Ravikumar Distilleries Ltd Directors Report

To

The Members

Ravi Kumar Distilleries Limited.

Your directors have pleasure in presenting the 32ndAnnual Report together with Audited Accounts of the Company for the year ended 31st March, 2025.

1. Financial Results:	(Rs. in lakhs)
Particulars	31.03.2025	31.03.2024
Total Revenue	7790.22	6599.83
Profit / (Loss) before Prior period, Exceptional and Extra-Ordinary item	13.22	23.04
Prior Period items	--	--
Exceptional items	--	217.49
Tax Expenses	--	--
Profit / (Loss) for the Year	13.22	(194.45)
Other Comprehensive Income	3.21	4.78
Balance Carried Forward to Balance sheet	16.43	(189.67)

2. Performance of the Company during the year under review:

Your Company is engaged in the business of manufacture and trade of Indian Made Foreign Liquor (IMFL) under own brand Capricorn, Jean Brothers, Black Berry, 2Barrels, Green Magic, Chevalier, Once More as well asunder tie-up arrangements with other Companies. IMFL comprises of Whisky, Brandy, Rum, Gin and Vodka. Your Company currently operates through own manufacturing unit located at R.S 89/4A, Katterikuppam Village, Mannadipet Commune, Pondicherry. The Unit is equipped with infrastructure facilities and technology, which encompasses all modern facilities for blending and bottling, can undertake manufacture of IMFL. The core competency of your Company is in house technical and formulation knowledge, skilled workforce and well- equipped manufacturing facilities, which enable us to manufacture a wide range of IMFL products to diverse client requirements.

During the year, the total Income from operations was Rs. 7790.22 lakhs compared to Rs.6599.83 lakhs in the previous year recording a net profit of Rs. 13.22 lakhs, as against the net loss of Rs. (194.45)Lakhs in the previous year. Earning per share is Rs.0.07 against Rs. (0.79)in the previous year on a weighted average basis as per Accounting Standard 20 issued by the Institute of Chartered Accountants of India.

3. Future Outlook:

During the current financial year, your Company is making all possible efforts to improve the performance.

4. Reserves:

Your Board of Directors does not recommend carrying any amount to reserves; the entire profit amount was carried forward to next year.

5. Change in the Nature of Business:

There is no change in the nature of the business of the Company during the financial year under review.

6. Material Changes between the Period from end of Financial Year to the Date of Report of the Board:

There are no material changes between the Period from end of Financial Year to the Date of Report of the Board:

7. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the going Concern Status and Companys Operation in Future:

There are no significant and material order passed by the Regulator/Court/Tribunals impacting the going concern status and Companys operations in future.

8. Dividend:

In order to conserve resources, Your Directors did not recommend any dividend on the equity shares for the financial year 2024-25.

9. Public Deposits:

During the year, the Company has not accepted or renewed any deposits from the public as covered under section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there are no deposits which are pending for repayment as on 31.03.2025.

10. Subsidiaries, Joint Venture and Associate Companies:

The Company has no subsidiaries, Joint Venture and associate companies during the year under review.

11. Directors:

Policy on Directors appointment and remuneration:

The current policy is to have an appropriate mix of executive and independent directors, as considered and recommended by the Nomination and Remuneration Committee and as per the stipulations of the statutes, to maintain the independence of the Board. As of 31st March, 2025, the board has 6 members, as mentionedbelow:

The list of Directors as on 31 st March, 2025 is:

SI. No.	NAME OF THE DIRECTOR	NATURE OF DIRECTORSHIP
1	Mr. R.V. Ravikumar	Managing Director
2	Mr. Badrinath S Gandhi	Executive Director
3	Mr. ShaileshKantilal Kathariya	Independent Director
4	Mr. Dharmendra Dalsingar Yadav	Independent Director
5	Mr. MuthumaniRajesaker	Independent Director
6	Ms. Vidhisa Shekhar Shetty	Independent Director

The policy of Company on directors appointment and remuneration, including the criteria for determining qualification, positive attributes and other matters as required under sub-section 3 of section 178 of the Companies Act, 2013 is available on Companys website.

There has been no change in the policy. We affirm that remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Mr.R.V. Ravikumar to be reappointed as director of the Company who retires by rotation at this Annual General Meeting and being eligible, offers himself for re- appointment.The resolutions set out in the Notice to AGM are self-explanatory.

Tenure of Mr. R.V. Ravikumar as managing director of the Company and Mr. Badrinath S Gandhi as Whole-time director of the Company expires on 31/03/2026.

