Your Directors present herewith the 17^th Annual Report on business and operations along with the
Audited financial statements and the Auditor’s report of the Company for the year ended 31 March
2025.

Financial Highlights:

Performance Overview:

During the fiscal year ended 31 March 2025, Net revenues increased by 6% to ? 1,078 Crores in FY
2024-25, compared with ? 1,013 Crores in FY 2023-24.

State of The Company’s Affairs:

The state of the Company affairs forms an integral part of Management Discussion & Analysis
Report.

Dividend:

The Board of Directors of the Company has not recommend any dividend for the financial year
2024-25

Transfer to Reserves:

In accordance to the provisions of Section 134(3)(j) of the Companies Act, 2013, (hereinafter “the
Act”) the Company has not proposed any amount to transfer to the General reserves of the
Company for the financial year 2024-25.

Deposits:

The Company has not accepted any Deposits under Section 73 and Chapter V of the Act and the
rules made thereunder.

Particulars of Loans, Guarantees or Investments:

The details of the loans, guarantees and investments are provided in the notes to the audited
financial statements annexed with the Annual report.

Subsidiaries, Joint Ventures and Associate Companies:

As on 31 March 2025, the Company has 17 subsidiaries (including step-down subsidiaries), 5
Associate Companies and 3 Joint Ventures. The details of all the subsidiary companies including
companies which are yet to commence operations and which have been liquidated or sold during
the year are mentioned in “Form AOC-1”, which is attached as an “Annexure VI.” A statement
containing the salient features of the financial statements of Subsidiaries, Associate Companies or
Joint Ventures are mentioned specifically in the same annexure as mentioned above. In accordance
with Section 136(1) of the Act, the financial statements of the subsidiaries companies are available
on the Company’s official website post approval of the members.

In line with Regulation 24 and Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (hereinafter “the Listing Regulations”) the Company has
formulated a detailed policy for determining ‘material’ subsidiaries and the said policy is available
at the Company’s official website and may be accessed at the link :
https://coffeeday.com/Stakeholders/Policies/Material Subsidiary.pdf

Management Discussion & Analysis Report:

As stated in Regulation 34(2)(e) of the Listing Regulations, the Annual Report shall contain a
detailed report on Management Discussion & Analysis, which is hereto attached with the Annual
report in “Annexure-I.”

Corporate Governance:

The report on Corporate Governance along with a Certificate from the Practicing Company
Secretary regarding proper compliance of Corporate Governance pursuant to the requirements of
Schedule V of the Listing Regulations forms an integral part of the Annual Report stated in
“Annexure-II.”

Dividend Distribution Policy:

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
(Second Amendment) Regulations, 2016, the Board of the Company has adopted Dividend
Distribution policy in their meeting held on 18 May 2017, which aims at marking the right balance
between the quantum of dividend paid to its shareholders and the amount of profit retained for its
commercial requirements. The said policy is available in the website of the company and may be
accessed at the link: https://coffeeday.com/Stakeholders/Policies/DDP-CDEL.pdf

Board Diversity:

The Company recognizes and embraces the importance of diverse Board in its success. We believe
that a truly diverse board will leverage differences in thought, perspective, knowledge, industry
experience that will help us retain our competitive strength. The Company has evaluated the policy

with a purpose to ensure adequate diversity in Board of Directors, which enables them to function
efficiently and foster differentiated thought processes at the back of varied industrial and
management expertise. The Board recognises the importance of a diverse composition and has
therefore adopted a Board Diversity Policy.

The policy is made available at the Company’s official website via link:
https://www.coffeedav.com/PDF/BOARD%20DIVERSITY%20POLICY.pdf

Board Evaluation and Policy on Directors’ Appointment and Remuneration:

In accordance with Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration
Committee has specified the criteria and manner for effective evaluation of performance of
‘Board’, its ‘Committees’ and ‘Individual Directors’ carried out either by the Board, by the
Nomination and Remuneration Committee or by an independent external agency and reviewed its
implementation and compliance.

