Directors Report of Coffee Day Enterprises Ltd.

Mar 31, 2025

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:

Particulars	Coffee Day Enterprises Limited		Coffee Day Enterprises Limited		Coffee Day Global Limited
	Standalone		Consolidated		Consolidated
	FY 25	FY 24	FY 25	FY 24	FY 25	FY 24
Net Operational Revenue	20	20	1078	1013	1,035	966
Finance charges	15	1	110	30	77	15
Depreciation	1	1	125	132	124	129
Profit/(Loss) Before Tax	(242)	(1205)	(12)	(369)	(48)	98
Income Tax	-	-	131	(62)	128	(57)
Total Profit/ (Loss) attributable to the Owners of the Company.	(242)	(1205)	(58)	(323)	(176)	155

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:[e-mail]

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:

Opening	Complaints filed	Complaints disposed	Pending
Nil	Nil	Nil	Nil

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

---

Mar 31, 2024

Your Directors have pleasure in presenting their 16^th Annual Report on business and operations along with the Audited financial statements and the Auditor’s report of the Company for the financial year ended 31^st March, 2024.

Financial Highlights:

Particulars	Coffee Day Enterprises Limited	Coffee Day Enterprises Limited	Coffee Day Global Limited	Coffee Day Global Limited
	(Consolidated)	(Consolidated)	(Consolidated)	(Consolidated)
	FY 24	FY 23	FY 24	FY 23
Net Operational Revenue	1013	924	966	869
Finance charges	30	87	15	63
Depreciation	132	161	129	157
Profit/(Loss) Before Tax	(369)	(382)	98	(63)
Income Tax	(62)	5	(57)	4
Total Profit/ (Loss) attributable to the Owners of the Company.	(323)	(380)	155	(68)

Performance Overview:

During the fiscal year ended 31^st March 2024, Net revenues increased by 9.63% to Rs.1013 Crores in FY 202324, compared with Rs. 924 Crores in FY 2022-23.

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 recommended any dividend for the financial year 2023-24. 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 2023-24.

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^st March, 2024, the Company has 18 subsidiaries (including step-down subsidiaries), 4 Associate Companies and 3 Joint Ventures. The details of the 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 VII.” 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^th 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.coffeeday.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.coffeedav.com/PDF/NOMINATION%20&%20REMUNERATION%2QPOLICY.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 period under review, there is no change in constitution of the Board since last report.

Dr. I. R. Ravish shall retire by rotation at the ensuing Annual General meeting and is eligible for re-appointment.

Significant Development during the year and update on action taken on recovery of amount due by MACEL to subsidiaries of the Company as per SEBI order dated 24^th January 2023

The Company, received Order from SEBI dated 24^th 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^rd April 2023 appointed an 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 Rs. 25 Cores under section 15HA and Rs. 1 crore under section 15HB of the SEBI Act, 1992. However, the company appealed the said order before the Hon’ble Securities Appellate Tribunal (SAT) asking for stay on the order. The SAT granted stay on 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^th January 2023.

Thereafter the Arbitral Tribunal fixed a timeline for completion of pleadings in the arbitration for the recovery of money from MACEL and other entities. CrestLaw Partners prepared the Statement of Claims and filed the same before the Arbitral Tribunal on 30^th January 2024. Thereafter the respondents filed their respective Statement of Defence before the Arbitral Tribunal on 02^nd July 2024. 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 March 31, 2024.

• 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 and (c.) Stakeholder’s Relationship Committee (d.) Corporate Social Responsibility Committee (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 2023-24, the meetings of the Board of Directors were held seven (7) times. 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 2023-24 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-VIII 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-III” to this Annual report.

AUDITORS:

a) Statutory Auditors:

Members of the Company have appointed M/s. Venkatesh & Co., Chartered Accountants, as Statutory Auditors of the company for the period of 5 years from the Conclusion of 12^th Annual General Meeting till the conclusion of 17^th Annual General Meeting which will fall in the year 2025 in their 12^th Annual General Meeting held on 31^st December 2020.

b) Secretarial Auditor:

In accordance with Section 204 of the Act and the rules made there under, the Company has appointed M/s G. Akshay & Associates, Practising Company Secretaries, Bangalore to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit report issued in this regard is attached 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. The SEBI issued the SCN dated October 16, 2023 under Section 23A(a) of the SCRA read with Rule 4 of SEBI (Procedure for holding Inquiry and Imposing Penalties) Rules, 1995 in the matter of Coffee Day Enterprises Limited for alleged violation of SEBI (LODR) Regulations in connection with alleged non-disclosure of the fraud categorization of CDGL, by Lakshmi Vilas Bank(LVB). It is alleged that the Company has violated the provisions of Regulation 30(1) read with Regulation 30(2) and Regulation 30(9) and read with Clause 6 Para A of Part A of Schedule III of SEBI LODR Regulations. However, the Fraud categorization done by the LVB is incorrect as the CDGL was never a party to the LVB Transaction. Further, the Company had applied for settlement of this matter and the same was settled by paying penalty of Rs.7,52,400/-.

