Vintage Coffee & Beverages Ltd Directors Report

To,

The Members,

Vintage Coffee and Beverages Limited

Your Directors are pleased to present the 46 th Annual Report of the Company along with the Companys Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2026.

1. FINANCIAL PERFORMANCE SUMMARY

The Financial Performance of the Company (Standalone & Consolidated) for the financial year ended March 31, 2026 is summarised below hereunder:

Particulars (Rs In Lakh)	Standalone		Consolidated
	2025-26 2024-25	2025-26 2024-25
Revenue from Operations	31,658.84	11,348.57	55,304.53	30,852.08
Other Income (Including Exceptional Items)	1,727.25	879.60	779.46	400.06
Total Expenses	31,540.81	11,432.30	47,194.62	26,837.62
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	2,351.26	981.76	10,743.47	5,698.61
Less: Depreciation/ Amortization/ Impairment	288.15	174.00	945.13	684.90
Profit /loss before Finance Costs, Exceptional items and Tax Expense	2,063.11	807.76	9,798.34	5,013.71
Less: Finance Costs	217.84	11.89	908.96	599.20
Profit /loss before Exceptional items and Tax Expense	1,845.27	795.87	8,889.38	4,414.51
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	1,845.27	795.87	8,889.38	4,414.51
Less: Tax Expense
Current Tax	-464.42	-200.30	-1,655.54	-402.64
Deferred Tax	-5.37	-2.37	-14.55	3.17
Profit / (Loss) for the year	1,375.48	593.20	7,219.29	4,015.04
Other Comprehensive Income	-	-	-	-
Total Comprehensive Income Income	1,375.48	593.20	7,219.29	4,015.04
Earning per Equity Share
Basic	0.99	0.47	5.22	3.19
Diluted (in Rs.)	0.99	0.47	5.21	3.19

2. STATE OF THE COMPANY AFFAIRS

Your Company is engaged in the business of trading, manufacturing and exporting of Instant coffee, Instant Chicory and beverages related products during the year under review.

3. FINANCIAL PERFORMACE REVIEW STANDALONE

During the year under review, the Companys standalone total revenue from operations and profit after tax of the Company has increased to Rs. 31,658.84 lakhs and Rs. 1375.48 lakhs respectively in the current financial year as against the total revenue from operations and profit after tax of previous financial year Rs. 11,348.57 lakhs and Rs. 593.20 lakhs. The Company has achieved growth of 1 78.97% and 131.87 % in total revenue from operations and profit after tax respectively compared to the previous period.

CONSOLIDATED

During the year under review, the Companys consolidated total revenue from operations and profit after tax of the Company has increased to Rs. 55,304.53 lakhs and Rs. 7219.29 lakhs respectively in the current financial year as against the total revenue from operations and profit after tax of previous financial year Rs. 30,852.08 lakhs and Rs. 4,015.04 lakhs. The Company has achieved growth of 79.26 % and 79.81 % in total revenue from operations and profit after tax respectively compared to the previous period.

Your Directors wish to state that the business prospects of the companys for the current financial year are quite satisfactory and favorable.

4. TRANSFER TO ANY RESERVES

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

5. CHANGE IN THE NATURE OF BUSINESS

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

6. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

7. DIVIDEND

The Board of Directors, at its meeting held on May 21, 2026, has recommended a final dividend of Re. 0.15 per equity share (1.5%) of face value Rs. 10/- each for the financial year ended March 31, 2026.

The proposed dividend is subject to approval of the shareholders at the ensuing Annual General Meeting (AGM). Upon approval, the dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, as determined for this purpose.

In accordance with the provisions of the Income-tax Act, 2025 , the dividend shall be taxable in the hands of the shareholders. The Company will accordingly deduct tax at source before making payment of the final dividend, as per applicable rates and guidelines.

8. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company does not have any equity shares carrying differential voting rights.

9. SHARE CAPITAL

a. Authorised Shares Capital

The Authorized Share Capital of the Company as on 31 st March, 2026 is Rs. 1,55,00,00,000/- (Rupees One Hundred Fifty-Five Crores only) divided into 15,50,00,000 (Fifteen Crores Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten)each.

b. Issued, Subscribed and Paid-up Share Capital

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31 st March, 2026 is Rs. 1,45,68,84,090 (Rupees One Hundred and Forty-Five Crores Sixty-Eight Lakhs Eighty-Four Thousand and Ninety Only) divided into 14,56,88,409 (Fourteen Crores Fifty-Six Lakhs Eighty-Eight Thousand Four Hundred and Nine Only) Equity Shares of Rs.10/- (Rupees Ten) each.

