Your directors have immense pleasure in presenting their 39^th Annual Report on the business and operations of
the Company together with Audited Financial Statements for the year ended on 31^st March, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS :

(in Rs.)

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The Company is engaged in trading and retailing of IMFL and beer. Due to Strong polices and unexpected
decisions of the government, which were not in the favour of your company, your company did not carry any
business activity of retail selling of IMFL and beer during financial year 2016-17, 2017- 18, 2018-19, 2019-20,
2020-21, 2021-22, 2022-23 and 2023-24 the total Revenue from operations of the company was Nil while other
income during the year under review was Rs. 1103832.00/-. Further, the company has incurred total expenditure
of Rs. 3136059.06/- as against expenditure of Rs. 2135632.37/- incurred during the previous financial year.
Although the company has no profit after tax during the under review, your directors expect that the company will
perform better in the ensuing year.

TRANSFER TO RESERVES

Your Directors have not proposed to transfer any sum to the General Reserve.

DIVIDEND:

In the interest of the Company no dividend has been recommended by the Board of Directors of the Company.
CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of Business of the Company during the financial year ended on March 31, 202 4.
Your company did not carry any business activity during financial year under review.

MATERIAL CHANGES AND COMMITMENTS

In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the
closure of the financial year to which the financial statements relate till the date of this report, affecting the
financial position of the Company.

DETAILS OF REVISION OF FINAN CIAL STATEMENT OR THE REPORT

There was no change made in the financial statements or the Report in respect of three preceding financial years
either voluntarily or pursuant to the order of a judicial authority.

CAPITAL STRUCTURE

During the FY 2023-24 there is no change in capital structure of the Company and paid up share capital of the
company stands at Rs. 7,48,87,580/- (Rupees Seven Crore Forty Eight Lakh Eighty Seven Thousand Five Hundred
and Eighty Only).

DETAILS OF EMPLOYEES STOCK OPTIONS

There are no employee’s stock options given by the company during the financial year 2023-24.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

1. Mr. Parasram Jhamnani (DIN: 01266196), retired by rotation in previous AGM held on 10^th July 2023 was re¬
appointed by the shareholders.

2. Ms. Amrita Modi (DIN: 07761166), retires by rotation and being eligible offers herself for re-appointment at the
ensuing Annual General Meeting of the Company. Based on the performance evaluation and recommendation of
the Nomination and Remuneration Committee, the Board recommends her re-appointment.

3. Mr. Rinku Goyal (DIN: 10454843) was appointed by the Board as an Additional Director under the category of
Independent Director of the Company w.e.f. 12^th February 2024 to hold position upto the date of the ensuing
Annual General meeting of the company, as per the recommendation received from Nomination and remuneration
committee of the company. Approval of Shareholders is sought for appointment of Mr. Rinku Goyal as an
Independent Director of the Company at this AGM for a period of five year 11th February 2029. The Board
recommends his appointment in this AGM. Brief Profile of Mr. Rinku Goyal is given in the Notice of the AGM and
it’s in the opinion of the board that Mr. Rinku Goyal having vast experience and expertise in the business
operation.

4. Second term of appointment of Mr. Raj Kumar Jain (DIN: 05182042) Independent Director of the Company was
expired on 31st March 2024.

Except aforesaid changes further no changes occurred in the KMP during the year under review.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that
each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as independent directors of the Company.

BOARD MEETINGS

The Board of Directors met four (4) times during the financial year 2023-24. Frequency and quorum at these
meetings were in conformity with the provisions of the Companies Act, 2013, Secretarial Standard -1 on Meetings
of the Board of Directors and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Attendance of Directors in AGM and Board meetings held during the financial year 2023-24 are as follows:

AUDIT COMMITTEE

The company has the audit committee in line with the provisions of Section 177 of the Companies Act, 2013.

The audit committee met four (4) times during the financial year 2023-24. Frequency and quorum at these
meetings were in conformity with the provisions of the Companies Act, 2013, and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee consists of 3 (Three) directors out of which Two (2) are Independent Directors as on the
last day of financial year 2023-24 and is chaired by Mr. Raj Kumar Jain, an Independent Director. Composition of
Committee is as follows:

Mr. Raj Kumar Jain (DIN: 05182042), Chairman of Audit Committee attended previous AGM held on 10^th July 2024.
Further all the recommendations of the Audit Committee time to time were accepted by the Board.

Attendance at Audit Committee meetings held during the financial year 2023-24 as follows:

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The company has the Stakeholders' Relationship Committee in line with the provisions of Section 178 of the
Companies Act, 2013.

The Stakeholders’ Relationship Committee consists of 3 (Three) directors out of which Two (2) are Independent
Directors as on the last day of financial year 2023-24 and is chaired by Mr. Raj Kumar Jain, an Independent
Director. The Composition of Committee is as follows:

Attendance of Stakeholders’ Relationship Committee meetings held during the financial year 2023-24 are as
follows:

NOMINATION AND REMUNERATION COMMITTEE

The company has the Nomination and Remuneration Committee in line with the provisions of Section 178 of the
Companies Act, 2013.

