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

1. Financial Results/Financial highlights

2. Overview of Company Operations and Performance

i. Company Overview:

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

ii. Strategic Initiatives and Achievements

a. Change in the object of the Company

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

b. Change of name of the Company

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

c. Revocation of BSE Suspension order

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

d. Business updates:

i. Crochet Industries Limited

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

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

ii. Investment in Martin Judds Microbreweries Private Limited

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

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

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

3. DIVIDEND:

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

4. TRANSFER TO RESERVES:

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

5. SHARE CAPITAL:

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

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

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

6. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

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

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

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

7. DEPOSIT:

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

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

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

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

10. RELATED PARTY TRANSACTIONS:

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

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

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

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

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

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

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

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

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

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

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

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

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL:

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

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

14. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

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

15. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

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

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

16. COMPOSITION OF THE BOARD:

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

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

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

17. MEETINGS:

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

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

MEETING OF INDEPENDENT DIRECTORS

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

18. AUDIT COMMITTEE:

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

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

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

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

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

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

Current Composition of Audit Committee:

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

Terms of Reference:

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

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

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

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

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

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

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

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

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

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

• Disclosure of any related party transactions;

• Modified opinion / Qualification in the draft audit report;

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

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

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

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

ix. Scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6. Statement of deviations:

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

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

19. NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

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

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

Current Comnosition of Nomination and Remuneration Committee:

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

Terms of reference:

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

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

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

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

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

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

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

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

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

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

Nomination and Remuneration Policy:

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

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

- Personal, Professional, or business standing;

- Diversity of the Board

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

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

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

20. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

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

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

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

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

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

Purrpnt C'mnnndtinn nf StiikphnlHprs Rplntinnchin

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

21. BOARD EVALUATION:

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

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

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

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

23. AUDITORS AND AUDITORS’ REPORT:

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

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

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

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

24. SECRETARIAL AUDIT AND SECRETARIAL AUDITOR’S REPORT:

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

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

25. INTERNAL AUDITOR:

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

26. REGISTRAR AND TRANSFER AGENT

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

27. INTERNAL CONTROL SYSTEMS:

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

28. ANNUAL RETURN:

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

29. MANAGEMENT DISCUSSION AND ANALYSIS:

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

30. CORPORATE GOVERNANCE REPORT:

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

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

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

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

31. CORPORATE SOCIAL RESPONSIBILITY:

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

32. VIGIL MECHANISM

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

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

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

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

34. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

b. the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit or loss
of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

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

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

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

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

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

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

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

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

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

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

38. RISK MANAGEMENT

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

39. MAINTENANCE OF COST RECORDS

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

40. OTHER DISCLOSURES / CERTIFICATION

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

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

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

41. ACKNOWLEDGEMENT:

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

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

Sd/- Sd/-

Mr. Erramilli Prasad Venkatachalam Sri. Venkata Rajeswara Rao Samavedam

Chairman cum Managing Director Non-Executive Director

(DIN: 08171117) (DIN: 10347786)

Date: June 25, 2025
Place: Hyderabad