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Director's Report

Cupid Breweries & Distilleries Ltd
Industry :  Breweries & Distilleries
BSE Code
ISIN Demat
Book Value()
512361
INE108G01010
72.0657393
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
250.83
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 
As on: Oct 17, 2026 08:56 PM

1. Financial Results/Financial Highlights

Dear Shareholders,

Particulars Consolidated 2025-26 Consolidated 2024-25 Standalone 2025-26 Standalone 2024-25
Revenue from Operations 0.00 - 0.00 57.61
Other Income 0.20 - 0.20 30.58
Total Revenue 0.20 - 0.20 88.19
Total Expenditure 367.34 - 40.72 138.48
Profit Before Depreciation, exceptional items and Tax (338.46) - (39.14) (49.83)
Less: Depreciation and amortization expense 28.68 - 1.38 0.46
Profit before exceptional items and Tax (367.14) - (40.52) (50.29)
Profit before tax (367.14) - (40.52) -
Less: provision for Tax - - - -
Profit after Tax (367.14) - (40.52) (50.29)
Profit for the period carried to balance sheet (367.14) - (40.52) (50.29)
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 (367.14) - (40.52) (50.29)

2. Overview of Company Operations and Performance

i. Company Overview:

The Company is focused on building a pan-India alcoholic beverages business with an integrated presence across the value chain. During the year under review, the Company made significant progress in expanding its strategic presence across multiple States in India by strengthening its corporate structure, pursuing manufacturing opportunities and advancing various growth initiatives. These developments are in line with the Company's long-term vision of establishing a diversified manufacturing platform in the alcoholic beverages sector.

While the Company is yet to commence its principal business operations, it continues to lay a strong foundation through strategic investments, project development and regulatory initiatives aimed at creating long-term value for its stakeholders.

ii. Strategic Initiatives and Achievements

a. The Company has acquired land admeasuring 32,160 sq. meters in Goa for the proposed establishment of an alcoholic beverages manufacturing unit. This acquisition aligns with the Company's long-term strategy of expanding its manufacturing capacity and strengthening its position in the industry.

b. The Company has received approval from the Government of Sikkim on December 10, 2025 for the lease of land for its proposed brewing manufacturing unit. The Company is in the process of completing the necessary formalities for operationalising the project, which forms part of its strategic expansion plans.

c. During the year under review, the Management of the Company held discussions with the Hon'ble Chief Minister of Goa regarding the Company's proposed manufacturing expansion in the State. The discussions covered, inter alia, regulatory approvals relating to the land acquired by the Company, grant of manufacturing licences for malt spirits, beer, craft beer and other alcoholic beverage products, commencement of commercial operations of its step down subsidiary, Forte Spirits Private Limited, under its existing licence, and grant of a brewery licence for the step down subsidiary. These initiatives are expected to support the Company's long-term growth strategy by strengthening its manufacturing footprint.

iii. Business Updates:

i. Acquisition of 100% equity shares of Rinpoche Spirits Private Limited

The shareholders of the Company, at the Extra-Ordinary General Meeting held on January 27, 2026, approved the acquisition of 44,96,038 equity shares, constituting 100% of the equity share capital of Rinpoche Spirits Private Limited ('RSPL'), through a share swap arrangement. Pursuant to the said approval, the Board of Directors, at its meeting held on March 02, 2026, completed the acquisition by allotting 3,87,08,920 equity shares of the Company to the shareholders of RSPL. Consequently, RSPL became a wholly-owned subsidiary of the Company.

ii. Acquisition of 99.78% equity shares of Crochet Industries Limited

The Board of Directors, at its meeting held on April 11, 2025, approved and completed the acquisition of 4,40,25,010 equity shares, constituting 97.83% of the equity share capital of Crochet Industries Private Limited ('CIPL'), through a share swap arrangement. Pursuant thereto, the Company allotted 5,00,12,411 equity shares to the shareholders of CIPL as consideration, resulting in CIPL becoming a subsidiary of the Company.