Pursuant to provisions of Section 196 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder and Regulation 17 of SEBI (LODR) 2015 as amended, reappointment of managing director and whole-time director can be made not earlier than 1 year before the expiry of their tenure.

Hence, Board proposes reappointment of Mr. R.V. Ravikumar as Managing director of the Company w.e.f. 01/04/2026 and Mr. Badrinath S Gandhi as Whole-time director of the Company w.e.f. 01/04/2026 by members at the ensuing Annual General Meeting pursuant to requirement of Section 196 and 197 read with rules made thereunder and Chapter V of the CompaniesAct, 2013.

Further as tenure of independent director of the Company Mr. Ashok Raju Shetty was ending on 26th September, 2024 and tenure of independent directors of the Company Mr. Kunjuri Murtyrao Satynarayana and Mr. Popatlal Mukanchand Kathariya were ending on 23rd September, 2024. The Board of directors at their meeting held on 24thAugust, 2024 on a recommendation of Nomination and Remuneration Committee, appointed Mr. Shailesh Kantilal Kathariya and Mr. Dharmendra Dalsingar Yadav as additional director(s) in the capacity of independent directors of the Company and their appointment(s) were confirmed by members at the Annual General Meeting of the Company held on 23rd September, 2024.

Further Board of directors at their meeting held on 12th November, 2024 on a recommendation of Nomination and Remuneration Committee, appointed Mr. Muthumani Rajesaker as additional director in the capacity of independent director of the Company and his appointment(s) was confirmed by members through postal ballot on 30th January, 2025.

12. Meeting of the Board:

During the financial year under review, the Board of Directors duly met 5 (Five) times in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.

Date of Meeting	Board Strength	No. of Directors Present
29-05-2024	6	5
13-08-2024	6	6
24-08-2024	6	6
12-11-2024	5	4
11-02-2025	6	5

13. Audit Committee:

The Audit Committee has been constituted and functions in accordance with the provisions of Section 177 of the Companies Act, 2013 (Act) read with Companies (Meeting of Board and its Powers) Rules,2014.During the year under review, The Committee was reconstituted twice owing to change in composition of board of Directors. The Audit Committee met four (4) times during the financial year 2024-25 i.e. on 29/05/2024, 13/08/2024, 12/11/2024 and 11/02/2025. The details of the Committee along with the details of the meetings held and attended by the members of the committee during the financial year 2024-25 are as under:

Sr. No Name of the Director	Meeting details
	Held	Attended
1 Mr.Shailesh Kantilal Kathariya (w.e.f. 24/08/2024)	2	2
2 Mr.Dharmendra Dalsingar Yadav (w.e.f. 24/08/2024)	2	2
3 Mr.MuthumaniRajesaker (w.e.f. 11/02/2025)	--	--
4 Mr.Badrinath S Gandhi	4	4
5 Mr. Ashok Raju Shetty (Chairman) (Upto 24/08/2024)	2	2
6 Mr.Kunjuri Murtyrao Satyanarayana (Upto 24/08/2024)	2	2
7 Mr.Popatlal Mukanch and Kathariya (upto 24/08/2024)	2	2

Recommendation of Audit Committee to the Board of Directors

During the financial year 2024-25, the Board of Directors of the Company accepted all recommendations put forth to it by the Audit Committee.

14. Nomination & Remuneration Committee:

The Company has constituted Nomination & Remuneration Committee which comprise of independent directors. The Committee was reconstituted twice owing to change in composition of board of Directors. The Members of the Committee are Mr.Shailesh

Kantilal Kathariya, Mr.Dharmendra Dalsingar Yadav and Mr. Muthumani Rajesaker. The quorum for the Nomination and Remuneration Committee is three members. The Committee met thrice during the year i.e. on 29/05/2024,24/08/2024 and 12/11/2024.

The details of attendance of the members of the committee at the meeting are given below:

Sr.	Name of the Director	Meeting details
No.		Held	Attended
1	Mr.Shailesh Kantilal Kathariya (w.e.f. 24/08/2024)	1	1
2	Mr.Dharmendra Dalsingar Yadav (w.e.f. 24/08/2024)	1	1
3	Mr.Muthumani Rajesaker (w.e.f. 11/02/2025)	--	--
4	Ms.Vidhisa Shekhar Shetty (w.e.f 24/08/2024 and upto 11/02/2025)	1
5	Mr. Ashok Raju Shetty (Chairman) (upto 24/08/2024)	2	2
6	Mr.Kunjuri Murtyrao Satyanarayana (upto 24/08/2024)	2	2
7	Mr.Popatlal Mukanch and Kathariya (upto 24/08/2024)	2	2

15. Independent Director(s)

The Independent directors have submitted the declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence provided in section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The process of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

16. Board Evaluation:

The Company has devised a policy for performance evaluation of the Board, Committee and other individual directors (including independent Director) which include criteria for performance evaluation of Executive and Non-

Executive Directors. The Evaluation process inter alia considers the attendance of Directors at Board and committees meeting, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Board carried out annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective committee members. The performance of each committee was evaluated by the Board, based on the report one valuation received from the respective committee.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feed back was given to Directors.