The following changes in Authorized and Paid-up share capital during the year and subsequent to the year are as follows:

S. No. Date	Particulars of changes
1 14.04.2025	Allotment of 16,00,000 equity shares pursuant to conversion of warrants and increase in paid up capital from Rs. 1,25,68,34,090 /- to Rs. 1,27,28,34,090 /-
2 29.04.2025	Allotment of 28,00,000 equity shares pursuant to conversion of warrants and increase in paid up capital from Rs. 1,27,28,34,090 /- to Rs. 1,30,08,34,090 /-
3 30.07.2025	Increase in Authorized Share Capital from Rs. 135,00,00,000/- to Rs 155,00,00,000/-
4 11.09.2025	Allotment of 1,43,55,000 equity shares on preferential basis and increase in paid up capital from Rs. 1,30,08,34,090 /- to Rs. 1,44,43,84,090 /-
5 04.11.2025	Allotment of 12,50,000 equity shares pursuant to conversion of warrants and increase in paid up capital from Rs. 1,44,43,84,090 /- to Rs. 1,45,68,84,090/-
6 07.07.2026	Allotment of 8,00,000 equity shares pursuant to conversion of warrants and increase in paid up capital from Rs. 1,45,68,84,090/- to Rs. 1,46,48,84,090/-

c. Fully Convertible Warrants

During the year under review, the Company has allotted 19,00,000 (Nineteen Lakhs) Fully Convertible Warrants at a face value Rs. 10/- (Rupees Ten only) each for cash at an issue price of Rs. 124/- (Rupees One Hundred and Twenty-four only) per warrant including a premium of Rs. 114/- (Rupees One Hundred and Fourteen only) each on a preferential basis to the promoter and non-promoter group.

The warrants holders must convert their warrants into equity shares within a period of 18 (Eighteen) months (i.e., on or before March 11, 2027) from the date of allotment of warrants (i.e. September 11, 2025).

d. Equity Shares with Differential Voting Rights

During the year under review, the Company has not issued any Equity Shares with differential rights.

e. Bonus Shares

During the year under review, the Company has not issued any Bonus Shares.

f. Employee Stock Options

During the year under review, the Company has not provided any Stock Option Scheme to the Employees during the year under review.

g. Buy Back of Securities

During the year under review, the Company has not bought back securities.

h. Sweat Equity Shares

During the year under review, the Company has not issued any Sweat Equity Shares during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company have an optimum combination of Executive, Non-Executive and Independent Directors including with two-women Independent Director. The Board consist a total of 8 (Eight) Directors, out of which 2 (Two) are Executive Directors, 2 (Two) are Non-Executive Directors and other 4 (Four) are Independent Directors.

The current composition of the Board of Directors and the Key Managerial Personnel is as follows:

Sr. No. Name of Members	Designation
1 Mr. Balakrishna Tati	Chairman & Managing Director
2 Mr. Mohit Rathi	Non-Executive Non-Independent Director
3 Mr. Vishal Jethalia	Non-Executive Non-Independent Director
4 Mr. Sai Teja Tati	Whole-time Director
5 Mr. Sanjiban Brata Roy	Independent Director
6 Mr. Ajay Poonia	Independent Director
7 Ms. Preeti	Women Independent Director
8 Ms. Pushpa Joshi	Women Independent Director
9 Mr. Yarkali Kranthi Kumar	Chief Financial Officer
10 Ms. Prachi Karwa	Company Secretary & Compliance Officer

(i) Changes in Directors and KMP

During the year under review, the following changes have been made to the composition of the Board of Directors and KMP of the Company:

Appointment

Mr. Sai Teja Tati was re-designated from Non-Executive Director to Whole-time Director, which was subsequently regularized at the Extra-Ordinary General Meeting (AGM) held on 20.06.2025.

Ms. Pushpa Joshi was appointed as Additional Director (Independent) w.e.f. 26.05.2025, which was subsequently regularized at the Extra-Ordinary General Meeting (AGM) held on 20.06.2025.

Ms. Prachi Karwa was appointed as Company Secretary and Compliance Officer with effect from 03.01.2026.

Mr. Sanjiban Brata Roy was re-appointed as Independent director in Board meeting held on 16.05.2026 for a period of two years we.f. 18.05.2026 to 17.05.2028.