Subsequently, the shareholders of the Company, at the Extra-Ordinary General Meeting held on January 27, 2026, approved the acquisition of an additional 8,75,000 equity shares of Crochet Industries Private Limited through a share swap arrangement. Pursuant to the said approval, the Board of Directors, at its meeting held on March 02, 2026, completed the acquisition by allotting 6,51,387 equity shares of the Company to the shareholders of CIPL. Consequently, the Company's shareholding in CIPL increased from 97.83% to 99.78%.

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 Extra-Ordinary General Meeting held on January 27, 2026 increased the authorized share capital from Rs. 63,00,000/- (Rupees Sixty Three Crore Only) divided into 6,30,00,000 (Six Crore Thirty Lakh Only) Equity Shares of Rs. 10/- each to Rs. 111,00,00,000/- (Rupees One Hundred and Eleven Crores Only) divided into 11,10,00,000 (Eleven Crores and Ten Lakhs Only) equity shares of Rs. 10/- each.

As on March 31, 2026, the issued, subscribed and paid-up equity share capital of the Company was Rs. 91,34,33,090/- (Rupees Ninety One Crore Thirty Four Lacs Thirty Three Thousand and Ninety Only) divided into 9,13,43,309 (Nine Crore Thirteen Lacs Forty Three Thousand Three Hundred and Nine Only) Equity Shares of Rs. 10/- each.

Further, the Company has neither bought back any of its securities nor issued any sweat equity shares or bonus shares or 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 had five subsidiaries, including step-down subsidiaries, and did not have any joint venture or associate company.

As on the date of this Report, the Company has two material subsidiaries, namely Crochet Industries Private Limited and Rinpoche Spirits Private Limited. The Company has a policy for determining material subsidiaries and the same is available on the Company's website at www.cupidalcobev.com .

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's subsidiaries in Form AOC-1 forms part of this Report as 'Annexure II'.

The Company also has the following step-down subsidiaries:

Srilab Alcobev Private Limited

Brewing Wizards Private Limited

Forte Spirits Private Limited

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. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the Company's business.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has made investments in the equity shares of Rinpoche Spirits Private Limited and Crochet Industries Private Limited through a share swap arrangement, which exceeded the limits specified under Section 186 of the Companies Act, 2013. The requisite approval of the members of the Company was obtained in accordance with the applicable provisions of the Act.

10. 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.

11. RELATED PARTY TRANSACTIONS:

The Company has in place adequate policies and procedures for the identification, review and monitoring of Related Party Transactions in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Related Party Transactions entered into during the year under review were placed before the Audit Committee and the Board of Directors for their review and approval, as applicable. Further, all material Related Party Transactions were placed before the shareholders of the Company for their prior approval, wherever required under the applicable laws. Such transactions were undertaken on an arm's length basis and in the ordinary course of business, wherever applicable.

During the year under review, the Company entered into certain material Related Party Transactions. The details of such contracts and arrangements are provided in Form AOC-2, which forms part of this Report as 'Annexure III'. Your attention is drawn to the related party disclosure made in the note contained in the financial statements 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 .

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

During the financial year under review, there were no material changes or commitments affecting the financial position of the Company.

13. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS, OR TRIBUNALS IMPACTING THE GOING CONCERN AND THE COMPANY'S OPERATIONS:

No significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status and Company's operations.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

In accordance with the provisions of the Act, during the year and up to the date of this Report, the following changes took place in the composition of the Board of Directors:

Mr. Sajid Bijnori and Mr. Ajay Gandeja were appointed as an Additional Independent Directors of the Company by the Board at its meeting held on June 18, 2025, subject to the approval of the shareholders. The shareholders approved their appointments through a Postal Ballot, the results of which were declared on July 19, 2025, and they were accordingly appointed as Independent Directors of the Company.

Mr. Ajay Gandeja resigned from the office of Independent Director of the Company with effect from March 29, 2026.

Mr. Arpit Shah resigned from the office of Independent Director of the Company with effect from April 06, 2026.

Mr. Sajid Bijnori resigned from the office of Independent Director of the Company with effect from April 07, 2026.

