To,

The Members,

Vintage Coffee and Beverages Limited

Your Directors are pleased to present the 44^th Annual Report of the Company alongwith the Company's Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2024.

The Financial Performance of the Company (Standalone & Consolidated) for the financial year ended March 31, 2024 is summarised below hereunder:

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

During the year under review, the Company's standalone total revenue from operations and profit after tax of the Company has increased to ? 7,389.42 lakhs and ? 327.84 lakhs respectively in the current financial year as against the total revenue from operations and profit after tax of previous financial year ? 3,574.83 lakhs and ? 115.37 lakhs. The Company has achieved doubled growth of 106.71 % and 184.16 % in total revenue from operations and profit after tax respectively compared to the previous period.

During the year under review, the Company's consolidated total revenue from operations and profit after tax of the Company has increased to ? 13,103.86 lakhs and ? 1,198.28 lakhs respectively in the current financial year as against the total revenue from operations and profit after tax of previous financial year ? 6,289.05 lakhs and ? 386.19 lakhs. The Company has achieved doubled growth of 108.36 % and 210.28 % 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.

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

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

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.

The Board of Directors at their meeting held on May 18, 2024, has recommended payment of ? 0.05/- (@ 0.50%) per equity share of the face value of ?10/- each as final dividend for the financial year ended March 31, 2024. The payment of the final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

In view of the provisions of the Income-Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The securities of the Company are listed at Bombay Stock Exchange Limited (BSE). Further, the

Company has no equity shares carrying differential rights.

The Authorized Share Capital of the Company as on 31^st March, 2024 is ? 1,30,00,00,000/- (Rupees

One Hundred Thirty Crores only) divided into 13,00,00,000 (Thirteen crores) Equity Shares of ?

10/- (Rupees Ten) each.

During the year under review:

^ The Authorized Share Capital has increased from ? 7 5,00,00,000 (Rupees Seventy-Five Crores only) divided into 7,50,00,000 (Seven Crores and Fifty Lakhs only) Equity Shares of ? 10/- (Rupees Ten) each to ? 1,10,00,00,000 (Rupees One Hundred and Ten Crores only) divided into 11,00,00,000 (Eleven Crores only) 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 (2023-24) held on May 17, 2023.

^ The Authorized Share Capital has increased from ? 1,10,00,00,000 (Rupees One Hundred and Ten Crores only) divided into 11,00,00,000 (Eleven Crores only) Equity Shares of ? 10/- (Rupees Ten) each to ? 1,15,00,00,000 (Rupees One Hundred and Fifteen Crores only) divided into 11,50,00,000 (Eleven Crores and Fifty Lakhs only) Equity Shares of ? 10/- (Rupees Ten) each, subject to the approval of shareholders of the Company at their 43^rd Annual General Meeting held on September 27, 2023.

^ The Authorized Share Capital has increased from ? 1,15,00,00,000 (Rupees One Hundred and Fifteen Crores only) divided into 11,50,00,000 (Eleven Crores and Fifty Lakhs only) Equity Shares of ? 10/- (Rupees Ten) each to ? 1,30,00,00,000 (Rupees One Hundred and Thirty Crores only) divided into 13,00,00,000 (Thirteen Crores only) Equity Shares of ? 10/- (Rupees Ten) each, subject to the approval of shareholders of the Company at their 2^nd Extra Ordinary General Meeting for the financial year (2023-24) held on March 18, 2024.

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31^st March, 2024 is ?

1,04,70,34,090 (Rupees One Hundred and Four Crores Seventy Lakhs Thirty-Four Thousand and

Ninety Only) divided into 10,47,03,409 (Ten Crores Forty-Seven Lakhs Three Thousand Four

Hundred and Nine Only) Equity Shares of ?10/- (Rupees Ten) each.