Mr. Ajay Poonia was re-appointed as Independent director in Board meeting held on 16.05.2026 for a period of two years we.f. 12.07.2026 to 11.07.2028.

Cessation

Mr. Akash Jain has resigned from the post of Company Secretary and Compliance Officer of the Company due to his family reasons with effect from 04.10.2025.

The Board places on record its appreciation and gratitude for the services rendered by Mr. Akash Jain during his tenure as Company Secretary and Compliance Officer of the Company.

11. RE-APPOINTMENT OF DIRECTOR WHO IS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Vishal Jethalia (DIN: 07184223), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES

As on 31 st March, 2026, the Company have two wholly owned subsidiaries (M/s. Vintage Coffee Private Limited and M/s. Delecto Foods Private Limited). The Company does have any Joint Venture, Associate Company during the year under review.

Financial Performance of Vintage Coffee Private Limited:

During the year under review, the total income and Profit After Tax (PAT) stood at Rs. 35,924.52 lakhs and Rs. 4924.98 lakhs, respectively, as against total income of Rs. 22,033.63 lakhs and Profit After Tax (PAT) of Rs. 2813.80 lakhs in the previous financial year.

Financial Performance of Delecto Foods Private Limited:

During the year under review, the total income and Profit After Tax (PAT) stood at Rs. 8976.35 lakhs and Rs. 918.82 lakhs, respectively, as against total income of Rs. 7474.46 lakhs and Profit After Tax (PAT) of Rs. 608.04 lakhs in the previous financial year.

A report containing the salient features of the financial statements of the Companys subsidiaries, joint ventures and associate companies for the financial year ended March 31, 2026 in the prescribed Form AOC- 1 as per the Companies Act, 2013 is set out in Annexure -1 and forms an integral part of this Annual Report.

During the year under review, M/s. Vintage Coffee Private Limited and M/s. Delecto Foods Private Limited are a material unlisted subsidiaries of the Company in terms of the Listing Regulations as amended from time to time and the Companys Policy for determining material subsidiary. The said policy may be accessed at the Companys website at

The Financial Statements of the Company/its subsidiaries and the Consolidated Financial Statements of the Company including all other documents required to be attached thereto, are placed on the Companys website

During the financial year under review, there has been no addition or deletion of the number of subsidiaries of the Company.

Subsequent to the 31.03.2026, the Honble National Company Law Tribunal, Hyderabad Bench (NCLT), vide its order dated 21st July, 2026, sanctioned the Scheme of Amalgamation (Scheme) between Vintage Coffee Private Limited and Delecto Foods Private Limited (Transferor Companies - Wholly owned subsidiaries and its Holding Company, Vintage Coffee and Beverages Limited, Transferee Company, pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The Scheme provides for the amalgamation of the Wholly-owned subsidiaries with the Holding Company i.e., Transferee Company with effect from the Appointed Date, i.e., 1st October, 2025, subject to the Scheme becoming effective in accordance with its terms.

13. DECLARATION OF INDEPENDENCE

In accordance with the provisions of Section 149(7) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and qualification of Directors) Rules 2014, the Company has received declarations from all the Independent Directors stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in the Independent Directors Databank.

Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

14. CONFIRMATION AND OPINION OF THE BOARD ON INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfil the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board, after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

15. NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met nine (9) times, i.e., on May 5, 2025; May 26, 2025; July 4, 2025; July 19, 2025; September 5, 2025; November 3, 2025; November 4, 2025; January 3, 2026 and January 28, 2026 .

The Board meetings are conducted in due compliance with the provisions of the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations.

Detailed information at the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS K 0

The details of loans, guarantees or securities and investments covered under the provisions of Section 186 of the Companies Act, 2013 for the year under review are given in the notes to the Financial Statements of the Company for the year ended on 31 st March, 2026.

Pursuant to the provisions of section 67(3)(c) of the Companies Act, 2013, and rules made thereunder, the Company has not given any loan to any person in the employment of the Company including its directors or key managerial personnel, in order to purchase or subscribe shares of the Company.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) That proper internal financial controls have been laid down and that such controls are adequate and are operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return is uploaded on website of the Company https://vcbl.coffee/annual-return/.

19. COMPLIANCE WITH SECRETARIAL STANDRARDS

During the year under review, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

20. COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, the Board has constituted several Committees, namely:

(a) Audit Committee

(b) Stakeholders Relationship Committee

(c) Nomination and Remuneration Committee.