To fill the casual vacancy arising from the resignation of Mr. Ajay Gandeja, Independent Director, the Board of Directors appointed Mr. Rohit Shetty (DIN: 07224494) as an Additional Independent Director of the Company with effect from April 07, 2026, subject to the approval of the shareholders. Subsequently, the shareholders approved his appointment as an Independent Director through a Postal Ballot, the results of which were declared on June 30, 2026. Accordingly, Mr. Rohit Shetty was appointed as an Independent Director of the Company for the approved term.

Further, to fill the casual vacancies arising due to the resignation of Mr. Arpit Shah and Mr. Sajid Bijnori, Independent Directors of the Company, the Board appointed Mr. Meharbaba Prasad Kalidasu (DIN: 11069073) and Mr. M. Soundara Pandian (DIN: 07566951) as Additional Independent Directors of the Company with effect from July 02, 2026, subject to the approval of the shareholders.

In terms of section 152 of the Act, Mr. Erramilli Rishab, Director of the Company is liable to retire by rotation at the ensuing 40th Annual General Meeting and being eligible, offers himself for re-appointment. The Company has received the necessary declarations and confirmations from the Directors proposed to be appointed/re-appointed, confirming that they are not disqualified from being appointed as Directors under Sections 164 and 165 of the Companies Act, 2013.

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 necessary declaration have been obtained from all the Directors in this regard.

KEY MANAGERIAL PERSONNEL:

Mr. Naresh Tadikonda was appointed as the Chief Financial Officer ('CFO') of the Company with effect from September 27, 2024. Subsequently, he tendered his resignation from the office of CFO with effect from May 31, 2025.

Further the Board of Directors, at its meeting held on August 30, 2025, approved the appointment of Mr. Sachin Rawat as the Chief Financial Officer (CFO) of the Company in addition to his existing role as Company Secretary and Compliance officer.

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149 (6) of the 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 Company's 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 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).

16. 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.

17. HUMAN RESOURCE MANAGEMENT AND MANAGERIAL REMUNERATION

We are committed to hiring and retaining the best talent. We focus on promoting a collaborative, transparent and participative organisational culture, rewarding merit and sustained high performance. Our Human Resource Management focuses on talent-growth opportunities, people-centric culture, career & learning and awards & recognition which helps the employees to grow in their careers and navigate their next.

Details required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of the ratio of remuneration of each director to the median employee's remuneration are annexed as 'Annexure-IV' to this Board's Report.

18. COMPOSITION OF THE BOARD:

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

The composition of the Board of Directors as at 31st March, 2026

Sr. No. Name of Director Executive/ Non-Executive/ Independent No. of Directorships Held in Public Limited Companies (Including this Company) Committee(s) position (Including the Company) \u2013 Member Committee(s) position (Including the Company) \u2013 Chairperson
1 Mr. Erramilli Venkatachalam Prasad Chairman cum Managing Director 2 0 0
2 Mrs. Rodrigues Bhagvandas Lily Non-Executive - Non Independent Director 2 0 0
3 Mr. Sri Venkata Rajeswara Rao Samavedam Non-Executive - Non Independent Director 2 1 1
4 Mr. Erramilli Rishab Non-Executive - Non Independent 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

#Only the Audit Committee and the Stakeholders' Relationship Committee have been considered as per Regulation 26 of SEBI Listing Regulations.

19. MEETINGS:

During the year under review, the Board of Directors met 13 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. 11-04-2025 8 6
2. 18-06-2025 6 5
3. 25-06-2025 8 6
4. 14-08-2025 8 6
5. 30-08-2025 8 6
6. 05-09-2025 8 5
7. 04-10-2025 8 6
8. 14-11-2025 8 5
9. 18-11-2025 8 7
10. 27-11-2025 8 7
11. 03-01-2026 8 7
12. 29-01-2026 8 6
13. 02-03-2026 8 5

20. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met on October 20, 2025 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 overall performance review was carried out.

