Cupid Breweries & Distilleries Ltd Directors Report

Dear Shareholders,

Your directors here by present the 38^thAnnual Report on business and operations of the Cupid Breweries and Distilleries Limited (Formerly known as Cupid Trades and Finance Limited) together with the Audited statements of Accounts for the financial year ended on 31^st March 2024.

1. Financial Results/Financial highlights (Amt in Rs.)

Particulars	2023-24	2022-23
Profit Before Depreciation, exceptional items and Tax	-844509	-2459118
Less: Depreciation and amortization expense	20853	6008
Profit before exceptional items and Tax	-865362	-2465126
Profit before tax	-865362	-2465126
Less: provision for Tax	-22680	-141391
Profit after Tax	-888042	-2606517
Profit for the period carried to balance sheet	-888042	-2606517
Add: Balance Brought forward from previous year	-	-
Less: Equity/preference Dividend paid for previous year	-	-
Adj: Gain on re-measurement of defined benefit plans	-	-
Balance available for disposal	-	-
Balance carried to Balance Sheet	-888042	-2606517

2. Overview of Company Operations and Performance

i. Company Overview:

Cupid Breweries and Distilleries Limited, formerly known as Cupid Trades and Finance Limited, have been actively pursuing for revival of its operations with a strategic emphasis on expanding its brewing and distillation business. Significant strides have been made in key areas for the revival, underscoring the companys commitment to growth and enhanced stakeholder value. Below are the key highlights of the companys operations and management initiatives.

ii. Strategic Initiatives and Achievements

a. Change in Management:

In October 2023, the Company underwent a significant transformation with the appointment of a new management team. The board now comprises highly experienced and professional directors and promoters, all dedicated to steering the company toward sustainable growth. This leadership change has been pivotal in reshaping the companys strategic direction.

b. Relocation of Offices:

To better align with its updated business objectives, the company has strategically relocated its registered office and opened a corporate office. These are part of a comprehensive strategy to optimize operations and enhance overall efficiency. Additionally, the company has opened a new office for marketing purposes at the following address: First Floor, Haudin Road, off Halasur Road, Bangalore 560042.

iii. Financial Commitment and Compliance:

The new management appointed Directors have demonstrated a strong commitment to the Companys revival by infusing over INR 2 crore into the business through loans which be converted into equity shares at the face value of Rs. 10/- per shares duly approved by the members / shareholders in the Annual General Meeting, which is pending for conversion as date, resulting no shares held by the new management directors, and those funds were instrumental in clearing major obligations, including SOP fines, ALF dues, tax liabilities, and payments to statutory and regulatory authorities/bodies and for business strategic growth and revenue generation assets building purposes.

To align with the new business objectives, the Company has changed the name of the Company from Cupid Trades and Finance Limited to "CUPID BREWERIES AND DISTILLERIES LIMITED." The Registrar of Companies approved the new name and issued a Certificate of Incorporation pursuant to name change on July 2, 2024.

Amendments were made to the Memorandum of Association (MOA) and Articles of Association (AOA) to align with the new business objectives.

To strengthen internal controls and compliance mechanisms, the new management has appointed an internal auditor, statutory auditor, secretarial auditor, legal consultant, and Finance & Accounts. These appointments underscore the companys commitment to maintain the highest standards of Corporate Governance.

iv. Updates on Steps for Revocation of Suspension from Trading

The Company has taken several steps to address the suspension from trading. After submitting necessary documents and discussions with the concern departments of BSE Ltd, the Company has complied with the delisting committees order dated January 5, 2024, by paying the reinstatement, penalty, and annual listing fees for FY 2023-24 and submission of necessary documents. BSE issued a letter on June 12, 2024, confirming that the previous show cause notices were disposed off based on the Companys representations.