2. 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, Bengaluru for alleged default of Rs.228,45,74,180/-. On 8^th 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 NCLAT Chennai and on 14th August 2024, the NCLAT pronounced “the effect and operation of the impugned order of NCLT Bangalore under section 7 of CIRP has been kept in abeyance, till the next date of listing”. The Company will do all acts required to safeguard the interest of all shareholders.

Extract of Annual Return:

An extract of the Annual return in form MGT-9 in compliance with Section 92 of the Companies Act, 2013 read with applicable rules made thereunder is annexed as “Annexure-V” and is placed on the website www.coffeeday.com

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^st 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^st March, 2024 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:[e-mail]

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-VI”.

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 and Mrs. Malavika Hegde and Mr. K.R. Mohan as Members, 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-Policy-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 is 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 16^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:

Opening	Complaints filed	Complaints disposed	Pending
Nil	Nil	Nil	Nil

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

A. Statutory Audit Qualification

I. Following are the Disclaimers/Emphasis of matter/qualifications given in the Consolidated Independent Auditors Report for the year ended 31^st March 2024 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 parent company and some of the subsidiaries, attention is drawn to Note 23, Note 23A, Note 29 and Note 56 of the Consolidated 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 consolidated financial statements and also on their consequential impact including potential tax liabilities. We have been informed that during the year certain lenders have exercised their right to recall the loan and some lenders have initiated legal action to recover dues. However, in the absence of the adequate evidence, we are unable to comment on the consequential adjustments that might impact the Consolidated Financial Statements on account of non-compliance with debt covenants.

Further, in view of the loan recall notices, legal disputes and pending one-time settlement with the lenders of the group, the parent company, one subsidiary and one step down subsidiary have not recognised interest on the loans outstanding as of March 31, 2024 aggregated to INR 115.7 Crores. As the loan recall letters provided by the lenders requires payment of interest, penal interest, non-provision of such interest is not in line with the accrual concept of accounting.

Further, we have issued a disclaimer of opinion due to non-provision of interest in the parent company, 1 subsidiary and 1 step down subsidiary.

Further we are unable to draw an opinion due to matters stated in Note 61 of the Consolidated Financial Statements which refers to non-availability of appropriate evidence, confirmation of balances and statement of accounts with regard to borrowings from certain lenders in 1 subsidiary and 1 stepdown subsidiary.

Management response: The Group has borrowings amounting to Rs.1,289 crores as at 31 March 2024. There have been certain covenant breaches with respect to certain borrowings taken by the group from various lenders. Such breaches entitle the lenders to recall the loan. There have been certain defaults in repayments of principal and interest of the loans and certain lenders have exercised their rights including recall the loans. In view of the loan recall notices, legal disputes and pending onetime settlement with the lenders of the Group, the Group has not recognized interest.

2. Dues from related parties

Attention is drawn to Note 68 of the Consolidated Financial Statements wherein a final adjudication order dated 24.01.2023 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 Rs.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 and in respect of which no provision for the liability has been considered in the accounts.

The order further directed the company to appoint a law firm, of standing and repute, within 60 days of the order to take all necessary steps for recovery of entire dues from MACEL and its related entities, along with due interest, that are outstanding to the subsidiaries. SEBI further directed the company to file a quarterly report with NSE / CDEL Board, detailing the progress in the recovery process.

The company appealed against the above order dated 24th January 2023 to the Hon’ble Securities Appellate Tribunal (SAT) which granted stay only on the imposition of penalty.

As per the order of SEBI, the Company has appointed an independent law firm Crest Law on 3rd April 2023 to take effective steps for recovery of dues from MACEL.

Further, we have issued a disclaimer of opinion due to the possible impact of the recoverability of dues from MACEL in 3 subsidiaries, 1 step-down subsidiary based on above.

Further, the auditor of 1 subsidiary has issued a disclaimer of opinion due to the possible impact of the recoverability of dues based on their review.

Hence we are unable to comment on the recoverability of amount due from MACEL amounting to Rs.3,372.83 Crores to the group as a whole.

Management response: The company appealed the above order dated 24^th 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^rd April 2023 to take effective steps for recovery of dues from MACEL. 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. Under the above circumstances, no provision is made in the books of accounts against the amount receivable from MACEL. As on 31.03.2024 the amount due by MACEL to various subsidiaries and joint venture of the company amounts Rs.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. The matters detailed in the above paragraphs may have a consequential implication on the Group’s ability to continue as a going concern (refer to Note 57 of the Consolidated financial Statements). Further, the material uncertainty over using the Going Concern assumption has also been established by several other component auditors of the Group, as well. However, the Group is confident of meeting its obligations in the normal course of business and accordingly the accounts of the Group have been prepared on a Going Concern Basis.