The detailed policy in compliance with Section 178(3) of the Act read along with Regulation 19
of the Listing Regulations has been approved by the Board of Directors of the Company
and is made accessible at the Company’s official website at the following link:
https://www.coffeeday.com/PDF/NOMINATION%20&%20REMUNERATION%20POLICY.pdf

As per the provisions of the Companies Act 2013 an evaluation of the performance of the Board,
Committee and members were undertaken.

The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors on the basis of various criteria such as Board structure, strategic discussions, effective
reviews, process, Boards engagement with senior management team etc. The performance of the
Committee was evaluated by the Board on the basis of composition, effective discharge of its
function and recommendations provided. Performance of the Individual Directors was evaluated on
the basis of Integrity, Commitment, ability to exercise independent judgment etc. The feedback
was collated and discussed at the Board and action points for improvement were put in place.

Appointment/ Resignation/ Re-appointment of Board of Directors:

During the year under report, the tenure of Mr. S V Ranganath, as an Independent Director
concluded on 8 January 2025.

Mr. Giri Devanur was resigned from the Board of Directorship of the Company on 3 October 2024
due to pre occupations.

The Board of Directors of the Company, on 29 January 2025 appointed Mr. Chandrashekar Rao
Bokkasa to the Board as an Additional Non-Executive Independent Director of the Company and on
17 March 2025 appointed Mrs. Sowrabhi Sandeep as Additional Non - Executive Director of the
Company.

The approval from members is sought in this Annual General Meeting for regularization of
Mr.Chandrashekar Rao Bokkasa and Mrs. Sowrabhi Sandeep as Non-Executive Independent Director
and Non-Executive Director of the Company, respectively.

Dr. I. R. Ravish, Director is liable to retire by rotation at the ensuing Annual General meeting and
being eligible, has offered himself for re-appointment.

The tenure of Mrs Malavika Hegde as CEO and Whole time director will be completing on 30
December 2025.

The tenure of Mr K R Mohan as Independent director will be completing on 30 December 2025.

The tenure of Dr Vasundhara Devi as Woman Independent Director will be completing on 30
December 2025.

Significant Development during the year and update on action taken on recovery of amount due
by Mysore Amalgamated Coffee Estates Limited (“MACEL”) to subsidiaries of the Company as
per SEBI order dated 24 January 2023

The Company, received Order from SEBI dated 24 January 2023, directing the Company to take all
the necessary steps for recovery of dues from MACEL and its related entities along with due
interest, that are outstanding to the subsidiaries of CDEL. Further, as per the order of SEBI the
Company on 3 April 2023 appointed Crest Law Partners (Independent Law firm) in consultation with
NSE to take effective steps for recovery of dues.

The SEBI had also imposed a penalty of ? 25 Crores under section 15HA and ? 1 crore under section
15HB of the SEBI Act, 1992. However, the company has appealed the said order before the Hon’ble
Securities Appellate Tribunal (SAT) seeking grant of stay on the order issued by SEBI. The SAT has
granted stay on the imposition of penalty.

Thereafter, under the guidance and supervision of CrestLaw Partners, with the prior approval of
NSE and with the consent/acceptance of all the parties to the dispute, it was decided to resolve
the dispute through Arbitral proceedings under the Arbitration and Conciliation Act, 1996 for
recovery of money from MACEL and other related entities.

Further, all the parties to the dispute approved for appointment of Hon’ble Justice Sri Ajit J.
Gunjal, Former Judge, High Court of Karnataka as the Sole Arbitrator in respect of SEBI’s Order
dated 24 January 2023.

The process of Arbitration is in progress.

Director’s Responsibility Statement:

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors hereby
confirms the following:

• In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to departures;

• The Directors had selected such accounting policies and applied them consistently with
proper explanation relating to departures 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;

• 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;

• The Directors had prepared the annual accounts on a going concern basis; and

• The Directors are responsible for establishing and maintain adequate and effective internal
financial controls with regard to it business operations and in the preparation and
presentation of the financial statements, in particular, the assertions on the internal
financial controls in accordance with broader criteria established by the Company. Towards
the above objective, the directors have laid down the internal controls based on the internal
controls framework established by the Company, which in all material respects were
operating effectively as at 31 March 2025.

