Your Directors are pleased to present their 40^th Annual Report on the business and operations of the Compact
together with the Audited Financial Statements for the financial year ended March 31,2025.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS: _{r (}

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The Company is engaged in the trading and retailing of Indian Made Foreign Liquor (1MFL) and beer. However,
due to stringent policies and unfavorable decisions by the government, your Company did not undertake any
business activity related to the retail sale of lMFLand beer during the financial years 2016-17 to 2024-25.

During the financial year 2024-25, the Company remained focused on effective operational and financial
management While revenue from operations remained nil. the Company reported Other Income of Rs
8,95,905.00/- primarily comprising interest income from financial assets. This marks a decline from Rs.
11,03,832.00/- recorded in the previous financial year. However, total expenses also decreased significantly to
tl7,27,443.28/- from Rs. 31,36,059.06/- in the previous year.

As a result, the Company recorded a Net Loss after Tax of Rs. 8,31,538.28/- for the financial year 2024-25
substantial improvement compared to the net loss of Rs. 2,46,74,727.06/- in the preceding year.

TRANSFER TO RESERVES

Your Directors have not proposed to transfer any sum to the General Reserve. No amount has been transferred i .
any reserves during the financial year under review,

DIVIDEND:

In the interest of the Company and in light of the accumulated losses, your Directors do not recommend air
dividend for the financial year ended March 31,2025.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of Business of the Company during the financial year ended on March 31. .'02 5
Your company did rot carry any business activity during financial year under review.

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 of the Company, i.e., March 31, 2025, and the date of this
report

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There was no change made in the financial statements or the Report in respect of three preceding financial years
either voluntarily or pursuant to the order of a judicial authority.

CAPITAL STRUCTURE

There has been no change in the authorized, issued, subscribed, and paid-up share capital of the Company during
the financial year ended March 31, 2025. The paid-up share capital of the company stands at Rs. 7,48,87,580/-
(Rupees Seven Crore Forty Eight Lakh Eighty Seven Thousand Five Hundred and Eighty Only}.

DETAILS OF EMPLOYEES STOCK OPTIONS

There are no employee’s stock options given by the company during the financial year 2024-25.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

1. Ms. Amrita Modi (DIN: 07761166) retired by rotation at the previous Annual General Meeting held on
30* July 2024 and was re appointed by the shareholders.

2. Additionally, Ms. Amrita Modi (DIN: 07761166] was re-appointed by the shareholders at the same AGM
held on 30* July 2024 as a Non-Executive Director of the Company for a term extending up to 30^th
September 2029,

3. Mr. Rinku Goyal (DIN: 10454843) was also re-appointed as an Independent Dii ector of the Company at
the AGM held on 30^th July 2024 for a term up to 11* February 2029, based on the approval of the
shareholders.

4. In accordance with the provisions of the Companies Act, 2013, Mr. Parasram Jhamnani (DIN: 01266196)
is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment Based on the performance evaluation and recommendation of the
Nomination and Remuneration Committee, the Board recommends his re-appointment

5. As per the recommendation of the Nomination and Remuneration Committee, the approval of the
shareholders is also being sought for the re-appointment of Mr. Parasram Jhamnani (DIN: 01266196) as
the Chairman and Managing Director of the Company for a period up to 10* August 2028. The Board
recommends his re-appointment

6. Similarly, based on the recommendation of the Nomination and Remuneration Committee, the approval
of the shareholders is being sought for the re-appointment of Mr. Anmo! Jindal (DIN: 07618593] as an
Independent Director of the Company for a second term up to 24^th September 2030. The Board
recommends his re-appointment

Except for the above, there were no changes in the Key Managerial Personnel of tile Company during
the year under review

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the independent Directors of the

Company have submitted declarations confirming that they meet the criteria of independence as prescribed under
Section 149(6] of the Act and the Rules framed thereunder, as well as Regulation 16(1)[b) of the SEB1 (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors, after due assessment of the disclosures and confirmations received, is of the opinion that
the Independent Directors fulfill the conditions specified in the Act and the SEBI Listing Regulations and are
independent of the management.

There has been no change in the circumstances affecting their status as independent Directors of the Company
during the year.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR

The Board is of the opinion that the independent directors appointed during the year possess the required
integrity, expertise, experience, and proficiency to effectively discharge their responsibilities.