17. Appointment/Cessation of KMP:

Mr. R. V. Ravikumar, Chairman and Managing Director, Mr.Badrinath S Gandhi, Whole Time Director, Mrs. L. Bhuvaneshwari, Chief Financial Officer and Mr.Manohar Waman Oak, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

During the year under review, Mr. V Rajkumar resigned as Company Secretary and Compliance Officer of the Company w.e.f. 12/02/2025 and in his place, Mr.Manohar Waman Oak was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 27/05/2025 by the Board at their meeting held on 27/05/2025.

18. Directors Responsibility Statement:

Pursuant to the provisions of Section 134(3) of the Companies Act, 2013, your Directors submit:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure.

(ii) That the Directors have 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 current year as on 31st March, 2025 and of the Profit or Loss of the Company for the year ended on that date.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts of the Company on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

(vi)The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

19. Corporate Governance:

The Company has complied with the requirements of the Code of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance and Management Discussion and Analysis Report is attached to this Directors Report.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 is attached to this Directors Report.

20. Auditors:

Statutory Auditor

The statutory auditors of the Company M/s. Abhishek S Tiwari & Associates, Thane were appointed by the shareholders at the Annual General Meeting of the Company held on 23/12/2020 for a period of 5 financial years.

Since the tenure of existing auditor of the Company expires at the ensuing Annual General Meeting, board of directors at their meeting held on 06th August, 2025, appointed M/s. Ramanand & Associates, Chartered Accountants as statutory auditors of the Company for a period of 5 years commencing from financial year 2025-26. The appointment is subject to approval of members at the ensuing Annual General Meeting.

Following are the qualifications/adverse remarks made by the statutory auditor to which Boards reply is stated below:

Qualifications/Adverse Remarks

3.1: Your attention is invited to Note No. 5.1 Amount recoverable under Dispute of Rs. 2,900.25 Lakhs; which have been classified as Other Non-Current Assets; the Company has filed various cases against the parties and initiated action for recovery. Further, Securities and Exchange Board of India (SEBI) vide its Order dated 12-03-2019 directed the above parties to repay the amounts back to Company. We are unable to comment on reliability/ recoverability of these debts and amount given and no provision for Expected Credit Loss as per Indian Accounting Standards (IND AS) for doubtful recovery of such amount is considered necessary by the company.

Reply of Board

The Company has taken legal action and has also filed complaints against the parties and the Merchant Bank Mr. Anil Agrawal. Further, Securities and

Exchange Board of India (SEBI) vide its Order dated 12-03-2019 directed Mr. Anil Agarwal and others to Pay Rs. 33.83 Crs. back to the Company with Interest @ 12% pa w.e.f 01.04.2011. Mr.Anil Agarwal and others have filed appeal before SAT. However, the management expects to get back the amounts in due course. Hence, no provision has been made for Expected Credit on these amounts.

3.2. Your attention is invited to Note No. 3 Regarding Investment in Liquor India Limited and Amount received from Lemonade Shares & Securities Private Limited (Refer Note No. 17) which is considered as disputed and no adjustment for sale thereof have been incorporated in the financial statements by the Company. The sale agreement entered into with Lemonade Shares & Securities Private Limited for sale of entire undertaking has been challenged in National Company Law Tribunal to rectify the Register of Members and the Company petition has been ordered Non Maintainable and the Company has filed an appeal in the National Company Law Appellate Tribunal against the NCLT order and also civil suit has been filed before IInd Additional District Judge, Ranga Reddy District, L B Nagar, Hyderabad, with prayers inter-alia to rescind the agreement as being void and restore the parties back to the position prior to MOU Dated 05-09-2012. The Company has also filed SLP in Supreme Court of India apart from registering various complaints with Police, SEBI, and Enforcement Directorate. Management does not anticipate any liability on this account and accordingly the company has not provided for diminution in value of Investments and not made provision for Expected Credit Loss in respect of Loan to Liquor India Limited during the Financial Year 2024-25. As the matter is sub-judice we are unable to comment whether any adjustments are needed for the recoverability of investments thereof. Accordingly, impact on loss for the year and investments thereof if any, is unascertainable.