The Nomination and Remuneration Committee consists of 3 (Three) directors out of which Two (2) are
Independent Director as on the last day of financial year 2023-24 and is chaired by Mr. Raj Kumar Jain, an
Independent Director. Composition of Committee is as follows:

Attendance at Nomination and Remuneration Committee meetings held during the financial year 2023-24 as
follows:

NOMINATION & REMUNERATION POLICY

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated a Nomination and Remuneration Policy.

The Nomination and Remuneration policy provides guidelines to the Nomination and Remuneration Committee
relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior
Management. This policy formulates the criteria for determining qualifications competencies, positive attributes
and independence for the appointment of a director (executive / non-executive) and also the criteria for
determining the remuneration of the Directors, Key Managerial Personnel, Senior Management and other
Employees. It also provides the manner for effective evaluation of performance of Board, its committees and
individual directors.

Nomination and remuneration policy of the Company is available on the Company's website at
www.chambalkota .in, and on web-link: http://www.chambalkota.in/download/nomination%20&%20
Remuneration%20policy.pdf We affirm that the remuneration paid to Directors, senior management and other
employees is in accordance with the remuneration policy of the Company.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, a separate exercise was carried out to evaluate the
performance of Board, Directors including the Chairman of the Board and Board Committees.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to Section 149(8) read with Schedule IV, Section 178(2), Section 134(3)(p) of
Companies Act, 2013.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis
of criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of com mittee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

In a separate meeting of independent direct ors, performance of non-independent directors, the Board as a whole
and Chairman of the Company was evaluated, taking into account the views of executive di rectors and non¬
executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors
on the basis of criteria such as the contribution of the individual director to the board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of
business. These systems provide a reasonable assurance in respect of providing financial and operational
information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance

with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit
reports issued by internal auditors of the company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Subsidiary Comp any: Nil

oint Venture: Nil

FIXED DEPOSITS

The Company has neither invited nor accepted or renewed any fixed deposits from public within the meaning of
Section 73-76 of the Companies Act, 2013, read with The Companies (Acceptance of Deposits) Rules, 2014 during
he year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013

During the year under review, the company has not given any guarantee or provided security in connection with a
loan nor it has acquired by way of subscription, purchase or otherwise the securities of any other body corporate.
Further the particulars of the Loans given and advances made by the company are provided in the Note No. 5 of
financial statements of the company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended on 31^st March, 2024 were on
an arm's length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the
Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions
during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the interest of the Company at large. Thus,
disclosure in Form AOC-2 is not required.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
provisions of Section 135 of the Companies Act, 2013 read with the relevant rules and guidelines are not so far
applicable to the Company.

RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This
framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the
Company’s competitive advantage. The Risk Management Policy defines the risk management approach across
the enterprise at various levels including documentation and reporting. The policy is available on the Company’s
website at http://www.chambalkota.in/ and the web link i.e. http://www.chambalkota.in/download/Risk%20
manageme nt%20policy.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI(LODR)
Regulations, 2015, the Company has a Whistle Blower Policy for establishing a vigil mechanism to deal with the
cases of unethical behaviour in all its business activities, fraud, mismanagement and violation of Code of Conduct
of the Company. The policy provides systematic mechanism to report the concerns and adequate safeguards
against the victimization, if any. The policy is available on the Company’s website at the weblink i.e.
http://www.chambalkota.in/download/whistle%20blower%20policy.pdf during the finan cial yea r, no whistle
blower event was reported and mechanism is functioning well. No personnel have been denied access to the Audit
Committee.

S IGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No such material legal decision has been passed during the year by the regulators or courts or tribunals which
may affect the going concern status of the company and company's operation in future.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

There is no such case during the financial 2023-24

DISCLOSURE OF AGREEMENTS SPECIFIED IN CLAUSE 5A OF PARA A OF PART A OF SCHEDULE III

There is no agreements specified in clause 5A of para A of part A of schedule III during the financial 2023-24.

AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS

M/s VAG & Company, Chartered Accountants, Kota (Firm registration Number: 003014C), were appointed
as Statutory Auditors of the Company in 34^th Annual General Meeting of the C ompany to hold office till the
conclusion of the 39^th Annual General Meeting of the company for the second term. The tenure/term of M/s VAG &
Company, Chartered Accountants, Kota (Firm registration Number: 003014C) is coming to end at the conclusion
of ensuing AGM. The existing auditors cannot be re-appointed as the Auditors for a further period of 5 years as per
the provisions of Companies Act, 2013.

Therefore appointment of M/s Lokesh Maheshwari & Associates, Chartered Accountants, Kota, (Firm
Registrati on Number: 020075C) being sought in the annual general meeting , to hold the office from conclusion
of the 39^th Annual General Meeting till the conclusion of the 44^th Am ual General Meeting of the Company the term
and condition of appointment are provided under the notice of AGM.

