Meeting
held on August 09, 2024, and regularized as an Independent Director in the 38^th Annual
General Meeting of the Company held on September 27, 2024. Further, Mr. Parag Mitra
tendered his resignation as an Independent Director on February 04, 2025, due to his
personal reasons.

3. Mr. Erramilli Venkatachalam Prasad stepped down from the position of Chief Executive
Officer in the Board Meeting held on January 15, 2025; however, he continues to act as the
Chairman cum Managing Director of the Company.

4. Mr. Arun Kumar L tendered his resignation as an Independent Director with effect from
December 09, 2024, due to his personal reasons.

5. Mr. Sajid Bijnori and Mr. Ajay Gandeja were appointed as an Additional Independent
Directors of the Company in the Board Meeting held on March 07, 2025. As shareholders
approval could not be placed within stipulated time, their office felt vacant on June 06,
2025; they were re-appointed as Additional Independent Directors in the Board Meeting
held on June 18, 2025, subject to the approval of the shareholders.

In terms of section 152 of the Act, Dr. Lily Bhagvandas Rodrigues, Director of the Company, is
liable to retire by rotation at the ensuing 39^th Annual General Meeting and, being eligible, offers
herself for re-appointment. It is ascertained that the Directors'' appointment is subject to the non¬
disqualification mentioned under sections 164 and 165 of the Act. A brief profile of the Director
seeking re-appointment is given in Annexure-I of the Notice and is part of the Annual Report.

During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company.

The Board confirms that none of the Directors of the Company are disqualified from being
appointed as Directors in terms of section 164 of the Act, and a necessary declaration has been
obtained from all the Directors in this regard.

KEY MANAGERIAL PERSONNEL:

1. Mr. Sachin Rawat was appointed as a Company Secretary and Compliance Officer of the
Company w.e.f. August 09, 2024.

2. Mr. Subhash Kanojia tendered his resignation from the position of Chief Financial Officer
(CFO) of the Company. Subsequently, Mr. Naresh Tadikonda was appointed as CFO with
effect from September 27, 2024. However, Mr. Naresh Tadikonda tendered his resignation
from the position of CFO with effect from May 31, 2025.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid
down in Section 149 (6) of the Act, along with Rules framed thereunder and Regulation 16(1)(b) of
SEBI Listing Regulations. There has been no change in the circumstances affecting their status as
Independent Directors. The Independent Directors have also confirmed that they have complied
with the Company’s Code of Conduct.

The Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014, that
the Independent Directors are persons of repute and integrity and possess the relevant expertise and

experience (including proficiency) in their respective fields. The Independent Directors possess the
requisite qualifications, experience, and expertise.

In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have
also confirmed their registration (including renewal of applicable tenure) and compliance with the
online proficiency self-assessment test (unless exempted) with the Indian Institute of Corporate
Affairs (IICA).

15. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Independent Directors are regularly informed during meetings of the Board and its
Committees on the business strategy, business activities, and regulatory updates. Whenever
Directors are appointed, they are given a detailed orientation on the Company, industry, strategy,
policies, Code of Conduct, regulatory matters, business, financial matters, and human resource
matters of the Company.

The Company has a familiarization program for the Independent Directors to familiarize them with
the business model of the Company, their roles, rights, and responsibilities in the Company, the
nature of the industry in which the Company operates, and related matters.

16. COMPOSITION OF THE BOARD:

The Company has a mix of Executive, Non-Executive, and Independent Directors including
Woman Director. All the members of the Board are competent and are persons of repute with
strength of character, professional eminence, and have the expertise in their respective
disciplines to deal with the management functions of the company.

The composition of the Board of Directors as at 31^st March, 2025

Sr. No.	Name of Director	Executive/ Non— Executive/ Independent	No. of Directorships Held in Public Limited Companies (Including this Company)	#Committee(s) position (Including the Company)
				Member	Chairperson
1	Mr. Erramilli Venkatachalam Prasad	Chairman cum Managing Director	2	0	0
2	Dr. Rodrigues Bhagvandas Lily	Non¬ Executive - Non¬ Independent Director	2	0	0

3	Mr. S V Rajeswara Rao Samavedam	Non¬ Executive Director - Non¬ Independent Director	2	1	1
4	Mr. Erramilli Rishab	Additional Director	2	0	0
5	Mr. Arpit Shah	Non¬ Executive - Independent Director	1	2	0
6	Mr. Ninad Dhuri	Non¬ Executive Independent Director	1	1	0
7	Mr. Sajid Bijnori	Additional Independent Director	1	2	0
8	Mr. Ajay Gandeja	Additional Independent Director	1	0	1

# Unly the Audit Committee and the Stakeholders Relationship Committee have been
considered as per Regulation 26 of SEBI Listing Regulations.

17. MEETINGS:

During the year under review, the Board of Directors met 11 times. In case of business
exigencies or urgency of matters, resolutions were passed by circulation. The notice and agenda
with notes on each agenda item for the Board Meeting were circulated as per the provisions of the
Act and Articles of Association of the Company.

The gap between the two consecutive board meetings was within the prescribed period of 120 days
as specified under the provisions of Section 173 of the Act and the SEBI Listing Regulations.

Sr. No	Date of Board Meeting	Total No. of Directors associated as on the date of the meeting	No. of directors attended
1	09.04.2024	6	4
2	14.05.2024	6	6
3	27.05.2024	6	6
4	30.05.2024	6	5
5	18.07.2024	7	5
6	09.08.2024	7	5
7	27.09.2024	8	6
8	14.11.2024	8	5
9	15.01.2025	7	7

10	07.02.2025	6	5
11	07.03.2025	6	6

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met on December 18, 2024, without the presence of
the Executive Director and the Senior Management team of the Company. The meeting was
attended by all the Independent Directors, and an overall performance review was carried out.

18. AUDIT COMMITTEE:

During the year under review, the composition of the Audit Committee was reconstituted on
need-to-need basis in the Board Meetings.

Initially, the Committee comprised Mr. Arun Kumar L, Mr. Ninad Dhuri, Mr. Samavedam Sri
Venkata Rajeswara Rao, and Mr. Arpit Shah.

The composition was revised in the Board Meeting of the Company held on September 27,
2024 and Mr. Arun Kumar L was appointed as the Chairman of the Audit Committee.

The composition was further revised through a circular resolution passed on November 13,
2024, to include Mr. Parag Mitra as the Chairman of the Audit Committee in place of Mr. Arun
Kumar L.

On December 09, 2024 Mr. Arun Kumar L resigned from the Board of the Company and
ceased to be the member of Audit Committee.

Further on February 04, 2025, Mr. Parag Mitra resigned from the position of Independent
Director of the Company and ceased to be the Chairman of the Audit Committee. Subsequently,
in the Board meeting held on March 07, 2025, the Committee was reconstituted by the
following appointments of Mr. Ajay Gandeja as Chairman and Mr. Sajid Bijnori as a member
of the Committee.

Current Composition of Audit Committee:

Sr No	Name of Members	Category
1	Ajay Gandeja	Chairman
2	Sri Venkata Rajeswara Rao Samavedam-	Member
3	Sajid Bijnori	Member
4	Arpit Shah	Member
5	Ninad Dhuri	Member

During the year under review, the Audit Committee met seven times, namely on April 09, 2024,
May 27, 2024, May 30, 2024, July 18, 2024, November 14, 2024, January 15, 2025, and
February 07, 2025.

