Directors Report of Vintage Coffee And Beverages Ltd.

Mar 31, 2025

Your Directors are pleased to present the 45^th Annual Report of the Company alongwith the Companyâs
Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE SUMMARY

The Financial Performance of the Company (Standalone & Consolidated) for the financial year ended
March 31, 2025 is summarised below hereunder:

PARTICULARS	Standalone		Consolidated
PARTICULARS	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	11,348.57	7,389.42	30,852.08	13,103.86
Other Income	879.60	349.84	400.06	87.08
Total Revenue	12,228.17	7,739.26	31,252.14	13,190.93
Less: Total Expenses	11,432.30	7,301.04	26,837.62	11,798.61
Profit / (Loss) before Depreciation, Finance Costs, Exceptional Items and Tax	981.76	482.51	5,698.61	2,598.64
Less: Depreciation and Amortisation Expenses	174.00	12.36	684.90	501.77
Profit / (Loss) before Finance Costs, Exceptional Items and Tax	807.76	470.15	5,013.71	2,096.87
Less: Finance Costs	11.89	31.92	599.20	704.54
Profit / (Loss) before Exceptional Items and Tax	795.87	438.23	4,414.51	1,392.32
Less: Exceptional Items	-	-	-	-
Profit / (Loss) Before Tax	795.87	438.23	4,414.51	1,392.32
Tax Expense:
Less: Current Tax	200.30	108.80	402.64	191.85
Less: Deferred Tax	2.37	1.59	(3.17)	2.18
Profit / (Loss) for the Year	593.20	327.84	4,015.04	1,198.28
Less: Other Comprehensive Income	-	-	-	-
Total Comprehensive Income for the period	593.20	327.84	4,015.04	1,198.28
Earnings Per Share:
Basic	0.47	0.31	3.19	1.14
Diluted	0.47	0.31	3.19	1.14

2. STATE OF THE COMPANY AFFAIRS

Your Company is engaged in the business of instant trading and exporting of coffee and beverages
related products during the year under review.

3. FINANCIAL PERFORMACE REVIEW
STANDALONE

During the year under review, the Companyâs standalone total revenue from operations and profit
after tax of the Company has increased to ? 11,348.57 lakhs and ? 593.20 lakhs respectively in the
current financial year as against the total revenue from operations and profit after tax of previous
financial year ? 7,389.42 lakhs and ? 327.84 lakhs. The Company has achieved doubled growth of
53.58 % and 80.94 % in total revenue from operations and profit after tax respectively compared to
the previous period.

CONSOLIDATED

During the year under review, the Companyâs consolidated total revenue from operations and profit
after tax of the Company has increased to ? 30,852.08 lakhs and ? 4,015.04 lakhs respectively in the
current financial year as against the total revenue from operations and profit after tax of previous
financial year ? 13,103.86 lakhs and ? 1,198.28 lakhs. The Company has achieved doubled growth
of 135.44 % and 235.07 % in total revenue from operations and profit after tax respectively compared
to the previous period.

Your Directors wish to state that the buiness prospects of the companyâs for the current financial year
are quite satisfactory and favorable.

4. TRANSFER TO ANY RESERVES

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

5. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the year under review.

6. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of
Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review.

Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

7. DIVIDEND

The Board of Directors, at its meeting held on May 7, 2025, has recommended a final dividend of ?0.10
per equity share (1.00%) of face value ?10 each for the financial year ended March 31, 2025.

The proposed dividend is subject to approval of the shareholders at the ensuing Annual General
Meeting (AGM). Upon approval, the dividend shall be paid to those shareholders whose names appear
in the Register of Members as on the Record Date, as determined for this purpose.

In accordance with the provisions of the Income-Tax Act, 1961, the dividend shall be taxable in the
hands of the shareholders. The Company will accordingly deduct tax at source before making payment
of the final dividend, as per applicable rates and guidelines.

8. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and the
National Stock Exchange of India Limited (NSE). The Company does not have any equity shares
carrying differential voting rights.

During the year under review, the Company successfully completed its listing on the National Stock
Exchange of India Limited (NSE), Mumbai, effective October 18, 2024. This milestone marks a
significant step in enhancing the Companyâs visibility and access to a broader investor base.

9. SHARE CAPITAL

a. Authorised Shares Capital

The Authorized Share Capital of the Company as on 31^st March, 2025 is ? 1,35,00,00,000/- (Rupees
One Hundred Thirty-Five Crores only) divided into 13,50,00,000 (Thirteen Crores Fifty Lakhs)
Equity Shares of ? 10/- (Rupees Ten) each.

During the year under review:

^ The Authorized Share Capital has increased from ? 1,30,00,00,000 (Rupees One Hundred and
Thirty Crores only) divided into 13,00,00,000 (Thirteen Crores) Equity Shares of ? 10/-
(Rupees Ten) each to ? 1,35,00,00,000/- (Rupees One Hundred Thirty-Five Crores only)
divided into 13,50,00,000 (Thirteen Crores Fifty Lakhs) Equity Shares of ? 10/- (Rupees Ten)
each, subject to the approval of shareholders of the Company at their 1^st Extra Ordinary
General Meeting for the financial year (2024-25) held on May 22, 2024.

b. Issued, Subscribed and Paid-up Share Capital

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31^st March, 2025 is
? 1,25,68,34,090 (Rupees One Hundred and Twenty-Five Crores Sixty-Eight Lakhs Thirty-Four
Thousand and Ninety Only) divided into 12,56,83,409 (Twelve Crores Fifty-Six Lakhs Eight
Three Thousand Four Hundred and Nine Only) Equity Shares of ?10/- (Rupees Ten) each.

During the year under review:

^ The Company has allotted 1,03,80,000 (One Crore Three Lakhs Eighty Thousand) equity
shares at a face value of ?10/- (Rupees Ten only) each for cash at an issue price of ?46/-
(Rupees Forty-Six only) per equity share including a premium of ?36/- (Rupees Thirty-Six
only) each on a preferential basis to the persons other than promoters and promotersâ group.

Subsequently, the paid-up share capital of the Company was increased from ? 1,04,70,34,090
divided into 10,47,03,409 Equity Shares of ?10/- each to ? 1,15,08,34,090 divided into 11,50,83,409
Equity Shares of ?10/- each on the date of allotment of equity shares (i.e. April 16, 2024).

^ The Company has allotted 78,00,000 (Seventy-Eight Lakhs) equity shares at a face value of
?10/- (Rupees Ten only) each for cash at an issue price of ?55/- (Rupees Fifty-Five only) per
equity share including a premium of ?45/- (Rupees Forty-Five only) each on a preferential
basis to the persons other than promoters and promotersâ group.

Subsequently, the paid-up share capital of the Company was increased from ? 1,15,08,34,090
divided into 11,50,83,409 Equity Shares of ?10/- each to ? 1,22,88,34,090 divided into 12,28,83,409
Equity Shares of ?10/- each on the date of allotment of equity shares (i.e. June 20, 2024).

^ The Company has allotted 28,00,000 (Twenty-Eight Lakhs) equity shares pursuant to
conversion of warrants at a face value of ?10/- (Rupees Ten only) each for cash at an issue
price of 25/- (Rupees Twenty-Five only) per equity share including a premium of ?15/-
(Rupees Fifteen only) each on a preferential basis to the persons other than promoters and
promotersâ group.

Subsequently, the paid-up share capital of the Company was increased from ? 1,22,88,34,090
divided into 12,28,83,409 Equity Shares of ?10/- each to ? 1,25,68,34,090 divided into 12,56,83,409
Equity Shares of ?10/- each on the date of allotment of equity shares (i.e. March 4, 2025).

c. Fully Convertible Warrants

During the year under review, the Company has allotted 12,50,000 (Twelve Lakhs) Fully
Convertible Warrants at a face value ?10/- (Rupees Ten only) each for cash at an issue price of
?46/- (Rupees Forty-Six only) per warrant including a premium of ?36/- (Rupees Thirty-Six only)
each on a preferential basis to the promoters.

The warrants holders must convert their warrants into equity shares within a period of 18
(Eighteen) months from the date of allotment of warrants (i.e. April 16, 2024).

d. Equity Shares with Differential Voting Rights

During the year under review, the Company has not issued any Equity Shares with differential
rights.

e. Bonus Shares

During the year under review, the Company has not issued any Bonus Shares.

f. Employee Stock Options

During the year under review, the Company has not provided any Stock Option Scheme to the
Employees during the year under review.

g. Buy Back of Securities

During the year under review, the Company has not bought back securities.

h. Sweat Equity Shares

During the year under review, the Company has not issued any Sweat Equity Shares during the
year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company have an optimum combination of Executive, Non-Executive
and Independent Directors including with two-womenâs Independent Director. The Board consist a
total of 8 (Eight) Directors, out of which 2 (Two) are Executive Directors, 2 (Two) are Non-Executive
Directors and other 4 (Four) are Independent Directors.

