Your Directors present herewith the 18^th Annual Report on business and operations of the company
together with the Audited financial statements and the Auditor’s report for the year ended 31
March 2026.

Financial Highlights

The financial highlights for FY 2025-26 and FY 2024-25 are set out below:

(Amount in ? Crores)

Performance Overview:

During the financial year ended 31 March 2026, the consolidated Net Operational Revenue
increased to ?1,116 Crores from ?1,078 Crores in FY 2024-25, representing an increase of
approximately 3.5% (rounded to 4%)

State of The Company’s Affairs:

The state of affairs of the Company forms an integral part of the Management Discussion and
Analysis Report forming part of this Annual Report.

Dividend:

The Board of Directors of the Company has not recommend any dividend for the financial year
2025-26

Transfer to Reserves:

In accordance to the provisions of Section 134(3)(j) of the Companies Act, 2013, (hereinafter “the
Act”) the Company has not proposed any amount to transfer to the General reserves of the
Company for the financial year 2025-26.

Deposits:

The Company has not accepted any Deposits under Section 73 and Chapter V of the Act and the
rules made thereunder during the financial year under review.

Particulars of Loans, Guarantees or Investments:

The details of the loans, guarantees and investments are provided in the notes to the audited
financial statements forming part of this Annual Report.

Subsidiaries, Joint Ventures and Associate Companies:

As at 31 March 2026, the Company had 14 subsidiaries (including step-down subsidiaries), 5
associate companies and 3 joint ventures. Details of the subsidiaries, including entities which are
yet to commence operations and entities that have been liquidated or sold during the year,
together with the salient features of their financial statements, are set out in e-Form AOC-1
annexed to this Report as Annexure VI.

In accordance with Section 136(1) of the Act, the financial statements of the subsidiary companies
are available for inspection by the Members at the registered office of the Company and are also
available on the Company’s website, subject to the applicable statutory requirements.

In line with Regulation 24 and Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (hereinafter “the Listing Regulations”) the Company has
formulated a detailed policy for determining ‘material’ subsidiaries and the said policy is
available at the Company’s official website and may be accessed at the link :
https://coffeeday.com/Stakeholders/Policies/Material Subsidiary.pdf

Management Discussion & Analysis Report:

Pursuant to Regulation 34(2)(e) of the Listing Regulations, the Management Discussion and
Analysis Report forms part of this Annual Report and is annexed as Annexure I.

Corporate Governance:

The Report on Corporate Governance, together with the applicable certificate from the Practicing
Company Secretary, forms part of this Annual Report and is annexed as Annexure II.

Dividend Distribution Policy:

The Company has adopted a Dividend Distribution Policy in accordance with the applicable
provisions of Regulation 43A of the Listing Regulations. The policy seeks to balance the quantum
of dividend distributed to shareholders with the profits retained for the Company’s commercial
and business requirements.

The said policy is available in the website of the company and may be accessed at the link:
https://coffeeday.com/Stakeholders/Policies/DDP-CDEL.pdf

Board Diversity:

The Company recognises and embraces the importance of diversity in the composition of its
Board. The Board believes that diversity in thought, perspective, knowledge and industry
experience contributes to effective decision-making and sustainable competitive strength. The
Company has adopted a Board Diversity Policy, which is available on its website via link:
https://www.coffeedav.com/PDF/BOARD%20DIVERSITY%20PQLICY.pdf

Board Evaluation and Policy on Directors’ Appointment and Remuneration:

In accordance with Section 178(3) of the Act and the applicable provisions of the Listing
Regulations, the Nomination and Remuneration Committee has specified the criteria and manner
for evaluation of the performance of the Board, its Committees and individual Directors.

During the financial year, the performance of the Board, its Committees and individual Directors
was evaluated in accordance with the applicable provisions of the Act and the Listing Regulations.
The Board’s evaluation covered, inter alia, Board composition and structure, strategic discussions,
effectiveness of reviews and processes, engagement with senior management and overall
functioning. The performance of the Committees was evaluated based on their composition,
effectiveness in discharging their functions and the quality of recommendations made. Individual
Directors were evaluated with reference to factors including integrity, commitment and ability to
exercise independent judgment. The feedback was considered by the Board and appropriate
action points for improvement were identified and implemented, wherever considered necessary.