21. AUDIT COMMITTEE:

During the year under review, the composition of the Audit Committee was reconstituted from time to time:

Initially, the Committee comprised of the Following:

Name of Directors Roles in Committee
Mr. Ajay Gandeja Chairman
Mr. Sajid Bijnori Member
Mr. Ninad Dhuri Member
Mr. Sri Venkata Rajeswara Rao Samavedam Member
Mr. Arpit Shah Member

During the year under review, the composition of the Audit Committee was reconstituted from time to time to give effect to the changes in the composition of the Board of Directors and to ensure compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Initially, upon the cessation of the term of office of Mr. Ajay Gandeja and Mr. Sajid Bijnori as Additional Independent Directors with effect from June 07, 2025, they consequently ceased to be the Chairman and Member of the Audit Committee, respectively. Thereafter, the Board of Directors, at its meeting held on June 18, 2025, reappointed Mr. Ajay Gandeja and Mr. Sajid Bijnori as Additional Independent Directors of the Company, subject to the approval of the shareholders. Consequently, the Board of Directors, at its meeting held on June 25, 2025, reconstituted the Audit Committee and appointed Mr. Ajay Gandeja as the Chairman and Mr. Sajid Bijnori as a Member of the Audit Committee.

Subsequently, Mr. Ajay Gandeja resigned as an Independent Director of the Company with effect from March 29, 2026 and consequently ceased to be the Chairman of the Audit Committee. Thereafter, Mr. Arpit Shah and Mr. Sajid Bijnori resigned as Independent Directors of the Company with effect from April 06, 2026 and April 07, 2026, respectively, and accordingly ceased to be Members of the Audit Committee. Consequently to the aforesaid resignations, the Board of Directors, at its meeting held on April 07, 2026, reconstituted the Audit Committee and appointed Mr. Rohit Shetty as the Chairman of the Audit Committee. Thereafter, by way of a Circular Resolution passed on July 08, 2026, the Board of Directors further revised the composition of the Audit Committee to ensure continued compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Audit Committee as on the date of this Report is as follows:

Revised Composition of Committee Roles in Committee
Mr. Rohit Shetty Chairman
Mr. Sri Venkata Rajeswara Rao Samavedam Member
Mr. Ninad Dhuri Member
Mr. M. Soundara Pandian Member

During the year under review, the Audit Committee met Ten times namely on April 11, 2025, June 25, 2025, August 14, 2025, October 04, 2025, November 14, 2025, November 18, 2025, November 27, 2025, January 03, 2026 January 29, 2026 and March 02, 2026.

22. NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, the composition of the Nomination and Remuneration Committee comprised of the following:

Name of Directors Roles in Committee
Mr. Sajid Bijnori Chairman
Mr. Ajay Gandeja Member
Mr. Ninad Dhuri Member
Mr. Sri Venkata Rajeswara Rao Samavedam Member
Mr. Arpit Shah Member

During the year under review, the composition of the Nomination and Remuneration Committee was reconstituted from time to time to give effect to the changes in the composition of the Board of Directors and to ensure compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Initially, upon the cessation of the term of office of Mr. Sajid Bijnori and Mr. Ajay Gandeja as Additional Independent Directors with effect from June 07, 2025, they consequently ceased to be the Chairman and Member of the Nomination and Remuneration Committee, respectively. Thereafter, the Board of Directors, at its meeting held on June 18, 2025, reappointed Mr. Sajid Bijnori and Mr. Ajay Gandeja as Additional Independent Directors of the Company, subject to the approval of the shareholders. Consequently, the Board of Directors, at its meeting held on June 25, 2025, reconstituted the Nomination and Remuneration Committee and appointed Mr. Sajid Bijnori as the Chairman and Mr. Ajay Gandeja as a Member of the Committee.

