Chambal Breweries & Distilleries Ltd Directors Report

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) Df 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 nonexecutive 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 Auditors 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.

VIGIL 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 Companys 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.

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 III

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 III 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^!h ACM until the conclusion of the 44^ AGM to be held for the financial year 2028-29.

The Statutory Auditors 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 year 2025-26.

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 2D24-25.

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 call 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: S2018RJ5893G0), 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 [1CSI] 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. ig Regulations and Disclosure Requirements) Regulations, 2015, forms part of this report as ANNEXURE 111“.

ANNUAL RETURN

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 ‘TV", 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:

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 SEBI [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 Companys website at: www.chambalkota.in

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;

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

As on the last day of the previous financial year, the Companys 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 Companys 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 Companys performance during the financial year.