Reply of Board

The matter is self-explanatory. Apart from the civil suit, the Company has also filed an appeal against the NCLT order in NCLAT and complaints with Police Authorities. The Supreme Court has directed the Investigating Agencies to take all actions according to law and CBCID, Hyderabad has framed charge sheet against Mr. Anil Agarwal and others. The Legal proceedings are under-way. Company is confident of succeeding in the matter. Therefore, no provision has been made for Expected Credit Losses on these amount.

3.3 Note No. 8 regarding Confirmations not obtained as of March 31,2025 in respect of certain financial assets such as Sundry Debtors and allowance for expected credit not recognized on these financial assets even though indications of increase in credit risks were observed. The company has made a short provision by Rs.199.90 Lakhs for Expected credit loss. Therefore, the Consequential impact on financial results is not ascertainedby the Company.

Reply of Board

Confirmation from some of Debtors and creditors are obtained, whereas for remaining we have asked them to confirm the same, which we will able to get in due course, w.r.t. provision for expected credit loss which has not been provided in the books of account, management is in view that in due course, outstanding amount which require provision to be created will be recovered. Hence no provision has been made.

3.4 Note No. 18 regarding Confirmations not obtained as of March 31, 2025 in respect of certain financial liabilities such as Sundry creditors and the Consequential impact on financial results is not ascertained by the Company.

Reply of Board

Confirmations from certain creditors have been obtained. For the remaining balances, the Company has already requested confirmations and expects to receive them in due course. Based on the Companys review of records and reconciliations, management believes that the balances of sundry creditors as stated in the books are correct and fairly presented. Accordingly, no adjustment is considered necessary in the financial statements at this stage.

3.5 Note No. 20 There are statutory dues amounting to Rs. 260.23 Lakhs which are pending to be deposited with appropriate government authorities by the Company. The Company has not made provision for interest on these dues on account of delay in depositing dues. Since the management has not estimated overall liability on account of interest, financial impact on financial Statements is not ascertainable.

Reply of Board

w.r.t statutory dues which are outstanding from the substantial period of time management is of view that, the operation of Company will be improved in coming months and Company will be in position to settle all dues along with the interest.

3.6 The creditors having outstanding balance as of 31st March, 2025 are 232 which is amounting Rs. 1,336.59 Lakhs, out of which the management has identified the 57 creditors having balance of Rs.506.04 Lakhs which are registered under MSME. The balance 175 Creditors having balance of Rs. 830.55 Lakhs the management has not identified whether they are registered under MSME or not. Hence, we are unable to comment regarding the financial implication due to the unidentified creditors by the management. Reply of Board

The Management is in process of identifying the creditors which are registered under MSME Act for the rest of creditors.

VII. CARO Point no VII: In our opinion and according to the information and explanations given to us and based on audit procedures performed by us, the Company has generally not been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

Reply of Board

The Company is taking all steps to clear all the statutory dues and keep up to date within this FY 2025-2026.

The Auditors Report for the financial year ended March 31, 2025 is annexed herewith and is part of the Annual Report. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company in the year under review.

21. Annual Return

Annual return in Form MGT-7 up to the Financial Year 2023-24 as required under Section 92 of the Act is available on the Companys website http://www.ravikumardistilleries.com. Annual return for the F.Y. 2024-25 shall be made available on the Companys website post completion of the Annual General Meeting of F.Y. 2024-25.

22. Particulars of Employees:

In terms of Section 197(12) of the CompaniesAct, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name of the employees drawing remuneration in excess of the limit specified in the Rules are not applicable on the Company as during the period, no employee of the Company was drawing salary in excess of the limits prescribed therein.

Pursuant to Section 197 of the Companies Act 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 as amended from time to time, applicable details are given in the attached statement marked as Annexure A to this Report.

23. Particulars of Contracts or Arrangements made with Related Parties:

Particulars of Contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure B to this Boards Report. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial personnel. All related party transactions are also mentioned in the notes to the accounts. The Company has developed a framework through Standard operating procedures for the purpose of identification and monitoring of such Related Party Transactions. All Related party transactions are placed before the Audit Committee for approval. Omnibus approval is obtained on a yearly basis for transactions which are of repetitive nature and a statement giving details of all Related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis. The policy on Related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. Your Directors draw attention of the members to Note to the financial statement which sets out related party disclosures.

24. Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s.Uttam Shetty & Co., Company Secretaries in Practice having Membership Number F-8691 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year 2024-25 as issued by him in the prescribed Form MR-3 is marked as Annexure C to this Report.

Following are the qualifications/adverse remarks made by the secretarial auditor to which Boards reply is stated below:

Qualifications/Adverse Remarks

1 Company failed to comply with Regulation 17(1) of SEBI (LODR), 2015 with regard to minimum number of directors.

Reply of Board

There was delay in appointment of minimum number of directors and the delay caused was unintentional.

2 Delay in payment of Listing fees by the Company to BSE andNSE for the financial year 2024-2025.

Reply of Board

Due to heavy losses and liquidity crisis, Company is unable to pay listing fees on time.

3. Combined Penalty of Rs. 5,42,800/-(inclusive of GST) was imposed on the Company for delay in appointment of minimum number of directors vide notice(s) issued by BSE and NSE and Company failed

to make the payment within 15 days from the date of receipt of notice from Stock Exchange/s.

Reply of Board

Due to heavy losses and liquidity crisis, Company is unable to pay penalty on time, will take adequate steps to clear the same at the earliest.

As required under section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (LODR)2015 as amended, the Board has appointed M/s. Naithani & Shetty Associates, Practising Company Secretary, Mumbai, as Secretarial Auditors of the Company for a period of 5 financial year commencing from the financial year 2025-26. The Company has received their consent for such appointment.

25. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

M/s R.O. Pandey & Associates (FRN 134455W), Chartered Accountants, Mumbai, were the Internal Auditors for the FY 2024-25, and they have submitted their quarterly reports duly to the Audit Committee.

M/s R.O. Pandey & Associates (FRN 134455W), A106, Jay Bharat Society, Lalji Pada, Link Road, Kandivali West, Mumbai-400067, have been reappointed as the Internal Auditors of the Company for the FY2025-26.

26. Insurance:

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

27. Particulars as Required Under Section 134(3)(M) Of The Companies Act, 2013 read with the Companies (Accounts) Rules, 2014:

Conservation of Energy, Technology Absorption:

The particulars regarding the disclosure of the conservation of energy and technology absorption, as required under section 134(3) (m) of the Companies act, 2013 read with the Companies (Accounts) Rules, 2014 are given below:

a) Energy Conservation Measures Taken:

The Company continues to accord high priority to conserve the energy. Details of some of the measures undertaken to optimize energy conservation are.

i. Installation of circuit breakers, safely and easily operative and accessible are provided in each machinery/equipment resulting in reduction of idle run.

ii. Trip system in bottling lines easily and safely operative, incase of lag / fault in any equipment / machinery across the line.

iii. Recycling of wash water resulting in conservation of water and energy.

iv. Gravity Liquor flow system in all process areas resulting in lesser consumption of energy

v. Installation of Turbo Vent for Natural ventilation system in roofs of all buildings.

vi. Installation of Transparent Poly Coat Sheets in the roof resulting in availability of natural light.

b) Statement of total energy consumption and energy consumption per unit are given as under: (Rs. In Lakhs)

Sl.No. Power and Fuel Consumption	2024-25	2023-24
1. Power including lighting
Units Consumed	84760	70920
Rate per Unit (in Rs.)	6.75	6.35
Amount paid (in Rs.)	5.72	4.50
Additional Charges	-	-
Total charges	5.72	4.50
2. Own generation by Diesel Generator
Diesel utilized Litres	978	678
Unit per Litre of diesel oil generated	3.37	3.42

28. Foreign Exchange Inflow & Outgo:

a) Activities relating to Exports, Initiatives taken to increase Exports, Developments of new Export Market for products and Services and Export Plans:

b) Total Foreign Exchange

Inflow: Rs.6,48,91,910/- Outgo: Nil

29. Risk Management

During the financial year 2017-18, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, market, liquidity, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviours together form the Risk Management System (RMS) that governs how the Company conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

However, as risk management committee is not required considering the market capitalisation of the Company, Board at its meeting held on 10th May, 2023 dissolved the risk management committee of the Company.

30. Particulars of Loans, Investments and Guarantees:

During the year under review, Company has not provided any loans, guarantees and investment covered under section 186 of the Companies Act, 2013.

31. Sexual Harassment:

Your Company has constituted an Internal Complaint Committee as required under Section 4 of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.There were no incidences of sexual harassment reported during the year under review. Further there was no complaints of any sexual harassment was pending as on 31st March 2025.

