Your Directors are pleased to present the 45^th Annual Report of the Company alongwith the Company’s
Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE SUMMARY

The Financial Performance of the Company (Standalone & Consolidated) for the financial year ended
March 31, 2025 is summarised below hereunder:

2. STATE OF THE COMPANY AFFAIRS

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

3. FINANCIAL PERFORMACE REVIEW
STANDALONE

During the year under review, the Company’s standalone total revenue from operations and profit
after tax of the Company has increased to ? 11,348.57 lakhs and ? 593.20 lakhs respectively in the
current financial year as against the total revenue from operations and profit after tax of previous
financial year ? 7,389.42 lakhs and ? 327.84 lakhs. The Company has achieved doubled growth of
53.58 % and 80.94 % in total revenue from operations and profit after tax respectively compared to
the previous period.

CONSOLIDATED

During the year under review, the Company’s consolidated total revenue from operations and profit
after tax of the Company has increased to ? 30,852.08 lakhs and ? 4,015.04 lakhs respectively in the
current financial year as against the total revenue from operations and profit after tax of previous
financial year ? 13,103.86 lakhs and ? 1,198.28 lakhs. The Company has achieved doubled growth
of 135.44 % and 235.07 % in total revenue from operations and profit after tax respectively compared
to the previous period.

Your Directors wish to state that the buiness prospects of the company’s 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 7, 2025, has recommended a final dividend of ?0.10
per equity share (1.00%) of face value ?10 each for the financial year ended March 31, 2025.

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, 1961, 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.

During the year under review, the Company successfully completed its listing on the National Stock
Exchange of India Limited (NSE), Mumbai, effective October 18, 2024. This milestone marks a
significant step in enhancing the Company’s visibility and access to a broader investor base.

9. SHARE CAPITAL

a. Authorised Shares Capital

The Authorized Share Capital of the Company as on 31^st March, 2025 is ? 1,35,00,00,000/- (Rupees
One Hundred Thirty-Five Crores only) divided into 13,50,00,000 (Thirteen Crores Fifty Lakhs)
Equity Shares of ? 10/- (Rupees Ten) each.

During the year under review:

^ The Authorized Share Capital has increased from ? 1,30,00,00,000 (Rupees One Hundred and
Thirty Crores only) divided into 13,00,00,000 (Thirteen Crores) Equity Shares of ? 10/-
(Rupees Ten) each to ? 1,35,00,00,000/- (Rupees One Hundred Thirty-Five Crores only)
divided into 13,50,00,000 (Thirteen Crores Fifty Lakhs) Equity Shares of ? 10/- (Rupees Ten)
each, subject to the approval of shareholders of the Company at their 1^st Extra Ordinary
General Meeting for the financial year (2024-25) held on May 22, 2024.

b. Issued, Subscribed and Paid-up Share Capital

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31^st March, 2025 is
? 1,25,68,34,090 (Rupees One Hundred and Twenty-Five Crores Sixty-Eight Lakhs Thirty-Four
Thousand and Ninety Only) divided into 12,56,83,409 (Twelve Crores Fifty-Six Lakhs Eight
Three Thousand Four Hundred and Nine Only) Equity Shares of ?10/- (Rupees Ten) each.

During the year under review:

^ The Company has allotted 1,03,80,000 (One Crore Three Lakhs Eighty Thousand) equity
shares at a face value of ?10/- (Rupees Ten only) each for cash at an issue price of ?46/-
(Rupees Forty-Six only) per equity share including a premium of ?36/- (Rupees Thirty-Six
only) each on a preferential basis to the persons other than promoters and promoters’ group.

Subsequently, the paid-up share capital of the Company was increased from ? 1,04,70,34,090
divided into 10,47,03,409 Equity Shares of ?10/- each to ? 1,15,08,34,090 divided into 11,50,83,409
Equity Shares of ?10/- each on the date of allotment of equity shares (i.e. April 16, 2024).

^ The Company has allotted 78,00,000 (Seventy-Eight Lakhs) equity shares at a face value of
?10/- (Rupees Ten only) each for cash at an issue price of ?55/- (Rupees Fifty-Five only) per
equity share including a premium of ?45/- (Rupees Forty-Five only) each on a preferential
basis to the persons other than promoters and promoters’ group.

Subsequently, the paid-up share capital of the Company was increased from ? 1,15,08,34,090
divided into 11,50,83,409 Equity Shares of ?10/- each to ? 1,22,88,34,090 divided into 12,28,83,409
Equity Shares of ?10/- each on the date of allotment of equity shares (i.e. June 20, 2024).

^ The Company has allotted 28,00,000 (Twenty-Eight Lakhs) equity shares pursuant to
conversion of warrants at a face value of ?10/- (Rupees Ten only) each for cash at an issue
price of 25/- (Rupees Twenty-Five only) per equity share including a premium of ?15/-
(Rupees Fifteen only) each on a preferential basis to the persons other than promoters and
promoters’ group.

