Your directors here by present the 38^thAnnual Report on business and operations of the
Cupid Breweries and Distilleries Limited (Formerly known as Cupid Trades and Finance
Limited) together with the Audited statements of Accounts for the financial year ended
on 31^st March 2024.

1. Financial Results/Financial highlights (Amt in Rs.)

2. Overview of Company Operations and Performance

i. Company Overview:

Cupid Breweries and Distilleries Limited, formerly known as Cupid Trades and Finance
Limited, have been actively pursuing for revival of its operations with a strategic emphasis
on expanding its brewing and distillation business. Significant strides have been made in key
areas for the revival, underscoring the company's commitment to growth and enhanced
stakeholder value. Below are the key highlights of the company's operations and
management initiatives.

ii. Strategic Initiatives and Achievements

a. Change in Management:

In October 2023, the Company underwent a significant transformation with the appointment
of a new management team. The board now comprises highly experienced and professional
directors and promoters, all dedicated to steering the company toward sustainable growth.
This leadership change has been pivotal in reshaping the company's strategic direction.

b. Relocation of Offices:

To better align with its updated business objectives, the company has strategically relocated
its registered office and opened a corporate office. These are part of a comprehensive strategy
to optimize operations and enhance overall efficiency. Additionally, the company has opened
a new office for marketing purposes at the following address: First Floor, Haudin Road, off
Halasur Road, Bangalore 560042.

iii. Financial Commitment and Compliance:

The new management appointed Directors have demonstrated a strong commitment to the
Company's revival by infusing over INR 2 crore into the business through loans which be
converted into equity shares at the face value of Rs. 10/- per shares duly approved by the
members / shareholders in the Annual General Meeting, which is pending for conversion as
date, resulting no shares held by the new management directors, and those funds were
instrumental in clearing major obligations, including SOP fines, ALF dues, tax liabilities, and
payments to statutory and regulatory authorities/bodies and for business strategic growth
and revenue generation assets building purposes.

To align with the new business objectives, the Company has changed the name of the
Company from Cupid Trades and Finance Limited to "CUPID BREWERIES AND
DISTILLERIES LIMITED." The Registrar of Companies approved the new name and issued
a Certificate of Incorporation pursuant to name change on July 2, 2024.

Amendments were made to the Memorandum of Association (MOA) and Articles of
Association (AOA) to align with the new business objectives.

To strengthen internal controls and compliance mechanisms, the new management has
appointed an internal auditor, statutory auditor, secretarial auditor, legal consultant, and
Finance & Accounts. These appointments underscore the company's commitment to maintain
the highest standards of Corporate Governance.

iv. Updates on Steps for Revocation of Suspension from Trading

The Company has taken several steps to address the suspension from trading. After
submitting necessary documents and discussions with the concern departments of BSE Ltd,
the Company has complied with the delisting committee's order dated January 5, 2024, by
paying the reinstatement, penalty, and annual listing fees for FY 2023-24 and submission of
necessary documents. BSE issued a letter on June 12, 2024, confirming that the previous show
cause notices were disposed off based on the Company's representations.

As per Notice No. 20240416-29 dated April 16, 2024, no further action will be taken against
the company. Trading in the company's equity shares will continue in the Trade-to-Trade
segment, subject to surveillance measures.

v. Operational Expansion and Revenue Generation
a. Focus on Core Business:

Cupid Breweries and Distilleries Limited (Formerly Known as Cupid Trades and
Finance Limited) is now primarily focusing on tapping the market of Alcobev products
to mark its footprints, by the time its own manufacturing units operational. Also
initiated trading of raw materials, intermediary products, consumables for Alcobev
industry. Simultaneously, working on procuring licenses for establishing its owned
factory units. In the process the Company is focusing on acquisition of Land for setting
up manufacturing units to produce Alcobev products. To support this focus, the
Company has established a 100% wholly-owned subsidiary, Cupid Breweries and
Distilleries LLC FE, in Bukhara City, Uzbekistan and plans are in pipeline to set up own
unit at Dubai area also. Additionally, Company is planning to bring German technology
for brewing Industries in India.

b. Revenue Generation Activities:

The Company has initiated immediate revenue-generating activities, through trading of
raw materials, intermediaries and consumables related to alcobev industries.
Additionally, Company is providing Marketing arrangement for supply of alcobev in
the local and international markets by partnering with manufacturing units spread
across PAN India and abroad.