As per Notice No. 20240416-29 dated April 16, 2024, no further action will be taken against the company. Trading in the companys equity shares will continue in the Trade-to-Trade segment, subject to surveillance measures.

v. Operational Expansion and Revenue Generation

a. Focus on Core Business:

Cupid Breweries and Distilleries Limited (Formerly Known as Cupid Trades and Finance Limited) is now primarily focusing on tapping the market of Alcobev products to mark its footprints, by the time its own manufacturing units operational. Also initiated trading of raw materials, intermediary products, consumables for Alcobev industry. Simultaneously, working on procuring licenses for establishing its owned factory units. In the process the Company is focusing on acquisition of Land for setting up manufacturing units to produce Alcobev products. To support this focus, the Company has established a 100% wholly-owned subsidiary, Cupid Breweries and Distilleries LLC FE, in Bukhara City, Uzbekistan and plans are in pipeline to set up own

unit at Dubai area also. Additionally, Company is planning to bring German technology for brewing Industries in India.

b. Revenue Generation Activities:

The Company has initiated immediate revenue-generating activities, through trading of raw materials, intermediaries and consumables related to alcobev industries. Additionally, Company is providing Marketing arrangement for supply of alcobev in the local and international markets by partnering with manufacturing units spread across PAN India and abroad.

vi. Strategic Investments and Future Projections

As part of the Companys Financial Structure and Growth Plan, the new management has taken several proactive measures to strengthen financial health and drive future growth. The bad debt incurred during the tenure of the old management has been written off. The Company has also secured shareholders approval for several key initiatives, including taking loans from Directors and to convert these loans into equity through Preferential issue, as approved during the AGM held on 9^th February 2024. Additional approval for raising funds through Preferential Offers, secured/unsecured debentures or any such securities on 9^th May 2024. Upon receiving approval for the revocation of suspension, the Company will plan for fund raising means through preferential, private placement, further issuance of equity, preference shares or debenture or convertible instruments or any other form of securities permissible, which will be used to fund its factory setup, production and manufacturing activities. These steps reflect the commitment of the new management to improve the financial stability of the company and support its strategic growth objectives.

The Company have identified certain immediate revenue generation assets in the key business States of India, Viz., West Bengal, Odisha, Maharashtra, Karnataka, and Goa which are in production of IMFL / Beer / Malt Spirit covering all products of Alcobev Industry, to have PAN India Prescence as an aggressive player in the Alcobev Industry. For which the envisaged total estimated Capital Expenditure is of Rs. 567.00 Crores (+/- 5%). With these investments the company may register a Sales Turnover of Rs.1516.60 Crore approximately. The Companys keen to raise these funds through preferential and or allowed means with all require permissions of the Regulators. Company is planning to go ahead in structured, constructive manner to achieve its Business Goals with clear Vision and Clarity of Approach with all its resources, and we are confident that BSE will appreciate the committed efforts of the Companys New Management and support with timely permissions to make it reality.

c. Revenue:

The Company did not generate revenue from operations in FY 2023-24.

d. Financial Overview and Management Actions

As part of the Companys Financial Structure and Growth Plan, the new management has taken several proactive measures to strengthen financial health and drive future growth. The

bad debt incurred during the tenure of the old management has been written off.

3. DIVIDEND:

Your directors have not declared any dividend during the year under review due to loss incurred.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

5. SHARE CAPITAL:

The issued, subscribed and paid-up capital of the Company is Rs. 9600000/- (Rupees Ninety-Six Lacs Only) divided into 9,60,000 (Nine Lac Sixty Thousand) equity shares of Rs. 10/- each. During the year under review, the Company has not issued shares or granted stock options or sweat equity. There has been no change in the share capital of the Company during the year.

6. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company has incorporated a wholly-owned Company Cupid Breweries and Distilleries LLC FE on 21.05.2024 at Bukhara city of Uzbekistan, wherein as on date there is no share capital infusion made by the Company. Further, Company is planning to set up the units in various other countries where there are prospective opportunities. The details are provided in AOC-1 forming a part of Annexure III

7. DEPOSIT:

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

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not disbursed any advances for any Loan, Guarantees or investment opportunity within the industry, not exceeding the limit as specified in the Section 186 of the Companies Act,2013.

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

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

10. RELATED PARTY TRANSACTIONS:

All related party transactions entered during the financial year were conducted on an arms length basis and in the ordinary course of business. Significant related party transactions have been duly disclosed in the notes to the financial statements.

The details of contracts or arrangements entered into with related parties in Form AOC-2 is provided in Annexure I forming part of this Boards Report.

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

In October 2023, the Company underwent a significant transformation with the appointment of a new management team.