BOARD MEETINGS

The Board of Directors met four (4) times during the financial year 2024-25. Frequency and quorum at these
meetings were in conformity with the provisions of the Companies Act, 2013, Secretariat Standard -1 on Meetings
of the Board of Directors,

Attendance of Directors in ACM and Board meetings held during the financial year 2024-25 are as follows;

AUDIT COMMITTEE

The company has the audit committee in line with the provisions of Section 177 of the Companies Act, 2013.

The audit committee met four (4) times during the financial year 2024-25. Frequency and quorum at thi e
meetings were in conformity with the provisions of the Companies Act. 2013.

Attendance at Audit Committee meetings held during the financial year 2024-25 as follows:

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The company has the Stakeholders’ Relationship Committee in line with the provisions of Section 178 of the
Companies Act, 2013.

Attendance of Stakeholders' Relationship Committee meetings held during the financial year 2024-25 are as
follows;

NOMINATION AND REMUNERATION COMMITTEE

The company has the Nomination and Remuneration Committee in line with the provisions of Section 178 of the
Companies Act, 2013.

Attendance at Nomination and Remuneration Committee meetings held during the financial year 2024-25 as
follows:

NOMINATION & REMUNERATION POLICY

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has adopted a comprehensive Nomination and Remuneration
Policy.

The Policy provides a framework to the Nomination and Remuneration Committee for matters relating to the
appointment, removal, and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management, and
other employees. It lays down clea r criteria for:

Determining qualifications, competencies, positive attributes, and independence for the appointment of Directors
(Executive and Non-Executive);

Evaluating the performance of the Board, its Committees, and individual Directors;

Establishing principles for remuneration of Directors, KMPs, Senior Management, and other employees, aligned
with market practices and company goals.

The Nomination and Remuneration Policy is available on the Company’s website at:

• www.chambalkota.in

• Web link;: http://www.chambalkota.m/download/nomination%20&%20Remuneration%20policy.pdf

We affirm that the remuneration paid to the Directors, Senior Management, and other employees during the year
is in accordance with the terms and parameters laid down in the said policy.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, a separate exercise was carried out to evaluate the
performance of Board. Directors including the Chairman of the Board and Board Committees.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to Section 149(B) read with Schedule IV. Section 178(2), Section 134(3)(p) of
Companies Act, 2013.

The performance of the board was evaluated by the Board after seeking inputs from all the directors an the basis
of criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole
and Chairman of the Company was evaluated, taking into account the views of executive directors and non¬
executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors
on the basis of criteria such as the contribution of the individual director to the board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution and Inputs in meetings,
etc.

At the board meeting that followed the meeting of the Independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated

INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial controls with reference to financial statements, which were tested
during the year with no material weaknesses observed. As per the Auditor's Report for FY 2024-25, these controls
were found to be effective in all material respects as at March 31, 2025.

DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, the Company does not have any Subsidiary, Joint Venture, or Associate Company as
defined under the provisions of the Companies Act, 2013.

Subsidiary Company: Nil
Joint Venture: Nil
Associate Company: Nil

Accordingly, the disclosure in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is not
applicable.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of
Section 73 of die Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, no amount on account of principal or interest on public deposits was outstanding as on the date of
the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 O F THE COMPANIES ACT,

2013

During the financial year ended March 31, 2025, the Company has not given any loans, provided any guarantees,
or made any investments falling within the purview of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTION S

All Related Party Transactions entered into by the Company during the financial year ended 31st March, 2025
were carried out in the ordinary course of business and on an arm's length basis. Accordingly, the provisions of
Section 188 of the Companies Act, 2013 were not attracted.

Further, there were no materially significant related party transactions made by the Company with its Promoters,
Directors, Key Managerial Personnel, or other related parties that could have had a potential conflict with the -
interest of the Company at large.

Therefore, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2 is not
applicable for the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable to the Company for the financial year under review.
Accordingly, the Company was not required to constitute a CSR Committee or undertake any CSR activities during
the year.

RISK MANAGEMENT

The Company has not formulated a formal Risk Management Policy pursuant to the provisions of the
Companies Act, 2013, as the elements of risk threatening the Company's existence are currently considered
minimal.