vi. Strategic Investments and Future Projections

As part of the Company's Financial Structure and Growth Plan, the new management has
taken several proactive measures to strengthen financial health and drive future growth.
The bad debt incurred during the tenure of the old management has been written off. The
Company has also secured shareholder's approval for several key initiatives, including
taking loans from Directors and to convert these loans into equity through Preferential
issue, as approved during the AGM held on 9^th February 2024. Additional approval for
raising funds through Preferential Offers, secured/unsecured debentures or any such
securities on 9^th May 2024. Upon receiving approval for the revocation of suspension, the
Company will plan for fund raising means through preferential, private placement,
further issuance of equity, preference shares or debenture or convertible instruments or
any other form of securities permissible, which will be used to fund its factory setup,
production and manufacturing activities. These steps reflect the commitment of the new
management to improve the financial stability of the company and support its strategic
growth objectives.

The Company have identified certain immediate revenue generation assets in the key
business States of India, Viz., West Bengal, Odisha, Maharashtra, Karnataka, and Goa
which are in production of IMFL / Beer / Malt Spirit covering all products of Alcobev
Industry, to have PAN India Prescence as an aggressive player in the Alcobev Industry.
For which the envisaged total estimated Capital Expenditure is of Rs. 567.00 Crores ( /-
5%). With these investments the company may register a Sales Turnover of Rs.1516.60
Crore approximately. The Company's keen to raise these funds through preferential and
or allowed means with all require permissions of the Regulators. Company is planning
to go ahead in structured, constructive manner to achieve its Business Goals with clear
Vision and Clarity of Approach with all its resources, and we are confident that BSE will
appreciate the committed efforts of the Company's New Management and support with
timely permissions to make it reality.

c. Revenue:

The Company did not generate revenue from operations in FY 2023-24.

d. Financial Overview and Management Actions

As part of the Company's Financial Structure and Growth Plan, the new management has
taken several proactive measures to strengthen financial health and drive future growth. The

3. DIVIDEND:

Your directors have not declared any dividend during the year under review due to loss
incurred.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

5. SHARE CAPITAL:

The issued, subscribed and paid-up capital of the Company is Rs. 9600000/- (Rupees
Ninety-Six Lacs Only) divided into 9,60,000 (Nine Lac Sixty Thousand) equity shares of
Rs. 10/- each. During the year under review, the Company has not issued shares or
granted stock options or sweat equity. There has been no change in the share capital of
the Company during the year.

6. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company has incorporated a wholly-owned Company Cupid Breweries and Distilleries
LLC FE on 21.05.2024 at Bukhara city of Uzbekistan, wherein as on date there is no share capital
infusion made by the Company. Further, Company is planning to set up the units in various
other countries where there are prospective opportunities. The details are provided in AOC-1
forming a part of 'Annexure III'

7. DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not disbursed any advances for any Loan, Guarantees or investment
opportunity within the industry, not exceeding the limit as specified in the Section 186 of
the Companies Act,2013.

9. COMPLIANCE WITH SECRETARIAL STANDARDS ON THE BOARD AND GENERAL
MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.

10. RELATED PARTY TRANSACTIONS:

All related party transactions entered during the financial year were conducted on an
arm's length basis and in the ordinary course of business. Significant related party
transactions have been duly disclosed in the notes to the financial statements.

The details of contracts or arrangements entered into with related parties in Form AOC-2 is
provided in Annexure 'I' forming part of this Board's Report.

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

In October 2023, the Company underwent a significant transformation with the appointment

Company intends to diversify the business and hence, the Company has changed the name
from Cupid Trades and Finance Limited to "CUPID BREWERIES AND DISTILLERIES
LIMITED." The Registrar of Companies approved the new name on July 2, 2024.
Subsequently, to align with the new business object, Company has amended the
Memorandum of Association (MOA) and Articles of Association (AOA).

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

The Company has complied with the delisting committee order of BSE Limited dated
05.01.2024 and has paid the reinstatement fees, penalty and Annual Listing fees for the
FY 2023-24. Subsequently BSE Limited has issued a letter dated 12.06.2024
L / SUR/ INV / KM/2024-25/ SHELL/ COMP /512361/1 stating that the earlier show cause
notices with relevant issues were disposed off as per Company's representations.

As per Notice No. 20240416-29 of BSE dated 16-04-2024, it is noted that on account of
compliance requirement by the Company, no further action shall be taken against the
Company and trading in the equity shares of the Company will be continued in Trade to
Trade for other reason(s), subject to surveillance measures.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 the following changes
have been occurred during the financial year 2023-2024.