Pursuant to Regulation 25 of SEBI Listing Regulations, in a separate meeting of Independent
directors held on 12 February 2026, to performance of Non Independent Director, the board as a
whole and the Chairperson of the company was evaluated considering the views of Executive and
Non- Executive Directors.

The detailed policy in compliance with Section 178(3) of the Act read along with Regulation 19
of the Listing Regulations has been approved by the Board of Directors of the Company
and is made accessible at the Company’s official website at the following link:
https://www.coffeeday.com/PDF/NOMINATION%20&%20REMUNERATION%20POLICY.pdf

Appointment/ Resignation/ Re-appointment of Board of Directors:

In accordance with the requirements of the Act and the Company’s Articles of Association, Mrs.
Sowrabhi Ramadas (DIN: 11002032) retires by rotation and is eligible for re- appointment. The
resolution seeking Members’ approval for her re-appointment forms part of the Notice convening
the ensuing Annual General Meeting.

Significant Development during the year and update on action taken on recovery of amount
due by Mysore Amalgamated Coffee Estates Limited (“MACEL”) to subsidiaries of the Company
as per SEBI order dated 24 January 2023

The Company, received Order from SEBI dated 24 January 2023, directing the Company to take all
the necessary steps for recovery of dues from MACEL and its related entities along with due
interest, that are outstanding to the subsidiaries of CDEL. Further, as per the order of SEBI the
Company on 3 April 2023 appointed Crest Law Partners (Independent Law firm) in consultation
with NSE to take effective steps for recovery of dues.

SEBI also imposed monetary penalties aggregating to ?26 Crores under Sections 15HA and 15HB of
the SEBI Act, 1992. The Company appealed against the said order before the Hon’ble Securities
Appellate Tribunal (“SAT”), which granted a stay on the imposition of the penalty.

Thereafter, under the guidance and supervision of CrestLaw Partners, with the prior approval of
NSE and with the consent/acceptance of all the parties to the dispute, it was decided to resolve
the dispute through Arbitral proceedings under the Arbitration and Conciliation Act, 1996 for
recovery of money from MACEL and other related entities.

Further, all the parties to the dispute approved for appointment of Hon’ble Justice Sri Ajit J.
Gunjal, Former Judge, High Court of Karnataka as the Sole Arbitrator in respect of SEBI’s Order
dated 24 January 2023.

The arbitration proceedings are in progress as at the date of this Report.

Further, vide its order dated 7 July 2025, the Securities Appellate Tribunal (SAT) extended, the
period mentioned in paragraph 73(f) of SEBI order dated 24 January 2023 by a further period of six
months.

Director’s Responsibility Statement:

In compliance with Section 134(5) of the Act, the Board of Directors confirms that:

• The applicable accounting standards have been followed in the preparation of the annual
accounts, along with proper explanation relating to material departures, wherever applicable.

• The accounting policies have been selected and applied consistently and judgments and
estimates made 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 or loss of the
Company for that period.

• Proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

• The annual accounts have been prepared on a going concern basis.

• Proper systems have been devised to ensure compliance with the provisions of all applicable
laws and such systems were adequate and operating effectively, subject to the matters
specifically disclosed in the Auditors’ Reports and the accompanying financial statements.

The Board is also responsible for establishing and maintaining adequate internal financial controls
with reference to financial statements and for ensuring their effectiveness. Based on the
assessment carried out by the management, the internal financial controls were operating
effectively as at 31 March 2026, subject to the matters, if any, specifically reported by the
Statutory Auditors.

Declaration by Independent Directors:

The Independent Directors have furnished the requisite declarations confirming that they meet
the criteria of independence prescribed under Section 149(6) of the Act read with Regulation
16(1)(b)he SEBI Listing Regulations. In the opinion of the Board, they fulfil the conditions of
independence specified under the Act and the Listing Regulations and are independent of the
management.

Committees of the Board:

The Company has constituted five Committees of the Board i.e.:

(a.) Audit Committee

(b.) Nomination and Remuneration Committee
(c.) Stakeholder’s Relationship Committee
(d.) Corporate Social Responsibility Committee and
(e.) Risk Management Committee

Details relating to the composition, terms of reference, meetings and attendance of these
Committees are provided in the Corporate Governance Report forming part of this Annual Report.