• The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate. The Company has substantially
complied with material provisions of such acts and regulations as are relevant for its
operations.

Declaration by Independent Directors:

All the Independent Directors have given their declarations stating that they meet the criteria of
independence as laid down under Section 149(6) of the Act read with Regulation 16(1 )(b) of the
Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as
specified in the Act and the Listing Regulations and are independent of the management.

Committees of the Board:

The Company has five Committees of the Board i.e.:

(a.) Audit Committee

(b.) Nomination and Remuneration Committee
(c.) Stakeholder’s Relationship Committee
(d.) Corporate Social Responsibility Committee and
(e.) Risk Management Committee

The detailed information on each of these committees including its composition, functioning and
number of meetings are disclosed in the Corporate Governance report annexed with the Annual
report of the Company.

Meetings of the Board:

During the financial year 2024-25, 5(five) meetings of the Board of Directors were held and two
circular resolutions were passed. Details of these meetings and other Committee/General meetings
are given in the report on Corporate Governance Report attached with the Annual report.

Particulars of Contracts/arrangements with related parties:

All the repetitive Related Party Transactions that were entered into during the FY 2024-25 were on
an arm’s length basis and in the ordinary course of business. There were no materially significant
Related Party Transactions made by the Company during the year that required shareholders’
approval under Regulation 23 of the Listing Regulations. Prior omnibus approval from the Audit
Committee is obtained for transactions which are repetitive in nature. Further, disclosures are
made to the Committee on a quarterly basis.

Further, Particulars of contracts or arrangements with related parties referred to in sub-section (1)
of section 188 in the Form AOC-2 have been enclosed as Annexure-VII pursuant to clause (h) of
subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules 2014.

The Company has adopted a Policy for dealing with Related Party Transactions and is made
available on the Company’s official website via web link:
https://www.coffeeday.com/PDF/RPT%20POLICY. pdf

Material changes and commitment - if any, affecting the financial position of the Company from
the end of the financial year till the date of this Report:

There has been no material change and commitment, affecting the financial performance of the
Company which has occurred from the end of the financial year of the Company to which the
financial statements relate to till the date of this report.

Change in nature of business:

There has been no change in the nature of business of the Company.

Conservation of Energy, Research and Development, Technology absorption, Foreign Exchange
Earnings & Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 is provided in “Annexure-IM” to this Annual report.

AUDITORS:

a) Statutory Auditors:

The Members of the Company at the 12^th Annual General Meeting (“AGM”) held on 31 December
2020 had appointed M/s. Venkatesh & Co., Chartered Accountants (Firm Registration No. FRN
004636S), as the Statutory Auditors of the Company for a period of five (5) consecutive years to
hold office from the conclusion of the 12^th AGM until the conclusion of the 17^th AGM, to be held in
the year 2025.

b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors, on the recommendation of the Audit Committee, has proposed the appointment
of M/s. M/s G. Akshay & Associates, Practicing Company Secretaries (Firm Registration No
S2018KR612500) as the Secretarial Auditors of the Company for a term of five consecutive
financial years commencing from FY 2025-26.

The said appointment is subject to the approval of the Members of the Company at the ensuing
Annual General Meeting, in compliance with the amended provisions of Regulation 24A of the SEBI
LODR Regulations, which now require shareholders’ approval for appointment/re-appointment of
Secretarial Auditors in listed companies.

The Secretarial Audit Report for the financial year ended March 31, 2025 issued by. M/s G. Akshay
& Associates, Practicing Company Secretaries (Firm Registration No FCS No. S2018KR612500) is
annexed to this Report as “Annexure-IV” (including Secretarial Audit Reports of material
subsidiaries i.e Coffee Day Global Limited(CDGL), Coffee Day Trading Limited(CDTL) and Tanglin
Developments Limited(TDL)).

c) Cost Auditor:

In terms of the provisions of Section 148 of the Act, the appointment of the Cost Auditors does
not apply to the Company.

d) Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules,
2014, the Company has appointed M/s A B S & Co., Chartered Accountants as Internal Auditors of
the Company.