The current composition of the Board of Directors and the Key Managerial Personnel are as follows::

Sr. No.	Name of Members	Designation
1	Mr. Balakrishna Tati	Chairman & Managing Director
2	Mr. Mohit Rathi	Non- Executive Director
3	Mr. Vishal Jethalia	Non- Executive Director
4	Mr. Sai Teja Tati	Wholetime Director
5	Mr. Sanjiban Brata Roy	Independent Director
6	Mr. Ajay Poonia	Independent Director
7	Ms. Preeti	Women Independent Director
8	Mrs. Pushpa Joshi	Women Independent Director

Sr. No.	Name of Members	Designation
9	Mr. Yarkali Kranthi Kumar	Chief Financial Officer
10	Mr. Akash Jain	Company Secretary & Compliance Officer

(i) Changes in Directorate

During the year under review, the following changes have been made to the composition
of the Board of Directors of the Company:

Appo intment

^ Mr. Sanjiban Brata Roy (DIN: 08607188) was appointed as Non-Executive Independent
Director on the Board of the Company with effect from 18^th May, 2024 and his term of
appointment was regularized by the members through a special resolution passed in the 44 ^thAnnual General Meeting for the financial year (2023-24) held on August 14, 2024.

^ Mr. Sai Teja Tati (DIN: 09494526) was appointed as an Additional Non-Executive Director
with effect from March 06, 2025 during the financial year 2024-25. The designation and
term of him was changed and regularised from Additional Non-Executive Director to
Executive Wholetime Director by the members through a special resolution passed in the
1^st Extra Ordinary General Meeting for the financial year (2025-26) held on June 20, 2025.

Cessation

^ Mrs. Padma Tati (DIN: 02415708) has resigned from the post of Non- Executive Director
of the Company due to his personal reasons with effect from 6^th March, 2025.

^ Mr. Bala Vinod Sudam (DIN: 03313282) has resigned from the post of Non- Executive
Independent Director of the Company due to his personal reasons with effect from 7^th March,
2025.

The Board places on record its appreciation and gratitude for the services rendered by
Mrs. Padma Tati and Mr. Bala Vinod Sudam during their tenure as Directors on the Board of the
Company.

The following changes have been made to the to the composition of the Board of Directors
of the Company after the end of the Financial Year 2024-25:

Appo intment

The Board, based on the recommendation of Nomination and Remuneration Committee (âNRCâ)
approved appointment of Mrs. Pushpa Joshi (DIN: 06838093) as an Additional Director,
designated as an Independent Director, not liable to retire by rotation, for a term of five
consecutive years, subject to the approval of the shareholders.

Mrs. Pushpa Joshi (DIN: 06838093) was appointed as Additional Non-Executive Independent
Director on the Board of the Company with effect from 26^th May, 2025 and her term of
appointment was regularized by the members through a special resolution passed in the 1^st Extra
Ordinary General Meeting for the financial year (2025-26) held on June 20, 2025.

11. RE-APPOINTMENT OF DIRECTORS WHO LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the
Articles of Association of the Company, Mr. Mohit Rathi (DIN: 07184150), are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, have offered himself for reÂ¬
appointment.

12. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

As on 31^st March, 2025, the Company have two wholly owned subsidiary (M/s. Vintage Coffee Private
Limited and M/s. Delecto Foods Private Limited). The Company does have any Joint Venture,
Associate Company during the year under review.

During the financial year under review, there has been no addition or deletion of the number of
subsidiaries of the Company.

A report containing the salient features of the financial statements of the Companyâs subsidiaries, joint
ventures and associate companies for the financial year ended March 31, 2025 in the prescribed Form
AOC- 1 as per the Companies Act, 2013 is set out in âAnnexure A "and forms an integral part of this
Annual Report.

During the year under review, M/s. Vintage Coffee Private Limited and M/s. Delecto Foods
Private Limited are a material unlisted subsidiaries of the Company in terms of the Listing
Regulations as amended from time to time and the Companyâs Policy for determining material
subsidiary. The said policy may be accessed at the Companyâs website at
https://vcbl.coffee/policies-and-codes/Policy-for-Determining-Material-Subsidiaries.pdf.

The Financial Statements of the Company/its subsidiaries and the Consolidated Financial Statements
of the Company including all other documents required to be attached thereto, are placed on the
Companyâs website https://www.vcbl.coffee/.

13. DECLARATION OF INDEPENDENCE

In accordance with the provisions of Section 149(7) of the Companies Act, 2013 read with Rule 5 of
Companies (Appointment and qualification of Directors) Rules 2014, the Company has received
declarations from all the Independent Directors stating that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI
(LODR) Regulations, 2015 and they have registered their names in the Independent Directorâs
Databank.

Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided
declarations in âForm DIR- 8â that they have not been disqualified to act as a Director.

14. NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met nine (9) times, i.e., on April
16, 2024; April 27, 2024; May 18, 2024; June 20, 2024; July 23, 2024; August 9, 2024; October
28, 2024; January 30, 2025 and March 6, 2025.

The Board meetings are conducted in due compliance with the provisions of the Companies Act, 2013
and the rules framed thereunder including secretarial standards and the Listing Regulations.

Detailed information at the meetings of the Board is included in the report on Corporate Governance
which forms part of the Annual Report.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees or securities and investments covered under the provisions of Section
186 of the Companies Act, 2013 for the year under review are given in the notes to the Financial
Statements of the Company for the year ended on 31^st March, 2025.

Pursuant to the provisions of section 67(3)(c) of the Companies Act, 2013, and rules made thereunder,
the Company has not given any loan to any person in the employment of the Company including its
directors or key managerial personnel, in order to purchase or subscribe shares of the Company.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submit its responsibility Statement:

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

(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining
to laying down internal financial controls is not applicable to the Company; and

(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.

17. ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, a copy of A7nnual Return to be filed with the
Registrar of Companies for the financial year 2024-25 shall be available on the website of the Company
at https://vcbl.coffee/annual-return/.

Since the Annual General Meeting is proposed to be held on September 29, 2025, the Company shall
upload a final copy of the Annual Return for the financial year 2024-25, once the same is filed with the
Registrar of Companies.

18. COMPLIANCE WITH SECRETARIAL STANDRARDS

During the year under review, the Company is in compliance with the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2)
issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

19. COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions
and responsibilities and in compliance with the requirements of applicable laws, the Board has
constituted several Committees, namely:

(a) Audit Committee

(b) Stakeholdersâ Relationship Committee

The details with respect to the compositions, number of meetings held during the financial year 2024Â¬
25 and attendance of the members, powers, terms of reference and other related matters of the
Committees are given in detail in the Corporate Governance Report which forms part of the Annual
Report.

20. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried
out annual evaluation of :-

(i) its own performance;

(ii) Individual Directors Performance;

(iii) Performance of Chairman of the Board; and

(iv) Performance of all Committees of Board for the Financial Year 2024-25.

The Boardâs functioning was evaluated on various aspects, including inter-alia the structure of the
Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information
and functioning. The Committees of the Board were assessed on inter-alia the degree of fulfilment of
key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at
Board/Committee meetings and guidance/ support to the Management outside Board/Committee
meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated
in a separate meeting of Independent Directors. A similar evaluation was also carried out by the
Nomination and Remuneration Committee and the Board. Performance evaluation of Independent
Directors was done by the entire Board, excluding the Independent Director being evaluated.

Further, the evaluation process confirms that the Board and its Committees continue to operate
effectively and the performance of the Directors is satisfactory.

21. FAMILIARISATION PROGRAMME

The Company has formulated a policy on âFamiliarisation Programme for Independent Directorsâ,
which is available on the Companyâs website: https://vcbl.coffee/wp-

content/uploads/2024/05/Familiarization-Programme-for-Independent-Directors.pdf.