Terms of Reference:

Pursuant to section 177 of the Act and SEBI Listing Regulations, the terms of reference of
the Audit Committee are mentioned below:

i. Oversight of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient, and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the
company;

iii. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

iv. Reviewing, with the management, the annual financial statements and auditor''s report thereon
before submission to the board for approval, with particular reference to:

• matters required to be included in the director’s responsibility statement to be included in the
Board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by
management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Modified opinion / Qualification in the draft audit report;

v. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval;

vi. reviewing and monitoring the auditor’s independence, performance, and effectiveness of the audit
process;

vii. Formulating a policy on related party transactions, which shall include the materiality of
related party transactions;

viii. Approval or any subsequent modification of transactions of the listed entity with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the company, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage, and frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of
the audit, as well as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends), and creditors;

xviii. To review the functioning of the whistle-blower mechanism;

xix. Approval of appointment of Chief Financial Officer (i.e., the whole time Finance Director or
any other person heading the finance function or discharging that function) after assessing the
qualifications, experience, and background, etc. of the candidate;

xx. Reviewing the utilization of loans and/or advances from/investment by the holding company in
the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever
is lower, including existing loans/advances/investments existing as on the date of coming into
force of this provision;

xxi. To review the compliance with the provisions of Regulation 9A of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial
year and to verify that the systems for internal control are adequate and are operating
effectively;

xxii. To carry out any other function as mentioned in the terms of reference of the Audit Committee.
Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee),
submitted by management;

3. Management letters/letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal, and terms of remuneration of the Chief Internal Auditor shall be
subject to review by the audit committee;

6. Statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, the composition of the Nomination and Remuneration
Committee was reconstituted on two occasions.

Initially, the Committee comprised Mr. Ninad Dhuri, Mr. Arpit Shah, Mr. Sri Venkata
Rajeswara Rao Samavedam, and Mr. Arun Kumar L.

The composition of the Committee was revised through a circular resolution passed on
November 13, 2024, to include Mr. Parag Mitra as the Chairman of the Nomination and
Remuneration Committee.

On December 09, 2024 Mr. Arun Kumar L resigned from the Board of the Company and
ceased to be the member of Nomination and Remuneration Committee.

Further on February 04, 2025, Mr. Parag Mitra resigned from the position of Independent
Director of the Company and ceased to be the Chairman of the Nomination and Remuneration
Committee. Subsequently, in the Board Meeting held on March 07, 2025, the Committee was
reconstituted by the following appointments of Mr. Sajid Bijnori as a Chairman and Ajay
Gandeja as a member as a member of the Committee.

Current Comnosition of Nomination and Remuneration Committee:

Sr No	Name of Members	Category
1	Sajid Bijnori	Chairman
2	Sri Venkata Rajeswara Rao Samavedam-	Member
3	Ajay Gandeja	Member
4	Arpit Shah	Member
5	Ninad Dhuri	Member

During the year under review, the Nomination and Remuneration Committee met five times on
April 09, 2024, May 14, 2024, August 09, 2024, September 27, 2024, and March 07, 2025.

Terms of reference:

Pursuant to the SEBI Listing Regulations, the Company has revised the terms of reference of
the Committee. The revised terms of reference are:

i. Formulation of the criteria for determining qualifications, positive attributes, and independence
of a director and recommend to the board of directors a policy relating to the remuneration of
the directors, key managerial personnel, and other employees;

ii. Formulation of criteria for evaluation of performance of independent directors and the board of
directors;

iii. Devising a policy on the diversity of the board of directors;

iv. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommending to the board of
directors their appointment and removal;

v. Specify the manner for effective evaluation of performance of the Board, its committees, and
individual directors to be carried out either by the Board, by the Nomination and Remuneration
Committee, or by an independent external agency, and review its implementation and
compliance;

vi. Whether to extend or continue the term of appointment of the independent director, on the basis
of the report of the performance evaluation of the independent directors;

vii. Recommend to the board all remuneration, in whatever form, payable to senior management;

viii. To administer and supervise Employee Stock Options Schemes (ESOS), including framing of
policies related to ESOS and reviewing the grant of ESOS;

ix. Carrying out any other function as mentioned in the terms of reference of the Nomination and
Remuneration Committee.

Nomination and Remuneration Policy:

The Committee is in the process of formulating Nomination and Remuneration Policy, which
determines criteria, inter-alia, qualification, positive attributes, and independence of Directors
for their appointment on the Board of the Company and payment of remuneration to Directors,
Key Managerial Personnel, and other Employees. The Committee shall consider the following
attributes/criteria, whilst recommending to the Board the candidature for appointment as
Director.

- Qualification, expertise, and experience of the Directors in their respective fields;

- Personal, Professional, or business standing;

- Diversity of the Board

In case of re-appointment of Non-Executive Directors, the Board shall take into consideration
the performance evaluation of the Director and their engagement level.

Details of Remuneration Paid/Payable to Directors for the year ended March 31, 2025

The ratio of the remuneration of each director to the median employee’s remuneration and other
details in terms of sub-section 12 of Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the
statement containing particulars of employees as required under section 197(12) of the Act read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed herewith as Annexure IV.

20. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has set up the ''Stakeholders Relationship Committee'' to
align it with the provisions of Section 178 of the Act. The Committee has been constituted to
strengthen the investor relations and to inter-alia, look into issues relating to shareholders
grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of
Annual Report, issues concerning de-materialization, etc.

During the year under review, the composition of the Stakeholders’ Relationship Committee
was reconstituted.

Initially, the Committee comprised of Mr. Samavedam Sri Venkata Rajeswara Rao, Mr. Ninad
Dhuri, Mr. Arun Kumar L, and Mr. Arpit Shah.

Mr. Arun Kumar L tendered his resignation as an Independent Director w.e.f. December 09,
2024 and ceased to the member of the Committee.

In the Board meeting of the Company held on March 07, 2025, the composition was revised to
include Mr. Sajid Bijnori and to exclude Mr. Ninad Dhuri as a member of the Committee.

Purrpnt C''mnnndtinn nf StiikphnlHprs Rplntinnchin

Sr No	Name of Members	Category
1	Sri Venkata Rajeswara Rao Samavedam	Chairman
2	Sajid Bijnori	Member
3	Arpit Shah	Member

During the year under review, the Stakeholders Relationship Committee met one time on
February 07, 2025, and all committee members were present in the meeting.

21. BOARD EVALUATION:

Pursuant to the provisions of Schedule IV, clause VIII of the Act, the Board has carried out an
evaluation of its own performance, the directors individually, as well as the evaluation of the
working of its Audit Committee, Nomination & Remuneration Committees, and Stakeholders
Relationship Committee. The performance evaluations of Independent Directors were also
carried out, and the same was noted. Independent Directors, in their meeting, decided to bring
more transparency in their performance and bring more responsibility while taking any policy
decisions for the benefit of the shareholders in general.