Significant and material orders passed by the Courts/Regulators:

During the year under report there were no significant and material orders passed/notices served
by Courts/Regulators except the following:

1. An application has been filed against the Company under Section 7 of the Insolvency and
Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy Rules, 2019 by
IDBI Trusteeship Services Limited before the National Company Law Tribunal (“NCLT”),
Bengaluru for alleged default of ? 228,45,74,180/-. On 8 August 2024 the NCLT Bengaluru
admitted the petition filed by IDBI under Section of Insolvency and Bankruptcy Code, 2016
for initiating Corporate Insolvency Resolution Process (CIRP). The Company appealed
against the Order in National Company Law Appellate Tribunal (“NCLAT”) Chennai and on
14 August 2024, has stayed the operation of the impugned order passed by NCLT,
Bangalore. Further, Lender approached the Hon’ble Supreme Court, and the matter was
listed on 31 January 2025 wherein the Hon’ble Supreme Court has directed the concerned

NCLAT, Chennai to dispose of the appeal pending before it on or before 21 February 2025.
In the event the appeal is not disposed of by then, the impugned order passed by the
Appellate Tribunal shall stand vacated automatically. On 27 February 2025 NCLAT has
allowed the appeal filed by the company.

The Company has entered into settlement agreement with Credit opportunities India Pte
Ltd and India Special situations Scheme-I (debenture holders of the company) to settle the
loan at ? 2,050 millions in three tranches which includes the amount realized on sale of
12.41% of the pledged and invoked shares of Coffee Day Global Limited owned by the
Company, by the lender to a third party for ? 550 millions on 9 April 2025. Debenture
holders have waived the interest till date. The Company has paid ? 250 millions on 9 April
2025 as first tranche as agreed in the settlement agreement.

2. The National Company Law Tribunal (NCLT) had dismissed the application by one of the
lenders of Coffee Day Global Limited (subsidiary) as a financial creditor for recovery of its
dues. The lender filed an application in NCLAT, appealing against the order. The lender has
assigned the loan to another lender on 31 October 2024 and initiated the process of
withdrawing the application filed in NCLAT, appealing against the order.

Extract of Annual Return:

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return for
the financial year ended 31 March 2025 (prepared in Form MGT-7) is available on the Company’s
website at: https://www.coffeeday.com/stakeholders.html

Business Responsibility & Sustainability Report:

The Regulation 34(2)(f) of the Listing Regulations, which pertains to report on Business
Responsibility & Sustainability is not applicable to current reporting period, as the Company is not
under top one thousand companies based on market capitalization as on 31 March 2024. (Under BSE
and NSE, the Company stands on 1222 and 1174 ranks respectively).

Secretarial Standards:

The Company complies with all Secretarial Standards issued by Institute of Company Secretaries of
India.

Internal Financial Control (IFC) and its Adequacy:

The Internal Financial Controls of the Company operate through well documented standard policies
and guidelines. The Company has adequate internal financial control procedures commensurate
with its size and nature of business, which helps in ensuring orderly and efficient conduct of its
business. This system provide a reasonable assurance of financial and operational information,
complying with applicable statutes, safeguarding of assets of the Company, prevention and
detection of frauds, accuracy and completeness of accounting records and ensuring compliance
with corporate policies.

Exceptions if any are reported under “Explanatory Notes of Management” for each financial
quarter.

All the significant internal audit observations and management actions thereon are reported to
Audit Committee on a quarterly basis. The Audit Committee reviews the operations and assesses
the adequacy of the actions proposed as well as monitors their implementation. The internal
auditors conduct a quarterly follow-up for implementation of all audit recommendations and the
status report is presented to the Audit Committee regularly.

The Company’s management has assessed the effectiveness of the internal control over financial
reporting for the year ended 31 March, 2025 and based on the assessment; believe that the system
is working effectively subject to statutory auditors observations.