Subsequently, the paid-up share capital of the Company was increased from ? 1,22,88,34,090
divided into 12,28,83,409 Equity Shares of ?10/- each to ? 1,25,68,34,090 divided into 12,56,83,409
Equity Shares of ?10/- each on the date of allotment of equity shares (i.e. March 4, 2025).

c. Fully Convertible Warrants

During the year under review, the Company has allotted 12,50,000 (Twelve Lakhs) Fully
Convertible Warrants at a face value ?10/- (Rupees Ten only) each for cash at an issue price of
?46/- (Rupees Forty-Six only) per warrant including a premium of ?36/- (Rupees Thirty-Six only)
each on a preferential basis to the promoters.

The warrants holders must convert their warrants into equity shares within a period of 18
(Eighteen) months from the date of allotment of warrants (i.e. April 16, 2024).

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’s 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 are as follows::

(i) Changes in Directorate

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

Appo intment

^ Mr. Sanjiban Brata Roy (DIN: 08607188) was appointed as Non-Executive Independent
Director on the Board of the Company with effect from 18^th May, 2024 and his term of
appointment was regularized by the members through a special resolution passed in the 44 ^th
Annual General Meeting for the financial year (2023-24) held on August 14, 2024.

^ Mr. Sai Teja Tati (DIN: 09494526) was appointed as an Additional Non-Executive Director
with effect from March 06, 2025 during the financial year 2024-25. The designation and
term of him was changed and regularised from Additional Non-Executive Director to
Executive Wholetime Director by the members through a special resolution passed in the
1^st Extra Ordinary General Meeting for the financial year (2025-26) held on June 20, 2025.

Cessation

^ Mrs. Padma Tati (DIN: 02415708) has resigned from the post of Non- Executive Director
of the Company due to his personal reasons with effect from 6^th March, 2025.

^ Mr. Bala Vinod Sudam (DIN: 03313282) has resigned from the post of Non- Executive
Independent Director of the Company due to his personal reasons with effect from 7^th March,
2025.

The Board places on record its appreciation and gratitude for the services rendered by
Mrs. Padma Tati and Mr. Bala Vinod Sudam during their tenure as Directors on the Board of the
Company.

The following changes have been made to the to the composition of the Board of Directors
of the Company after the end of the Financial Year 2024-25:

Appo intment

The Board, based on the recommendation of Nomination and Remuneration Committee (‘NRC’)
approved appointment of Mrs. Pushpa Joshi (DIN: 06838093) as an Additional Director,
designated as an Independent Director, not liable to retire by rotation, for a term of five
consecutive years, subject to the approval of the shareholders.

Mrs. Pushpa Joshi (DIN: 06838093) was appointed as Additional Non-Executive Independent
Director on the Board of the Company with effect from 26^th May, 2025 and her term of
appointment was regularized by the members through a special resolution passed in the 1^st Extra
Ordinary General Meeting for the financial year (2025-26) held on June 20, 2025.

11. RE-APPOINTMENT OF DIRECTORS WHO 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. Mohit Rathi (DIN: 07184150), are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re¬
appointment.

12. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

As on 31^st March, 2025, the Company have two wholly owned subsidiary (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.

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

A report containing the salient features of the financial statements of the Company’s subsidiaries, joint
ventures and associate companies for the financial year ended March 31, 2025 in the prescribed Form
AOC- 1 as per the Companies Act, 2013 is set out in “Annexure A "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 Company’s Policy for determining material
subsidiary. The said policy may be accessed at the Company’s website at
https://vcbl.coffee/policies-and-codes/Policy-for-Determining-Material-Subsidiaries.pdf.

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
Company’s website https://www.vcbl.coffee/.

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 Director’s
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. NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met nine (9) times, i.e., on April
16, 2024; April 27, 2024; May 18, 2024; June 20, 2024; July 23, 2024; August 9, 2024; October
28, 2024; January 30, 2025 and March 6, 2025.

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.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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, 2025.

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.

16. 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) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining
to laying down internal financial controls is not applicable to the Company; 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.

17. ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, a copy of A7nnual Return to be filed with the
Registrar of Companies for the financial year 2024-25 shall be available on the website of the Company
at https://vcbl.coffee/annual-return/.

Since the Annual General Meeting is proposed to be held on September 29, 2025, the Company shall
upload a final copy of the Annual Return for the financial year 2024-25, once the same is filed with the
Registrar of Companies.

18. 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.

19. 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 2024¬
25 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.

20. 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 2024-25.

The Board’s 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.

21. FAMILIARISATION PROGRAMME

The Company has formulated a policy on ‘Familiarisation Programme for Independent Directors’,
which is available on the Company’s website: https://vcbl.coffee/wp-

content/uploads/2024/05/Familiarization-Programme-for-Independent-Directors.pdf.

22. CORPORATE GOVERNANCE REPORT

A separate report on the Corporate Governance for the financial year 2024-25 as required under the
Listing Regulations, is provided as a distinct section of this Annual Report.

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 a distinct section of this Annual Report.