22. CORPORATE GOVERNANCE REPORT

A separate report on the Corporate Governance for the financial year 2024-25 as required under the
Listing Regulations, is provided as a distinct section of this Annual Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(âListing Regulationsâ) is provided as a distinct section of this Annual Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

All related party transactions that were entered into by the Company during the financial year ended
on 31^st March, 2025 were on armâs length basis and were in the ordinary course of business. There
were no material related party transactions made by the Company during the year under review with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large other than the transactions for which
shareholdersâ approval was taken.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus
approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive
nature. The transactions entered pursuant to the omnibus approval so granted are placed before the
Audit Committee on a quarterly basis.

Information on transaction with related parties pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed in âAnnexure B" in Form AOC-2
and the same forms part of this report.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, the
Company has formulated a Policy on Related Party Transactions. The said policy was revised during
the year to align it with the amendments in the Listing Regulations. The said policy is available on
Companyâs website https://vcbl.coffee/wp-content/uploads/2024/05/Policy-on-Materiality-
of-Related-Party-Transactions-and-on-dealing-with-Related-Party-Transactions.pdf.

However, the disclosures of transactions with related parties for the financial year are given in Note
No. 2(25) (vi) under Related Party Disclosure to the notes to the Financial Statements of the
Company for the year ended on 31^st March, 2025.

25. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status and the Companyâs operations in future.

26. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year to which the financial statements relate and
on the date of this report.

27. INSURANCE:

All the properties of the Company including buildings, plant and machinery and stocks have been
adequately insured.

28. THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPs AND SENIOR
MANAGEMENT:

The Nomination and Remuneration Committee identifies persons who are qualified to become
directors, KMP and who may be appointed in the senior management in accordance with the criteria
laid down and recommend to the Board for their appointment and removal.

A person for appointment as director, KMP or in senior management should possess adequate
qualifications, expertise and experience for the position considered for appointment. The committee
decides whether qualification, expertise and experience possessed by a person are for the concerned
position.

The committee ascertains the credentials and integrity of the person for appointment as a director,
KMP or senior management level and recommends to the Board his / her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider
candidates on merit against objective criteria and with due regard for the benefits of diversity on the
Board.

29. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employees as required under Section
197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended from time to time, are provided in the prescribed
format and is attached and marked as âAnnexure Câ and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other
employees drawing particulars throughout the financial year in terms of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as
âAnnexure Câ and forms part of this report.

30. STATUTORY AUDITORS

M/s. S. Bhalotia & Associates, Chartered Accountants, Hyderabad, (Firmâs Registration Number:
0325040E) were appointed as Statutory Auditors of the Company, pursuant to the provisions of
Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,
for a consecutive term of 4 years by the members of the company in the 43^rd AGM held on September
05, 2022 till the conclusion of the 46^th AGM of the Company to be held in the year 2026 on such
remuneration as may be mutually agreed by and between the Board of Directors and the Auditors.

The Statutory Auditors of the Company confirmed that the audit firm have hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required
under the Listing Regulations.

The Auditorsâ Report on the standalone and consolidated financial statements of the Company for the
financial year ended March 31, 2025 does not contain any reservation, qualification or adverse remarks
and their report together with the notes to Financial Statements are self-explanatory and hence do
not call for any further comments from the Board under Section 134 of the Companies Act, 2013.

31. REPORTING OF FRAUDS BY AUDITOR

During the year under review, the Statutory Auditors have not reported any incident of fraud to the
Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies
Act, 2013 read with the Companies (Account) Rules, 2014.

32. INTERNAL AUDITOR

In accordance with the provisions of Section 138(1) of the Companies Act, 2013 read with Rule 13 of
the Companies (Accounts) Rules, 2014, M/s. V. Goutham & Associates, Chartered Accountants,
Hyderabad (Firm Registration No. 018107S) has been appointed by the Board of Directors of the
Company as an Internal Auditors of the Company to conduct an internal audit of the functions and
activities of the Company for the financial year 2024-25 at a remuneration as may be mutually decided
and agreed upon between the Internal Auditors and the Board of Directors of the Company.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS

The Company has an adequate Internal Control System, commensurate with the size, scale and
complexity of its operations with reference to the financial statements.

The internal auditors of the Company conduct regular internal audits as per approved plan and the
Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and
takes steps for corrective measures whenever required.

34. SECRETARIAL AUDITOR

In accordance with the provisions of Section 204(1) of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 24 A of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time
to time, the Board of Directors of the Company had appointed M/s. Vivek Surana & Associates,
Practicing Company Secretaries, Hyderabad, to undertake the secretarial audit of the Company for
the financial year 2024-25.

The Secretarial Audit Report in Form MR-3 of the Company for the financial year 2024-25 is enclosed
herewith as âAnnexure Dâ and form part of this report. The Secretarial Audit Report does not contain
any qualifications, reservations, adverse remarks or disclaimer.

The Board has appointed M/s. Vivek Surana & Associates, Practicing Company Secretaries to
conduct secretarial audit pursuant to the recommendations of the Audit committee for a term of five
years commencing from FY 2025-26 to FY 2029-30 subject to approval of the shareholders at the
ensuing Annual General Meeting. M/s. Vivek Surana & Associates have confirmed that they meet
the eligibility criteria as prescribed under the Listing Regulations.

Further, the Secretarial Audit report of Vintage Coffee Private Limited (VCPL) and Delecto Foods
Private Limited (DFPL), a material subsidiary of the Company, is also available on the Companyâs
website https://vcbl.coffee/annual-reports/.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMDl/27/2019 dated February 08, 2019,
M/s. Vivek Surana & Associates, Practicing Company Secretary, has issued an Annual Secretarial
Compliance Report for the Financial Year Ended on 31st March, 2025. A copy of the Annual
Secretarial Compliance Report has been placed on the website of the Company.

M/s. Vivek Surana & Associates have highlighted in their report that BSE has imposed a fine of
Rs. 5,000/- plus 18% GST on the Company in respect of âDelay in submission of Disclosure of related
party transaction report on a consolidated basis under Regulation 23(9) of the SEBI (LODR)
Regulations, 2015 for the half year ended 30.09.2024. The Company has paid penalty of Rs. 5,000/-
plus GST to Bombay Stock Exchange Limited dated December 27, 2024.

36. COST AUDITOR & MAINTEANANCE OF COST RECORDS

In accordance with the provisions of Section 148(2) of the Companies Act, 2013 read with the
Companies (Cost Records & Audit) Rules, 2014 relating to appointment of Cost Auditor are not
applicable for the business carried out by the Company. Therefore, the Company is not required to
maintain cost records as specified by the Central Government under Section 148 (1) of the Companies
Act, 2013.

37. CORPORATE SOCIAL RESPONSIBILTY

Your Company is committed to its stakeholders to conduct business in an economically, socially and
environmentally sustainable manner that is transparent and ethical.

During the year under review, the Company is not required to constitute a Corporate Social
Responsibility Committee in pursuant to the provisions of Section 135(1) of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Polic) Rules, 2013. Hence, the Company has
not not required to formulate any policy and implemented any initiatives on corporate social
responsibility during the year under review.

38. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the
Companies (Meetings of the Board and its Powers) Rules, 2013 and Rule 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the
Company has formulated Whistle Blower Policy and established a Vigil Mechanism for Directors,
employees which provides a platform to report genuine concern about any breach of code of conduct,
illegal or unethical practices, unethical behaviour, actual or suspected fraud.

The vigil mechanism provides adequate safeguards against the victimisation of Director(s) or
Employee(s) or any other person who use such mechanism and for direct access to the Chairman of
the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy and Vigil
Mechanism may be accessed on the Companyâs website at https://vcbl.coffee/wp-
content/uploads/2024/05/Vigil-Mechanism-or-Whistle-Blower-Policy.pdf

39. POLICY ON DIRECTORSâ APPOINTMENT REMUNERATION & OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration
Committee identifies persons who are qualified to become directors in accordance with the criteria laid
down and recommend to the Board for their appointment and removal.

The Company adopted a policy relating to the remuneration for Directors, Key Managerial Personnel
and other senior management personal. This Policy covers the remuneration and other terms of
employment for the Companyâs executive team. The remuneration policy for members of the Board
and for management aims at improving the performance and enhancing the value of the Company by
motivating and retaining them and to attract the right persons to the right jobs in the Company.

The object of this Remuneration Policy is to make your Company a desirable workplace for competent
employees and thereby secure competitiveness, future development and acceptable profitability. In
order to achieve this, it is imperative that the Company is in a position to offer competitive
remuneration in all its operational locations.