Details as required under Rule 8(5) of Companies (Accounts) Second Amendment Rules, 2025 are as follows:

a) number of complaints of sexual harassment received in the year: NIL

b) number of complaints disposed off during the year: NIL

c) number of cases pending for more than ninety days: NIL

32. Employee Relations:

The relations between the employees and management continued to be cordial during the year.

33. Bonus Shares/Shares with Differential Voting Right/Stock Option:

The Company has neither issued any Bonus Share or Shares with differential voting rights nor granted any stock options/sweat equity shares.

34. Corporate Social Responsibility(CSR):

Your Company does not fall in any of the categories as provided under section 135 of the Companies Act, 2013 and hence CSRrule is not applicable to the Company.

35. Vigil Mechanism/Whistle Blower Policy

The Company has formulated and adopted a vigil mechanism for employees to report genuine concerns to the Chairman of the Audit Committee. The policy provides opportunities for employees to access in good faith, the Audit Committee, if they observe unethical and improper practices. The Whistle Blower policy of the Company is available in the website of the Company.

36. Transfer of Amounts to Investor Education and Protection Fund:

There was no amount which was required to be transferred to Investor Education and Protection Fund during the financial year under review.

37. Maintenance of Cost Records

As per the Companies (Cost Records and Audit) Rules,2014, the Company does not attract the provisions of Section 148(1) of the Companies Act, 2013 for maintenance of Cost Records, and hence not subject to CostAudit.

38. Legal case pertaining to the Company:

The following table is self-explanatory in presenting the legal status of the cases by/againstthe Company.