22. COMPANY’S POLICY RELATING TO APPOINTMENT, PAYMENT OF
REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act and on the
recommendation of the Nomination & Remuneration Committee of the Company, the Board of
Directors had approved a Policy which lays down a framework for the appointment and
remuneration of Directors, Key Managerial Personnel, and other employees and their remuneration.
The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of
remuneration to Directors, Key Managerial Personnel, and other employees. The policy also
provides the criteria for determining qualifications, positive attributes, and Independence of the
Director, and criteria for appointment of Key Managerial Personnel/Senior Management while
making the selection of the candidates.

The Policy on Appointment and Remuneration of the Directors, as approved by the Board, is
available on the website of the Company at www.cupidalcobev.com.

23. AUDITORS AND AUDITORS’ REPORT:

The Members of the Company at the 38^th Annual General Meeting held on September 27,
2024, approved the appointment of M/s. H Rajen & Co, Chartered Accountants (Membership
No: 011307, Firm Registration No.108351W) as the Statutory Auditors of the Company for a
period of five years commencing from the conclusion of the 38th AGM until the conclusion of
the 43^rd AGM to be held in 2029.

No frauds have been reported by the Statutory Auditors during the year under review pursuant
to the provisions of Section 143(12) of the Act.

The Statutory Auditor of the Company have made following Observation in the Financial
Statements of the Company and Management submit response to the observation is as follows:

Some delays occurred in payment of TDS amounts, due to transition process being carried out,
post re-listing on account of Open Offer, Preferential Offer (Acquisition, Loan Conversion of
Promoters & Directors). However, it shall be paid at the earliest, and the management is
committed to strictly adhere all compliances within the stipulated time.

24. SECRETARIAL AUDIT AND SECRETARIAL AUDITOR’S REPORT:

Pursuant to provisions of section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Bhumika &
Co., Company Secretaries in practice, to undertake the Secretarial Audit of the Company.

The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith as
Annexure I. Observation in secretarial audit report and explanations by the board:

Sr. No.	Observation in Secretarial Audit Report	Explanations by the Board
1.	The Company filed certain forms beyond the due date by paying additional fees.	The delay was inadvertent and primarily due to procedural and technical reasons. The forms have since been duly filed with the payment of additional fees, thereby regularising the compliances.
2.	The Notice convening the Annual General Meeting (AGM) dated 27 September 2024 was not aligned with the requirements specified under the Listing Regulations.	The non-alignment was unintentional and occurred due to an oversight in drafting. The Company has since strengthened its review mechanisms to ensure that AGM Notices are fully compliant with the Listing Regulations in future.

3.	The appointment of an Additional Director in the Annual General Meeting (AGM) dated 27 September 2024 was approved via an ordinary resolution.	The resolution was inadvertently mentioned as an ordinary resolution instead of a special resolution. However, the resolution was passed with more than 75% votes cast in favour, thereby meeting the threshold required for a special resolution. The Company acknowledges the error in classification and assures that all such matters will henceforth be placed strictly in compliance with the applicable provisions of law.
4.	The Audited Financial Statements for the financial year ended March 31, 2024 were not approved within 60 days from the end of the financial year, as required under Regulation 33 of the Listing Regulations.	The delay was primarily due to the sudden resignation of the erstwhile Statutory Auditor before the approval of the financial statements. Consequently, the newly appointed Statutory Auditor, M/s. H. Rajen & Co., had to conduct the audit afresh from the beginning, which required additional time and was beyond the control of the Company. Notwithstanding the delay, the financial results were duly finalised and submitted with the stock exchanges. The Company has strengthened its internal processes to ensure strict adherence to the prescribed timelines going forward.
5.	The Company had passed a resolution to set up “Cupid Breweries and Distilleries LLC FE” at Bukhara City of Uzbekistan, on May 21, 2024, as its wholly owned subsidiary; however, no further corporate or operational actions have been taken.	The Company had set up a wholly owned subsidiary in Uzbekistan; however due to its negative net worth, the Capital infusion could not be undertaken therefore no further corporate or operational actions have been taken.
6.	Certain resolutions passed by the Board contain typographical errors, which may impact the clarity and interpretation of the resolutions.	The typographical errors were clerical in nature and did not affect the substance of the decisions taken by the Board. Necessary corrective measures have been initiated to avoid recurrence.
7.	Certain forms that were mandatorily required to be filed under the Act were not filed by the Company during the year.	The non-filing was unintentional and primarily due to oversight. The Company is in the process of filing the pending forms with the Registrar of Companies and has strengthened its compliance monitoring systems to prevent such lapses.

8.

The financial state ment of the Company for the FY 2023¬ 2024 was not signed by the Chief Financial Officer of the Company.

Though the new management had already taken charge of the management at the time of approval of Financial Statement for the FY 2023-24, the said CFO who was associated with the earlier management did not extend cooperation. The financial statements were duly signed by all other required signatories in compliance with the Act, and the Board assures that such instances shall not recur.

25. INTERNAL AUDITOR:

M/s. H. M. Shah & Co., the Internal Auditor of the Company reports to the Chairman of the Audit
Committee and to the Board. The Internal Auditor reviews and approves a risk-based annual
internal audit plan as per the scope, functioning, periodicity, and methodology for conducting the
internal audit.

26. REGISTRAR AND TRANSFER AGENT

During the year under review, your Company’s Registrar and Transfer Agent was Satellite
Corporate Services Private Limited.

27. INTERNAL CONTROL SYSTEMS:

The Company has internal financial controls as required under the Companies Act, 2013. However,
the company is entering into manufacturing activities directly, in-directly (through subsidiaries,
associate companies, partnerships, etc.,) broadly contract basis / outsourcing for the first time
during reporting period. The internal control systems are strengthening in line with these scaling up
future activities of the Company. The Board of Directors and the Audit Committee are actively
involved in this process of execution of the same time-to-time, as required.

28. ANNUAL RETURN:

As per the provisions of Section 92(3) and 134(3)(9) of the Act and the Companies (Management
and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the
year under review is available on the website of the Company www.cupidalcobev.com.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34(2) read with Para B of Schedule V of the SEBI Listing
Regulations, a detailed review of the operations, performance, and outlook of the Company and its
business is given in the Management Discussion and Analysis Report, which forms an integral part
of this Annual Report.

30. CORPORATE GOVERNANCE REPORT:

In pursuance to Regulation 15 (2) of the SEBI Listing Regulations, submission of the Corporate
Governance report does not apply to the listed companies which have:

a. paid up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty-five crore as on the last day of the previous financial year; or

b. have listed its specified securities on the SME Exchange.

Accordingly, the paid-up capital and net worth of the Company are below the prescribed limit
for mandatory applicability of Corporate Governance, and the Company has decided not to opt
for compliance with Regulation 27 (2) of SEBI Listing Regulations for the time being.

31. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 do not apply to the Company and hence, your Company is not required to adopt
the Corporate Social Responsibility Policy or constitute a Corporate Social Responsibility
Committee during the year under review.

32. VIGIL MECHANISM

The Company has the policy of vigil mechanism and whistleblower policy in place, and the
same is uploaded on the website of the Company at www.cupidalcobev.com.