A detailed policy on remuneration of the Directors and Senior Management may be accessed on the
Companyâs website: https://vcbl.coffee/wp-content/uploads/2024/05/Code-of-Conduct-of-
Directors-and-Senior-Management-Personnel.pdf

40. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the
Nomination and Remuneration Committee. The policy has been framed with the objective :-

a) to formulate the criteria for determining qualifications, competencies, positive attributes and
independence for appointment of Directors of the Company;

b) to ensure that appointment of directors, key managerial personnel and senior managerial
personnel and their removals are in compliance with the applicable provisions of the Act and the
Listing Regulations;

c) to set out criteria for the evaluation of performance and remuneration of directors, key
managerial personnel and senior managerial personnel;

d) to recommend policy relating to the remuneration of Directors, KMPs and Senior Management
Personnel to the Board of Directors to ensure:

i. the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate directors and employees to effectively and qualitatively discharge their
responsibilities;

ii. relationship of remuneration to performance is clear and meets appropriate performance
benchmarks;

iii. align the growth of the Company and development of employees and accelerate the
performance;

iv. to adopt best practices to attract and retain talent by the Company; and

v. to ensure diversity of the Board of the Company.

The policy specifies the manner of 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.

The Nomination and Remuneration policy of the Company can be accessed at

https://vcbl.coffee/wp-content/uploads/2024/05/Nomination-and-Remuneration-Policy.pdf

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

The particulars of energy conservation and technology absorption are not applicable to the Company
as it is not engaged in any manufacturing activity.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from
time to time, is given hereunder:

F oreign Exchange Earnings and Outgo

The Company had a total foreign exchange earnings and outgo as provided below during the year
ended 31^st March, 2025:

PARTICULARS	Amount (? in Lakhs)
PARTICULARS	2024-25	2023-24
Foreign Exchange Earnings	2,589.25	2,347.25
Foreign Exchange Outgo	2,872.92	1,114.73

42. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Act read with Regulation 17 (9)(b) of the LODR Regulations, the
Company has formulated and implemented Risk Management Policy for the Company which identifies
various elements of risks which in its opinion may threaten the existence of the Company and measures
to contain and mitigate risks. The Company has adequate internal control systems and procedures to
manage the risks. The Risk Management procedures are reviewed by the Audit Committee and the
Board on periodical basis.

A detailed policy on risk management may be accessed on the Companyâs website:

https://vcbl.coffee/wp-content/uploads/2024/05/Risk-Management-Policy.pdf.

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

Your Company has zero tolerance towards sexual harassment at the workplace and the details of
sexual harassment complaints as per the provisions of the Sexual Harassment of W omen at W orkplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder are as follows:

No. of Complaints Received: Nil

No. of Complaints Disposed Off : NA

During the year under review, the Company has complied with the provisions related to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. A detailed policy on prevention, prohibition and
redressal of sexual harassment at workplace may be available on the Companyâs website:
https://vcbl.coffee/wp-content/uploads/2024/05/Prevention-of-Sexual-Harassment
Policy.pdf.

44. INDUSTRIAL SAFETY AND ENVIRONMENT

Utmost importance continues to be given to the safety of personnel and equipment in all the plants of
the Company. The Company reviews thoroughly the various safety measures adopted and takes
effective steps to avoid accidents. Safety drills are also conducted at regular intervals to train the
employees to take timely and appropriate action in case of accidents.

45. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by
allowing paperless compliance by the Companies and permitted the service of Annual Reports and
other documents to the shareholders through electronic mode subject to certain conditions and the
Company continues to send Annual Reports and other communications in electronic mode to those
members who have registered their email ids with their respective depositories.

Members may note that Annual Reports and other communications are also made available on the
Companyâs website https://vcbl.coffee/annual-reports/. and websites of the Stock Exchanges i.e.
BSE Limited and National Stock Exchange of India Limited.

46. INDUSTRIAL RELATIONS

Industrial relations have been cordial during the year under review and your directors appreciate the
sincere and efficient services rendered by the employees of the Company at all levels towards successful
working of the Company.

47. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following as the same
were not applicable for the Company during the year under review:

a. The details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year along with their status at the end of the financial year; and

b. The details of difference between the amount of valuation done at the time of one-time settlement
and the valuation done while taking loan from Banks or Financial Institutions along with the
reasons thereof.

48. A CKNOWT EDGEMENTS

Your Directors expresses its sincere gratitude to all customers, vendors, investors, bankers, the
Government authorities, financial institutions and members during the year under review for their
continued support, patronage, and cooperation.

Your Directors also place on record their deep appreciation for the commitment, dedicated efforts and
value-added contribution made by all the employees. The Companyâs consistent growth and
achievements have been made possible by their unwavering hard work, unity, and support.

Your directors would also like to thank all the shareholders for continuing to repose their faith in the
Company and its future.

For and on behalf of the Board of Directors
Vintage Coffee and Beverages Limited

Balakrishna Tati Sai Teja Tati

Managing Director Wholetime Director

DIN: 02181095 DIN: 09494526

Place: Secunderabad
Date: 05.09.2025

Mar 31, 2024

The Directors are pleased to present the 44^th Annual Report of the Company alongwith the Companyâs Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE SUMMARY

The Financial Performance of the Company (Standalone & Consolidated) for the financial year ended March 31, 2024 is summarised below hereunder:

Amount (Rs. in Lakhs)
PARTICULARS	Standalone		Consolidated
PARTICULARS	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	7,389.42	3,574.83	13,103.86	6,289.05
Other Income	349.84	136.88	87.08	39.46
Total Revenue	7,739.26	3,711.71	13,190.93	6,328.51
Less: Total Expenses	7,301.04	3,555.80	11,798.61	5,853.79
Profit / (Loss) before Exceptional Items and Tax	438.23	155.90	1,392.32	474.72
Less: Exceptional Items	-	-	-	-
Profit / (Loss) Before Tax	438.23	155.90	1,392.32	474.72
Less: Current Tax	108.80	40.54	191.85	88.53
Less: Deferred Tax	1.59	-	2.18	-
Profit / (Loss) After Tax	327.84	115.37	1,198.28	386.19
Earnings Per Share (Basic)	0.31	0.17	1.14	0.55
Earnings Per Share (Diluted)	0.31	0.17	1.14	0.55

2. STATE OF THE COMPANY AFFAIRS

Your Company is engaged in the business of trading and exporting of coffee and beverages products during the year under review.

3. FINANCIAL PERFORMACE REVIEW STANDALONE

During the year under review, the Companyâs standalone total revenue from operations and profit after tax of the Company has increased to ? 7,389.42 lakhs and ? 327.84 lakhs respectively in the current financial year as against the total revenue from operations and profit after tax of previous financial year ? 3,574.83 lakhs and ? 115.37 lakhs. The Company has achieved doubled growth of 106.71 % and 184.16 % in total revenue from operations and profit after tax respectively compared to the previous period.

CONSOLIDATED

During the year under review, the Companyâs consolidated total revenue from operations and profit after tax of the Company has increased to ? 13,103.86 lakhs and ? 1,198.28 lakhs respectively in the current financial year as against the total revenue from operations and profit after tax of previous financial year ? 6,289.05 lakhs and ? 386.19 lakhs. The Company has achieved doubled growth of 108.36 % and 210.28 % in total revenue from operations and profit after tax respectively compared to the previous period.

Your Directors wish to state that the buiness prospects of the companyâs for the current financial year are quite satisfactory and favorable.

4. TRANSFER TO ANY RESERVES

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

5. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the year under review.

6. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

7. DIVIDEND

The Board of Directors at their meeting held on May 18, 2024, has recommended payment of ? 0.05/- (@ 0.50%) per equity share of the face value of ?10/- each as final dividend for the financial year ended March 31, 2024. The payment of the final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

In view of the provisions of the Income-Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

8. LISTING OF EQUITY SHARES

The securities of the Company are listed at Bombay Stock Exchange Limited (BSE). Further, the

Company has no equity shares carrying differential rights.

9. SHARE CAPITAL

a. Authorised Shares Capital

The Authorized Share Capital of the Company as on 31^st March, 2024 is ? 1,30,00,00,000/- (Rupees

One Hundred Thirty Crores only) divided into 13,00,00,000 (Thirteen crores) Equity Shares of ?

10/- (Rupees Ten) each.

During the year under review:

^ The Authorized Share Capital has increased from ? 7 5,00,00,000 (Rupees Seventy-Five Crores only) divided into 7,50,00,000 (Seven Crores and Fifty Lakhs only) Equity Shares of ? 10/-(Rupees Ten) each to ? 1,10,00,00,000 (Rupees One Hundred and Ten Crores only) divided into 11,00,00,000 (Eleven Crores only) Equity Shares of ? 10/- (Rupees Ten) each, subject to the approval of shareholders of the Company at their 1^st Extra Ordinary General Meeting for the financial year (2023-24) held on May 17, 2023.