Whistle Blower Policy/Vigil Mechanism:

As per the requirements laid down under Section 177(9) of the Act and Regulation 22 of the Listing
Regulations, the Company has established the Whistle blower Policy which encourages Directors
and employees to bring to the Company’s attention, instances of unethical behaviour, actual or
suspected incidents of fraud or violation of the Company’s Code of Conduct that could adversely
impact on Company’s operations and business. The Policy provides that the Company investigates
such incidents, when reported, in an impartial manner and takes appropriate action to ensure that
requisite standards of professional and ethical conduct are always upheld. The practice of the
Whistle blower Policy is overseen by the Audit Committee and no employee has been denied access
to the Committee.

The Contact details of Chairman of Audit committee as under:

Name: Mr. K. R. Mohan

43 New No.22, 3^rd Floor 16^th Cross,

8^th Main, Malleswaram
Bangalore Karnataka 560055
Cell No.: 9844152676
Email id:kr_mohan@hotmail.com

The Whistle Blower Policy is available on the Company’s official website and may be accessed
through web link: https://coffeeday.com/PDF/WhistleBlower.pdf

Particulars of Employees:

As stated in provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to
time, a statement showing the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules which includes the name of top 10 employees in
terms of remuneration, forms part of this annual report. Pursuant to the provisions of Section
136(1) of the Act, the Board report is being sent to the shareholders including the said statement.

Disclosure pertaining to the remuneration as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in “Annexure-V”.

Corporate Social Responsibility (CSR):

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, and on the recommendations of the CSR Committee comprising
of Mr. S.V. Ranganath as the Chairman (till 8 January 2025) and Mrs. Malavika Hegde and Mr. K.R.
Mohan as Members and I R Ravish Chairman (w.e.f 13 February 2025), the CSR policy is adopted and
approved by the Board of the Company. The said policy has been hosted on the Company’s website
and is available on the link: https://coffeeday.com/Stakeholders/Policies/CSR-Policv-CDEL.pdf it
lays down the purpose of formulation of the policy, areas of focus, composition of Committee and
CSR budget.

During the year under Report, the Company was not required to spend any amount on CSR
activities.

Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond to it, electronic copy of
the Notice of 17^th Annual General Meeting along with Annual Report of the Company are sent to all
Members whose email addresses are registered with the Company/Depository Participant(s).

Prohibition and Redressal of Sexual Harassment at Work place:

The Company has zero tolerance for sexual harassment at workplace and 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. The Policy aims to promote a healthy work environment and to
provide protection to employees at workplace and redress complaints of sexual harassment and
related matters thereto. The Company has also constituted an Internal Complaints Committee,
known as the Prevention of Sexual Harassment (POSH) Committee, to enquire into complaints of
sexual harassment and recommend appropriate action.

Following are the Internal Complaints Committee members.

1. Ms. Bhavna Halappa - Presiding Officer

2. Ms. Arundhati Mukoo - Internal member

3. Mrs. G. Vanajakshi N - External Member

The details of the sexual harassment complaints received and redressed during the year are as
follows:

The Company has complied with the provisions of The Maternity Benefit Act, 1961.

BOARD’S RESPONSE ON AUDITORS’ QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE:

A. Statutory Auditor’s Qualification

I. Following are the Disclaimers given in the Consolidated Independent Auditors Report for the
year ended 31 March 2025 and management response for the same.

1. Default in debt and breach in debt covenants, Non-Compliance with debt covenants and
No Confirmation of Balance for Borrowings