The details with respect to the compositions, number of meetings held during the financial year 2025-26 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the Annual Report.

21. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of :-

(i) its own performance;

(ii) Individual Directors Performance;

(iii) Performance of Chairman of the Board; and

(iv) Performance of all Committees of Board for the Financial Year 2025-26.

The Boards functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/ support to the Management outside Board/Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. A similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory.

22. FAMILIARISATION PROGRAMME

The Company has formulated a policy on Familiarisation Programme for Independent Directors , which is available on the Companys website:

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is provided as Annexure - 7 section of this Annual Report.

24. CORPORATE GOVERNANCE REPORT

A separate report on the Corporate Governance for the financial year 2025-26 as required under the Listing Regulations, is provided as Annexure - 8 of this Annual Report

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into by the Company during the financial year ended on 31 st March, 2026 were on arms length basis and were in the ordinary course of business. There were no material related party transactions made by the Company during the year under review with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large other than the transactions for which shareholders approval was taken.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee on a quarterly basis.

Information on transaction with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed in Annexure - 2 in Form AOC-2 and the same forms part of this report.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The said policy was revised during the year to align it with the amendments in the Listing Regulations. The said policy is available on Companys website

However, the disclosures of transactions with related parties for the financial year are given in Note No. 2(25) (vi) under Related Party Disclosure to the notes to the Financial Statements of the Company for the year ended on 31 st March, 2026.

26. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys operations in future. However, subsequent to the financial year ended 31.03.2026, the Honble National Company Law Tribunal, Hyderabad Bench (NCLT), vide its order dated 21st July, 2026, sanctioned the Scheme of Amalgamation (Scheme) between Vintage Coffee Private Limited and Delecto Foods Private Limited (Transferor Companies - Wholly owned subsidiaries and its Holding Company, Vintage Coffee and Beverages Limited, Transferee Company, pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The Scheme provides for the amalgamation of the Wholly-owned subsidiaries with the Holding Company i.e., Transferee Company with effect from the Appointed Date, i.e., 1st October, 2025, subject to the Scheme becoming effective in accordance with its terms. The Transferor Companies and Transferee Company have filed the form INC- 28 on 31.08.2026 with the Registrar of Companies, Hyderabad.

27. MATERIAL CHANGES AND COMMITMENTS

Except for the Order mentioned in paragraph 26, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and on the date of this report.

28. INSURANCE:

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

29. THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT:

The Nomination and Remuneration Committee identifies persons who are qualified to become directors, KMP and who may be appointed in the senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

A person for appointment as director, KMP or in senior management should possess adequate qualifications, expertise and experience for the position considered for appointment. The committee decides whether qualification, expertise and experience possessed by a person are for the concerned position.

The committee ascertains the credentials and integrity of the person for appointment as a director, KMP or senior management level and recommends to the Board his / her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.

30. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are provided in the prescribed format and is attached and marked as Annexure - 3 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing particulars throughout the financial year in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure - 4 and forms part of this report.

During the financial year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under the applicable provisions of the Companies Act, 2013, i.e., Rs. 1.02 crore per annum, where employed throughout the financial year, or Rs. 8.50 lakh per month, where employed for part of the financial year, except Mr. Balakrishna Tati, whose remuneration during the financial year was Rs. 1.20 crore per annum.

31. STATUTORY AUDITORS

M/s. S. Bhalotia & Associates, Chartered Accountants, Hyderabad (Firms Registration Number: 0325040E), were appointed as the Statutory Auditors of the Company for a term of four consecutive years, from the conclusion of the 42 nd Annual General Meeting held on 05.09.2022 up to the conclusion of the 46 th Annual General Meeting of the Company.

M/s. Sreedar Mohan & Associates, Chartered Accountants, Hyderabad, (Firms Registration Number: 012722S) are proposed to be appointed as Statutory Auditors of the Company, pursuant to the provisions of Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, for the first term of Two consecutive years to hold the office from the conclusion of the 46 th AGM till the conclusion of the 48 th AGM of the Company to be held in the year 2028-29 on such remuneration as may be mutually agreed by and between the Board of Directors and the Auditors.

The Statutory Auditors of the Company confirmed that the audit firm holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Auditors Report on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026 does not contain any reservation, qualification or adverse remarks and their report together with the notes to Financial Statements are self-explanatory and hence do not call for any further comments from the Board under Section 134 of the Companies Act, 2013.