^ The Authorized Share Capital has increased from ? 1,10,00,00,000 (Rupees One Hundred and Ten Crores only) divided into 11,00,00,000 (Eleven Crores only) Equity Shares of ? 10/-(Rupees Ten) each to ? 1,15,00,00,000 (Rupees One Hundred and Fifteen Crores only) divided into 11,50,00,000 (Eleven Crores and Fifty Lakhs only) Equity Shares of ? 10/- (Rupees Ten) each, subject to the approval of shareholders of the Company at their 43^rd Annual General Meeting held on September 27, 2023.

^ The Authorized Share Capital has increased from ? 1,15,00,00,000 (Rupees One Hundred and Fifteen Crores only) divided into 11,50,00,000 (Eleven Crores and Fifty Lakhs only) Equity Shares of ? 10/- (Rupees Ten) each to ? 1,30,00,00,000 (Rupees One Hundred and Thirty Crores only) divided into 13,00,00,000 (Thirteen Crores only) Equity Shares of ? 10/- (Rupees Ten) each, subject to the approval of shareholders of the Company at their 2^nd Extra Ordinary General Meeting for the financial year (2023-24) held on March 18, 2024.

b. Issued, Subscribed and Paid-up Share Capital

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31^st March, 2024 is ?

1,04,70,34,090 (Rupees One Hundred and Four Crores Seventy Lakhs Thirty-Four Thousand and

Ninety Only) divided into 10,47,03,409 (Ten Crores Forty-Seven Lakhs Three Thousand Four

Hundred and Nine Only) Equity Shares of ?10/- (Rupees Ten) each.

During the year under review, the Company has allotted 3,49,01,136 (Three Crores Forty-Nine Lakhs One Thousand One Hundred and Thirty-Six Only) equity shares of face value ?10/-(Rupees Ten) each for cash at a price of ?12/- (Rupees Twelve) per equity share including a premium of ?2/- (Rupees Two) each on a right basis in the ratio of 1 (one) equity share for every 2 (Two) equity share held by the equity shareholders of the company on 19^th June, 2023 being the record date.

Accordingly, the paid-up share capital of the Company was increased from ? 69,80,22,730/-divided into 6,98,02,273 Equity Shares of ? 10/- each to ? 1,04,70,34,090 divided into 10,47,03,409 Equity Shares of ?10/- each.

c. Fully Convertible Warrants

During the year under review, the Company has allotted 72,00,000 (Seventy-Two Lakhs) Fully Convertible Warrants of face value ?10/- (Rupees Ten) each for cash at a price of ?25/- (Rupees Twenty Five) per warrant including a premium of ?15/- (Rupees Fifteen) each on a preferential basis to the persons other than promoters and promotersâ group.

The warrants holders must convert their warrants into equity shares within a period of 18 (Eighteen) months from the date of allotment of warrants (i.e. December 01, 2023).

d. Equity Shares with Differential Voting Rights

During the year under review, the Company has not issued any Equity Shares with differential rights.

e. Bonus Shares

During the year under review, the Company has not issued any Bonus Shares.

f. Buy Back of Securities

During the year under review, the Company has not bought back securities.

g. Employee Stock Options

During the year under review, the Company has not provided any Stock Option Scheme to the Employees during the year under review.

h. Sweat Equity Shares

During the year under review, the Company has not issued any Sweat Equity Shares during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company have an optimum combination of Executive, Non-Executive and Independent Directors including with one-woman Independent Director. The Board consist a total of 8 (Eight) Directors, out of which 1 (One) is Executive Director, 3 (Three) are Non-Executive Directors and other 4 (Four) are Independent Directors.

The current composition of the Board of Directors and the Key Managerial Personnel are given below as under:

Sr. No.	Name of Members	Designation
1	Mr. Balakrishna Tati	Chairman & Managing Director
2	Mr. Mohit Rathi	Director
3	Mr. Vishal Jethalia	Director
4	Mrs. Padma Tati	Women Director
5	Mr. Bala Sudam Vinod	Independent Director
6	Mr. Ajay Poonia	Independent Director
7	Ms. Preeti	Women Independent Director
8	Mr. Sanjiban Brata Roy	Independent Director
9	Mr. Yarkali Kranthi Kumar	Chief Financial Officer
10	Mr. Akash Jain	Company Secretary & Compliance Officer

(i) Changes in Directorate

During the year under review, the following changes have been made to the composition

of the Board of Directors of the Company:

Appointment:

^ Mrs. Padma Tati (DIN: 02415708) was appointed as Non-Executive Director on the Board of the Company with effect from 2^nd September 2023 and her appointment was regularized by the members through a special resolution passed in the 43^rd Annual General Meeting of the Company held on September 27, 2023.

^ Mr. Vishal Jethalia (DIN: 07184223) was appointed as Non-Executive Director on the Board of the Company with effect from 2^nd September 2023 and his appointment was regularized by the members through a special resolution passed in the 43^rd Annual General Meeting of the Company held on September 27, 2023.

^ Mrs. Pallavi Handique (DIN: 10303612) was appointed as Non-Executive Independent Director on the Board of the Company with effect from 2^nd September 2023 and her term of appointment was regularized by the members through a special resolution passed in the 43^rdAnnual General Meeting of the Company held on September 27, 2023.

^ Mrs. Preeti (DIN: 09662113) was appointed as Non-Executive Independent Director on the Board of the Company with effect from 2^nd September 2023 and her term of appointment was regularized by the members through a special resolution passed in the 43^rd Annual General Meeting of the Company held on September 27, 2023.

Cessation:

^ Mr. Venkateshwarlu Tati (DIN: 03044421) has resigned from the post of Non- Executive Director of the Company due to his personal commitments with effect from 2^nd September, 2023.

^ Ms. Aakanksha (DIN: 08792778) has resigned from the post of Non- Executive Independent

Director of the Company due to her personal commitments with effect from 2^nd September, 2023.

^ Mrs. Pallavi Handique (DIN: 10303612) has resigned from the post of Non- Executive Independent Director of the Company due to her personal commitments with effect from 30^th March, 2024.

The Board places on record its appreciation and gratitude for the services rendered by Mr. Venkateshwarlu Tati, Ms. Aakanksha and Mrs. Pallavi Handique during their tenure as a Directors on the Board of the Company.

The following changes have been made to the to the composition of the Board of Directors of the Company after the end of the Financial Year 2023-24:

Appointment:

The Board, based on the recommendation of Nomination and Remuneration Committee (âNRCâ) approved appointment of Mr. Sanjiban Brata Roy (DIN: 08607188) as an Additional Director, designated as an Independent Director, not liable to retire by rotation, for a term of five consecutive years, subject to the approval of the shareholders.

(ii) Changes in Key Managerial Personnel

During the year under review, the following changes have been made to the Key Managerial Personnel:

^ Ms. Sushma Vangari having an Associate Membership No: A65275 of ICSI had been appointed as Company Secretary of the Company with effect from 15^th May, 2023.

^ Ms. Sushma Vangari has resigned from the post of Company Secretary of the Company with effect from 19^th August, 2023.

^ Mr. Akash Jain having an Associate Membership No: A41707 of ICSI had been appointed as Company Secretary of the Company with effect from 4^th October, 2023.

11. RE-APPOINTMENT OF DIRECTORS WHO LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Vishal Jethalia (DIN: 07184223), are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for reappointment.

12. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

As on 31^st March, 2024, the Company have two wholly owned subsidiary (M/s. Vintage Coffee Private Limited and M/s. Delecto Foods Private Limited). The Company does have any Joint Venture, Associate Company during the year under review.

During the financial year under review, there has been no addition or deletion of the number of subsidiaries of the Company.

A report containing the salient features of the financial statements of the Companyâs subsidiaries, joint ventures and associate companies for the financial year ended March 31, 2024 in the prescribed Form AOC- 1 as per the Companies Act, 2013 is set out in âAnnexure A "and forms an integral part of this Annual Report.

During the year under review, M/s. Vintage Coffee Private Limited and M/s. Delecto Foods Private Limited are a material unlisted subsidiaries of the Company in terms of the Listing Regulations as amended from time to time and the Companyâs Policy for determining material subsidiary. The said policy may be accessed at the Companyâs website at https://vcbl.coffee/policies-and-codes/Policy-for-Determining-Material-Subsidiaries.pdf.