24. 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, 2025 were on arm’s 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 B" 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
Company’s website https://vcbl.coffee/wp-content/uploads/2024/05/Policy-on-Materiality-
of-Related-Party-Transactions-and-on-dealing-with-Related-Party-Transactions.pdf.

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, 2025.

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

There are no significant or material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status and the Company’s operations in future.

26. MATERIAL CHANGES AND COMMITMENTS

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.

27. INSURANCE:

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

28. 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.

29. 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 C” 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 C” and forms part of this report.

30. STATUTORY AUDITORS

M/s. S. Bhalotia & Associates, Chartered Accountants, Hyderabad, (Firm’s Registration Number:
0325040E) were 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 a consecutive term of 4 years by the members of the company in the 43^rd AGM held on September
05, 2022 till the conclusion of the 46^th AGM of the Company to be held in the year 2026 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 have hold 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, 2025 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.

31. 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.

32. 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. Goutham & Associates, Chartered Accountants,
Hyderabad (Firm Registration No. 018107S) 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 2024-25 at a remuneration as may be mutually decided
and agreed upon between the Internal Auditors and the Board of Directors of the Company.

33. 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.

34. 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, the Board of Directors of the Company had appointed M/s. Vivek Surana & Associates,
Practicing Company Secretaries, Hyderabad, to undertake the secretarial audit of the Company for
the financial year 2024-25.

The Secretarial Audit Report in Form MR-3 of the Company for the financial year 2024-25 is enclosed
herewith as “Annexure D’ and form part of this report. The Secretarial Audit Report does not contain
any qualifications, reservations, adverse remarks or disclaimer.

The Board has appointed M/s. Vivek Surana & Associates, Practicing Company Secretaries to
conduct secretarial audit pursuant to the recommendations of the Audit committee for a term of five
years commencing from FY 2025-26 to FY 2029-30 subject to approval of the shareholders at the
ensuing Annual General Meeting. M/s. Vivek Surana & Associates have confirmed that they meet
the eligibility criteria as prescribed under the Listing Regulations.

Further, the Secretarial Audit report of Vintage Coffee Private Limited (VCPL) and Delecto Foods
Private Limited (DFPL), a material subsidiary of the Company, is also available on the Company’s
website https://vcbl.coffee/annual-reports/.

35. 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/CMDl/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, 2025. A copy of the Annual
Secretarial Compliance Report has been placed on the website of the Company.

M/s. Vivek Surana & Associates have highlighted in their report that BSE has imposed a fine of
Rs. 5,000/- plus 18% GST on the Company in respect of “Delay in submission of Disclosure of related
party transaction report on a consolidated basis under Regulation 23(9) of the SEBI (LODR)
Regulations, 2015 for the half year ended 30.09.2024. The Company has paid penalty of Rs. 5,000/-
plus GST to Bombay Stock Exchange Limited dated December 27, 2024.

36. COST AUDITOR & MAINTEANANCE 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.

37. CORPORATE SOCIAL RESPONSIBILTY

Your Company is committed to its stakeholders to conduct business in an economically, socially and
environmentally sustainable manner that is transparent and ethical.

During the year under review, the Company is not required to constitute a Corporate Social
Responsibility Committee in pursuant to the provisions of Section 135(1) of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Polic) Rules, 2013. Hence, the Company has
not not required to formulate any policy and implemented any initiatives on corporate social
responsibility during the year under review.

38. 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 Company’s website at https://vcbl.coffee/wp-
content/uploads/2024/05/Vigil-Mechanism-or-Whistle-Blower-Policy.pdf

39. 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 Company’s 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
Company’s website: https://vcbl.coffee/wp-content/uploads/2024/05/Code-of-Conduct-of-
Directors-and-Senior-Management-Personnel.pdf

40. 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

https://vcbl.coffee/wp-content/uploads/2024/05/Nomination-and-Remuneration-Policy.pdf

41. 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:

F oreign Exchange Earnings and Outgo

The Company had a total foreign exchange earnings and outgo as provided below during the year
ended 31^st March, 2025:

42. 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 Company’s website:

https://vcbl.coffee/wp-content/uploads/2024/05/Risk-Management-Policy.pdf.

43. 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 W omen at W orkplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder are as follows:

No. of Complaints Received: Nil

No. of Complaints Disposed Off : NA

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 Company’s website:
https://vcbl.coffee/wp-content/uploads/2024/05/Prevention-of-Sexual-Harassment
Policy.pdf.

44. 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.

45. 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
Company’s website https://vcbl.coffee/annual-reports/. and websites of the Stock Exchanges i.e.
BSE Limited and National Stock Exchange of India Limited.

46. 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.

47. 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.

48. A CKNOWT EDGEMENTS

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.

Your Directors also place on record their deep appreciation for the commitment, dedicated efforts and
value-added contribution made by all the employees. The Company’s 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

Managing Director Wholetime Director

DIN: 02181095 DIN: 09494526

Place: Secunderabad
Date: 05.09.2025