Company intends to diversify the business and hence, the Company has changed the name from Cupid Trades and Finance Limited to "CUPID BREWERIES AND DISTILLERIES LIMITED." The Registrar of Companies approved the new name on July 2, 2024. Subsequently, to align with the new business object, Company has amended the Memorandum of Association (MOA) and Articles of Association (AOA).

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

The Company has complied with the delisting committee order of BSE Limited dated 05.01.2024 and has paid the reinstatement fees, penalty and Annual Listing fees for the FY 2023-24. Subsequently BSE Limited has issued a letter dated 12.06.2024 L / SUR/ INV / KM/2024-25/ SHELL/ COMP /512361/1 stating that the earlier show cause notices with relevant issues were disposed off as per Companys representations.

As per Notice No. 20240416-29 of BSE dated 16-04-2024, it is noted that on account of compliance requirement by the Company, no further action shall be taken against the Company and trading in the equity shares of the Company will be continued in Trade to Trade for other reason(s), subject to surveillance measures.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 the following changes have been occurred during the financial year 2023-2024.

1. Mr. Erramilli Prasad Venkatachalam was appointed as an Additional Director on 9^th October, 2023 and was regularized as Chairman and CEO at the AGM on 9^th February 2024. On 14^th May, 2024, he was also appointed as Managing Director.

2. Mr. S. V. Rajeswara Rao Samavedam was appointed as an Additional Director on 10^th October, 2023 and was regularized as a Non-Executive Director at the AGM on 9^th February, 2024.

3. Ms. Asha Satpute resigned as an Independent Director and Members of the Committee with effect from 8^th December, 2023.

4. Ms. Varsh Joshi resigned from her positions as Director, Chairperson/ Member of the Committee & Board with effect from 8^th December, 2023.

5. Mr. Arun Kumar A. L. was appointed as an Additional Independent Director on 8^th December, 2023 and was regularized as an Independent Director at the AGM of the Company held on 9^th February, 2024.

6. Dr. Rodrigues Bhagvandas Lily was appointed as an Additional Women Director on 8^th December, 2023 and was regularized as a Women Director at the AGM on 9^th February, 2024.

7. Mrs. Meeta Maurya resigned from her positions as Director and Member of the Committee & Board with effect from 15^th January, 2024.

8. Mr. Arpit Shah was appointed as an Additional Independent Director on 15^th January 2024 and was regularized as an Independent Director at the AGM on 9^th February 2024.

9. Mr. Krishna Kant Maurya resigned as Managing Director, Director, and Member of the Committees with effect from 15^th February 2024.

10. Mr. Erramilli Rishab was appointed as an Additional Director on 28^th June 2024.

Company is in process to appoint a qualified candidate for Company Secretary.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration 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 Companies Act, 2013.

15. COMPOSITION OF THE BOARD:

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

The composition of the Board of Directors as at 31^st March, 2024

Sr. No. Name of Director	Executive/ Non— Executive/ Independent	No. of Directorships Held in Public Limited Companies (Including this Company)	#Committee(s) position (Including the Company)
			Member	Chairperson
1 Mr. Erramilli V enkatachalam Prasad	CEO, Chairman & Managing Director	1	0	0
2 Dr. Rodrigues Bhagvandas Lily	Non-Executive - NonIndependent Director, Promoter	1	0	0
3 Mr. S V Rajeswara Rao Samavedam	Non-Executive Director - NonIndependent Director	1	2	0
4 Mr. Erramilli Rishab	Additional Director	1	0	0
5 Mr. Arun Kumar AL	Non-Executive -Independent Director	2	2	0
6 Mr. Arpit Shah	Non-Executive -Independent Director	1	2	0
7 Mr. Ninad Dhuri	Non-Executive Independent Director	1	2	2

# Only Audit Committee and Stakeholders Relationship Committee has been considered as per Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

16. MEETINGS:

Minimum four pre-scheduled Board meetings are held annually. In case of business exigencies or urgency of matters, resolutions are passed by circulation. In the year 202324, 6 meetings of the Board of Directors were conducted. Where in proper notice, agenda are dispatch to the Board Members. The maximum gap between the two consecutive meetings is not more than 120 days.