1. Mr. Erramilli Prasad Venkatachalam was appointed as an Additional Director on
9^th October, 2023 and was regularized as Chairman and CEO at the AGM on 9^th February
2024. On 14^th May, 2024, he was also appointed as Managing Director.

2. Mr. S. V. Rajeswara Rao Samavedam was appointed as an Additional Director on
10^th October, 2023 and was regularized as a Non-Executive Director at the AGM on
9^th February, 2024.

3. Ms. Asha Satpute resigned as an Independent Director and Members of the Committee
with effect from 8^th December, 2023.

4. Ms. Varsh Joshi resigned from her positions as Director, Chairperson/ Member of the
Committee & Board with effect from 8^th December, 2023.

5. Mr. Arun Kumar A. L. was appointed as an Additional Independent Director on
8^th December, 2023 and was regularized as an Independent Director at the AGM of the
Company held on 9^th February, 2024.

6. Dr. Rodrigues Bhagvandas Lily was appointed as an Additional Women Director on
8^th December, 2023 and was regularized as a Women Director at the AGM on 9^th
February, 2024.

7. Mrs. Meeta Maurya resigned from her positions as Director and Member of the
Committee & Board with effect from 15^th January, 2024.

8. Mr. Arpit Shah was appointed as an Additional Independent Director on 15^th January
2024 and was regularized as an Independent Director at the AGM on 9^th February 2024.

9. Mr. Krishna Kant Maurya resigned as Managing Director, Director, and Member of the
Committees with effect from 15^th February 2024.

10. Mr. Erramilli Rishab was appointed as an Additional Director on 28^th June 2024.

Company is in process to appoint a qualified candidate for Company Secretary.

14. 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 Companies Act, 2013.

15. 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 company is in the process of
appointing an additional Independent Director.

The composition of the Board of Directors as at 31^st March, 2024

# Only Audit Committee and Stakeholders' Relationship Committee has been
considered as per Regulation 26 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations")

16. MEETINGS:

Minimum four pre-scheduled Board meetings are held annually. In case of business
exigencies or urgency of matters, resolutions are passed by circulation. In the year 2023¬
24, 6 meetings of the Board of Directors were conducted. Where in proper notice, agenda
are dispatch to the Board Members. The maximum gap between the two consecutive
meetings is not more than 120 days.

MEETING OF INDEPENDENT DIRECTORS

The Company's Independent Directors met on December 08, 2023 without the presence
of the Executive Director and the Senior Management team. The meeting was attended
by all the Independent Directors and all overall performance review was carried out.

17. AUDIT COMMITTEE:

During the financial year, the composition of the Audit Committee was reconstituted on
need to need basis in Board meetings.

Initially, the Committee comprised Ms. Asha Satpute, Mr. Ninad Dhuri, and Mrs. Meeta
Maurya.

In the meeting held on 8^th October 2023, the composition was revised to include Sri
Venkata Rajeswara Rao Samavedam.

Subsequently, in the meeting on 8^th December 2023, the composition was further revised
to include Mr. Arun Kumar A L, following the resignation of Ms. Asha Satpute.

In the meeting held on 15^th January 2024, the Committee was reconstituted once more to
include Mr. Arpit Shah, following the resignation of Ms. Meeta Maurya.

During the year, four meetings of the Audit Committee were held on 29th May 2023,
14^th August 2023, 8^th December 2023 and 14^th February 2024.

Terms of Reference:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, the Company has revised the terms of reference of the Committee. The
revised terms of reference are:

i. Oversight of the company's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors
of the company;

iii. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to:

• matters required to be included in the director's responsibility statement to be included
in the Board's report in terms of clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by
management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Modified opinion / Qualification in the draft audit report;

2. Reviewing, with the management, the quarterly financial statements before submission
to the board for approval;

3. reviewing and monitoring the auditor's independence; performance, and effectiveness of
audit process;

4. Formulating a policy on related party transactions, which shall include materiality of
related party transactions;

5. Approval or any subsequent modification of transactions of the listed entity with related
parties;

6. Scrutiny of inter-corporate loans and investments;

7. Valuation of undertakings or assets of the company, wherever it is necessary;

8. Evaluation of internal financial controls and risk management systems;

9. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;

10. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

11. Discussion with internal auditors of any significant findings and follow up there on;

12. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;

13. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;

14. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;