In respect of the Holding Company and some of the subsidiaries, there are instances of non¬
compliance with certain debt covenants including interest & principal repayment defaults
have been described. We also draw attention to the fact that the holding Company has not
obtained the balance confirmations on loans from lenders. We have been informed that
during the previous years certain lenders have exercised their right to recall the loan (refer
Note 23, Note 23A and Note 29 of the consolidated financial statements). In the absence of
adequate and sufficient audit evidence to establish the amounts payable to the lenders, we
are unable to provide our opinion on the correctness of these amounts reflected in the
standalone financial statement and also on their consequential impact including compliance
with accrual concept of accounting and potential tax liabilities. In the case of the Parent
Company, The Management has not recognised interest in the case of one lender to the
extent of ? 3.75 Crores on the loans outstanding as of 31 March 2025. The management has
informed that the lender has waived off the interest for the financial year ended 31 March
2025, however no documentary evidence has been provided to us. Further we have
highlighted in one subsidiary the company is currently undergoing a corporate restructuring
process with its lenders, as detailed in Note No.58 of the Consolidated Financial Statements.
This restructuring involves realigning the company’s debt and interest obligations in
accordance with the proposed plan, which remains pending for necessary approvals. The
company has not recognized the impact of exchange fluctuation difference for the External
commercial borrowings from one lender who are also a part of the proposed restructuring
plan. The conversion of the foreign currency loan into rupee loans as well as applicable
interest rate of 8.50% is subject to the necessary approval of the Reserve Bank of India. The
company has recognized an interest expense of ? 43.98 Crores based on the proposed
restructuring plan rather than the existing contracted rates. We were not provided with the
conformation of balances from the lenders. Hence, we are unable to comment on the
completeness of such interest expenses and loan balances and its impact in these
Consolidated Financial Statements until the completion of the restructuring process.
Accordingly, the level of compliance with the requirements of the Indian Accounting
Standards cannot be ascertained by us.

Management response: The Management has not recognised interest in the case of one
lender to the extent of ? 3.75 Crores on the loans outstanding as of 31 March 2025. Based on
the request made by the company the lender has waived off the interest for the financial
year ended 31 March 2025.

In case of Coffee Day Global Limited(subsidiary) company has recognised interest @8.50% as
per restructuring plan and letter receive from the lenders where they have agreed interest
payable is @8.5%.

Management is following up with lenders to get the balance confirmations. This will be taken
care of during one time settlement process.

2. Dues from related parties

Attention is drawn to Note 65 of the consolidated financial statements wherein a final
adjudication order dated 24 January 2023 has been served on the company under section 11
(11(4), 11(4A), 11B and 11B ( of the Securities and Exchange Board of India Act, 1992 read
with Rule 5 of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 by SEBI
imposed with a total monetary penalty of ? 26,00,00,000 (Rupees Twenty-Six Crore) under
Section 15HA and Section 15HB of the SEBI Act, 1992 respectively on account of violations of
provisions of Section 12A(a), (b) & (c) of the SEBI Act, 1992 read with Regulations 3(b), (c) &
(d) and 4(1) of the PFUTP Regulations as stated in Para 59 and 60 of its order relating to the
advances to MACEL by the subsidiaries of the Company. The company appealed against the
above order dated 24 January 2023 to the Hon’ble Securities Appellate Tribunal (SAT) which
granted stay on the imposition of penalty. Further, the Company has initiated arbitration
proceedings against MACEL as suggested by Crest Law in consultation with NSE. In this regard
the subsidiaries of the company have filed claim statement as part of arbitration proceedings.

No provision is made in the books of accounts against the amount receivable from MACEL. In
the absence of any conclusive evidence demonstrated by the company for recoverability of
the same, we are unable to comment on the recoverability, requirement or otherwise of
provision on those receivables and consequential impact on these financial statements.

Further, we have in respect of 3 subsidiaries and 2 step-down subsidiaries, based on our
review, have issued a disclaimer of opinion due to the possible impact of the recoverability of
dues from MACEL. Hence, we are unable to comment on the recoverability of amount due
from MACEL amounting to ? 3,372.83 Crores to the group as a whole.

Similarly in the case of one other subsidiary, the other auditor has issued a disclaimer of
opinion due to the possible impact of the recoverability of dues from MACEL.

Management response: The company appealed the above order dated 24 January 2023 to the
Hon’ble Securities Appellate Tribunal (SAT). However, the SAT granted stay on imposition of
penalty.

As per the instructions of NSE the Company appointed Independent Law Firm Crest Law on 3
April 2023 to take effective steps for recovery of dues from MACEL.