However, the Board of Directors periodically assesses and reviews potential risks to the business and takes
appropriate measures to mitigate and manage such risks in the best interest of the Company.

The Risk Management Policy is available on the Company's website at: yvww.chambalkQta.il'
web link: http://www.chambalkota.in/download/Risk%20management%20policy.pdf

VIGFL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, the Company has established a
Whistle Blower Policy to provide a vigil mechanism for Directors and employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct.

The Policy provides a structured process for reporting such concerns and ensures adequate safeguards against
victimization of individuals using the mechanism. It also enables direct access to the Chairman of the Audit
Committee, where necessary.

The Whistle Blower Policy Is available on the Company’s website at the following link:
http://www.chambalkota.in/download/whistJe%20blpwer%20policy.pdf

During the year under review, no complaint or concern was reported under this mechanism, and the system is
functioning effectively. No personnel were denied access to the Audit Committee..

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial year under review, no significant or material orders were passed by a ny regulators, courts, or
tribunals which would impact the going concern status of the Company or have a material bearing on its
operations in the future.

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

During the financial year 2024-25, there were no instances of one-time settlement with any bank or financial
institution, and hence, the disclosure regarding any difference in valuation is not applicable.

DISCLOSURE OF AGREEMENTS SPECIFIED IN CLAUSE 5A OF PARA A OF PART A OF SCHEDULE HI

During the financial year 2024-25, there were no agreements entered into by the Company as specified under
Clause 5A of Para A of Part A of Schedule 111 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS

M/s. Lokesh Maheshwari & Associates, Chartered Accountants (Firm Registration No. 020075C), were appointed
as the Statutory Auditors of the Company at the 39th Annual Genera) Meeting held on July 30,2024, for a term of
five years, i.e., from the conclusion of the 39^s1' ACM until the conclusion of the 44* AGM to be held for the financial
year 2028-29.

The Statutory Auditor's Report for the financial year ended March 31, 2025, does not contain any qualification,
reservation, or adverse remark relating to material misstatements due to error or fraud.

Further, during the financial year 2024-25, no fraud has been reported by the Statutory Auditors under Section
143(12) of the Companies Act, 2013-

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014, the Board of Directors had appointed M/s DCJ and Associates, Chartered Accountants. Kota (Firm
Registration No. 015039C) as the Internal Auditor of the Company to conduct the internal audit for the financial
year 2024-25.

The Internal Audit Report submitted by the internal Auditors was reviewed by the Audit Committee and the Board
of Directors, and the observations, if any, were duly addressed by the Management from time to time.

During the financial year 2024-25, no fraud was reported by the Internal Auditor in their audit report.

The Board has also re-appointed M/s DC] and Associates as the Internal Auditor of the Company for the financial

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel] Rules, 2014, the Board of Directors appointed M/s Bharat Rathore &
Associates, Company Secretaries, Kota (Firm Registration No. S2018RJ589300) as the Secretarial Auditor of the
Company to carry out the Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report, in Form MR-3, as issued hy the Secretarial Auditor for the financial year 2024-25, is
annexed herewith as Annexure "I".

The Secretarial Audit Report for the financial year ended March 31, 2025 did not contain any qualification,
reservation, or adverse remark. The report is self-explanatory and does not cail for any further comments by the
Board,

Based on the recommendation of the Board at its meeting held on July 26, 2025, it is proposed to re-appoint M/s
Bharat Rathore & Associates, Company Secretaries, Kota (FRN: S2018RJ589300), as the Secretarial Auditors of the
Company to hold office for a period of five consecutive years, commencing from the financial year 2025-26 to
2029-30, subject to approval of the shareholders as per the provisions of the Listing Regulations read with Section
204 of the Companies Act, 2013 and the applicable rules there-under.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (1CSIJ and notified by the Ministry of Corporate Affairs, during the financial year 2024-25.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies
Act, 2013. is not applicable to the Company for the financial year 2024-25.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the financial year 2024-25, no application or process was initiated against the Company under the
provisions of the Insolvency and Bankruptcy Code, 2016..

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ
technology for more efficient operations.