15. To review the functioning of the whistle blower mechanism;

16. Approval of appointment of Chief Financial Officer (i.e. the whole time Finance Director
or any other person heading the finance function or discharging that function) after
assessing the qualifications, experience and background, etc. of the candidate;

17. Reviewing the utilization of loans and/or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments
existing as on the date of coming into force of this provision;

18. To review the compliance with the provisions of Regulation 9A of Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 at least once
in a financial year and to verify that the systems for internal control are adequate and are
operating effectively;

19. To carry out any other function as is mentioned in the terms of reference of the Audit
Committee.

Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee),
submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory
auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor
shall be subject to review by the audit committee;

6. Statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;

(b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee has been constituted as per the provisions of
Section 178(1) of the Companies Act, 2013 to review and recommend the remuneration
payable to the Executive Directors and Senior Management of the Company based on
their performance and defined assessment criteria.

During the financial year, the composition of the Nomination and Remuneration
Committee was reconstituted on three occasions during Board meetings.

Initially, the Committee comprised Ms. Asha Satpute, Mr. Ninad Dhuri, and Mrs. Meeta
Maurya.

In the meeting held on 8^th October 2023, the composition was revised to include Sri
Venkata Rajeswara Rao Samavedam.

Subsequently, in the meeting on 8^th December 2023, the composition was further revised
to include Mr. Arun Kumar A L, following the resignation of Ms. Asha Satpute.

In the meeting held on 15^th January 2024, the Committee was reconstituted once more to
include Mr. Arpit Shah, following the resignation of Ms. Meeta Maurya.

During the year, four meetings of the Nomination and Remuneration Committee were
held on 09^th October 2023, 8^th December 2023, 15^th January 2024, and 14^th February 2024.

The terms of reference of the Committee:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, the Company has revised the terms of reference of the Committee. The
revised terms of reference are:

1. formulation of the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of performance of independent directors and the
board of directors;

3. Devising a policy on diversity of board of directors;

4. identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the
board of directors their appointment and removal;

5. Specify the manner for 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;

6. Whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors;

7. recommend to the board, all remuneration, in whatever form, payable to senior
management;

8. To administer and supervise Employee Stock Options Schemes (ESOS) including
framing of policies related to ESOS and reviewing grant of ESOS;

9. Carrying out any other function as is mentioned in the terms of reference of the
Nomination and Remuneration Committee.

Nomination and Remuneration Policy:

The Committee is in process of formulating Nomination and Remuneration Policy which
determines criteria inter-alia qualification, positive attributes and independence of
Directors for their appointment on the Board of the Company and payment of
remuneration to Directors, Key Managerial Personnel and other Employees. The
Committee shall consider the following attributes / criteria, whilst recommending to the
Board the candidature for appointment as Director.

-Qualification, expertise and experience of the Directors in their respective fields;

- Personal, Professional or business standing;

- Diversity of the Board

In case of re-appointment of Non-Executive Directors, the Board shall take into
consideration the performance evaluation of the Director and his engagement level.

Details of Remuneration Paid/Payable to Directors for the year ended March 31, 2024

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 "II") forming part of this report.

19. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has set up 'Stakeholders Relationship Committee'
in order to align it with the provisions of Section 178 of the Companies Act, 2013. 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 financial year, the composition of the Stakeholders' Relationship Committee
was reconstituted on three occasions during Board meetings.

Initially, the Committee comprised Ms. Asha Satpute, Mr. Ninad Dhuri and Mrs. Meeta
Maurya.

In the meeting held on 8^th October 2023, the composition was revised to include Sri
Venkata Rajeswara Rao Samavedam.

Subsequently, in the meeting on 8th December 2023, the composition was further revised
to include Mr. Arun Kumar A L, following the resignation of Ms. Asha Satpute.

In the meeting held on 15th January 2024, the Committee was reconstituted once more to
include Mr. Arpit Shah, following the resignation of Ms. Meeta Maurya.

One committee meeting held on January 15, 2024 respectively all committee members
present at the meeting.

20. BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 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, Appointment & Remuneration
Committees. The performance evaluations of Independent Directors were 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.