Meetings of the Board:

During the financial year 2025-26, 8(eight) meetings of the Board of Directors were held. Details
of these meetings and other Committee/General meetings are given in the report on Corporate
Governance Report attached with the Annual report.

Particulars of Contracts/arrangements with related parties:

All the repetitive Related Party Transactions that were entered into during the FY 2025-26 were,
to the extent applicable, on an arm’s length basis and in the ordinary course of business. There
were no materially significant Related Party Transactions made by the Company during the year
that required shareholders’ approval under Regulation 23 of the Listing Regulations. Prior omnibus
approval from the Audit Committee is obtained for transactions which are repetitive in nature.
Further, disclosures are made to the Committee on a quarterly basis.

Further, Particulars of contracts or arrangements with related parties referred to in sub-section
(1) of section 188 in the Form AOC-2 have been enclosed as Annexure-VII pursuant to clause (h)
of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules 2014.

The Company has adopted a Policy for dealing with Related Party Transactions and is made
available on the Company’s official website via web link:
https://www.coffeeday.com/PDF/RPT%20POLICY.pdf

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this Report, except as specifically
disclosed in this Annual Report and the Audited Financial Statements.

Change in nature of business:

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

Conservation of Energy, Research and Development, Technology absorption, Foreign
Exchange Earnings & Outgo(standalone):

The information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo is provided in Annexure III to this Annual Report.

Disclosure under Maternity Benefit Act, 1961/ Code on Social Security, 2020

The Company is in compliance with the applicable provisions relating to maternity benefits as
prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

AUDITORS:

a) Statutory Auditors:

The Members of the Company at the 17^th Annual General Meeting (“AGM”) held on 18^th
September 2025 had reappointed M/s. Venkatesh & Co., Chartered Accountants (Firm
Registration No. FRN 004636S), as the Statutory Auditors of the Company for a period of five (5)
consecutive years to hold office from the conclusion of the 17^th AGM until the conclusion of
the 22^nd AGM, to be held in the year 2030.

b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
of Directors, on the recommendation of the Audit Committee, appointed M/s. G. Akshay &
Associates, Practicing Company Secretaries (Firm Registration No S2018KR612500) as the
Secretarial Auditors of the Company for a term of five consecutive financial years commencing
from FY 2025-26.

The Secretarial Audit Report for the financial year ended March 31, 2026 issued by. M/s G.
Akshay & Associates, Practicing Company Secretaries (Firm Registration No: S2018KR612500) is
annexed to this Report as “Annexure-IV” (including Secretarial Audit Reports of material
subsidiaries i.e Coffee Day Global Limited (CDGL), Coffee Day Trading Limited(CDTL) and
Tanglin Developments Limited(TDL)).

c) Cost Auditor:

In terms of the provisions of Section 148 of the Act, the appointment of the Cost Auditors does
not apply to the Company.

d) Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules,
2014, the Company has appointed M/s A B S & Co., Chartered Accountants as Internal Auditors
of the Company.

Significant and material orders passed by the Courts/Regulators:

During the year under review there were no significant and material orders passed/notices
served by Courts/Regulators except the following:

1. With reference to the order dated 24 January 2023, the Hon'ble Securities Appellate
Tribunal (SAT), Mumbai, vide its order dated 3 March 2023, granted a stay on the recovery
of the penalty of ?26 crore imposed by the Securities and Exchange Board of India (SEBI)
under Sections 15HA and 15HB of the SEBI Act, 1992.

Further, vide its order dated 7 July 2025, the Securities Appellate Tribunal (SAT)
extended, the period mentioned in paragraph 73(f) of SEBI order dated 24 January 2023 by
a further period of six months.

2. During the year, the Company received an Adjudication Order dated March 2, 2026 from
the Securities and Exchange Board of India (SEBI) under Section 15-I of the SEBI Act, 1992
in relation to alleged non-compliance with certain provisions of the SEBI Act, 1992 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to
financial reporting and disclosures for the financial years 2020-21 to 2023-24. Pursuant to
the said Order, a monetary penalty was imposed on the Company under Section 15HB of
the SEBI Act, 1992.