Subsequently, Mr. Ajay Gandeja resigned as an Independent Director of the Company with effect from March 29, 2026 and consequently ceased to be a Member of the Nomination and Remuneration Committee. Thereafter, Mr. Arpit Shah and Mr. Sajid Bijnori resigned as Independent Directors of the Company with effect from April 06, 2026 and April 07, 2026, respectively, and accordingly ceased to be a Member and the Chairman, respectively, of the Nomination and Remuneration Committee. Consequently, the Board of Directors, at its meeting held on April 07, 2026, reconstituted the Nomination and Remuneration Committee by appointing Mr. Ninad Dhuri as the Chairman and Mr. Rohit Shetty as a Member of the Committee.

The composition of the Nomination and Remuneration Committee as on the date of this Report is as follows:

Revised Composition of Committee Roles in Committee
Mr. Ninad Dhuri Chairman
Mr. Sri Venkata Rajeswara Rao Samavedam Member
Mr. Rohit Shetty Member

During the year under review, the Nomination and Remuneration Committee met Two times on June 18, 2025, and August 30, 2025.

23. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has set up the 'Stakeholders Relationship Committee' in order 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 as follows:

Name of Directors Roles in Committee
Mr. Sri Venkata Rajeswara Rao Samavedam Chairman
Mr. Sajid Bijnori Member
Mr. Arpit Shah Member

Mr. Arpit Shah, and Mr. Sajid Bijnori, resigned as Independent Directors of the Company on April 6, 2026 and April 7, 2026, respectively, and accordingly ceased to be a Members of the Stakeholders Relationship Committee. In the Board Meeting held on April 07, 2026, Board reconstituted the Committee and the Committee now comprised of the following members:

Revised Composition of Committee Roles in Committee
Mr. Sri Venkata Rajeswara Rao Samavedam Chairman
Mr. Ninad Dhuri Member
Mr. Rohit Shetty Member

During the year under review, the Stakeholders Relationship Committee met one time on February 07, 2026 and all committee members were present in the meeting.

24. BOARD EVALUATION:

Pursuant to the provisions of the 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 was 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.

25. COMPANY'S 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 about appointment and remuneration of Directors, Key Managerial Personnel and the 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 .

26. AUDITORS AND AUDITORS' REPORT:

The Members of the Company appointed M/s. MMRS & Co, Chartered Accountants, (Firm Registration No: 013830S), via resolution passed through postal ballot on December 21, 2025 as the Statutory Auditors of the Company to hold office w.e.f. November 18, 2025 till the conclusion of the 40th Annual General Meeting of the Company to fill the casual vacancy caused by the resignation of M/s. H. Rajen & Co., Chartered Accountants dated November 16, 2025.

The directors proposed to the members for considering appointment of M/s. MMRS & Co, Chartered Accountants, (Firm Registration No: 013830S), as statutory auditor for further period of 5 consecutive years and to hold office till conclusion of 45th AGM to be held in the year 2031.

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 Report given by M/s. H Rajen & Co, Chartered Accountants, on the Financial Statements of the Company for the year under review, does not contain any qualification, reservation, or adverse remarks and forms part of the Annual Report.

27. SECRETARIAL AUDIT AND SECRETARIAL AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Bhumika & Co., Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years commencing from the financial year 2025-26 to the financial year 2029-30, subject to the approval of the shareholders. The shareholders approved the said appointment at the Annual General Meeting held on September 30, 2025.

Subsequently, at its meeting held on May 18, 2026, the Board of Directors discontinued the services of M/s. Bhumika & Co., Practicing Company Secretaries, as the Secretarial Auditor of the Company on account of holding equity shares of the Company in excess of the permissible limit prescribed under SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. To fill the casual vacancy so caused, the Board appointed Ms. Neha Poddar, Practicing Company Secretary, as the Secretarial Auditor of the Company to hold office until the conclusion of the ensuing Annual General Meeting.