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

The details of conservation of energy, technology absorption, etc., as required to be given under
Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, are
not applicable to the Company, since the Company has not commenced manufacturing
activities. As on the date of signing of this Report, the Company is in the process of setting up
factories.

The Company has paid an advance of Rs. 47.19 Lakhs in Foreign Currency to Steinecker
GmbH, German based Company to supply technology and equipment for halal-certified non¬
alcoholic beer, at the upcoming green field project at RAK, UAE.

34. DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 134 (5) of the Act, the Directors, to the best of their knowledge and
ability, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation by way of notes to accounts relating to material
departures;

b. the Directors have 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 of the financial year and of the profit or loss
of the Company for that period;

c. the Directors have 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;

d. The Directors have prepared the accounts on a “going concern basis”.

e. the directors had devised proper internal financial control to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all
the applicable laws and that such systems are adequate and operating effectively.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The provisions related to the formation of an internal committee for reporting instances of
sexual harassment are not applicable to the Company.

The Company has zero tolerance for sexual harassment at the workplace and has adopted a
policy against sexual harassment in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules framed
there under. The Company has not received any sexual harassment related complaints during
the year under review.

36. DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE
PERIOD, ALONG WITH THEIR STATUS AS OF THE END OF THE PERIOD

During the year under review and till the date of this Report, the Company has neither made any
application against anyone nor any proceedings pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

37. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS,
ALONG WITH THE REASONS THEREOF

The Company has not made an application for One Time Settlement (OTS) with any bank or
financial institution.

38. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor, review, and mitigate various
risks to key business objectives that may threaten the existence of the Company. The major risks
identified by the business and functions are systematically addressed through mitigating actions
continuously.

39. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost
Records under said Rules.

40. OTHER DISCLOSURES / CERTIFICATION

a. MD Certification under Regulation 17(8) of SEBI (LODR) Regulations, 2015

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Managing Director of the Company has certified the financial statements
and other matters prescribed therein.

Since the position of Chief Financial Officer was vacant as on the date of approval of this Annual
Report, the certification has been provided by the Managing Director only. The said certification is
annexed herewith as Annexure V and forms an integral part of this Report.

41. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and co¬
operation received from the Banks, Government Authorities, Customers, and Shareholders
during the year. Your directors also wish to take on record their deep sense of appreciation for
the committed services of the employees at all levels, which have made our Company
successful in the business.

For Cupid Breweries and Distilleries Limited
(Formerly Known as Cupid Trades and Finance Limited)

Sd/- Sd/-

Mr. Erramilli Prasad Venkatachalam Sri. Venkata Rajeswara Rao Samavedam

Chairman cum Managing Director Non-Executive Director

(DIN: 08171117) (DIN: 10347786)

Date: June 25, 2025
Place: Hyderabad

---

Mar 31, 2024

Your directors here by present the 38^thAnnual Report on business and operations of the
Cupid Breweries and Distilleries Limited (Formerly known as Cupid Trades and Finance
Limited) together with the Audited statements of Accounts for the financial year ended
on 31^st March 2024.

1. Financial Results/Financial highlights (Amt in Rs.)

Particulars	2023-24	2022-23
Profit Before Depreciation, exceptional items and Tax	-844509	-2459118
Less: Depreciation and amortization expense	20853	6008
Profit before exceptional items and Tax	-865362	-2465126
Profit before tax	-865362	-2465126
Less: provision for Tax	-22680	-141391
Profit after Tax	-888042	-2606517
Profit for the period carried to balance sheet	-888042	-2606517
Add: Balance Brought forward from previous year	-	-
Less: Equity/preference Dividend paid for previous year	-	-
Adj: Gain on re-measurement of defined benefit plans	-	-
Balance available for disposal	-	-
Balance carried to Balance Sheet	-888042	-2606517

2. Overview of Company Operations and Performance

i. Company Overview:

Cupid Breweries and Distilleries Limited, formerly known as Cupid Trades and Finance
Limited, have been actively pursuing for revival of its operations with a strategic emphasis
on expanding its brewing and distillation business. Significant strides have been made in key
areas for the revival, underscoring the company''s commitment to growth and enhanced
stakeholder value. Below are the key highlights of the company''s operations and
management initiatives.

ii. Strategic Initiatives and Achievements

a. Change in Management:

In October 2023, the Company underwent a significant transformation with the appointment
of a new management team. The board now comprises highly experienced and professional
directors and promoters, all dedicated to steering the company toward sustainable growth.
This leadership change has been pivotal in reshaping the company''s strategic direction.

b. Relocation of Offices:

To better align with its updated business objectives, the company has strategically relocated
its registered office and opened a corporate office. These are part of a comprehensive strategy
to optimize operations and enhance overall efficiency. Additionally, the company has opened
a new office for marketing purposes at the following address: First Floor, Haudin Road, off
Halasur Road, Bangalore 560042.

iii. Financial Commitment and Compliance:

The new management appointed Directors have demonstrated a strong commitment to the
Company''s revival by infusing over INR 2 crore into the business through loans which be
converted into equity shares at the face value of Rs. 10/- per shares duly approved by the
members / shareholders in the Annual General Meeting, which is pending for conversion as
date, resulting no shares held by the new management directors, and those funds were
instrumental in clearing major obligations, including SOP fines, ALF dues, tax liabilities, and
payments to statutory and regulatory authorities/bodies and for business strategic growth
and revenue generation assets building purposes.

To align with the new business objectives, the Company has changed the name of the
Company from Cupid Trades and Finance Limited to "CUPID BREWERIES AND
DISTILLERIES LIMITED." The Registrar of Companies approved the new name and issued
a Certificate of Incorporation pursuant to name change on July 2, 2024.

Amendments were made to the Memorandum of Association (MOA) and Articles of
Association (AOA) to align with the new business objectives.

To strengthen internal controls and compliance mechanisms, the new management has
appointed an internal auditor, statutory auditor, secretarial auditor, legal consultant, and
Finance & Accounts. These appointments underscore the company''s commitment to maintain
the highest standards of Corporate Governance.

iv. Updates on Steps for Revocation of Suspension from Trading

The Company has taken several steps to address the suspension from trading. After
submitting necessary documents and discussions with the concern departments of BSE Ltd,
the Company has complied with the delisting committee''s order dated January 5, 2024, by
paying the reinstatement, penalty, and annual listing fees for FY 2023-24 and submission of
necessary documents. BSE issued a letter on June 12, 2024, confirming that the previous show
cause notices were disposed off based on the Company''s representations.