Sl.no	Particulars	Status as on 31.03.2025	Status as on 31.03.2024
1.	SEBI - Investigation-RKDLs IPO fund swindled by Mr. Anil Agrawal - Appeal by Mr. Anil Agrawal and Others in Securities Appellant Tribunal, Mumbai.	The Appeal in SAT is pending for hearing.	SEBI has concluded the investigation and vide order no: WTM/GM/EFD/ 99/2018-19 dated 12-03-2019 has directed Mr. Anil Agrawal and his associates to return Rs.33.83 crores to the Company with 12% p.a interest w.e.f 01.04.2011. Mr. Anil Agrawal and Others has filed Appeal before SAT. The proceedings are in progress
2.	Honble Supreme Court - Criminal Appeals in Special Leave Petitions in the matter of M/s. Liquors India Limited and IPO Funds.	Same as inCol.4	Honble Supreme Court has given direction that the Investigation shall proceed in the matters and the Investigation Authorities shall be at liberty to take such steps as may be advised to them in accordance with the provision of law. The Investigating Authorities has completed the Investigation and has filed Charge Sheet against Mr. Anil Agrawal and 81 others before the Honble IInd Additional Junior Civil Judge-cum-II Additional Metropolitan Magistrate (Juvenile Court), RR District, L.B. Nagar, Hyderabad. The proceed in the Honble Court is in progress.
3.	Comp any Petition u/s 111A, in the matter of M/s. Liquors India Limited	The Appeal in NCLAT is pending.	Honble National Company Law Tribunal , Hyderabad Bench- I has pronounced the Order dated 06.09.2023 stating that in the result, the present Company Petition filed under Section 111Aof the Companies Act, 1956 seeking declaration and other reliefs, is not maintainable, before this Tribunal, hence the same is hereby dismissed as not maintainable.
			The Company has filed Appeal with the Honble National Company Law Appellate Tribunal, Chennai Bench and the Honble Bench issued the Stay Order dated 28.11.2023 that the Parties shall maintain a status quo, as it exist today, in regard to the disputed shares. The Appeal against the Not Maintainable Order of NCLT, is yet to be taken up fordisposal.
4.	Civil Suit O.S. No: 103 of 2013, in the matter of M/s. Liquors India Limited, filed in Honble XVI ADJ Court, Malkajgiri, Hyderabad	Proceedings in Progress	The matter has been restored by the Honble Principle District And Sessions Judge, Medchal and Malkajgiri District, Malkajgiri. Telangana.
5.	FIR - 248 of 2013 - Charge Sheet CC No.948/2020 filed by EOW CBCID Hyderabad Police, against Mr.Anil Agrawal and others in the matter of M/s.Liquors India Limited & IPO Funds before the II Metropolitan Magistrate Court, LB Nagar, RR District, Hyderabad.	Proceedings in Progress	CB-CID has filed Charge Sheet against Mr. Anil Agrawal and 81 Others in the Honble IInd Additional Junior Civil Judge-Cum- II Additional Metropolitan Magistrate (Juvenile Court), RR District, LB Nagar, Hyderabad and the proceedings are in progress.
6.	Monetary Suit with the Honble High Court of Mumbai, in the matter of RKDLs IPO swindled by Mr.Anil Agrawal & Others.
	Recovery suit
	1. S/1144 of 2015 on Comfort Intech Limited	Proceedings in Progress	Proceedings in Progress
	2 S/74 of 2015 on Ranisati Dealer PLtd	Proceedings in Progress	Proceedings in Progress
	3 COMS/107 of 2015 on Sukusama Trading & Investment P Ltd.	Proceedings in Progress	The case has now been transferred from the Honble High Court of Mumbai to the Honble City Civil Court (District Court in Mumbai). This is on account of increase in the pecuniary jurisdiction of the City Civil Court.
	4 COMS/110 of 2015 on Gulistan Vanijya P Ltd.	Proceedings in Progress	The case has now been transferred from the Honble High Court of Mumbai to the Honble City Civil Court (District Court in Mumbai). This is on account of increase in the pecuniary jurisdiction of the City Civil Court.
	5. COMS/337/2016 on Gaungour Suppliers P Ltd.	Proceedings in Progress	The case has now been transferred from the Honble High Court of Mumbai to the Honble City Civil Court (District Court in Mumbai). This is on account of increase in the pecuniary jurisdiction of the City Civil Court.
	6. S/128 of 2015 on Vibhuti Multitrade P Ltd.	Proceedings in Progress	The case has now been transferred from the Honble High Court of Mumbai to the Honble City Civil Court (District Court in Mumbai). This is on account of increase in the pecuniary jurisdiction of the City Civil Court.
7.	Prevention of Money Laundering under PMLA, 2002 - ECIR/CE.20-II/22/2021/DD(SA) by Enforcement Directorate.	SameasinCol.4	Proceedings in progress.
8.	Company Petition u/s. 397 & 398 in NCLT, Chennai filed by Comfort Intech Ltd against the Company.	SameasinCol.4	Proceedings in progress.
9.	Case No. ID / 0000020/2023 dated 03.10.2023 filed by AIUTUC, Pondicherry in the Honble Court of Presiding Officer, Industrial Tribunal- Cum-Labour, Pondicherry.	Same asinCol.4	Proceedings in progress.
10.	Case O.S. No. 0100017/2018 filed in the Honble Court of Principle District Judge, Puducherry for Recovery of Dues from M/s. Vinodh Liquors, Karaikal.	SameasinCol.4	Proceedings in progress.
11.	Case No. OP / 0000015/2024 dated 12.06.2024 filed by AIUTUC, Pondicherry in the Honble Court of Presiding Officer, Industrial Tribunal- Cum-Labour, Pondicherry.	Proceedings in progress.
12.	Case No. ID / 0000005/2024 dated 19.06.2024 filed by AIUTUC, Pondicherry in the Honble Court of Presiding Officer, Industrial Tribunal- Cum-Labour, Pondicherry.	Proceedings in progress.

Status / Actions subsequent to 31.03.2025:

SI. No.	Particulars	Status
1	SEBI -Investigation - RKDLs IPO funds swindling by Mr. Anil Agrawal. Appeal by Mr.Anil Agrawal and Others in Honble Securities Appellant Tribunal, Mumbai	Final hearing held on 08.07.2025. Order Reserved.
2.	Honble Supreme Court-Criminal Appeals in Special Leave Petitions in the matter of M/s. Liquors India Limited and IPO Funds.	Pending
3.	Company Petition u/s 111A, in the matter of M/s.Liquors India Limited.in NCLT, Hyderabad, seeking declaration and other reliefs, is not maintainable, before this Tribunal, hence the same is hereby dismissed as not maintainable. The Company has filed Appeal with the Honble National Company Law Appellate Tribunal, Chennai Bench.	Posted on 09.09.2025 for hearing.
4.	Original Suit OS. No. 103 of 2013 in the matter of Liquors India Limited in the Honble XVI ADJ Court, Malkajgiri, Hyderabad.	Posted on 02.09.2025.
5.	FIR - 248 of 2013 - Charge Sheet CC No.948/2020 filed by EOW CBCID Hyderabad Police, against Mr.Anil Agrawal and others in the matter of M/s.Liquors India Limited & IPO Funds before the II Metropolitan Magistrate Court, LB Nagar, RR District, Hyderabad.	Posted on 26.08.2025.
6.	Monetary Suitin the matter of RKDLs IPO swindled by Mr.Anil Agrawal & Others. Recovery suit
	- S/1144 of 2015 on Comfort Intech Limited.	Posted on 15.09.2025.
	- S/74 of 2015 on Ranisati Dealer P Ltd.	Posted on 16.09.2025.
	- COMS/107 of 2015 on Sukusama Trading & Investment P Ltd.	Posted on 03.10.2025.
	- COMS/110 of 2015 on GulistanVanijya P Ltd.	Posted on 22.09.2025.
	- COMS/337/2016 on Gaungour Suppliers P Ltd.	Posted on 27.08.2025.