The Company continues to believe that its financial statements were prepared in
compliance with the applicable provisions of the Companies Act, 2013 and the applicable
Indian Accounting Standards, and that adequate disclosures had been made in the financial
statements. However, considering the time, cost and resources involved in pursuing
appellate proceedings, the Company, as a matter of commercial prudence and without
prejudice to its rights and contentions, has paid the monetary penalty. Such payment shall
not be construed as an admission of the findings contained in the Adjudication Order. The
said Order has no material impact on the financial position, operational performance,
going concern status or future operations of the Company.

Extract of Annual Return:

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return for
the financial year ended 31 March 2026 (prepared in Form MGT-7) is available on the Company’s
website at: https://coffeeday.com/Stakeholders/Annual Return/Annual Return 2026.pdf

Business Responsibility & Sustainability Report:

Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, relating to the Business Responsibility and Sustainability Report (BRSR), is not applicable for
the current reporting period, as the Company is outside the top 1,000 listed companies by market
capitalization as on 31 December 2025.

Secretarial Standards:

The Company complies with all Secretarial Standards issued by Institute of Company Secretaries of
India

Internal Financial Control (IFC) and its Adequacy:

The Company has established internal financial controls commensurate with its size, scale and
nature of business. These controls are supported by documented policies, procedures and
guidelines and are designed to provide reasonable assurance regarding the reliability of financial
and operational information, compliance with applicable statutes, safeguarding of assets,
prevention and detection of fraud, accuracy and completeness of accounting records and
compliance with corporate policies.

Significant internal audit observations and management actions are reported to the Audit
Committee on a quarterly basis. The Audit Committee reviews the adequacy of the corrective
actions and monitors their implementation. Internal auditors undertake periodic follow-up of
audit recommendations and the status is reported to the Audit Committee.

Based on the assessment performed by management for the year ended 31 March 2026, the
internal control over financial reporting was considered effective, subject to the matters
specifically referred to by the Statutory Auditors.

Whistle Blower Policy/Vigil Mechanism:

As per the requirements laid down under Section 177(9) of the Act and Regulation 22 of the Listing
Regulations, the Company has established the Whistle blower Policy which encourages Directors
and employees to bring to the Company’s attention, instances of unethical behaviour, actual or
suspected incidents of fraud or violation of the Company’s Code of Conduct that could adversely
impact on Company’s operations and business. The Policy provides that the Company investigates

such incidents, when reported, in an impartial manner and takes appropriate action to ensure
that requisite standards of professional and ethical conduct are always upheld. It provides for
direct access to Chairman of the Audit Committee . The practice of the Whistle blower Policy is
overseen by the Audit Committee and its placed in the audit committee meeting every quarter .
Further, no employee has been denied access to the Committee.

The Contact details of Chairman of Audit committee as under:

Name: Mr. K. R. Mohan

43 New No.22, 3^rd Floor 16^th Cross,

8^th Main, Malleswaram

Bangalore Karnataka 560055

Contact No.: 080-67212345

Email id: investors@coffeedaygroup.com

The Whistle Blower Policy is available on the Company’s official website and may be accessed
through web link: https: //coffeeday.com /PDF/WhistleBlower. pdf

Particulars of Employees:

As stated in provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to
time, a statement showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules which includes the name of top 10
employees in terms of remuneration, forms part of this annual report. Further, the Annual Report
and the accounts are being sent to the members of the Company excluding the aforesaid
statement. Pursuant to the provisions of Section 136(1) of the Act, the said statement is open for
inspection at the registered office of the company and any member interested in obtaining a copy
of the same may write to the Company Secretary of the Company.

Disclosure pertaining to the remuneration 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
is provided in “Annexure-V”.

Corporate Social Responsibility (CSR):

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, and on the recommendations of the CSR Committee comprising
of Mrs. Malavika Hegde, Mr. K.R. Mohan as Members and Dr. I R Ravish as the Chairman, the CSR
policy is adopted and approved by the Board of the Company. The said policy has been hosted on
the Company’s website and is available on the link:
https://coffeeday.com/Stakeholders/Policies/CSR-Policv-CDEL.pdf it lays down the purpose of
formulation of the policy, areas of focus, composition of Committee and CSR budget.

During the year under Report, the Company was not required to spend any amount on CSR
activities.