Subsidiaries of the company has initiated arbitration proceedings against MACEL. In this
regard the subsidiaries of the company has filed claim statement as part of arbitration
proceedings.

Under the above circumstances, no provision is made in the books of accounts against the
amount receivable from MACEL.

As on 31 March 2025 the amount due by MACEL to various subsidiaries and joint venture of
the company amounts ? 3,372.83 crores.

3. Material uncertainty relating to going concern

The Consolidated Financial Statements of the Group have been prepared by the Management
and Board of Directors using the going concern assumption in view of the positive net-worth
of the Group (refer Note 56 of the Consolidated Financial Statements). The matters detailed
in the above paragraphs may have a consequential implication on the Group’s ability to
continue as a going concern. We have expressed the same in the reports of two subsidiaries
and three step-down subsidiaries.

Further, the auditors of one subsidiary and two step-down subsidiaries have also expressed
material uncertainty over going concern in their reports.

Management response: The consolidated financial results for the year ended 31 March 2025
have been prepared on a going concern basis in view of the positive net worth of the Group
amounting to ? 2,946 crores as of 31 March 2025.

1. Recoverability of Capital Advances to the related parties:

We draw attention to Note No.13 of the consolidated financial statements wherein in 1
subsidiary there are doubts on the recoverability of capital advance dues aggregating to ? 275
Crores. An agreement for the purchase of land at Mumbai had been entered into which has
been acquired by City & Industrial Development Corporation (CIDCO) nodal agency for
acquiring land for Navi Mumbai International Airport. CIDCO has proposed alternative land in
lieu of the acquisition of land. However, the party has filed legal case for monetary
compensation instead of alternate land. Hence, we are unable to comment on the
recoverability of amount due.

Management response: An agreement for purchase of land at Mumbai had been entered into
by the Tanglin Developments Limited (subsidiary) with Mrs.Vasanthi Hegde in FY 2017-18.
Based on agreement to purchase the land the Tanglin Developments Limited (subsidiary) has
advanced ? 275 crores to Mrs.Vasanthi Hegde. The land in the name of Mrs.Vasanthi Hegde
has been acquired by City & Industrial Development Corporation (CIDCO) nodal agency for
acquiring land for Navi Mumbai International Airport. CIDCO has proposed alternative land in
lieu of the acquisition of land. However Mrs.Vasanthi Hegde has filed legal case for monetary
compensation instead of alternate land.

2. Recoverability of advances

We draw attention to the consolidated financial statements wherein 2 subsidiary and 1 step
down subsidiary had given advances to an extent of Rs.245 crores and a provision was made
during the FY 2019-20 due to non-recoverability of dues. Hence, we are unable to comment
on the recoverability of amount due.

Management response: After reviewing recoverability of the advance, in FY 2019-20, the
subsidiaries of the company have created provision for doubtful advance amounting to ?
245 crores. Since 100% provision already created the impact on the financials nil.

3. Financial Guarantee

The subsidiary of the company has not recognized a financial guarantee given to erstwhile
subsidiary amounting to ? 114.6 Crores, which has been invoked by the lenders. As detailed
in Note no.58 of the consolidated financial statements, due to proposed restructuring plan
with the lender regarding a settlement, we are unable to assess the impact of this matter
on the financial statements. Accordingly, the level of compliance with the requirements of
the Indian Accounting Standards cannot be ascertained by us.

Management response: As the Coffee Day Global Limited(subsidiary) is in the process of
restructuring of the debt, once the debt is restructured the respective corporate guarantee
liabilities will be given effect in the financial statements to the extent required.

II. Following are the Disclaimers given in the Standalone Independent Auditors Report for the
year ended 31^st March 2025 and management response for the same.

1. Recoverability of dues from Group Companies

We have not been provided with sufficient evidence with respect to recoverability of dues
from group companies amounting to ? 1,630 Crores (refer Note 7B of the standalone
financial statements). We are therefore unable to comment on the recoverability of the
stated balance from group companies and the impact on the standalone financial
statements.

Management response: The company is confident to collect the dues from group
companies on realization of receivables by the group companies.