As per Notice No. 20240416-29 dated April 16, 2024, no further action will be taken against
the company. Trading in the company''s equity shares will continue in the Trade-to-Trade
segment, subject to surveillance measures.

v. Operational Expansion and Revenue Generation
a. Focus on Core Business:

Cupid Breweries and Distilleries Limited (Formerly Known as Cupid Trades and
Finance Limited) is now primarily focusing on tapping the market of Alcobev products
to mark its footprints, by the time its own manufacturing units operational. Also
initiated trading of raw materials, intermediary products, consumables for Alcobev
industry. Simultaneously, working on procuring licenses for establishing its owned
factory units. In the process the Company is focusing on acquisition of Land for setting
up manufacturing units to produce Alcobev products. To support this focus, the
Company has established a 100% wholly-owned subsidiary, Cupid Breweries and
Distilleries LLC FE, in Bukhara City, Uzbekistan and plans are in pipeline to set up own
unit at Dubai area also. Additionally, Company is planning to bring German technology
for brewing Industries in India.

b. Revenue Generation Activities:

The Company has initiated immediate revenue-generating activities, through trading of
raw materials, intermediaries and consumables related to alcobev industries.
Additionally, Company is providing Marketing arrangement for supply of alcobev in
the local and international markets by partnering with manufacturing units spread
across PAN India and abroad.

vi. Strategic Investments and Future Projections

As part of the Company''s Financial Structure and Growth Plan, the new management has
taken several proactive measures to strengthen financial health and drive future growth.
The bad debt incurred during the tenure of the old management has been written off. The
Company has also secured shareholder''s approval for several key initiatives, including
taking loans from Directors and to convert these loans into equity through Preferential
issue, as approved during the AGM held on 9^th February 2024. Additional approval for
raising funds through Preferential Offers, secured/unsecured debentures or any such
securities on 9^th May 2024. Upon receiving approval for the revocation of suspension, the
Company will plan for fund raising means through preferential, private placement,
further issuance of equity, preference shares or debenture or convertible instruments or
any other form of securities permissible, which will be used to fund its factory setup,
production and manufacturing activities. These steps reflect the commitment of the new
management to improve the financial stability of the company and support its strategic
growth objectives.

The Company have identified certain immediate revenue generation assets in the key
business States of India, Viz., West Bengal, Odisha, Maharashtra, Karnataka, and Goa
which are in production of IMFL / Beer / Malt Spirit covering all products of Alcobev
Industry, to have PAN India Prescence as an aggressive player in the Alcobev Industry.
For which the envisaged total estimated Capital Expenditure is of Rs. 567.00 Crores ( /-
5%). With these investments the company may register a Sales Turnover of Rs.1516.60
Crore approximately. The Company''s keen to raise these funds through preferential and
or allowed means with all require permissions of the Regulators. Company is planning
to go ahead in structured, constructive manner to achieve its Business Goals with clear
Vision and Clarity of Approach with all its resources, and we are confident that BSE will
appreciate the committed efforts of the Company''s New Management and support with
timely permissions to make it reality.

c. Revenue:

The Company did not generate revenue from operations in FY 2023-24.

d. Financial Overview and Management Actions

As part of the Company''s Financial Structure and Growth Plan, the new management has
taken several proactive measures to strengthen financial health and drive future growth. The

3. DIVIDEND:

Your directors have not declared any dividend during the year under review due to loss
incurred.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

5. SHARE CAPITAL:

The issued, subscribed and paid-up capital of the Company is Rs. 9600000/- (Rupees
Ninety-Six Lacs Only) divided into 9,60,000 (Nine Lac Sixty Thousand) equity shares of
Rs. 10/- each. During the year under review, the Company has not issued shares or
granted stock options or sweat equity. There has been no change in the share capital of
the Company during the year.

6. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company has incorporated a wholly-owned Company Cupid Breweries and Distilleries
LLC FE on 21.05.2024 at Bukhara city of Uzbekistan, wherein as on date there is no share capital
infusion made by the Company. Further, Company is planning to set up the units in various
other countries where there are prospective opportunities. The details are provided in AOC-1
forming a part of ''Annexure III''

7. DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not disbursed any advances for any Loan, Guarantees or investment
opportunity within the industry, not exceeding the limit as specified in the Section 186 of
the Companies Act,2013.

9. COMPLIANCE WITH SECRETARIAL STANDARDS ON THE BOARD AND GENERAL
MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.

10. RELATED PARTY TRANSACTIONS:

All related party transactions entered during the financial year were conducted on an
arm''s length basis and in the ordinary course of business. Significant related party
transactions have been duly disclosed in the notes to the financial statements.

The details of contracts or arrangements entered into with related parties in Form AOC-2 is
provided in Annexure ''I'' forming part of this Board''s Report.

10. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

In October 2023, the Company underwent a significant transformation with the appointment

Company intends to diversify the business and hence, the Company has changed the name
from Cupid Trades and Finance Limited to "CUPID BREWERIES AND DISTILLERIES
LIMITED." The Registrar of Companies approved the new name on July 2, 2024.
Subsequently, to align with the new business object, Company has amended the
Memorandum of Association (MOA) and Articles of Association (AOA).

12. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR
TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATIONS:

The Company has complied with the delisting committee order of BSE Limited dated
05.01.2024 and has paid the reinstatement fees, penalty and Annual Listing fees for the
FY 2023-24. Subsequently BSE Limited has issued a letter dated 12.06.2024
L / SUR/ INV / KM/2024-25/ SHELL/ COMP /512361/1 stating that the earlier show cause
notices with relevant issues were disposed off as per Company''s representations.

As per Notice No. 20240416-29 of BSE dated 16-04-2024, it is noted that on account of
compliance requirement by the Company, no further action shall be taken against the
Company and trading in the equity shares of the Company will be continued in Trade to
Trade for other reason(s), subject to surveillance measures.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 the following changes
have been occurred during the financial year 2023-2024.

1. Mr. Erramilli Prasad Venkatachalam was appointed as an Additional Director on
9^th October, 2023 and was regularized as Chairman and CEO at the AGM on 9^th February
2024. On 14^th May, 2024, he was also appointed as Managing Director.

2. Mr. S. V. Rajeswara Rao Samavedam was appointed as an Additional Director on
10^th October, 2023 and was regularized as a Non-Executive Director at the AGM on
9^th February, 2024.

3. Ms. Asha Satpute resigned as an Independent Director and Members of the Committee
with effect from 8^th December, 2023.

4. Ms. Varsh Joshi resigned from her positions as Director, Chairperson/ Member of the
Committee & Board with effect from 8^th December, 2023.

5. Mr. Arun Kumar A. L. was appointed as an Additional Independent Director on
8^th December, 2023 and was regularized as an Independent Director at the AGM of the
Company held on 9^th February, 2024.

6. Dr. Rodrigues Bhagvandas Lily was appointed as an Additional Women Director on
8^th December, 2023 and was regularized as a Women Director at the AGM on 9^th
February, 2024.

7. Mrs. Meeta Maurya resigned from her positions as Director and Member of the
Committee & Board with effect from 15^th January, 2024.

8. Mr. Arpit Shah was appointed as an Additional Independent Director on 15^th January
2024 and was regularized as an Independent Director at the AGM on 9^th February 2024.

9. Mr. Krishna Kant Maurya resigned as Managing Director, Director, and Member of the
Committees with effect from 15^th February 2024.

10. Mr. Erramilli Rishab was appointed as an Additional Director on 28^th June 2024.

Company is in process to appoint a qualified candidate for Company Secretary.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.

15. COMPOSITION OF THE BOARD:

The Company has a mix of Executive, Non-Executive and Independent Directors. All the
members of the Board are competent and are persons of repute with strength of
character, professional eminence, having the expertise in their respective disciplines to
deal with the management functions of the company. The company is in the process of
appointing an additional Independent Director.