There is no reservation, qualification or adverse remark contained in the Auditor's Report attached to Financial
Statements of company as at 31st March, 2024 Information referred in Auditor’s Report are self-explanatory and
do not call for any further comments.

During the financial year 2023-24, no fraud was reported by the Statutory Auditors of the Company in their Audit
Report.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules,
2014, the Board has appointed M/s DCJ and Associates, Chartered Accountants, Kota (FRN: 015039c) as

Internal Auditor of the Company to carry out the internal audit of the company for the F.Y. 20 23-24.

The internal audit report received from the internal auditors were reviewed by the Audit Committee and Board of
Directors and the observations, if any, mentioned in the Internal Audit Report received for the financial year
2023-24 were duly looked into by the Management from time to time.

During the financial year 2023-24, no fraud was reported by the Internal Auditor of the Company in their Audit
Report.

The Board has also re-appointed the aforesaid firm as Internal Auditor to conduct the internal audit of the
Company for the F.Y. 2024-25.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Bharat Rathore & Associates,
Company Secretaries, Kota (FRN: S2018RJ589300) as Secretarial Auditor of the Company to carry out the
secretarial audit of the company for the F.Y. 2023-24. The Secretarial Audit Report as received from the aforesaid
secretarial auditors in form MR-3 for the F.Y. 2023-24is annexed herewith as (ANNEXURE "I”).

The Secretarial Audit report for the financial year ended 31st March, 2024 does not contain any qualification,
reservation or adverse remark and is self explanatory and does not call for any further comments.

The board has also re-appointed M/s Bharat Rathore & Associates, Company Secretaries, Kota as Secretarial
Auditor to conduct secretarial audit of the Company for the F.Y. 2024-25.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Company has complied with all secretarial standards applicable on company during the financial year 2023-24.
MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is not applicable on the company during the financial year.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC)

There are no process initiated under the insolvency and bankruptcy code, 2016 (2016) during the financial year
2023-24.

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ
technology for more efficient operations.

As per the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in
(ANNEXURE "II”) to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed discussion on the industrial structure, development, opportunities, threats, review of operational
performance and risks, as required under Regulation 34 of the Securities and Exchange Board of India (Listing
Regulations and Disclosure Requirements) Regulations, 2015, forms part of this report as (ANNEXURE "III”).

ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the
Annual Return for the financial year ended on 31st March 2024 in the prescribed form MGT-7 is disclosed on the
website at www.chambalkota.in.

PARTICULARS OF EMPLOYEES AND RATIO OF REMUNERATION TO EACH DIRECTOR

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms
of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, and the statement containing particulars of employees
as required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in (Annexure "IV”) forming
part of this report.

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

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder and authorized the Audit Committee of the Company for
implementation of said policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24

Number of complaints pending at the beginning of the year : NIL

No. of complaints received during the year : NIL

Number of complaints disposed off during the year : NIL

Number of cases pending at the end of the year : NIL

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:

The board has adopted a code for the prohibition of insider trading to regulate, monitor and report trading by
insiders/designated persons in securities of the Bank. The code inter alia requires pre-clearance for dealing in the
securities and prohibits the purchase or sale of securities while in possession of unpublishe d price sensitive
information and during the year when the trading window is closed during the year.

The policy is available on our website on www.chambalkota.in and web-link http://www.chambalkota.in/
download/C0DE%200F%20FAIR%20DISCL0SURE%20AND%20C0DE%200F%20C0NDUCT.pdf.

The code lays down guidelines advising them on procedures to be followed and disclosures to be made in dealing
with shares of Company.

LISTING OF SECURITIES:

The equity shares of the company are listed with the BSE Limited having Scrip Code: 512301 and confirm that
listing fee has been paid for financial year 2023-24.

POSTAL BALLOT

During the financial year 2023-24, there is no resolution passed through Postal Ballot.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134(3) (c) of the Companies Act, 2013, the Board of Directors of the Company hereby state
and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that
there are no material departures from the same;

(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 directors, had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE REPORT:

As per Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, compliance of provisions of Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V
shall not apply, to the following class of companies:

(a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty five crore, as on the last day of the previous financial year:

(b) the listed entity which has listed its specified securities on the SME Exchange:

As such, our Company falls in the ambit of aforesaid exemption (a), hence compliance with the provisions of
Regulation 27(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 shall not apply on our Company.

Consequently Corporate Governance Report under Regulation 27 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 does not form part of the Annual Report for
the Financial Year 2023-24.

OTHER DISCLOSURES

Other disclosures with respect to Board's Report as required under the Companies Act, 2013 and the Rules
notified thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are either NIL or NOT APPLICABLE.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its sincere appreciation for due co-operation received from the
Company's Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at
all levels for their continued support.

For and on Behalf of Board of Director
Chambal Breweries & Distilleries Ltd.

Place: Kota

Date: 30.05.2024 Sd/- Sd/-

Anmol Jindal Parasram Jhamnani

Director Chairman and Managing Director

DIN : 07618593 DIN:01266196