32. REPORTING OF FRAUDS BY AUDITOR

During the year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014.

33. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2025-26 is annexed as Annexure - 9 in this Annual Report.

34. INTERNAL AUDITOR

In accordance with the provisions of Section 138(1) of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s. V S Rao & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 014798S) has been appointed by the Board of Directors of the Company as an Internal Auditors of the Company to conduct an internal audit of the functions and activities of the Company for the financial year 2025-26 at a remuneration as may be mutually decided and agreed upon between the Internal Auditors and the Board of Directors of the Company.

35. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations with reference to the financial statements.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required.

36. SECRETARIAL AUDITOR

In accordance with the provisions of Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 24 A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, M/s. Vivek Surana & Associates,

Practicing Company Secretaries, Hyderabad are appointed as Secretarial Auditors to undertake the secretarial audit of the Company from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report in Form MR-3 of the Company for the financial year 2025-26 is enclosed herewith as Annexure - 6 and form part of this report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer except the following:

S.No. Observation	Management Reply
1 The Company has paid the fine of Rs. 4,00,000/- plus GST each to BSE Limited and National Stock Exchange on India Limited on 25.11.2025 and 20.03.2026 respectively for delayed compliance of Regulation 162 of SEBI (ICDR) Regulations, 2018.	The Company has paid the fine on 25.11.2025 and 20.03.2026 to NSE and BSE respectively.
2 The Company has received the Advisory letter from National Stock Exchange of India Limited for non-compliance with lock-in provisions under 3rd proviso to Regulation 167(1) of SEBI (ICDR) Regulations, 2018.	The management has taken note of the observation and will ensure strict compliance with applicable regulatory provisions going forward

Further, the Secretarial Audit reports of Vintage Coffee Private Limited (VCPL) and Delecto Foods Private Limited (DFPL) issued by M/s. RDR & Associates, material subsidiaries of the Company are enclosed to the this report.

37. ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, M/s. Vivek Surana & Associates , Practicing Company Secretary, has issued an Annual Secretarial Compliance Report for the Financial Year Ended on 31st March, 2026 and the same was submitted to BSE Limited and National Stock Exchange of India Limited on 28.05.2026. A copy of the Annual Secretarial Compliance Report has been placed on the website of the Company.

38. COST AUDITOR & MAINTENANCE OF COST RECORDS

In accordance with the provisions of Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 relating to appointment of Cost Auditor are not applicable for the business carried out by the Company. Therefore, the Company is not required to maintain cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013.

39. CORPORATE SOCIAL RESPONSIBILTY

The Company attracted the provision of Corporate Social Responsibility u/s 135 of the Companies Act, 2013. The company has spent Rs. 9,30,000/- towards CSR Expenditure as against a total liability of Rs. 9,26,668.15. The details of which are mentioned in Annexure - 5.

40. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2013 and Rule 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Company has formulated Whistle Blower Policy and established a Vigil Mechanism for Directors, employees which provides a platform to report genuine concern about any breach of code of conduct, illegal or unethical practices, unethical behaviour, actual or suspected fraud.

The vigil mechanism provides adequate safeguards against the victimisation of Director(s) or Employee(s) or any other person who use such mechanism and for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Companys website at

41. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration Committee identifies persons who are qualified to become directors in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

The Company adopted a policy relating to the remuneration for Directors, Key Managerial Personnel and other senior management personal. This Policy covers the remuneration and other terms of employment for the Companys executive team. The remuneration policy for members of the Board and for management aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company.

The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its operational locations.

A detailed policy on remuneration of the Directors and Senior Management may be accessed on the Companys website

42. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the objective :-

a) to formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors of the Company;

b) to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Act and the Listing Regulations;

c) to set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

d) to recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to the Board of Directors to ensure:

i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and employees to effectively and qualitatively discharge their responsibilities;

ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

iii. align the growth of the Company and development of employees and accelerate the performance;

iv. to adopt best practices to attract and retain talent by the Company; and

v. to ensure diversity of the Board of the Company.

The policy specifies the manner of 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.