The Secretarial Audit Report of the Company and its material subsidiary Companies for the financial year ended March 31, 2026, issued by Ms. Neha Poddar, Practicing Company Secretary, is annexed to this Board's Report as 'Annexure I'. Observations in the Secretarial Audit Report of the Company and the Board's explanations thereto:

Sr. No. Observation in Secretarial Audit Report Explanations by the Board
1. The financial statements of the Company for the financial year ended March 31, 2025, which were approved and signed on June 25, 2025, were not signed by the Chief Financial Officer, as Mr. Naresh Tadikonda, the Chief Financial Officer of the Company, had resigned from his position with effect from May 31, 2025. Mr. Naresh Tadikonda, Chief Financial Officer of the Company, had resigned from his position with effect from May 31, 2025, prior to the approval and signing of the financial statements for the financial year ended March 31, 2025, on June 25, 2025. Accordingly, the said financial statements were not signed by Mr. Naresh Tadikonda, as he had ceased to hold the position of Chief Financial Officer of the Company as on the date of signing of the financial statements.
2. The audited financial results of the Company for the quarter and financial year ended March 31, 2025 were required to be submitted to the Stock Exchange on or before May 30, 2025, in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Company submitted the said financial results on June 25, 2025, resulting in a delay. Consequently, BSE Limited levied a fine of \u20b91,25,000/- plus applicable GST on the Company. The delay in submission of the audited financial results was primarily due to the resignation of the Chief Financial Officer and other corporate action-related activities undertaken by the Company during the relevant period. The Company has subsequently paid the fine of \u20b91,25,000/- plus applicable GST levied by BSE Limited in this regard.
3. The financial results of the Company for the quarter ended September 30, 2025 were required to be submitted to the Stock Exchange on or before November 14, 2025, in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Company submitted the said financial results on January 29, 2026, resulting in a delay. Consequently, BSE Limited levied a fine of \u20b93,70,000/- plus applicable GST on the Company. The delay in submission of the financial results for the quarter ended September 30, 2025 was primarily due to the resignation of the Statutory Auditor and the subsequent process of obtaining shareholders' approval through Postal Ballot for the appointment of M/s. MMRS & Co. as the Statutory Auditor to fill the casual vacancy, along with the time required for completion of the audit process thereafter. The Company has paid the fine of \u20b93,70,000/- plus applicable GST levied by BSE Limited in this regard.
4. The Notice convening the Extra-Ordinary General Meeting held on January 27, 2026 inadvertently referred to a compliance certificate from a Practicing Chartered Accountant (PCA) instead of a compliance certificate from a Practicing Company Secretary (PCS), as required under Regulation 163 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The reference to the compliance certificate from a Practising Chartered Accountant (PCA) in the Notice dated January 27, 2026 was inadvertent. The Company had duly obtained compliance certificates from both the Practising Company Secretary (PCS), as required under Regulation 163 of the SEBI (ICDR) Regulations, 2018, and the Practising Chartered Accountant. The Company subsequently clarified the same in the Postal Ballot Notice dated May 18, 2026 and annexed the requisite PCS Compliance Certificate thereto.

28. INTERNAL AUDITOR:

The Board of Directors had appointed M/s. H.M. Shah & Co., Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025-26. Subsequently, at its meeting held on November 18, 2025, the Board of Directors discontinued the services of M/s. H.M. Shah & Co. and, to fill the casual vacancy so caused, appointed M/s. R. Narshimha & Associates, Chartered Accountants, as the Internal Auditor of the Company for the remainder of the financial year 2025-26.

The Internal Auditor reports to the Audit Committee and conducts internal audit assignments in accordance with the risk-based internal audit plan approved by the Audit Committee. The Internal Auditor periodically reviews the adequacy and effectiveness of the Company's internal financial controls, risk management processes and governance framework and submits its reports and recommendations to the Audit Committee for its review and appropriate action.

29. REGISTRAR AND TRANSFER AGENT

During the year under review, your Company's Registrar and Transfer Agent was Satellite Corporate Services Private Limited.

30. INTERNAL CONTROL SYSTEMS:

The Company has established a robust internal control framework aimed at ensuring accuracy of financial reporting, safeguarding of assets, and compliance with applicable laws and regulations. As an emerging company with expanding operations, the internal control systems are being continuously strengthened and upgraded to match the scale and complexity of business. The Audit Committee reviews adherence to internal control systems and internal audit reports issued by internal auditors of the company.