Green Initiatives:

In keeping with the Company’s commitment to environmental sustainability and green initiatives,
electronic copies of the Notice of the 18^th Annual General Meeting together with the Annual
Report are sent to Members whose email addresses are registered with the Company and/or their
Depository Participant(s), in accordance with applicable law.

Prohibition and Redressal of Sexual Harassment at Work place:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules made thereunder. The Company has constituted an Internal Complaints Committee
(“ICC”) to inquire into complaints and recommend appropriate action.

The ICC comprises:

• Mrs. Bhavna Halappa - Presiding Officer

• Mrs. Arundhati Mukoo - Internal Member

• Mrs. G. Vanajakshi N - External Member

The details of complaints under the applicable disclosure requirements are as follows:

BOARD’S RESPONSE ON AUDITORS’ QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE:

The Board’s responses to the qualifications, reservations, adverse remarks and disclaimers
contained in the Independent Auditors’ Reports for the year ended 31 March 2026 are set out
below. The wording should be read together with the corresponding Notes to the Audited
Financial Statements and the Auditors’ Reports.

A. Statutory Auditor’s Qualification

I. Following are the Disclaimers given in the Consolidated Independent Auditors Report for the
year ended 31 March 2026 and management response for the same.

a. Attention is drawn to Note 65 of the consolidated financial statements wherein a final
adjudication order dated 24.01.2023 has been served on the company under section 11
(11(4), 11(4A), 11B and 11B ( of the Securities and Exchange Board of India Act, 1992 read
with Rule 5 of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 by
SEBI imposed with a total monetary penalty of ? 26,00,00,000 (Rupees Twenty-Six Crore)
under Section 15HA and Section 15HB of the SEBI Act, 1992 respectively on account of
violations of provisions of Section 12A(a), (b) & (c) of the SEBI Act, 1992 read with
Regulations 3(b), (c) & (d) and 4(1) of the PFUTP Regulations as stated in Para 59 and 60 of
its order relating to the advances to MACEL by the subsidiaries of the Company. The
company appealed against the above order dated 24th January 2023 to the Hon’ble
Securities Appellate Tribunal (SAT) which granted stay on the imposition of penalty. Further,
the Company has initiated arbitration proceedings against MACEL. These proceedings are
updated to NSE and Board members of CDEL by legal firm Crest Law. In this regard the
subsidiaries of the company have filed claim statement as part of arbitration proceedings.

No provision is made in the books of accounts against the amount receivable from MACEL. In
the absence of any conclusive evidence demonstrated by the company for recoverability of
the same, we are unable to comment on the recoverability, requirement or otherwise of
provision on those receivables and consequential impact on these financial statements.

Further, we have in respect of 3 subsidiaries and 2 step-down subsidiaries, based on our
review, have issued a disclaimer of opinion due to the possible impact of the recoverability
of dues from MACEL. Hence, we are unable to comment on the recoverability of amount due
from MACEL amounting to ? 3,357.13 Crores to the group as a whole.

Similarly in the case of one other subsidiary, the other auditor has issued a disclaimer of
opinion due to the possible impact of the recoverability of dues from MACEL.

Management response:

The company appealed the above order dated 24^th January 2023 to the Hon’ble Securities
Appellate Tribunal (SAT). However, the SAT granted stay on imposition of penalty.

As per the instructions of NSE the Company appointed Independent Law Firm Crest Law on
3^rd April 2023 to take effective steps for recovery of dues from MACEL.

Subsidiaries of the company has initiated arbitration proceedings against MACEL. In this
regard the subsidiaries of the company has filed claim statement as part of arbitration
proceedings.

Under the above circumstances, no provision is made in the books of accounts against the
amount receivable from MACEL.

As on 31 March 2026 the amount due by MACEL to various subsidiaries and joint venture of
the company amounts ? 3,357.13 crores.

b. In respect of the Holding Company and some of the subsidiaries, there are instances of non¬
compliance with certain debt covenants including interest & principal repayment defaults
have been described. We also draw attention to the fact that the Holding Company has not
obtained the balance confirmations on loans from two lenders amounting to ? 76.98 crores.
We have been informed that during the previous years, certain lenders have exercised their
right to recall the loan (refer Note 23, Note 23A and Note 29 of the consolidated financial
statements). In the absence of adequate and sufficient audit evidence to establish the
amounts payable to the lenders, we are unable to provide our opinion on the correctness of
these amounts reflected in the consolidated financial statements and also on their
consequential impact and potential tax liabilities.