The Financial Statements of the Company/its subsidiaries and the Consolidated Financial Statements of the Company including all other documents required to be attached thereto, are placed on the Companyâs website https://www.vcbl.coffee/.

13. DECLARATION OF INDEPENDENCE

In accordance with the provisions of Section 149(7) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and qualification of Directors) Rules 2014, the Company has received declarations from all the Independent Directors stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in the Independent Directorâs Databank.

Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in âForm DIR- 8â that they have not been disqualified to act as a Director.

14. NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met ten (10) times, i.e., on April 22, 2023; May 15, 2023; May 18, 2023; August 11, 2023; August 19, 2023; September 02, 2023; October 30, 2023; December 01, 2023; January 29, 2024 and February 21, 2024. The Board meetings are conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and

(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.

16. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return to be filed with the Registrar of Companies for the financial year 2023-24 shall be placed on the website of the Company at https://www.vcbl.coffee/.

Since the Annual General Meeting is proposed to be held on August 17, 2024, the Company shall upload a copy of the Annual Return for the financial year 2023-24, once the same is filed with the Registrar of Companies.

17. COMPLIANCE WITH SECRETARIAL STANDRARDS

During the year under review, the Company has complied with the applicable Secretarial Standards (as amended from time to time) on Board Meeting (i.e. SS-1) & Annual General Meeting (i.e. SS-2) issued by the Institute of Company Secretaries of India.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees or securities and investments covered under the provisions of Section 186 of the Companies Act, 2013 for the year under review are given in the notes to the Financial Statements of the Company for the year ended on 31^st March, 2024.

19. COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, the Board has constituted several Committees, namely:

(a) Audit Committee

(b) Stakeholdersâ Relationship Committee

The details with respect to the compositions, number of meetings held during the financial year 202324 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the Annual Report.

20. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of :-

(i) its own performance;

(ii) Individual Directors Performance;

(iii) Performance of Chairman of the Board; and

(iv) Performance of all Committees of Board for the Financial Year 2023-24.

The Boardâs functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/ support to the Management outside Board/Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. A similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory.

21. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Listing Regulations, a separate report on the Corporate Governance for the financial year 2023-24 forms an integral part of this Annual Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2023-24 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is provided in a separate section and forms an integral part of this report.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year ended on 31^st March, 2024 with related parties were in its ordinary course of business and on an armâs length basis. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.

Information on transaction with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed in

âAnnexure Bâin Form AOC-2 and the same forms part of this report.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The said policy was revised during the year to align it with the amendments in the Listing Regulations. The said policy is available on Companyâs website https://vcbl.coffee/wp-content/uploads/2024/05/Policy-on-Materiality-of-Related-Party-Transactions-and-on-dealing-with-Related-Party-Transactions.pdf.

However, the disclosures of transactions with related parties for the financial year are given in Note No. 2(25) (vi) under Related Party Disclosure to the notes to the Financial Statements of the Company for the year ended on 31^st March, 2023.

24. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companyâs operations in future.

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

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and on the date of this report.

26. STATUTORY AUDITORS

M/s. S. Bhalotia & Associates, Chartered Accountants, Hyderabad, (Firmâs Registration Number: 0325040E) had been re-appointed as the Statutory Auditors of the Company pursuant to the provisions of Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, for a consecutive term of 4 years in the 43^rd Annual General Meeting of the Members of the Company till the conclusion of the 46^th Annual General Meeting of the Company to be held in the year 2026 on such remuneration as may be mutually agreed by and between the Board of Directors and the Auditors.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s. S. Bhalotia & Associates.

They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

27. REPORTING OF FRAUDS BY AUDITOR

During the year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014.

28. COMMENTS ON QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS IN THE AUDITORSâ REPORT

The Auditorsâ Report (Standalone or Consolidated) on the financial statements of the Company for the financial year ended March 31, 2024 does not contain any reservation, qualification or adverse remarks and their report together with the notes to Financial Statements are self-explanatory and hence do not call for any further comments from the Board under Section 134 of the Companies Act, 2013.

29. INTERNAL AUDITOR

Pursuant to the provisions of Section 138(1) of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s. V. Goutham & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 018107S) has been appointed by the Board of Directors of the Company as an Internal Auditors of the Company to conduct an internal audit of the functions and activities of the Company for the financial year 2023-24 at a remuneration as may be mutually decided and agreed upon between the Internal Auditors and the Board of Directors of the Company.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations with reference to the financial statements.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required.

31. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 24 A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, M/s. Vivek Surana & Associates, Practicing Company Secretaries, Hyderabad has been appointed by the Board of Directors of the Company as Secretarial Auditor of the Company to conduct secretarial audit of the Company for the financial year 2023-24.

The Secretarial Audit Report in Form MR-3 of the Company for the financial year 2023-24 is enclosed herewith as âAnnexure Dâ and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report(s),

32. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, M/s. Vivek Surana & Associates, Practicing Company Secretary, has issued an Annual Secretarial Compliance Report for the Financial Year Ended on 31st March, 2024. A copy of the Annual Secretarial Compliance Report has been placed on the website of the Company.

M/s. Vivek Surana & Associates have highlighted in their report that BSE has imposed a fine of Rs. 1,000/- plus GST on the Company in respect of delay in filing of Corporate Governance Report under Regulation 27(2) of the SEBI (LODR) Regulations, 2015 for the quarter and nine months ended 31.12.2015. The Company has paid penalty of Rs. 1,000/- plus GST to Bombay Stock Exchange Limited dated November 10, 2023.

33. COST AUDITOR & MAINTEANANCE OF COST RECORDS

Pursuant to the provisions of Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 relating to appointment of Cost Auditor are not applicable for the business carried out by the Company. Therefore, the Company is not required to maintain cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013.

34. CORPORATE SOCIAL RESPONSIBILTY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of the provisions of Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Polic) Rules, 2013. Hence, the Company has not not required to formulate any policy and implemented any initiatives on corporate social responsibility during the year under review.

35. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2013 and Rule 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Company has formulated Whistle Blower Policy and established a Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud.

The mechanism provides adequate safeguards against the victimisation of Director(s) or Employee(s) or any other person who avail such mechanism and provide direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Companyâs website at https://vcbl.coffee/wp-

content/uploads/2024/05/Vigil-Mechanism-or-Whistle-Blower-Policy.pdf

36. POLICY ON DIRECTORSâ APPOINTMENT REMUNERATION & OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration Committee identifies persons who are qualified to become directors in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

The Company adopted a policy relating to the remuneration for Directors, Key Managerial Personnel and other senior management personal. This Policy covers the remuneration and other terms of employment for the Companyâs executive team. The remuneration policy for members of the Board and for management aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company.

A detailed policy on remuneration of the Directors and Senior Management may be accessed on the Companyâs website: https://vcbl.coffee/wp-content/uploads/2024/05/Code-of-Conduct-of-Directors-and-Senior-Management-Personnel.pdf

37. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are provided in the prescribed format and is attached and marked as âAnnexure Câ and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing particulars throughout the financial year in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as âAnnexure Câ and forms part of this report.

38. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the objective :-

a) to formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors of the Company;

b) to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Act and the Listing Regulations;

c) to set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

d) to recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to the Board of Directors to ensure:

i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and employees to effectively and qualitatively discharge their responsibilities;

ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

iii. align the growth of the Company and development of employees and accelerate the performance;

iv. to adopt best practices to attract and retain talent by the Company; and

v. to ensure diversity of the Board of the Company.

The policy specifies the manner of 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.

The Nomination and Remuneration policy of the Company can be accessed at

https://vcbl.coffee/wp-content/uploads/2024/05/Nomination-and-Remuneration-Policy.pdf

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

The particulars of energy conservation and technology absorption are not applicable to the Company as it is not engaged in any manufacturing activity.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is given hereunder:

F oreign Exchange Earnings and Outgo

The Company had a total foreign exchange earnings and outgo as provided below during the year ended 31^st March, 2024:

PARTICULARS	Amount in Lakhs)
PARTICULARS	2023-24	2022-23
Foreign Exchange Earnings	2,347.25	1,966.90
Foreign Exchange Outgo	1,114.73	14.21

40. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Act read with Regulation 17 (9)(b) of the LODR Regulations, the Company has formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has an adequate system of risk management and internal control to identify (operational; financial; strategic & regulatory) risk elements and procedure to combat the risk.

The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. A detailed policy on risk management may be accessed on the Companyâs website: https://vcbl.coffee/wp-content/uploads/2024/05/Risk-Management-Policy.pdf.