During the year under review, the Company has allotted 3,49,01,136 (Three Crores Forty-Nine Lakhs One Thousand One Hundred and Thirty-Six Only) equity shares of face value ?10/- (Rupees Ten) each for cash at a price of ?12/- (Rupees Twelve) per equity share including a premium of ?2/- (Rupees Two) each on a right basis in the ratio of 1 (one) equity share for every 2 (Two) equity share held by the equity shareholders of the company on 19^th June, 2023 being the record date.

Accordingly, the paid-up share capital of the Company was increased from ? 69,80,22,730/- divided into 6,98,02,273 Equity Shares of ? 10/- each to ? 1,04,70,34,090 divided into 10,47,03,409 Equity Shares of ?10/- each.

During the year under review, the Company has allotted 72,00,000 (Seventy-Two Lakhs) Fully Convertible Warrants of face value ?10/- (Rupees Ten) each for cash at a price of ?25/- (Rupees Twenty Five) per warrant including a premium of ?15/- (Rupees Fifteen) each on a preferential basis to the persons other than promoters and promoters' group.

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. December 01, 2023).

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

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

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

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

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

The Board of Directors of the Company have an optimum combination of Executive, Non-Executive and Independent Directors including with one-woman Independent Director. The Board consist a total of 8 (Eight) Directors, out of which 1 (One) is Executive Director, 3 (Three) 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 given below as under:

Appointment:

^ Mrs. Padma Tati (DIN: 02415708) was appointed as Non-Executive Director on the Board of the Company with effect from 2^nd September 2023 and her appointment was regularized by the members through a special resolution passed in the 43^rd Annual General Meeting of the Company held on September 27, 2023.

^ Mr. Vishal Jethalia (DIN: 07184223) was appointed as Non-Executive Director on the Board of the Company with effect from 2^nd September 2023 and his appointment was regularized by the members through a special resolution passed in the 43^rd Annual General Meeting of the Company held on September 27, 2023.

^ Mrs. Pallavi Handique (DIN: 10303612) was appointed as Non-Executive Independent Director on the Board of the Company with effect from 2^nd September 2023 and her term of appointment was regularized by the members through a special resolution passed in the 43^rd Annual General Meeting of the Company held on September 27, 2023.

^ Mrs. Preeti (DIN: 09662113) was appointed as Non-Executive Independent Director on the Board of the Company with effect from 2^nd September 2023 and her term of appointment was regularized by the members through a special resolution passed in the 43^rd Annual General Meeting of the Company held on September 27, 2023.

Cessation:

^ Mr. Venkateshwarlu Tati (DIN: 03044421) has resigned from the post of Non- Executive Director of the Company due to his personal commitments with effect from 2^nd September, 2023.

^ Ms. Aakanksha (DIN: 08792778) has resigned from the post of Non- Executive Independent

Director of the Company due to her personal commitments with effect from 2^nd September, 2023.

^ Mrs. Pallavi Handique (DIN: 10303612) has resigned from the post of Non- Executive Independent Director of the Company due to her personal commitments with effect from 30^th March, 2024.

The Board places on record its appreciation and gratitude for the services rendered by Mr. Venkateshwarlu Tati, Ms. Aakanksha and Mrs. Pallavi Handique during their tenure as a Directors on the Board of the Company.

Appointment:

The Board, based on the recommendation of Nomination and Remuneration Committee (‘NRC') approved appointment of Mr. Sanjiban Brata Roy (DIN: 08607188) 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.

^ Ms. Sushma Vangari having an Associate Membership No: A65275 of ICSI had been appointed as Company Secretary of the Company with effect from 15^th May, 2023.

^ Ms. Sushma Vangari has resigned from the post of Company Secretary of the Company with effect from 19^th August, 2023.

^ Mr. Akash Jain having an Associate Membership No: A41707 of ICSI had been appointed as Company Secretary of the Company with effect from 4^th October, 2023.

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), are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for reappointment.

As on 31^st March, 2024, 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, 2024 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/.

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.