Status / Actions subsequent to 31.03.2025:

SI. No.	Particulars	Status
	- S/128 of 2015 on Vibhuti Multitrade P Ltd.	Posted on 17.10.2025.
7.	Prevention of Money Laundering under PMLA, 2002 ECIR/CE.20-II/22/2021/DD(SA) by Enforcement Directorate.	In process.
8.	Company Petition u/s.397& 398 in NCLT, Chennai filed by Comfort Intech Ltd against the Company.	Final hearing held on 28.07.2025. Order Reserved.
9.	Case No. ID / 0000020/2023 dated 03.10.2023 filed by AIUTUC, Pondicherry in the Honble Court of Presiding Officer, Industrial Tribunal-Cum-Labour, Pondicherry	Posted on 26.08.2025.
10.	Case No. OP / 0000015/2024 dated 12.06.2024 filed by AIUTUC, Pondicherry in the Honble Court of Presiding Officer, Industrial Tribunal-Cum-Labour, Pondicherry	Posted on 26.08.2025.
11.	Case No. ID / 0000005/2024 dated 19.06.2024 filed by AIUTUC, Pondicherry in the Honble Court of Presiding Officer, Industrial Tribunal-Cum-Labour, Pondicherry	Posted on 26.08.2025.
12.	Case O.S. No. 0100017/2018 filed in the Honble Court of Principle District Judge, Puducherry for Recovery of Dues from M/s. Vinodh Liquors, Karaikal.	Posted on 03.09.2025.

39. Listing of Shares with BSE Limited and NSE India Limited:

The Shares of the Company are listed on BSE Limited and NSE Limited.

40. Share Capital:

The Authorized Share Capital of the Company as on 31st March, 2025 is Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 Equity Shares of Rs. 10/- each aggregating to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only).

There has been no change in the Equity Share Capital of the Company during the financial year 2024-25.

The Issued, Subscribed and Paid-up capital of the Company as on 31st March, 2025 is 24,00,00,000/- (Rupees Twenty-Four Crore only) divided into 2,40,00,000 Equity Shares of Rs. 10/- each aggregating to Rs. 24,00,00,000/- (Rupees Twenty-Four Crore only).

41. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

No application is made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

42. 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:

No one time settlement done with banks or financial institutions during the financial year under review, hence, the above clause is not applicable to the comp any.

43. Adjudication/Compounding:

During the period under review, no action was taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (inducting under the Standard Operating Procedures issued by SEBI through various drculars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

44. A statement regarding opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

In the opinion of the Board, independent directors appointed during the year processes the integrity, expertise and experience as required to perform their duties and responsibilities envisaged under the provisions of Companies Act, 2013 and SEBI (LODR), 2015. As regard proficiency, Mr. Shailesh Kantilal Kathariya being a practicing chartered accountant and Mr. Muthumani Rajesaker being a ex-government servant is not required to pass independent director proficiency test whereas Mr. Dharmendra Dalsingar Yadav has duly passed independent proficiency test as required under relevant provisions of Companies Act, 2013 read with rules made thereunder.

45. A statement by the Company with respect to the compliance of the provisions relating to the Maternity Benefit Act, 1961:

During the year under review, there are no cases of maternity, hence above clause is not applicable to the Company during the year under review.

46. Other Disclosures

a) There was no revision in the financial statements.

b) Your Company has complied with Secretarial Standards issued by ICSI.

47. Acknowledgment:

The Management is grateful to the Regulatory Authorities, Shareholders, Companys Bankers, Financial Institutions, Insurance Companies, Investors, Clients, Business Associates for their continued support and co-operation.

The Directors also wish to place on record their appreciation for the co-operation, active involvement and dedication of the employees.

	For and on behalf of the Board of Directors
Place: Puducherry	R.V. Ravikumar	Badrinath S Gandhi
Date : 06.08.2025	Managing Director	Executive Director
	DIN: 00336646	DIN:01960087