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

Your Company has zero tolerance towards sexual harassment at the workplace and the details of sexual harassment complaints as per the provisions of the Sexual Harassment of W omen at W orkplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder are as follows:

No. of Complaints Received : Nil

No. of Complaints Disposed Off : NA

During the year under review, the Company has complied with the provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A detailed policy on prevention on sexual harassment may be accessed on the Companyâs website: https://vcbl.coffee/wp-content/uploads/2024/05/Prevention-of-Sexual-Harassment-Policy.pdf.

42. DISCLOSURES OF APPLICATION MADE OR PROCEDDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

43. NO DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

44. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliance by the Companies and permitted the service of Annual Reports and other documents to the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications in electronic mode to those members who have registered their email ids with their respective depositories.

Members may note that Annual Reports and other communications are also made available on the Companyâs website https://www.navalimited.com and websites of the Stock Exchanges i.e. BSE Limited.

45. A CKNOWT EDGEMENTS

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, business associates, consultants, banks, customers, vendors and members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services continuously being rendered by the Companyâs executives, staff and workers. Your Directors also gratefully acknowledge the shareholders for their support and confidence reposed on your Company.

Mar 31, 2023

The Directors have pleasure in presenting before you the 43^rd Boardâs Report of the Company together with the Audited Statements of Accounts (including consolidated Financial Statements) for the year ended 31st March, 2023.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31^st March, 2023 has been as under:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	3,574.83	449.17	6289.05	3658.91
Other Income (Including Exceptional Items)	136.88	83.05	39.46	67.48
Total Expenses	3,555.80	508.12	5853.79	4890.24
Profit Before Tax	155.90	24.10	474.72	(1163.85)
Less: Provision for Taxation	40.54	6.27	88.53	63.32
Profit / (Loss) After Tax	115.37	17.83	386.20	(1227.17)
Other Comprehensive Income	0.00	0.00	0.00	0.00
Total Comprehensive Income	115.37	17.83	386.20	(1227.17)
Earning per Equity Share (in Rs.) Basic	0.17	0.03	0.55	(1.76)
Diluted	0.17	0.03	0.55	(1.76)

2. REVIEW OF OPERATIONS:STANDALONE

On Standalone basis, the total revenue of the Company for the financial year 2022-23 was Rs.3,711.71 lakhs as against Rs. 532.22 Lakhs for the previous financial year. The net profit for the financial year 2022-23 is Rs. 115.37 Lakhs as against the net profit of Rs. 17.83 lakhs for the previous year.

CONSOLIDATED

The total revenue of the Company for the financial year 2022-23 on consolidated basis was Rs. 6,328.51 lakhs against Rs. 3726.39 Lakhs for the previous financial year and net profit of Rs. 386.20 Lakhs as against the net loss of Rs. 1227.17 lakhs for the previous year.

BUSINESS UPDATE AND STATE OF COMPANYâS AFFAIRS:

The information on Companyâs affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

3. DIVIDEND

The Directors are pleased to recommend a Dividend of 5% i.e., Rs. 0.05/- per equity share on the Paid-up Equity Share Capital of the Company for the financial year 2022-23. The total outgo on account of dividend, stands at Rs. 52,35,175/- for which necessary provision has been made in the accounts.

Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their KYC requirements with the Company/ Purva Sharegistry (India) Private Limited (in case of shares held in physical mode) and Depositories (in case of shares held in demat mode).

In case the Dividend payable to any shareholder exceeds Rs. 5000/- a tax of 7.5% will be deducted at source from the gross dividend. A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to [email protected] by 5:00 p.m. IST on 26.09.2023. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to [email protected]. The aforesaid declarations and documents need to be submitted by the shareholders by 5:00 p.m. IST on 26.09.2023.

4. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at March 31st 2023 is Rs. 6814.74 /- Lakhs.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review, the Company started trading in Instant coffee and related products.

6. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March, 2023 and the date of Boardâs Report. (i.e., 02.09.2023)

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

8. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

9. AUTHORISED CAPITAL OF THE COMPANY:

The company has increased the authorized share capital from Rs. 75,00,00,000 (Rupees Seventy-Five Crores only) divided into 7,50,00.000 (Seven Crores Fifty Lakhs) Equity Shares of Rs. 10/- each to Rs. 110,00,00,000 (Rupees One Hundred and Ten Crores only) divided into 11,00,00.000 (Eleven Crores) Equity Shares of Rs. 10/- each in the Extra-Ordinary General Meeting held on 17th May, 2023.

10. PAID UP CAPITAL

As on 31.03.2023, the issued, subscribed and paid-up share capital of your Company stood at Rs. 1,04,70,34,090/- (Rupees One Hundred and Four Crores Seventy Lakhs Thirty-Four Thousand Ninety only) divided into 10,47,03,409 (Ten Crore Forty-Seven Lakhs Three Thousand Four Hundred and Nine) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

FURTHER ISSUE OF CAPITAL

The Board of directors in their meeting held on 18.05.2023 has approved the issue of fully paid up equity shares of face value of Rs. 10/- each of the Company on rights basis to eligible equity shareholders of the Company as on the record date i.e., 19.06.2023, of an Issue size of upto Rs. 49 Crores (Rupees Forty-Nine Crores Only).

The Board in its meeting held on 18.07.2023 has approved the allotment of 3,49,01,136 Rights Equity Shares fully paid up at an issue price of Rs. 12.00 per Rights Equity Share to the eligible allottees in the Issue.

As on date the issued, subscribed and paid-up share capital 1,04,70,34,090 divided into 10,47,03,409 Equity shares of Rs. 10/- each.

11. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (âIEPFâ), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

12. APPOINTMENT/ RE-APPOINTMENT/ RESIGNATION/ RETIREMENT OF DIRECTORS/ CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

S.no.	Name	Designation	Reason	Date
1.	Dr. Dattatreya Nagireddy	Additional Director (Non-Executive Nonindependent)	Appointment	08.10.2022
2.	Dr. Dattatreya Nagireddy	Additional Director (Non-Executive Nonindependent)	Resignation	26.12.2022
3.	Mr. Ankit Kumar	Company Secretary and Compliance Officer	Demise	28.11.2022
4.	Ms. Sushma Vangari	Company Secretary and Compliance Officer	Appointment	12.05.2023
5.	Ms. Sushma Vangari	Company Secretary and Compliance Officer	Resignation	12.08.2023
6.	Ms. Aakanksha	Independent Director	Resignation	02.09.2023
7.	Mr. Venkateshwarlu Tati	Non-Executive Director	Resignation	02.09.2023
8.	Ms. Pallavi Handique	Independent Director	Appointment	02.09.2023
9.	Ms. Padma Tati	Non-Executive Director	Appointment	02.09.2023
10.	Mr. Vishal Jethalia	Non-Executive Director	Appointment	02.09.2023
11.	Ms. Preeti	Independent Director	Appointment	02.09.2023

The Board places on record the sincere appreciation for the services rendered by director and KMP of the Company.

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and under regulation 16(1)(b) read with regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The Independent Directors have also confirmed that they have complied Companyâs Code of Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

14. SHIFTING OF REGISTERED OFFICE:

During the year under review there was no change in the Registered Office of the Company.

15. BOARD MEETINGS:

The Board of Directors duly met six (6) times on 30.05.2022, 08.08.2022, 08.10.2022, 31.10.2022, 26.12.2022 and 03.02.2023 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

16. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc.

17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act,

2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is given in Annexure-1a to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure-1b to this report.

18. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 a remuneration ratio of 3:1 is being paid to Mr. Balakrishna Tati, Chairman and Managing Director of the Company.

19. DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

21. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2022-23 the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

22. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial statements u/r regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2022-23 is annexed in this Annual Report.

23. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

M/s Vintage Coffee Private Limited and M/s Delecto Foods Private Limited are subsidiaries of the company.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure -2 and forms part of this report.

24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

There have been no companies which have been ceased to be the subsidiaries or joint ventures or Associate Companies during the year.

25. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the âListing Regulationsâ) and Section 129 of the Companies Act, 2013, the Consolidated Financial Statements which have been prepared by the Company in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS) forms part of this Annual Report.

26. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2023 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

27. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2023, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the Financial Year, The Company has given Loans to M/s. Vintage Coffee Private Limited and M/s. Delecto Foods Private Limited i.e., Material Subsidiary Companies Rs. 10.45 Crores and Rs. 1.83 Crores respectively, during the year under review.