Management response:

Coffee Day Global Limited(subsidiary) company has recognised interest @8.50% as per
restructuring plan and letter receive from the lenders where they have agreed interest
payable is @8.5%.

Management is following up with lenders to get the balance confirmations. This will be
taken care of during one time settlement process.

c. The Consolidated Financial Statements of the Group have been prepared by the Management
and Board of Directors using the going concern assumption in view of the positive net-worth
of the Group (refer Note 57 of the Consolidated Financial Statements). The matters detailed
in the above paragraphs may have a consequential implication on the Group’s ability to
continue as a going concern. We have expressed the same in the reports of two subsidiaries
and three step-down subsidiaries. Further, the auditors of one subsidiary and two step-down
subsidiaries have also expressed material uncertainty over going concern in their reports.

Management response:

The consolidated financial statements for the year ended 31 March 2026 have been
prepared on a going concern basis in view of the positive net worth of the Group
amounting to ? 3,156.30 crores as of 31 March 2026.

d. We draw attention to Note No.13 of the consolidated financial statements wherein in one
subsidiary, there are doubts on the recoverability of capital advance dues aggregating to ?
275 Crores. An agreement for the purchase of land at Mumbai had been entered into which
has been acquired by City & Industrial Development Corporation (CIDCO) nodal agency for
acquiring land for Navi Mumbai International Airport. CIDCO has proposed alternative land in
lieu of the acquisition of land. However, the party has filed legal case for monetary
compensation instead of alternate land. Hence, we are unable to comment on the
recoverability of amount due.

Management response:

An agreement for purchase of land at Mumbai had been entered into by the Tanglin
Developments Limited (subsidiary) with Mrs.Vasanthi Hegde in FY 2017-18. Based on
agreement to purchase the land the Tanglin Developments Limited (subsidiary) has
advanced ? 275 Crores to Mrs.Vasanthi Hegde. The land in the name of Mrs.Vasanthi Hegde
has been acquired by City & Industrial Development Corporation (CIDCO) nodal agency for
acquiring land for Navi Mumbai International Airport. CIDCO has proposed alternative land
in lieu of the acquisition of land. However Mrs.Vasanthi Hegde has filed legal case for
monetary compensation instead of alternate land. The Matter is pending under legal
dispute pending for conclusion.

e. One of the subsidiary’s of the company has not recognized a financial guarantee given to
erstwhile subsidiary SICAL amounting to ? 41.67 Crores, which has been invoked by the
lenders. Due to the proposed restructuring plan with the lender regarding a settlement, we

are unable to assess the impact of this matter on the financial statement. Accordingly, the
level of compliance with the Indian Accounting Standards cannot be ascertained by us.

Management response:

As the Coffee Day Global Limited(subsidiary) is in the process of restructuring of the debt,
once the debt is restructured the respective corporate guarantee liabilities will be given
effect in the financial statements to the extent required

f. We have highlighted in one subsidiary that the Company is currently undergoing a corporate
restructuring process with its lenders, as detailed in Note No.58 of the consolidated financial
statements. This restructuring involves realigning the company’s debt and interest
obligations in accordance with the proposed plan, which remains pending for necessary
approvals. The company has not recognized the impact of exchange fluctuation difference
for the External commercial borrowings from one lender who are also a part of the proposed
restructuring plan. The conversion of the foreign currency loan into rupee loans as well as
applicable interest rate of 8.50% is subject to the necessary approval of the Reserve Bank of
India. Pending final execution of the restructuring plan and pending necessary approvals
from the RBI for the conversion of foreign currency loan, we are unable to comment on the
completeness of the loan balances and its impact in these consolidated financial statements

Management response:

Coffee Day Global Limited(subsidiary) company has recognised interest @8.50% as per
restructuring plan and letter receive from the lenders where they have agreed interest
payable is @8.5%.

Management is following up with lenders to get the balance confirmations. This will be
taken care of during one time settlement process.