During the year under review, the Board of Directors of the Company met ten (10) times, i.e., on April 22, 2023; May 15, 2023; May 18, 2023; August 11, 2023; August 19, 2023; September 02, 2023; October 30, 2023; December 01, 2023; January 29, 2024 and February 21, 2024. The Board meetings are conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

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.

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return to be filed with the Registrar of Companies for the financial year 2023-24 shall be placed on the website of the Company at https://www.vcbl.coffee/.

Since the Annual General Meeting is proposed to be held on August 17, 2024, the Company shall upload a copy of the Annual Return for the financial year 2023-24, once the same is filed with the Registrar of Companies.

During the year under review, the Company has complied with the applicable Secretarial Standards (as amended from time to time) on Board Meeting (i.e. SS-1) & Annual General Meeting (i.e. SS-2) issued by the Institute of Company Secretaries of India.

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, 2024.

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 202324 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.

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 2023-24.

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.

In compliance with the provisions of Listing Regulations, a separate report on the Corporate Governance for the financial year 2023-24 forms an integral part of this Annual Report.

The Management Discussion and Analysis Report for the financial year 2023-24 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') is provided in a separate section and forms an integral part of this report.

All contracts/arrangements/transactions entered by the Company during the financial year ended on 31^st March, 2024 with related parties were in its ordinary course of business and on an arm's length basis. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.

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, 2023.

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

There have been no material changes and commitments, which affect 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.

M/s. S. Bhalotia & Associates, Chartered Accountants, Hyderabad, (Firm's Registration Number: 0325040E) had been re-appointed as the 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 in the 43^rd Annual General Meeting of the Members of the Company till the conclusion of the 46^th Annual General Meeting 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 Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s. S. Bhalotia & Associates.

They have confirmed to 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.

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.

The Auditors' Report (Standalone or Consolidated) on the financial statements of the Company for the financial year ended March 31, 2024 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.

Pursuant to 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 2023-24 at a remuneration as may be mutually decided and agreed upon between the Internal Auditors and the Board of Directors of the Company.

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.

Pursuant to 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 has been appointed by the Board of Directors of the Company as Secretarial Auditor of the Company to conduct secretarial audit of the Company for the financial year 2023-24.

The Secretarial Audit Report in Form MR-3 of the Company for the financial year 2023-24 is enclosed herewith as "Annexure D' and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report(s),

Pursuant to 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, 2024. 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. 1,000/- plus GST on the Company in respect of delay in filing of Corporate Governance Report under Regulation 27(2) of the SEBI (LODR) Regulations, 2015 for the quarter and nine months ended 31.12.2015. The Company has paid penalty of Rs. 1,000/- plus GST to Bombay Stock Exchange Limited dated November 10, 2023.

Pursuant to 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.

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of 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 required to formulate any policy and implemented any initiatives on corporate social responsibility during the year under review.

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 and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud.

The mechanism provides adequate safeguards against the victimisation of Director(s) or Employee(s) or any other person who avail such mechanism and provide 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-

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.

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-

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.

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

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:

The Company had a total foreign exchange earnings and outgo as provided below during the year ended 31^st March, 2024:

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 an adequate system of risk management and internal control to identify (operational; financial; strategic & regulatory) risk elements and procedure to combat the risk.

The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. 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.

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 on sexual harassment may be accessed on the Company's website: https://vcbl.coffee/wp-

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

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://www.navalimited.com and websites of the Stock Exchanges i.e. BSE Limited.

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, business associates, consultants, banks, customers, vendors and members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services continuously being rendered by the Company's executives, staff and workers. Your Directors also gratefully acknowledge the shareholders for their support and confidence reposed on your Company.

The Management Discussion and Analysis Report has been prepared in accordance with the provisions of Regulation 34(2)(e) of the LODR Regulations, read with Schedule V(B) thereto, with a view to provide an analysis of the business and Financial Statements of the Company for FY 2023-24 and should be read in conjunction with Company's standalone and consolidated financial statements, the Directors' report and other information included elsewhere in the Annual Report.