The company has not given Guarantees or made any investments during the year under review.

29. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. During the financial year 2022-23, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-3 to this report.

30. AUDITORS AND AUDITORS REPORT:

A) STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT

At the Extra Ordinary General Meeting held on 06.12.2021, the members of the company appointed M/s. S Bhalotia & Associates, chartered Accountants as Statutory Auditors of the company. The Board of Directors at their meeting held on August 08, 2022, reappointed M/s. S. Bhalotia & Associates, Chartered Accountants (Firm Registration no. 325040E) as Statutory Auditors of the Company, to hold office from the conclusion of 42^nd Annual General Meeting until the conclusion of the 46^th Annual General Meeting for the FY 2026-27.

The Auditorsâ Report for fiscal 2023 does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated audited financial results of the Company for the Financial Year ended March 31, 2023 from the statutory auditors of the Company.

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

B) SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Vivek Surana & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31st, 2023.

The Secretarial Audit was carried out by M/s. Vivek Surana & Associates, Company Secretaries for the financial year ended March 31st, 2023. The Report given by the Secretarial Auditor is annexed herewith as Annexure- 4 and forms integral part of this Report.

Further, As per requirement of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)2015, M/s. Vintage Coffee Private Limited and Delecto Foods Private Limited attached Secretarial Audit Reports for the year ended March 31st,2023 as Annexure 4.

C) ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 30.05.2023, was given by M/s. Vivek Surana & Associates, Practicing Company Secretaries which was submitted to BSE Limited within 60 days of the end of the financial year.

D) INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by the Internal Auditor of the Company.

M/s V. Goutham & Associates, Chartered Accountants, Hyderabad was appointed as Internal Auditors for the financial year 2022-23.

Deviations are reviewed periodically, and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

31. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 is annexed herewith as Annexure- 5 to this report.

33. CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed compliance to the Code of Conduct for the Financial Year 2022-23. A declaration signed by the Managing Director affirming compliance with the Companyâs Code of Conduct by the Board of Directors and Senior Management for the Financial Year 2022-23 as required under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report which is appended as Annexure 6 and forms part of this Report.

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

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Companyâs operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 1966.90 Lakhs Foreign Exchange Outgo: Rs. 14.21 Lakhs

35. COMMITTEES:

(I) . AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchange read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchange read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

36. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

37. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company www.vcbl.coffee.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

39. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2023.

40. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company.

41. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

42. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companyâs website at www.vcbl.coffee.

43. INSURANCE:

The properties and assets of your Company are adequately insured.

44. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited forms part of this annual report.

The Certificate(s) issued by M/s Vivek Surana & Associates, Practicing Company Secretaries, pertaining to compliance of âCorporate Governanceâ conditions as applicable to the Company and no Disqualification/ Debarment of its Directors from holding Directorship in the Company is annexed to Corporate Governance Report.

45. POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www .vcbl. coffee.

46. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government. We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

47. NON-EXECUTIVE DIRECTORSâ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors except Ms. Padma Tati, Mr. Vishal Jethalia & Mr. Mohit Rathi who are holding shares in the Company.

48. COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as part of Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

49. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

Insolvency proceedings have not been initiated against our Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

50. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (www.vcbl.coffee.).

51.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 on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPOSH Actâ) and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the website at www .vcbl. coffee.

All employees are covered under this policy. During the year 2022-23, there were no complaints received by the Committee.

52. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review except:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employeeâs stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential allotment of Shares: NA

RIGHTS ISSUE:

The Board in its meeting held on 18.05.2023 has approved issue of fully paid-up equity shares of face value of Rs. 10/- each of the Company on rights basis for an amount of not exceeding Rs. 49.00 Crores (Rupees Forty-Nine Crores) to eligible equity shareholders of the Company with the Issue Size of Rs. 4188.14 Lakhs and ratio of 1 (One) Equity Share for every 2 (Two) Equity shares as on Record date i.e., 19th June, 2023 as decided by the Right Issue Committee. According, the Board in its meeting held on 18.07.2023 has allotted 3,49,01,136 Equity Shares of Rs. 10/- each towards rights issue.

53. ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, ROC etc. for their continued support for the growth of the Company.

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Directors Report of Vintage Coffee And Beverages Ltd.

1. FINANCIAL PERFORMANCE SUMMARY

2. STATE OF THE COMPANY AFFAIRS

3. FINANCIAL PERFORMACE REVIEWSTANDALONE

CONSOLIDATED

4. TRANSFER TO ANY RESERVES

5. CHANGE IN THE NATURE OF BUSINESS

6. DEPOSITS

7. DIVIDEND

8. LISTING OF EQUITY SHARES

9. SHARE CAPITAL

a. Authorised Shares Capital

11. RE-APPOINTMENT OF DIRECTORS WHO LIABLE TO RETIRE BY ROTATION

12. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

13. DECLARATION OF INDEPENDENCE

14. NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met nine (9) times, i.e., on April16, 2024; April 27, 2024; May 18, 2024; June 20, 2024; July 23, 2024; August 9, 2024; October28, 2024; January 30, 2025 and March 6, 2025.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

16. DIRECTORS RESPONSIBILITY STATEMENT

17. ANNUAL RETURN

18. COMPLIANCE WITH SECRETARIAL STANDRARDS

19. COMMITTEES OF THE BOARD

20. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS

21. FAMILIARISATION PROGRAMME

content/uploads/2024/05/Familiarization-Programme-for-Independent-Directors.pdf.

22. CORPORATE GOVERNANCE REPORT

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES

25. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

26. MATERIAL CHANGES AND COMMITMENTS

27. INSURANCE:

28. THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPs AND SENIORMANAGEMENT:

29. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIALPERSONNEL AND EMPLOYEES

30. STATUTORY AUDITORS

31. REPORTING OF FRAUDS BY AUDITOR

32. INTERNAL AUDITOR

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENTS

34. SECRETARIAL AUDITOR

35. ANNUAL SECRETARIAL COMPLIANCE REPORT

36. COST AUDITOR & MAINTEANANCE OF COST RECORDS

37. CORPORATE SOCIAL RESPONSIBILTY

38. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

39. POLICY ON DIRECTORSâ APPOINTMENT REMUNERATION & OTHER DETAILS

40. NOMINATION AND REMUNERATION POLICY

https://vcbl.coffee/wp-content/uploads/2024/05/Nomination-and-Remuneration-Policy.pdf

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO

F oreign Exchange Earnings and Outgo

42. RISK MANAGEMENT POLICY

https://vcbl.coffee/wp-content/uploads/2024/05/Risk-Management-Policy.pdf.

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

No. of Complaints Received: Nil

No. of Complaints Disposed Off : NA

44. INDUSTRIAL SAFETY AND ENVIRONMENT

45. GREEN INITIATIVE

46. INDUSTRIAL RELATIONS

1. FINANCIAL PERFORMANCE SUMMARY

2. STATE OF THE COMPANY AFFAIRS

3. FINANCIAL PERFORMACE REVIEW STANDALONE

CONSOLIDATED

4. TRANSFER TO ANY RESERVES

5. CHANGE IN THE NATURE OF BUSINESS

6. DEPOSITS

7. DIVIDEND

8. LISTING OF EQUITY SHARES

9. SHARE CAPITAL

a. Authorised Shares Capital

b. Issued, Subscribed and Paid-up Share Capital

c. Fully Convertible Warrants

d. Equity Shares with Differential Voting Rights

e. Bonus Shares

f. Buy Back of Securities

g. Employee Stock Options

h. Sweat Equity Shares

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Changes in Directorate

During the year under review, the following changes have been made to the composition

Appointment:

Cessation:

The following changes have been made to the to the composition of the Board of Directors of the Company after the end of the Financial Year 2023-24:

Appointment:

3. FINANCIAL PERFORMACE REVIEW
STANDALONE

During the year under review, the Board of Directors of the Company met nine (9) times, i.e., on April
16, 2024; April 27, 2024; May 18, 2024; June 20, 2024; July 23, 2024; August 9, 2024; October
28, 2024; January 30, 2025 and March 6, 2025.

20. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

28. THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPs AND SENIOR
MANAGEMENT:

29. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND EMPLOYEES

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS

39. POLICY ON DIRECTORSâ APPOINTMENT REMUNERATION & OTHER DETAILS

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

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

28. COMMENTS ON QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS IN THE AUDITORSâ REPORT

36. POLICY ON DIRECTORSâ APPOINTMENT REMUNERATION & OTHER DETAILS