Sr.No	Date of Board Meeting	Total No. of Directors associated as on the date of meeting	No. of directors attended
1	29.05.2023	5	5
2	14.08.2023	5	5
3	09.10.2023	5	5
4	08.12.2023	6	6
5	15.01.2024	7	8
6	14.02.2024	7	7

MEETING OF INDEPENDENT DIRECTORS

The Companys Independent Directors met on December 08, 2023 without the presence of the Executive Director and the Senior Management team. The meeting was attended by all the Independent Directors and all overall performance review was carried out.

17. AUDIT COMMITTEE:

During the financial year, the composition of the Audit Committee was reconstituted on need to need basis in Board meetings.

Initially, the Committee comprised Ms. Asha Satpute, Mr. Ninad Dhuri, and Mrs. Meeta Maurya.

In the meeting held on 8^th October 2023, the composition was revised to include Sri Venkata Rajeswara Rao Samavedam.

Subsequently, in the meeting on 8^th December 2023, the composition was further revised to include Mr. Arun Kumar A L, following the resignation of Ms. Asha Satpute.

In the meeting held on 15^th January 2024, the Committee was reconstituted once more to include Mr. Arpit Shah, following the resignation of Ms. Meeta Maurya.

During the year, four meetings of the Audit Committee were held on 29th May 2023, 14^th August 2023, 8^th December 2023 and 14^th February 2024.

Terms of Reference:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company has revised the terms of reference of the Committee. The revised terms of reference are:

i. Oversight of the companys 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 auditors report thereon before submission to the board for approval, with particular reference to:

• matters required to be included in the directors responsibility statement to be included in the Boards 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;

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

3. reviewing and monitoring the auditors independence; performance, and effectiveness of audit process;

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

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

6. Scrutiny of inter-corporate loans and investments;

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

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

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

10. 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;

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

12. 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;

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

14. 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;

15. To review the functioning of the whistle blower mechanism;

16. 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;

17. 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;

18. 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;

19. To carry out any other function as is 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.

18. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee has been constituted as per the provisions of Section 178(1) of the Companies Act, 2013 to review and recommend the remuneration payable to the Executive Directors and Senior Management of the Company based on their performance and defined assessment criteria.

During the financial year, the composition of the Nomination and Remuneration Committee was reconstituted on three occasions during Board meetings.

Initially, the Committee comprised Ms. Asha Satpute, Mr. Ninad Dhuri, and Mrs. Meeta Maurya.

In the meeting held on 8^th October 2023, the composition was revised to include Sri Venkata Rajeswara Rao Samavedam.

Subsequently, in the meeting on 8^th December 2023, the composition was further revised to include Mr. Arun Kumar A L, following the resignation of Ms. Asha Satpute.

In the meeting held on 15^th January 2024, the Committee was reconstituted once more to include Mr. Arpit Shah, following the resignation of Ms. Meeta Maurya.

During the year, four meetings of the Nomination and Remuneration Committee were held on 09^th October 2023, 8^th December 2023, 15^th January 2024, and 14^th February 2024.

The terms of reference of the Committee:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company has revised the terms of reference of the Committee. The revised terms of reference are:

1. 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;

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

3. Devising a policy on diversity of board of directors;

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

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

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

7. recommend to the board, all remuneration, in whatever form, payable to senior management;

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

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

Nomination and Remuneration Policy:

The Committee is in 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 his engagement level.

Details of Remuneration Paid/Payable to Directors for the year ended March 31, 2024

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 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 Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in (Annexure "II") forming part of this report.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has set up Stakeholders Relationship Committee in order to align it with the provisions of Section 178 of the Companies Act, 2013. 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, nonreceipt of declared dividends, non-receipt of Annual Report, issues concerning dematerialization etc.

During the financial year, the composition of the Stakeholders Relationship Committee was reconstituted on three occasions during Board meetings.

Initially, the Committee comprised Ms. Asha Satpute, Mr. Ninad Dhuri and Mrs. Meeta Maurya.

In the meeting held on 8^th October 2023, the composition was revised to include Sri Venkata Rajeswara Rao Samavedam.

Subsequently, in the meeting on 8th December 2023, the composition was further revised to include Mr. Arun Kumar A L, following the resignation of Ms. Asha Satpute.