The Nomination and Remuneration policy of the Company can be accessed at

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

The particulars of energy conservation and technology absorption are not applicable to the Company as it is not engaged in any manufacturing activity.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is given hereunder:

Standalone Foreign Exchange Earnings and Outgo

The Company had a total foreign exchange earnings and outgo as provided below during the year ended 31 st March, 2026:

PARTICULARS	Amount (Rs.in Lakhs)
	2025-26	2024-25
Foreign Exchange Earnings	11,877.60	2,589.25
Foreign Exchange Outgo	7,340.26	2,872.92

Consolidated Foreign Exchange Earnings and Outgo

The Company had a total foreign exchange earnings and outgo as provided below during the year ended 31 st March, 2026:

PARTICULARS	Amount (Rs.in Lakhs)
	2025-26	2024-25
Foreign Exchange Earnings	28,918.75	10,503.26
Foreign Exchange Outgo	16,026.76	3,123.43

44. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Act read with Regulation 17 (9)(b) of the LODR Regulations, the Company has formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to manage the risks. The Risk Management procedures are reviewed by the Audit Committee and the Board on periodical basis.

A detailed policy on risk management may be accessed on the Companys website:

45. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website

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

Your Company has zero tolerance towards sexual harassment at the workplace and the details of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder are as follows:

No. of Complaints Received: Nil

No. of Complaints disposed of : Nil

No. of cases pending for more than ninety days: Nil

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as mentioned below:

Name	Designation
Anusha M	Head of the Committee
Rajeshwari B	Member
Yasaswini D	Member
Y Kranthi Kumar	Member
Sumithra Parvatha	External Member

During the year under review, the Company has complied with the provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A detailed policy on prevention, prohibition and redressal of sexual harassment at workplace may be available on the Companys website:

*47. INDUSTRIAL SAFETY AND ENVIRONMENT

Utmost importance continues to be given to the safety of personnel and equipment in all the plants of the Company. The Company reviews thoroughly the various safety measures adopted and takes effective steps to avoid accidents. Safety drills are also conducted at regular intervals to train the employees to take timely and appropriate action in case of accidents.

48. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliance by the Companies and permitted the service of Annual Reports and other documents to the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications in electronic mode to those members who have registered their email ids with their respective depositories.

Members may note that Annual Reports and other communications are also made available on the Companys website and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited.

49. INDUSTRIAL RELATIONS

Industrial relations have been cordial during the year under review and your directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards successful working of the Company.

50. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company has duly complied with all provisions of the Maternity Benefit Act, 1961 and has extended all statutory benefits to eligible women employees during the year.

51. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act, 2013, as on March 31, 2026.

52. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

Issue of sweat equity share: NA

Issue of shares with differential rights: NA

Issue of shares under employees stock option scheme: NA

Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA Buy back shares: NA Disclosure about revision: NA Preferential Allotment of Shares:

The Board of Directors in its meeting held on 11.09.2025, approved the allotment of 1,43,55,000 (One Crore Forty- three Lakhs Fifty-five Thousand) equity shares at an issue price of Rs. 124/- each (One Hundred and Twenty-four only) per equity share including a premium of Rs. 114/- (Rupees One Hundred and Fourteen only) each on a

preferential basis to Non-Institutional Investors and Qualified Institutional Buyers, under the Non-Promoter Category.

The Board of Directors in its meeting held on 11.09.2025, approved the allotment of 19,00,000 (Nineteen Lakhs) fully convertible warrants at an issue price of Rs. 124/- each (One Hundred and Twenty-four only) per warrant including a premium of Rs.114/- (Rupees One Hundred and Fourteen only) each on a preferential basis to Promoter and Non-Promoter Category.

54. ACKNOWLEDGEMENTS

Your Directors expresses its sincere gratitude to all customers, vendors, investors, bankers, the Government authorities, financial institutions and members during the year under review for their continued support, patronage, and cooperation.

53. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following as the same were not applicable for the Company during the year under review:

a. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status at the end of the financial year; and

b. The details of difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from Banks or Financial Institutions along with the reasons thereof.

Your Directors also place on record their deep appreciation for the commitment, dedicated efforts and value-added contribution made by all the employees. The Companys consistent growth and achievements have been made possible by their unwavering hard work, unity, and support.

Your directors would also like to thank all the shareholders for continuing to repose their faith in the Company and its future.

For and on behalf of the Board of Directors Vintage Coffee and Beverages Limited

Balakrishna Tati	Sai Teja Tati
Chairman and Managing Director	Whole-time Director
DIN:02181095	DIN:09494526
Place: Secunderabad
Date: 04.09.2026