II. Following are the Disclaimers given in the Standalone Independent Auditors Report for the
year ended 31^st March 2026 and management response for the same.

a. We have not been provided with sufficient evidence with respect to recoverability of dues
from group companies amounting to ? 1,444.38 Crores (refer Note 7B of the standalone
financial statements). We are therefore unable to comment on the recoverability of the
stated balance from group companies and the impact on the standalone financial
statements.

Management response:

The company is confident to collect the dues from group companies on realization of
receivables by the group companies. During the year company has made recoveries from
subsidiaries and repaid to the lenders of the company.

b. Attention is drawn to Note 14 of the standalone financial statements, wherein instances of
non-compliance with certain debt covenants including interest & principal repayment
defaults have been described. We also draw attention to the fact that the Company has
not obtained the balance confirmations on loans from two lenders amounting to ? 76.98
crores. In the absence of adequate and sufficient audit evidence to establish the amounts
payable to the lenders, we are unable to provide our opinion on the correctness of these
amounts reflected in the standalone financial statements and also on their consequential
impact including compliance with accrual concept of accounting and potential tax
liabilities.

Management response:

Management is following up with lenders to get the balance confirmations. This will be
taken care of during one time settlement process.

c. The standalone financial statements have been prepared by the Management and Board of
Directors using the going concern assumption (Refer Note 39 of the standalone financial
statements). The matters detailed in the above paragraphs may have a consequential
implication on the Company’s ability to continue as a going concern. We are therefore
unable to comment on whether the going concern basis for preparation of the standalone
financial statements is appropriate.

Management response:

These standalone financial statements for the year ended 31 March 2026 have been
prepared on a going concern basis in view of the positive net worth of the Company
amounting to ? 17,917.64 million as of 31 March 2026. Company has repaid its major
lenders during the year.

B. Secretarial Audit Qualification

For the financial year 2025-26, there are no qualifications, reservations or adverse remarks made
by the Practicing Company Secretary in the Secretarial Audit report of the Company.

Risk Management and Assessment:

The provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are not applicable to the Company. However, the Company has constituted a
Risk Management Committee. The Company is exposed to various risks considering the diversified
parameters according to the different major business sectors of the Company that is coffee
business, and resort business. The Audit Committee oversees the area of financial risks and
controls. Major risks identified by the business and functions are systematically addressed through
mitigating actions on continuing basis. The Company has incorporated sustainability in the
process, which helps the Board to align potential exposures with the risk appetite and highlight
risks associated with chosen strategies.

Details in respect of frauds reported by Auditors under Section 143(12):

There was no instance of fraud during the year under review, which required the Statutory
Auditors / Secretarial Auditors to report to the Audit Committee and / or Board under Section
143(12) of the Act and the rules made thereunder.

Statutory Disclosures:

None of the Directors of your Company are disqualified as per provisions of Section 164(1) and (2)
of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under
various provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015.

General Disclosures:

a) Buy back of securities:

b) In accordance with Section 68 of the Act, the Company has not bought back any of
its securities during the year.

b) Sweat Equity:

The Company has not issued any Sweat Equity Shares under the provisions of
Section 54 of the Act.

c) Bonus Shares:

In terms of Section 63 of the Act, the Company had not issued Bonus Shares during
the year under review.

d) Employee Stock Option Plan:

Pursuant to the provisions of Section 62 of the Act, the Company has not provided
any Stock Option to the Employees of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR.

Not applicable during the reporting period.

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.

No application was made and no proceeding was pending against the Company under the
Insolvency and Bankruptcy Code, 2016 during the reporting period, as applicable.

Appreciation:

The Board acknowledges and places on record its’ appreciation for the contributions and hard
work of Chief Executive Officer, Chief Financial Officer, Company Secretary & Compliance officer
and other Senior employees and their team specifically in the last 6 years for continued
operations and effective interaction with all stakeholders and statutory agencies.

Acknowledgement:

The Directors express their gratitude to the Company’s employees, customers, banks and financial
institutions, investors and other stakeholders for their continued support. The Directors also thank
the concerned Government departments and agencies for their cooperation. The Board
appreciates and values the contribution made by every member of the ‘Coffee Day’ family.

For Coffee Day Enterprises Limited

Sd- Sd-

Malavika Hegde K R Mohan

CEO & Whole-time Director Independent Director

DIN: 00136524 DIN: 01718628

Place: Bangalore
Date: 27 May 2026