The composition of the Board of Directors as at 31^st March, 2024

Sr. No.	Name of Director	Executive/ Non— Executive/ Independent	No. of Directorships Held in Public Limited Companies (Including this Company)	#Committee(s) position (Including the Company)
				Member	Chairperson
1	Mr. Erramilli V enkatachalam Prasad	CEO, Chairman & Managing Director	1	0	0
2	Dr. Rodrigues Bhagvandas Lily	Non-Executive - Non¬ Independent Director, Promoter	1	0	0
3	Mr. S V Rajeswara Rao Samavedam	Non-Executive Director - Non¬ Independent Director	1	2	0
4	Mr. Erramilli Rishab	Additional Director	1	0	0
5	Mr. Arun Kumar AL	Non-Executive -Independent Director	2	2	0
6	Mr. Arpit Shah	Non-Executive -Independent Director	1	2	0
7	Mr. Ninad Dhuri	Non-Executive Independent Director	1	2	2

# Only Audit Committee and Stakeholders'' Relationship Committee has been
considered as per Regulation 26 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations")

16. MEETINGS:

Minimum four pre-scheduled Board meetings are held annually. In case of business
exigencies or urgency of matters, resolutions are passed by circulation. In the year 2023¬
24, 6 meetings of the Board of Directors were conducted. Where in proper notice, agenda
are dispatch to the Board Members. The maximum gap between the two consecutive
meetings is not more than 120 days.

Sr.No	Date of Board Meeting	Total No. of Directors associated as on the date of meeting	No. of directors attended
1	29.05.2023	5	5
2	14.08.2023	5	5
3	09.10.2023	5	5
4	08.12.2023	6	6
5	15.01.2024	7	8
6	14.02.2024	7	7

MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors met on December 08, 2023 without the presence
of the Executive Director and the Senior Management team. The meeting was attended
by all the Independent Directors and all overall performance review was carried out.

17. AUDIT COMMITTEE:

During the financial year, the composition of the Audit Committee was reconstituted on
need to need basis in Board meetings.

Initially, the Committee comprised Ms. Asha Satpute, Mr. Ninad Dhuri, and Mrs. Meeta
Maurya.

In the meeting held on 8^th October 2023, the composition was revised to include Sri
Venkata Rajeswara Rao Samavedam.

Subsequently, in the meeting on 8^th December 2023, the composition was further revised
to include Mr. Arun Kumar A L, following the resignation of Ms. Asha Satpute.

In the meeting held on 15^th January 2024, the Committee was reconstituted once more to
include Mr. Arpit Shah, following the resignation of Ms. Meeta Maurya.

During the year, four meetings of the Audit Committee were held on 29th May 2023,
14^th August 2023, 8^th December 2023 and 14^th February 2024.

Terms of Reference:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, the Company has revised the terms of reference of the Committee. The
revised terms of reference are:

i. Oversight of the company''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors
of the company;

iii. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor''s report
thereon before submission to the board for approval, with particular reference to:

• matters required to be included in the director''s responsibility statement to be included
in the Board''s report in terms of clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by
management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Modified opinion / Qualification in the draft audit report;

2. Reviewing, with the management, the quarterly financial statements before submission
to the board for approval;

3. reviewing and monitoring the auditor''s independence; performance, and effectiveness of
audit process;

4. Formulating a policy on related party transactions, which shall include materiality of
related party transactions;

5. Approval or any subsequent modification of transactions of the listed entity with related
parties;

6. Scrutiny of inter-corporate loans and investments;

7. Valuation of undertakings or assets of the company, wherever it is necessary;

8. Evaluation of internal financial controls and risk management systems;

9. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;

10. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

11. Discussion with internal auditors of any significant findings and follow up there on;

12. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;

13. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;

14. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;

15. To review the functioning of the whistle blower mechanism;

16. Approval of appointment of Chief Financial Officer (i.e. the whole time Finance Director
or any other person heading the finance function or discharging that function) after
assessing the qualifications, experience and background, etc. of the candidate;

17. Reviewing the utilization of loans and/or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments
existing as on the date of coming into force of this provision;

18. To review the compliance with the provisions of Regulation 9A of Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 at least once
in a financial year and to verify that the systems for internal control are adequate and are
operating effectively;

19. To carry out any other function as is mentioned in the terms of reference of the Audit
Committee.

Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee),
submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory
auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor
shall be subject to review by the audit committee;

6. Statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;

(b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee has been constituted as per the provisions of
Section 178(1) of the Companies Act, 2013 to review and recommend the remuneration
payable to the Executive Directors and Senior Management of the Company based on
their performance and defined assessment criteria.

During the financial year, the composition of the Nomination and Remuneration
Committee was reconstituted on three occasions during Board meetings.

Initially, the Committee comprised Ms. Asha Satpute, Mr. Ninad Dhuri, and Mrs. Meeta
Maurya.

In the meeting held on 8^th October 2023, the composition was revised to include Sri
Venkata Rajeswara Rao Samavedam.

Subsequently, in the meeting on 8^th December 2023, the composition was further revised
to include Mr. Arun Kumar A L, following the resignation of Ms. Asha Satpute.

In the meeting held on 15^th January 2024, the Committee was reconstituted once more to
include Mr. Arpit Shah, following the resignation of Ms. Meeta Maurya.

During the year, four meetings of the Nomination and Remuneration Committee were
held on 09^th October 2023, 8^th December 2023, 15^th January 2024, and 14^th February 2024.

The terms of reference of the Committee:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, the Company has revised the terms of reference of the Committee. The
revised terms of reference are:

1. formulation of the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of performance of independent directors and the
board of directors;

3. Devising a policy on diversity of board of directors;

4. identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the
board of directors their appointment and removal;

5. Specify the manner for effective evaluation of performance of Board, its committees and
individual directors to be carried out either by the Board, by the Nomination and
Remuneration Committee or by an independent external agency and review its
implementation and compliance;

6. Whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors;

7. recommend to the board, all remuneration, in whatever form, payable to senior
management;

8. To administer and supervise Employee Stock Options Schemes (ESOS) including
framing of policies related to ESOS and reviewing grant of ESOS;

9. Carrying out any other function as is mentioned in the terms of reference of the
Nomination and Remuneration Committee.

Nomination and Remuneration Policy:

The Committee is in process of formulating Nomination and Remuneration Policy which
determines criteria inter-alia qualification, positive attributes and independence of
Directors for their appointment on the Board of the Company and payment of
remuneration to Directors, Key Managerial Personnel and other Employees. The
Committee shall consider the following attributes / criteria, whilst recommending to the
Board the candidature for appointment as Director.

-Qualification, expertise and experience of the Directors in their respective fields;

- Personal, Professional or business standing;

- Diversity of the Board

In case of re-appointment of Non-Executive Directors, the Board shall take into
consideration the performance evaluation of the Director and his engagement level.

Details of Remuneration Paid/Payable to Directors for the year ended March 31, 2024

The ratio of the remuneration of each director to the median employee''s remuneration
and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and the statement containing particulars of employees as
required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
provided in (Annexure "II") forming part of this report.

19. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has set up ''Stakeholders Relationship Committee''
in order to align it with the provisions of Section 178 of the Companies Act, 2013. The
Committee has been constituted to strengthen the investor relations and to inter-alia,
look into issues relating to shareholders grievances pertaining to transfer of shares, non¬
receipt of declared dividends, non-receipt of Annual Report, issues concerning de¬
materialization etc.

During the financial year, the composition of the Stakeholders'' Relationship Committee
was reconstituted on three occasions during Board meetings.

Initially, the Committee comprised Ms. Asha Satpute, Mr. Ninad Dhuri and Mrs. Meeta
Maurya.

In the meeting held on 8^th October 2023, the composition was revised to include Sri
Venkata Rajeswara Rao Samavedam.

Subsequently, in the meeting on 8th December 2023, the composition was further revised
to include Mr. Arun Kumar A L, following the resignation of Ms. Asha Satpute.

In the meeting held on 15th January 2024, the Committee was reconstituted once more to
include Mr. Arpit Shah, following the resignation of Ms. Meeta Maurya.

One committee meeting held on January 15, 2024 respectively all committee members
present at the meeting.

20. BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the
Board has carried out an evaluation of its own performance, the directors individually as
well as the evaluation of the working of its Audit, Appointment & Remuneration
Committees. The performance evaluations of Independent Directors were also carried
out and the same was noted. Independent Directors in their meeting decided to bring
more transparency in their performance and bring more responsibility while taking any
policy decisions for the benefit of the shareholders in general.

21. AUDITORS AND AUDITORS'' REPORT:

During the Annual General Meeting (AGM) held on February 9, 2024, the company
appointed M/s. H M Shah & Co., Chartered Accountants (FRN: 109585W, Membership
No. 107499) as the statutory auditors. However, they later resigned due to the non¬
receipt of a peer review certificate. To address this, the management promptly convened
an Extraordinary General Meeting (EGM) on May 9, 2024, where CA Jainam N Shah of
M/s. Shah Teelani & Associates, Chartered Accountants (Membership No: 172439, Firm
Registration No. 0133549W), was appointed as the new auditor. Unfortunately, CA
Jainam N Shah also resigned shortly due to prior commitments, further delaying the
filing of financial statements.

The resignation of M/s. Shah Teelani & Associates on May 29, 2024, significantly
impacted the audit process, leading to unavoidable delays. In response, the company
appointed CA Rajendra Champaklal Desai of M/s. H Rajen & Co., Chartered
Accountants (Membership No: 011307, Firm Registration No. 108351W) on June 25, 2024.
Since then, the company has worked diligently to complete the audit process and ensure
compliance.

As a result, the company successfully published its audited financial statements for FY
2023-24 (yearly), the 4th Quarter of FY 2023-24, and the 1st Quarter of FY 2024-25 on
July 18, 2024.

Certificate from the Auditors has been received to the effect that they are eligible to act as
auditors of the Company and their appointment would be within the limits as prescribed
under Section 141 of the Act.

The Auditors have confirmed that they have subjected themselves to the peer review process
of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declaration confirming their independence as well as
their arm''s length relationship with the Company as well as declared that they have not
taken up any prohibited non-audit assignments for the Company. The Audit Committee
reviews the independence and objectivity of the Auditors and the effectiveness of the Audit
process

The Auditors have also furnished a declaration confirming their independence as well as
their arm''s length relationship with the Company as well as declared that they have not
taken up any prohibited non-audit assignments for the Company.

The Audit Committee reviews the independence and objectivity of the Auditors and the
effectiveness of the Audit process.

22. SECRETARIAL AUDIT AND SECRETARIAL AUDITORS'' REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed Ms. Bhumika & Co, Company Secretaries in practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form
No MR-3 is annexed herewith. The Secretarial Audit Report as received from the
aforesaid secretarial auditors in form MR-3 for the F.Y. 2023-24 is annexed herewith as
(ANNEXURE "IV").

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY
THE BOARD:

Sr. No	Qualifications made by Secretarial Auditor	Explanations by the Board
1.	As per section 203(1), the Company is required to appoint Company Secretary and Compliance officer	The Company is taking necessar steps for the appointment of Compan Secretary
2.	As per the relevant provision of Companies Act,2013 two Independent Directors of the Company are yet to give online proficiency self-assessment test.	The Independent director are in the process of giving the exam

3

As per SEBI(LODR) Regulation, 2015 the Company has delayed in filing some of the BSE compliances.

The Company has taken step to strengthen corporate governance practice.

23. INTERNAL CONTROL SYSTEMS:

The Company has put in place an adequate system of internal control commensurate with
its size and nature of business. These systems provide a reasonable assurance in respect of
providing financial and operational information, complying with applicable statutes,
safeguarding of assets of the Company and ensuring compliance with corporate policies.
The Audit Committee reviews adherence to internal control systems and internal audit
reports issued by internal auditors of the company.

24. ANNUAL RETURN

As per the provisions of Section 92(3) of the Act, the Annual Return of the Company for
the financial year 2023-24 is available on the website of the Company
www.cupidtrades.com.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the
shareholders and it includes discussion on matters as required under the provisions SEBI
(LODR) Regulation, 2015 forming part of this report is annexed herewith.

26. CORPORATE GOVERNANCE REPORT:

In pursuance to Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, submission of Corporate Governance report is not
applicable to the listed companies which have:

a. paid up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty five crore as on the last day of the previous financial year; or

b. have listed its specified securities on the SME Exchange.

Accordingly the paid up capital and net worth is below the prescribed limit for
mandatory applicability of Corporate Governance. The Company has decided not to opt
for compliance of Regulation 27 (2) of SEBI (LODR) Regulation, 2015 for the time being.

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility
initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule
9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said
provisions are not applicable.

28. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is not required to be given as there were no employees coming within the purview of this
section.

29. VIGIL MECHANISM

Company has the policy of vigil mechanism and whistle blower policy in place and the
same is uploaded on the website of the Company www.cupidtrades.com.

30. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given
under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried
out in the manufacturing activities. The company is in the process of setting up factories.
The foreign exchange earnings on account of the operation of the Company during the
year was Rs. Nil. The company has incurred expense for incorporating a company in
Bukhara region of Uzbekistan.

31. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation by way of notes to accounts relating to material
departures;

b) the Directors have 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 of the financial year and of the
profit or loss of the Company for that period;

c) the Directors have 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;

e) Directors have prepared the accounts on a "going concern basis".

f) 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.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy against sexual harassment in line with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
framed there under. The Company has not received any sexual harassment related
complaints during the year 2023-2024.

33. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013, and Rule 5 of the Companies
(Appointment & Remuneration) Rules, 2014, every listed company is required to disclose
in the Board''s Report the ratio of each director''s remuneration to that of the permanent

employees. The details of the remuneration drawn by the directors and Key Managerial
Personnel (KMP) are provided in Annexure II. It is noted that no other directors have
drawn any remuneration.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB¬
SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

No fraud was reported by auditors under sub-section (12) of section 143 other than those
which are reportable to the central government

35. RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to identify the
various business risks. This framework seeks to create transparency, minimize adverse
impact on the business objectives and enhance the Company''s competitive advantage. The
Risk Management Policy defines the risk management approach across the enterprise at
various levels including documentation and reporting.

36. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and co¬
operation received from the Banks, Government Authorities, Customers, and
Shareholders during the year. Your directors also wish to take on record their deep sense
of appreciation for the committed services of the employees at all levels, which has made
our Company successful in the business.

For and on behalf of the Board
Cupid Breweries and Distilleries Limited
(Formerly Known as Cupid Trades and Finance Limited)

Sd/- Sd/-

Mr. Erramilli Prasad Venkatachalam Sri. Venkata Rajeswara Rao Samavedam

Chairman cum Managing Director Non-Executive Director

(DIN: 08171117) (DIN: 10347786)

Date: 18-07-2024
Place: Mumbai

---

Mar 31, 2014

Dear Shareholders,

The Directors here by present the 28th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

OPERATIONS REVIEW:

During the year under review due to financial crisis company has not carried out any business activities and faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 105458.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

MR. KETANBHAI SORATHIYA Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

MR. ANIL MISTRY and MR NARESH SHINDE were appointed as additional directors of the Company with effect from 22.01.2014 and 24.06.2014 are hereby appointed as an Independent Director of the Company for a period of five years from the conclusion 28th Annual General Meeting to the conclusion of 33rd Annual General Meeting.

MR. ASHISH MANJREKAR was appointed as on 27.01.2014 and resigned as on 24.06.2014 as additional Director of the company. MR. DHARMESH PATEL and MR.VIRAL SETH ceased as a Director of the Company w.e.f 22.01.2014, 27.01.2014.

AUDITORS AND AUDITORS' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed separately to this Annual Report.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil. PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have 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 of the financial year and of the profit or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, CUPID TRADES AND FINANCE LIMITED

PLACE: MUMBAI DATE: 26.08.2014 (KETANBHAI SORATHIYA) CHAIRMAN

---

Mar 31, 2013

Dear Shareholders,

The Directors here by present the27th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013.

OPERATIONS REVIEW:

During the year under review due to financial crisis company has not carried out any business activities and faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 172110.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Ketanbhai Sorathiya Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have 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 of the financial year and of the profit or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board

For, CUPID TRADES AND FINANCE LIMITED

PLACE: MUMBAI

DATE: 30.08.2013

(DHARMESH PATEL)

CHAIRMAN

---

Mar 31, 2012

Dear Shareholders,

The Directors here by present the26th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2012.

FINANCIAL RESULTS:

[Amount in Rupees]

Particulars 2011-12 2010-11

Total Income 1659425 28911590

Total Expenses 1260341 23520325

Depreciation 69514 103325

Profit (Loss) before Tax and Extra ordinary Items 399084 5391265

Current Tax 129600 1632000

Profit (Loss) after Tax & adjustments 269484 3759265

Net Profit (Loss) after Tax 269484 3721466

EPS 0.28 3.88

OPERATIONS REVIEW:

During the year under review total income of the company was Rs. 16,59,425/- compare to last year Rs. 2,89,11,590/- due to sluggish market condition and financial crisis company unable to generate target revenue. And made net profit of Rs. 2,69,484/- after providing depreciation and provision for tax.

The management has taken measures as part of its continuous improvements to strengthen operation and viability.

DIVIDEND:

No dividend be recommended in respect of the year ended 31st March, 2012 and the entire profit be ploughed back to the business to meet the needs for additional finance for capital expenditure and growth of the company.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Viral Narendrakumar Sheth Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

AUDITORS AND AUDITORS' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed separately to this Annual Report.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have 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 of the financial year and of the profit or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, CUPID TRADES AND FINANCE LIMITED

PLACE: MUMBAI DATE: 03.08.2012

(DHARMESH PATEL) CHAIRMAN

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Mar 31, 2010

The directors have pleasure in presenting their Twenty-Forth Annual Report and Audited Accounts for the year ended 31-3-2010

FINANCIAL RESULTS:

The working of the year ended 31st March 2010 shows a profit of Rs. 27,23,592/- after making provision for taxation, which is carried to Balance sheet along with the profit of the earlier year Rs. 1,40,04,626/-

BOARD OF DIRECTORS :

Shri Shashikant S. Malaniretires by rotation and being eligible seeks reelection.

AUDITORS :

The Auditors retire from the office at this Annual General Meeting and are eligible for reappointment.

OTHER INFORMATION :

The other information required u/s217 (2A)and 217 (1E) of the companies act 1956 are not applicable as no employee was in receipt of remuneration to the extent laid down therein.

DEMATERIALISATION OF SHARE HOLDING :

The Companies script form part of the compulsory demat segment for all investors. The company has established connectivity with both the depositories viz NSDL and CDSL through the register M/s Adroit Corporate Services Pvt. Ltd. ISIN of the company is INE 108G01010.

DIRECTORS RESPONSIABLITY STATEMENT :

Pursuant to an amendment to Section 217 of the Companies Act, 1956 your Directors give here under responsibility Statements pertaining to the accounts of the Company.

1. In the preparation of the Annual accounts, the applicable accounting standards have been followed along wittv proper explanation / statement relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as on 31st March. 2010 and of the Profits Loss Account of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

4. These accounts have been prepared on a going concern basis.

By order of the Board JAGDISH S. MALANI

MUKESH N. MALANI

(Executive Director) Directors

Place: Mumbai.

Dated : The 28 th day of May 2010

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Mar 31, 2009

The directors have pleasure in presenting their Twenty-Third Annual Report and Audited Accounts for the year ended 31-3-2009

FINANCIAL RESULTS:

The working of the year ended 31st March 2009 shows a profit of Rs.21,99,093/- after making provision for taxation, which is carried to Balance sheet along with the profit of the earlier year Rs. 1,18,05,533/-

BOARD OF DIRECTORS :

Shri Jagdish S. Malani retires by rotation and being eligible seeks reelection.

Remuneration will be Rs. 9000/- pm to every Executive Director.

Shri Mukesh N. Malani & Shri. Ashok R. Kotharj appointed as "Excecutive Directors" of the company & shall be liable to retire by rotation.

AUDITORS :

The Auditors retire from the office at this Annual General Meeting and are eligible for reappointment.

OTHER INFORMATION :

The other information required u/s 217(2A)and 217 (1E) of the companies act 1956 are not applicable as no employee was in receipt of remuneration to the extent laid down therein.

DEMATERIALISATION OF SHARE HOLDING :

The Companies script form part of the compulsory demat segment for all investors. The company has establised connectivity with both the depositors viz NSDL and CDSL through the registrar M/s Adroit Corporate Services Pvt. Ltd. ISIN of the company is INE 108G01010. •

DIRECTOR RESPONSIABLITY STATEMENTS :

Pursuant to an amendment to Section 217 of the Companies Act, 1956 your Directors give here under responsibility Statements pertaining to the accounts of the Company.

1. In the preparation of the Annual accounts, the applicable accounting standards have been followed along with proper explanation / statement relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as on 31st March. 2009 and of the Profit & Loss Account of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

4. These accounts have been prepared on a going concern basis.

By order of the Board JAGDISH S. MALANI MUKESH N. MALANI

Place: Mumbai. Dated : The 30 th day of June 2009 Directors