In the meeting held on 15th January 2024, the Committee was reconstituted once more to include Mr. Arpit Shah, following the resignation of Ms. Meeta Maurya.

One committee meeting held on January 15, 2024 respectively all committee members present at the meeting.

20. BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 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, Appointment & Remuneration Committees. 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.

21. AUDITORS AND AUDITORS REPORT:

During the Annual General Meeting (AGM) held on February 9, 2024, the company appointed M/s. H M Shah & Co., Chartered Accountants (FRN: 109585W, Membership No. 107499) as the statutory auditors. However, they later resigned due to the nonreceipt of a peer review certificate. To address this, the management promptly convened an Extraordinary General Meeting (EGM) on May 9, 2024, where CA Jainam N Shah of M/s. Shah Teelani & Associates, Chartered Accountants (Membership No: 172439, Firm Registration No. 0133549W), was appointed as the new auditor. Unfortunately, CA Jainam N Shah also resigned shortly due to prior commitments, further delaying the filing of financial statements.

The resignation of M/s. Shah Teelani & Associates on May 29, 2024, significantly impacted the audit process, leading to unavoidable delays. In response, the company appointed CA Rajendra Champaklal Desai of M/s. H Rajen & Co., Chartered Accountants (Membership No: 011307, Firm Registration No. 108351W) on June 25, 2024. Since then, the company has worked diligently to complete the audit process and ensure compliance.

As a result, the company successfully published its audited financial statements for FY 2023-24 (yearly), the 4th Quarter of FY 2023-24, and the 1st Quarter of FY 2024-25 on July 18, 2024.

Certificate from the Auditors has been received to the effect that they are eligible to act as auditors of the Company and their appointment would be within the limits as prescribed under Section 141 of the Act.

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

The Auditors have also furnished a declaration confirming their independence as well as their arms length relationship with the Company as well as declared that they have not taken up any prohibited non-audit assignments for the Company. The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process

The Auditors have also furnished a declaration confirming their independence as well as their arms length relationship with the Company as well as declared that they have not taken up any prohibited non-audit assignments for the Company.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

22. SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Ms. 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. The Secretarial Audit Report as received from the aforesaid secretarial auditors in form MR-3 for the F.Y. 2023-24 is annexed herewith as (ANNEXURE "IV").

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

Sr. No Qualifications made by Secretarial Auditor	Explanations by the Board
1. As per section 203(1), the Company is required to appoint Company Secretary and Compliance officer	The Company is taking necessar steps for the appointment of Compan Secretary
2. As per the relevant provision of Companies Act,2013 two Independent Directors of the Company are yet to give online proficiency self-assessment test.	The Independent director are in the process of giving the exam
3 As per SEBI(LODR) Regulation, 2015 the Company has delayed in filing some of the BSE compliances.	The Company has taken step to strengthen corporate governance practice.

23. INTERNAL CONTROL SYSTEMS:

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports issued by internal auditors of the company.

24. ANNUAL RETURN

As per the provisions of Section 92(3) of the Act, the Annual Return of the Company for the financial year 2023-24 is available on the website of the Company www.cupidtrades.com.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions SEBI (LODR) Regulation, 2015 forming part of this report is annexed herewith.

26. CORPORATE GOVERNANCE REPORT:

In pursuance to Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, submission of Corporate Governance report is not applicable 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 is below the prescribed limit for mandatory applicability of Corporate Governance. The Company has decided not to opt for compliance of Regulation 27 (2) of SEBI (LODR) Regulation, 2015 for the time being.

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

28. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there were no employees coming within the purview of this section.

29. VIGIL MECHANISM

Company has the policy of vigil mechanism and whistle blower policy in place and the same is uploaded on the website of the Company www.cupidtrades.com.

30. 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 Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities. The company is in the process of setting up factories. The foreign exchange earnings on account of the operation of the Company during the year was Rs. Nil. The company has incurred expense for incorporating a company in Bukhara region of Uzbekistan.

31. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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;

e) Directors have prepared the accounts on a "going concern basis".

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.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of 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 2023-2024.

33. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013, and Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014, every listed company is required to disclose in the Boards Report the ratio of each directors remuneration to that of the permanent employees. The details of the remuneration drawn by the directors and Key Managerial Personnel (KMP) are provided in Annexure II. It is noted that no other directors have drawn any remuneration.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No fraud was reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government

35. RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

36. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and cooperation 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 has made our Company successful in the business.

Annexure I Form No. AOC-2

PARTICULARS OF CONTRACTS/ ARRANGEMENTS MADE WITH RELATED

PARTIES

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN ARMS LENGTH TRANSACTIONS UNDER THIRD PROVISO THERETO:

(1) Details of contracts or arrangements or transactions not at arms length basis: Not applicable

(2) Details of material contracts or arrangement or transactions at arms length basis: Not applicable

ANNEXURE II

1. Information as per Rule 5(2) and Rule 5(3) of Chapter XIII, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Statement of Top 10 Employees in terms of remuneration drawn during the year is given below:

Particular	1	2
Name of Employee	Mr. Subhash Navrang Kanojiya	Mr. Krishna Kant Maurya
Designation	CFO	Managing Director (Date of resignation: 15.02.2024)
Remuneration Received p.a. (In lakhs)	28.06	2.30
Date of commencement of employment	01.12.2020	15.11.2021 (resigned- 14.02.2024)
Nature of employment	Whole Time	Whole Time
Qualification, expertise, and Experience	MBA	Master in Software development
AGE	45	40
Percentage of equity shares held by the employee in the Company	0	0
Employee is a relative of any director or manager	No relation	Mrs. Meeta Maurya is the spouse of Mr. Krishna Kant Maurya

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statistical analysis of the remuneration paid to Directors and Key Managerial Personnel (KMP) as against the other employees of the company for the financial year ended on 31^st March, 2024 is given below:

2. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2023-24:

Name	Ratio
Mr. Krishna Kant Maurya	1:14

3. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2023-24: Nil

4. The percentage increase in the median remuneration of employees in the financial year 202324: Nil

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration- Nil

6. Affirmation: We hereby confirm that the remuneration paid to Directors and employees are as per the remuneration policy of the company

Annexure - III FORM NO. AOC.1

Statement containing salient features of the financial statement of Subsidiaries/associate companies/joint ventures

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules, 2014)

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs)

Sr. No
Name of the subsidiary
Reporting period for the subsidiary concerned, if different from the holding companys reporting period
Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries.
Share capital	Not Applicable
Reserves & surplus
Total assets
Total Liabilities
Investments
Turnover
Profit before taxation
Profit after taxation
Proposed Dividend
% of shareholding

2. Names of subsidiaries which have been liquidated or sold during the year: NA

Note: The Company has incorporated a wholly-owned Company Cupid Breweries and Distilleries LLC FE on 21.05.2024 at Bukhara city of Uzbekistan, wherein as on date there is no share capital infusion made by the Company. The company is in the process of setting up the Company

1. Names of subsidiaries which are yet to commence operations: NA

Fart "B": Associates and Toint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates/Joint Ventures	Not Applicable
1. Latest audited Balance Sheet Date
2. Date on which the Associate or Joint Venture was associated or acquired
3. Shares of Associate/Joint Ventures heldby the company on the year end
No.
Amount of Investment in Associates/Joint V enture
Extend of Holding %
4. Description of how there is significant influence
5.Reason why the associate/Joint venture ls not consolidated.
6.Net worth attributable to shareholding as per latest audited Balance Sheet
7.Profit or Loss for the year
i. Considered in Consolidation
ii. Not Considered in Consolidation

1. Names of associates or joint ventures which are yet to commence operations.

2. Names of associates or joint ventures which have been liquidated or sold during the year.

ANNEXURE "IV Form MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

Cupid Breweries and Distilleries Limited

(Formerly known as Cupid Trades and Finance Limited)

CIN: L11010MH1985PLC036665

Ground Floor, Block No.2, Parekh Nagar, Nr. BMC Hospital,

S V Road, Kandivali west, Mumbai 400067

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Cupid Breweries and Distilleries Limited (Formerly known as Cupid Trades and Finance Limited) (hereinafter called "The Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit the explanations and clarifications given to us and the representations made by the Management, I hereby report that in my opinion, the Company, during the audit period covering the financial year ended on 31^st March 2024 (Audit Period) has prima facie complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March 2024 according to the provisions as applicable:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act") to the extent applicable to the Company;