21. AUDITORS AND AUDITORS' REPORT:

During the Annual General Meeting (AGM) held on February 9, 2024, the company
appointed M/s. H M Shah & Co., Chartered Accountants (FRN: 109585W, Membership
No. 107499) as the statutory auditors. However, they later resigned due to the non¬
receipt of a peer review certificate. To address this, the management promptly convened
an Extraordinary General Meeting (EGM) on May 9, 2024, where CA Jainam N Shah of
M/s. Shah Teelani & Associates, Chartered Accountants (Membership No: 172439, Firm
Registration No. 0133549W), was appointed as the new auditor. Unfortunately, CA
Jainam N Shah also resigned shortly due to prior commitments, further delaying the
filing of financial statements.

The resignation of M/s. Shah Teelani & Associates on May 29, 2024, significantly
impacted the audit process, leading to unavoidable delays. In response, the company
appointed CA Rajendra Champaklal Desai of M/s. H Rajen & Co., Chartered
Accountants (Membership No: 011307, Firm Registration No. 108351W) on June 25, 2024.
Since then, the company has worked diligently to complete the audit process and ensure
compliance.

As a result, the company successfully published its audited financial statements for FY
2023-24 (yearly), the 4th Quarter of FY 2023-24, and the 1st Quarter of FY 2024-25 on
July 18, 2024.

Certificate from the Auditors has been received to the effect that they are eligible to act as
auditors of the Company and their appointment would be within the limits as prescribed
under Section 141 of the Act.

The Auditors have confirmed that they have subjected themselves to the peer review process
of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declaration confirming their independence as well as
their arm's length relationship with the Company as well as declared that they have not
taken up any prohibited non-audit assignments for the Company. The Audit Committee
reviews the independence and objectivity of the Auditors and the effectiveness of the Audit
process

The Auditors have also furnished a declaration confirming their independence as well as
their arm's length relationship with the Company as well as declared that they have not
taken up any prohibited non-audit assignments for the Company.

The Audit Committee reviews the independence and objectivity of the Auditors and the
effectiveness of the Audit process.

22. SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed Ms. Bhumika & Co, Company Secretaries in practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form
No MR-3 is annexed herewith. The Secretarial Audit Report as received from the
aforesaid secretarial auditors in form MR-3 for the F.Y. 2023-24 is annexed herewith as
(ANNEXURE "IV").

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY
THE BOARD:

23. INTERNAL 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.

24. ANNUAL RETURN

As per the provisions of Section 92(3) of the Act, the Annual Return of the Company for
the financial year 2023-24 is available on the website of the Company
www.cupidtrades.com.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the
shareholders and it includes discussion on matters as required under the provisions SEBI
(LODR) Regulation, 2015 forming part of this report is annexed herewith.

26. CORPORATE GOVERNANCE REPORT:

In pursuance to Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, submission of Corporate Governance report is not
applicable to the listed companies which have:

a. 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; or

b. have listed its specified securities on the SME Exchange.

Accordingly the paid up capital and net worth is below the prescribed limit for
mandatory applicability of Corporate Governance. The Company has decided not to opt
for compliance of Regulation 27 (2) of SEBI (LODR) Regulation, 2015 for the time being.

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility
initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule
9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said
provisions are not applicable.

28. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is not required to be given as there were no employees coming within the purview of this
section.

29. VIGIL MECHANISM

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

30. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given
under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried
out in the manufacturing activities. The company is in the process of setting up factories.
The foreign exchange earnings on account of the operation of the Company during the
year was Rs. Nil. The company has incurred expense for incorporating a company in
Bukhara region of Uzbekistan.

31. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state 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;

e) Directors have prepared the accounts on a "going concern basis".

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.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy against sexual harassment in line with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
framed there under. The Company has not received any sexual harassment related
complaints during the year 2023-2024.

33. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013, and Rule 5 of the Companies
(Appointment & Remuneration) Rules, 2014, every listed company is required to disclose
in the Board's Report the ratio of each director's remuneration to that of the permanent

employees. The details of the remuneration drawn by the directors and Key Managerial
Personnel (KMP) are provided in Annexure II. It is noted that no other directors have
drawn any remuneration.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB¬
SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

No fraud was reported by auditors under sub-section (12) of section 143 other than those
which are reportable to the central government

35. 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.

36. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and co¬
operation 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 has made
our Company successful in the business.

For and on behalf of the Board
Cupid Breweries and Distilleries Limited
(Formerly Known as Cupid Trades and Finance Limited)

Sd/- Sd/-

Mr. Erramilli Prasad Venkatachalam Sri. Venkata Rajeswara Rao Samavedam

Chairman cum Managing Director Non-Executive Director

(DIN: 08171117) (DIN: 10347786)

Date: 18-07-2024
Place: Mumbai