As per the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in
ANNEXURE “II" to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed discussion on the industrial structure, development, opportunities, threats, review of operational
performance and risks, as required under Regulation 34 of the Securities and Exchange Board of India (Llst.ng
Regulations and Disclosure Requirements) Regulations, 2015. forms part of this report as ANNEXURE "111"

ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013. the
Annual Return for the financial year ended on 31st March 2025 in the prescribed form MGT-7 is disclosed on the
website at www.chambalkota.in.

PARTICULARS OF EMPLOYEES AND RATIO OF REMUNERATION TO EACH DIRECTOR

in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1] and Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement
containing the ratio of the remuneration of each director to the median remuneration of the employees, along with
other requisite details, and the particulars of employees are annexed herewith as Annexure "IV", forming an
integral part of this Report.

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

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the
Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition
and Redressal) Act, 2013, and the Rules made thereunder. The Audit Committee of the Company has been
authorized to oversee the implementation of the said policy.

A summary of sexual harassment complaints received and disposed of during the financial year 2024-25 is as
under:

Number of complaints pending at the beginning of the year : N IL

No. of complaints received during the year : NIL

Number of complaints disposed off during the year : NIL

Number of cases pending at the end of the year : NIL

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:

The Board of Directors has adopted a Code of Conduct for Prohibition of Insider Trading, in compliance with the
SEB1 [Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Code aims to regulate,
monitor, and report trading in the securities of the Company by insiders and designated persons.

The Code, inter alia, mandates:

• Pre-clearance for dealing in securities by designated persons,

• Prohibition on trading while in possession of Unpublished Price Sensitive Information (UPSI), and

• Restriction on trading during the closure of the trading window.

The Code also lays down guidelines and procedures to be followed by insiders and designated persons and sets
forth the necessary disclosure requirements while dealing in the securities of the Company.

The policy is available on the Company's website at: www.chambalkota.in

Web link: http://vnvw.chambalkota.in/download/CDDE%200F%20FAJR%20DISCLOSURE%20AND%2a
CDDE%20OF%20CONDUCT.pdf

LISTING OF SECURITIES:

The equity shares of the Company are listed on BSE Limited with Scrip Code; 512301. The Company hereby
confirms that the annual listing fees for the financial year 2025-26 have been duly paid to the Stock Exchange..

POSTAL BALLOT

During the financial year 2024-25, no resolutions were passed through Postal Ballot in accordance with the
provisions of Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration)
Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134(3) (c) of the Companies Act, 2013, the Board of Directors of the Company hereby state
and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that
there are no material departures from the same;

(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 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; 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.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of Maternity BeneFit Act, 1961 during the year under
review.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

As on the closure of the financial year, the total number of employees on t he rolls of the Company was 4,
comprising 4 male employees. There were no female or transgender employees during the year.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the compliance requirements under Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46, and Para C, D and E of Schedule V shall not apply to the following class of companies:

Listed entities having paid-up equity share capital not exceeding Rs. 10 crore and net worth not exceeding Rs. 25
crore as do the last day of the previous financial year;

m

Listed entities which have listed their specified securities on the SME Exchange,

As on the last day of the previous financial year, the Company's paid-up equity share capital and net worth fall
within the prescribed exemption limits stated above under clause (a). Accordingly, the Company is exempt from
compliance with the provisions relating to Corporate Governance including Regulation 27(2) of the SEBI (LODR)
Regulations, 2015,

Hence, the Corporate Governance Report does not form part of the Annual Report for the financial year 2024-25,
OTHER DISCLOSURES

All other disclosures as required under the Companies Art, 2013, and the Rules made thereunder, as well as the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been duly made in this Report to
the extent applicable. Any disclosures not specifically covered or provided herein are either NIL or NOT
APPLICABLE to the Company for the financial year 2024-25.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the continued co-operation and support
received from the Company's Bankers, Government Authorities, Advisors, Shareholders, and other stakeholders.

The Board also expresses its deep appreciation for the dedication, commitment, and hard work of the employees
at all levels, who have contributed to the Company’s performance during the financial year.

For and on Behalf of Board of Director
O f Chambal Breweries & Distilleries Ltd.

Place: Kota

Date: 26.07.2025 Sd/- Sd/-

Anmol Jindal Parasram Jhamnani

Director Chairman and Managing Director

DIN:07618593 DIN:01266196