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

e) The Securities and Exchange Board of India (Issue and Listing of Non Convertible Securities ) Regulations, 2021;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period);

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit Period); Not applicable as the Company has not bought back or propose to buy-back any of its securities during the year under review

i) Other specific business/industry related laws applicable to the Company; Not applicable

The Management has identified and confirmed the applicable Acts, Laws and Regulations specifically applicable to the Company and the company have proper system to comply with the respective Acts, rules & regulations.

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards on Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 and other amendments thereof (hereinafter collectively referred to as "Listing Regulations");

During the period under review the Company has prima - facie complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except:

a. As per section 203(1) (ii) the Company is required to appoint Company Secretary. The Company is in process of identifying suitable candidate for the same.

b. Two Independent Directors of the Company are yet to give online proficiency selfassessment test.

c. The Company has delayed in filing some of the BSE compliances.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive, Non-Executive Directors, Women and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board/Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and at times shorter notices. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

The minutes of the Board meetings and Committee Meetings have not identified any dissent by members of the Board /Committee of the Board; respectively hence I have no reason to believe that the decisions by the Board/Committee were not approved by all the directors/members present.

I further report that, based on review of the compliance mechanism established by the Company and the Compliance Certificates taken on record by the Board of Directors at their meetings there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the following events / actions have taken place having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. like -

i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc.> The company has obtained shareholder approval on February 09, 2024 for the

issuance of additional shares on a preferential, rights issue, or private placement

basis. However, this issuance is contingent upon obtaining the necessary

approvals from various statutory authorities.

ii) Redemption / buy-back of securities- NIL

iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013> The company obtained shareholder approval on February 09, 2024, pursuant to

Section 180(1)(c) of the Companies Act, 2013, granting consent to borrow funds up to a maximum limit of ?90,00,00,000 (Rs. Ninety crore only).

iv) Merger / amalgamation / reconstruction, etc - NIL

v) Foreign technical collaborations- NIL

vi) Any other events:

> The new management has been appointed in October 09,2023 in the Company and there has been major changed in the Board of the Company.

> The Company has complied with the delisting committee order dated 05.01.2024 of BSE Limited and has paid the reinstatement fees, penalty and Annual Listing fees as under:

Sl. No. Particulars	Amount (in Rs.)
1 Re-instatement Fees	23,60,000.00
2 Penalty from Companies-SOP	152,928.00
3 ALF - FY 2023-24	3,83,500.00

Subsequently BSE Limited has issued a letter dated 12.06.2024 L/SUR/INV/KM/2024- 25/SHELL/COMP/512361/1 stating that the earlier show cause notices with relevant issues were disposed off as per Companys representations.

> As per Notice No. 20240416-29 dated 16-04-2024, it is noted that on account of compliance requirement by the Company, no further action shall be taken against the Company and trading in the equity shares of the Company will be continued in Trade to Trade for other reason(s), subject to surveillance measures.

> Company has received Rs. 9079, 631/- loan from new Directors of the Company which will be later converted into equity shares, subject to regulatory and statutory approvals.

> Company has passed resolution on February 09, 2024 vide special resolution for conversion of loan from Directors into equity.

> Company has incorporated, "Cupid Breweries and Distilleries LLC FE" at Bukhara City of Uzbekistan on May 21, 2024.

> Company has applied for change in name and addition of object of the Company vide special resolution dated May 09, 2024 and was approved on July 2, 2024. Compliances pertaining to name change with BSE LTD is pending for GST corrections.

> Company has filed Compounding Application for delay in conducting the 37^th Annual General Meeting with the Regional Director, Mumbai on May 30, 2024.

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

ANNEXURE A

To,

The Members

Cupid Breweries and Distilleries Limited

(Formerly known as Cupid Trades and Finance Limited)

CIN: L11010MH1985PLC036665

Ground Floor, Block No.2, Parekh Nagar, Nr. BMC Hospital,

S V Road, Kandivali west, Mumbai 400067

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of the financial records and Books of Accounts of the company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on a test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.