31. ANNUAL RETURN

As per the provisions of Section 92(3) and 134(3)(a) 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 .

32. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34(2) read with Para B of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('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.

33. CORPORATE GOVERNANCE REPORT:

Pursuant to the requirements of the SEBI Listing Regulations, the Corporate Governance Report forms an integral part of this Integrated Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance, as prescribed under the SEBI Listing Regulations, is annexed to the Corporate Governance Report.

In compliance with the applicable provisions of the SEBI Listing Regulations, the Company has adopted and implemented a Code of Conduct applicable to all members of the Board of Directors and Senior Management Personnel. The Code of Conduct lays down the principles of ethical conduct, integrity, and professional responsibility expected from the Company's leadership. All the Directors and Senior Management Personnel have affirmed their compliance with the Code for the financial year under review. The Code of Conduct is available on the Company's website at www.cupidalcobev.com .

34. 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, Company is not required to adopt the Corporate Social Responsibility Policy or constitute a Corporate Social Responsibility Committee during the year under review.

35. VIGIL MECHANISM

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

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is detailed below:

A. Conservation of Energy:

Steps taken or impact on conservation of energy: As the Company was not engaged in any manufacturing operations during the year under review and is currently in the process of establishing its manufacturing facilities, the operations of the Company consumed minimal energy. Consequently, no formal energy conservation initiatives were undertaken.

Steps taken by the Company for utilising alternate sources of energy: Not Applicable, as commercial and industrial operations have not yet commenced.

Capital investment on energy conservation equipment: Nil.

B. Technology Absorption:

Efforts made towards technology absorption: Nil. The Company is currently setting up its proposed production units and has not yet absorbed, adapted, or introduced specialized commercial technology during the year under review.

Benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

Imported technology (imported during the last 3 years reckoned from the beginning of the financial year): The Company has not imported any technology during the last three financial years.

Expenditure incurred on Research and Development: Nil.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned (Actual Inflows): Nil Foreign Exchange Outgo (Actual Outflows): Nil

37. 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.

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

The Company has zero tolerance towards sexual harassment at the workplace and is committed to providing a safe and conducive work environment for all employees. The Company has adopted a Policy for Prevention, Prohibition, and Redressal of Sexual Harassment of Women at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act') and the rules framed thereunder.

As on March 31, 2026, the Company had 3 (three) permanent employees on its rolls; therefore, the requirement to constitute an Internal Complaints Committee under Section 4 of the POSH Act is not applicable to the Company.

During the financial year ended March 31, 2026, the status of complaints received and disposed of is as under:

Number of complaints pending at the beginning of the year: Nil Number of complaints received during the year: Nil Number of complaints disposed of during the year: Nil Number of complaints pending at the end of the year: Nil

39. 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, your Company has neither made any application against anyone nor any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

40. 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

Your Company has not made any application for One Time Settlement (OTS) with any bank or financial institution.

41. 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. The Policy on Risk Management as approved by the Board is available on the Company's website at www.cupidalcobev.com .

42. 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.

43. CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for regulating, monitoring and reporting trading in securities by designated persons as per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code, inter-alia, lays down the procedures to be followed by designated persons while trading/dealing in your Company's shares and sharing Unpublished Price Sensitive Information ('UPSI'). The Code covers your Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI which has been made available on the Company's website at www.cupidalcobev.com .

44. OTHER DISCLOSURES/CERTIFICATION

a. MD and CFO 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 and Chief Financial Officer of the Company has certified the financial statements and other matters prescribed therein.

The said certification is annexed herewith as 'Annexure B' to the Corporate Governance Report.

45. 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.

For Cupid Breweries and Distilleries Limited
(Formerly Known as Cupid Trades and Finance Limited)
Sd/- Sd/-
Mr. Erramilli Venkatachalam Prasad Mr. Sri Venkata Rajeswara Rao Samavedam
Chairman cum Managing Director Non-Executive Director
(DIN: 08171117) (DIN: 10347786)
Date: September 07, 2026
Place: Hyderabad

   

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