2. Default in repayment of debt and interest due, Non -Compliance with debt Covenants
and No Confirmation of balances for Borrowings

Attention is drawn to Note 14 of the standalone financial statements, wherein instances of
non-compliance with certain debt covenants including interest & principal repayment
defaults have been described. We also draw attention to the fact that the Company has not
obtained the balance confirmations on loans from lenders. In the absence of adequate and
sufficient audit evidence to establish the amounts payable to the lenders, we are unable to
provide our opinion on the correctness of these amounts reflected in the standalone
financial statements and also on their consequential impact including compliance with
accrual concept of accounting and potential tax liabilities.

The Management has not recognised interest in the case of one lender to the extent of ?
3.75 Crores on the loans outstanding as of 31 March 2025. The management has informed
that the lender has waived off the interest for the financial year ended 31 March 2025,
however no documentary evidence has been provided to us.

Management response: The Management has not recognised interest in the case of one
lender to the extent of ? 3.75 Crores on the loans outstanding as of 31 March 2025. Based
on the request made by the company the lender has waived off the interest for the
financial year ended 31 March 2025.

Management is following up with lenders to get the balance confirmations. This will be
taken care of during one time settlement process.

3. Going Concern Assumption

The Statement has been prepared by the Management and Board of Directors using the
going concern assumption (Refer Note 38 of the standalone financial statements). The
matters detailed in the above paragraphs may have a consequential implication on the
Company’s ability to continue as a going concern. We are therefore unable to comment on
whether the going concern basis for preparation of the standalone financial statements is
appropriate.

Management response: These standalone financial results for the year ended 31 March
2025 have been prepared on a going concern basis in view of the positive net worth of the
Company amounting to ? 16,171.08 million as of 31 March 2025.

B. Secretarial Audit Qualification

For the financial year 2024-25, there are no qualifications, reservations or adverse remarks made by
the Practicing Company Secretary in the Secretarial Audit report of the Company.

Risk Management and Assessment:

The Company is exposed to various risks considering the diversified parameters according to the
different major business sectors of the Company that is coffee business, and resort business. The
Audit Committee oversees the area of financial risks and controls. Major risks identified by the
business and functions are systematically addressed through mitigating actions on continuing basis.
The Company has incorporated sustainability in the process, which helps the Board to align
potential exposures with the risk appetite and highlight risks associated with chosen strategies.

Details in respect of frauds reported by Auditors under Section 143(12):

There was no instance of fraud during the year under review, which required the Statutory Auditors
/ Secretarial Auditors to report to the Audit Committee and / or Board under Section 143(12) of the
Act and the rules made thereunder.

Statutory Disclosures:

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the
Companies Act, 2013. Your Directors have made necessary disclosures, as required under various
provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

General Disclosures:

a) Buy back of securities:

In accordance with Section 68 of the Act, the Company has not bought back any of
its securities during the year.

b) Sweat Equity:

The Company has not issued any Sweat Equity Shares under the provisions of
Section 54 of the Act.

c) Bonus Shares:

In terms of Section 63 of the Act, the Company had not issued Bonus Shares during
the year under review.

d) Employee Stock Option Plan:

Pursuant to the provisions of Section 62 of the Act, the Company has not provided
any Stock Option to the Employees of the Company.

Appreciation:

The Board acknowledges and places on record its’ appreciation for the contributions and hard
work of Chief Executive Officer, Chief Financial Officer, Company Secretary & Compliance officer
and other Senior employees and their team specifically in the last 5 years for continued
operations and effective interaction with all stakeholders and statutory agencies.

Acknowledgement:

The Directors would like to express their gratitude towards the Company's employees, customers,
Banks and institutions, investors and academic partners for their continuous support. They also
thank the concerned government departments and agencies for their co-operation. The Directors
appreciate and value the contribution made by every member of the ‘Coffee Day’ family.

For Coffee Day Enterprises Limited

Sd/- Sd/-

Malavika Hegde K R Mohan

CEO & Whole-time Director Independent Director

DIN: 00136524 DIN: 01718628

Place: Bangalore
Date: 29 May 2025