Cupid Breweries & Distilleries Ltd Directors Report

Dear Shareholders,

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

Particulars	2024-25	2023-24
Revenue from Operations	57,60,995	-
Other Income	30,57,678	96,54,558
Total Revenue	88,18,673	96,54,558
Total Expenditure	1,38,47,866	1,05,19,921
Profit Before Depreciation, exceptional items and Tax	-49,83,463	-8,44,509
Less: Depreciation and amortization expense	45,730	20,853
Profit before exceptional items and Tax	-50,29,193	-8,65,362
Profit before tax	-50,29,193	-8,65,362
Less: provision for Tax	-	-22,680
Profit after Tax	-50,29,193	-8,88,042
Profit for the period carried to the balance sheet	-50,29,193	-8,88,042
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	-50,29,193	-8,88,042

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 Companys 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 Companys 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 Companys 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 Companys 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 arms 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 Companys 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 COMPANYS 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 Companys 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

Sr. No. Name Director of	Executive/ Non Executive/ Independent	No. of Directorships Held in Public Limited	#Committee(s) position (Including the Company)
		Companies (Including this Company)	Member	Chairperson
1 Mr. Erramilli Venkatachalam Prasad	Chairman cum Managing Director	2	0	0
2 Dr. Rodrigues Bhagvandas Lily	Non- Executive Non- Independent Director	2	0	0
3 Mr. S V Rajeswara Rao Samavedam	Non- Executive Director Non- Independent Director	2	1	1
4 Mr. Erramilli Rishab	Additional Director	2	0	0
5 Mr. Arpit Shah	Non- Executive Independent Director	1 -	2	0
6 Mr. Ninad Dhuri	Non- Executive Independent Director	1	1	0
7 Mr. Sajid Bijnori	Additional Independent Director	1	2	0
8 Mr. Ajay Gandeja	Additional Independent Director	1	0	1

# Only 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.

Sr. No	Date of Board	Meeting	Total No. of Directors associated as on the date of the meeting	No. of directors attended
1	09.04.2024		6	4
2	14.05.2024		6	6
3	27.05.2024		6	6
4	30.05.2024		6	5
5	18.07.2024		7	5
6	09.08.2024		7	5
7	27.09.2024		8	6
8	14.11.2024		8	5
9	15.01.2025		7	7
10	07.02.2025	6	5
11	07.03.2025	6	6

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:

Sr No Name of Members	Category
1 Ajay Gandeja	Chairman
2 Sri Venkata Rajeswara Rao Samavedam-	Member
3 Sajid Bijnori	Member
4 Arpit Shah	Member
5 Ninad Dhuri	Member

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 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;

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

vi. reviewing and monitoring the auditors 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 Composition of Nomination and Remuneration Committee:

Sr No Name of Members	Category
1 Sajid Bijnori	Chairman
2 Sri Venkata Rajeswara Rao Samavedam-	Member
3 Ajay Gandeja	Member
4 Arpit Shah	Member
5 Ninad Dhuri	Member

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 employees 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.

Current Composition of Stakeholders Relationship Committee:

Sr No Name of Members	Category
1 Sri Venkata Rajeswara Rao Samavedam	Chairman
2 Sajid Bijnori	Member
3 Arpit Shah	Member

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. COMPANYS 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 AUDITORS 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:

Sr. No. Observation in Secretarial Audit Report	Explanations by the Board
1. The Company filed certain forms beyond the due date by paying additional fees.	The delay was inadvertent and primarily due to procedural and technical reasons. The forms have since been duly filed with the payment of additional fees, thereby regularising the compliances.
2. The Notice convening the Annual General Meeting (AGM) dated 27 September 2024 was not aligned with the requirements specified under the Listing Regulations.	The non-alignment was unintentional and occurred due to an oversight in drafting. The Company has since strengthened its review mechanisms to ensure that AGM Notices are fully compliant with the Listing Regulations in future.
3. The appointment of an Additional Director in the Annual General Meeting (AGM) dated 27 September 2024 was approved via an ordinary resolution.	The resolution was inadvertently mentioned as an ordinary resolution instead of a special resolution. However, the resolution was passed with more than 75% votes cast in favour, thereby meeting the threshold required for a special resolution. The Company acknowledges the error in classification and assures that all such matters will henceforth be placed strictly in compliance with the applicable provisions of law.
4. The Audited Financial Statements for the financial year ended March 31, 2024 were not approved within 60 days from the end of the financial year, as required under Regulation 33 of the Listing Regulations.	The delay was primarily due to the sudden resignation of the erstwhile Statutory Auditor before the approval of the financial statements. Consequently, the newly appointed Statutory Auditor, M/s. H. Rajen & Co., had to conduct the audit afresh from the beginning, which required additional time and was beyond the control of the Company. Notwithstanding the delay, the financial results were duly finalised and submitted with the stock exchanges. The Company has strengthened its internal processes to ensure strict adherence to the prescribed timelines going forward.
5. The Company had passed a resolution to set up “Cupid Breweries and Distilleries LLC FE” at Bukhara City of Uzbekistan, on May 21, 2024, as its wholly owned subsidiary; however, no further corporate or operational actions have been taken.	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 therefore no further corporate or operational actions have been taken.
6. Certain resolutions passed by the Board contain typographical errors, which may impact the clarity and interpretation of the resolutions.	The typographical errors were clerical in nature and did not affect the substance of the decisions taken by the Board. Necessary corrective measures have been initiated to avoid recurrence.
7. Certain forms that were mandatorily required to be filed under the Act were not filed by the Company during the year.	The non-filing was unintentional and primarily due to oversight. The Company is in the process of filing the pending forms with the Registrar of Companies and has strengthened its compliance monitoring systems to prevent such lapses.
8. The financial state ment of the Company for the FY 2023- 2024 was not signed by the Chief Financial Officer of the Company.	Though the new management had already taken charge of the management at the time of approval of Financial Statement for the FY 2023-24, the said CFO who was associated with the earlier management did not extend cooperation. The financial statements were duly signed by all other required signatories in compliance with the Act, and the Board assures that such instances shall not recur.

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 Companys 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 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 have made our Company successful in the business.