Further, We have expressed that there is a material uncertainty on going concern in 2 subsidiary, 3 step down subsidiaries and the auditors of 1 Subsidiary and 2 Step down subsidiaries have also expressed the same in their reports.

Management response: These consolidated financial statements for the quarter and year ended 31 March 2024 have been prepared on a going concern basis in view of the positive net worth of the Group amounting to Rs. 3,130 crores as of 31 March 2024.

Emphasis of Matter:

4. Change in shareholding pattern

It is observed that there has been a change in the percentage of shares held by the Parent Company in two of its subsidiaries as of March 31, 2024 vis-a-vis March 31, 2019, due to the invocation of shares by the lenders of the subsidiaries. However, while considering the amount invested in the subsidiaries, the Management of the Company has considered the erstwhile shareholding pattern prior to dilution as the Management believes that the change in shareholding is temporary in nature and the shares pledged will be redeemed back by the Company (refer to Note 59 of the Consolidated Financial Statements).

However, these shares have been transferred to such lenders before March 31, 2024. We have been informed that the lenders have not sold any of the shares invoked and consequently have not made any adjustments to the loan outstanding. Accordingly, the Management believes that it is not possible to attribute any sale value to the invoked shares. Consequently, the impact of the said transfer on the book value of invoked shares on the statements cannot be ascertained. Further, the impact of the aforesaid on this Statement, including but not limited to the profit attributable to the non-controlling interest in the Company, cannot be ascertained. Accordingly, the level of compliance to the requirements of the Indian Accounting Standards cannot be ascertained by us.

Management response: Change in the percentage of shares held by the Company in its two subsidiaries viz M/s TDL & M/s CDGL as of March 31, 2024 vis-a-vis March 31, 2019 due to invocation of shares pledged to the lenders of the subsidiaries. However, while considering the amount invested in the subsidiaries, Company has considered the erstwhile shareholding pattern prior to dilution as the Management believes that the change in shareholding is temporary in nature and the shares pledged will be released back to the Company. However, these shares have been transferred to such lenders before March 31, 2024. The lenders have not made any adjustments to the loan outstanding as the lenders have not realised any amount on invocation of these shares. Since the shares do not have any marketability it is not possible to attribute any value to the invoked shares.

In addition to the above the Supreme Court (SC) order, dated May 12, 2022 in a case between PTC India Financial Services and Venkateswarlu Kari has been cited that lenders or pledgees are not owners of shares and cannot exercise voting rights once the pledged shares are invoked and SC has observed that the invocation of pledge shares, lenders only become beneficial owners in depository records only to facilitate the sale of shares. The lender does not become the owner and cannot sell shares to itself as it is prohibited in law.

5. Outstanding income tax demand in relation to subsidiary

We draw attention in One subsidiary wherein (refer to Note 44 F of the Statement) the outstanding

income tax dues of INR 119.51 crores relating to for AY 2019-20 and AY 2020-21.

Management response: Impact already considered in Financial statements, the auditors have emphasized a factual matter

6. Emphasis of matter - Cases filed against certain subsidiaries in NCLT

We draw attention to the details of cases filed against the 1 Subsidiary before NCLT (refer Note 45 of the

Statement) which was subsequently dismissed.

Management response: 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 in the previous quarter. The lender filed an application in NCLAT, appealing against the order.

7. Sale of immovable property and accordingly the profit on sale

We draw attention to Sale of immovable property and accordingly the profit on sale of such asset has

been recognised under other income (refer Note 63 and 64 of the Financial Statement) in 2 subsidiaries.

Management response: Impact already considered in Financial statements, the auditors have emphasized a factual matter

8. Sale of immovable property and recovery by lenders

We draw attention to Note 5(iv) of the Consolidated Financial Statements wherein it is mentioned that the

company on 15 Sep 2023, has sold its Mangalore property which was pledged to Rare Asset Reconstruction Limited (i.e the lender of Coffee Day Enterprises Limited) and proceeds were used to repay Rare Asset Reconstruction Limited dues to the extent of Rs.734 Lakhs.

Management response: The auditor has emphasized a factual matter for which the impact has been addressed in financials

9. Obsolete or unusable assets pertaining to closed cafes

We have emphasized on the obsolete or unusable assets pertaining to closed cafes and fully depreciated

such assets to the tune of Rs.2.23 Crores in 1 subsidiary (refer Note 4(iv) of Consolidated Financial Statements).

Management response: The auditor has emphasized a factual matter for which the impact has been addressed in financials.

10. Impairment of goodwill

The Company has impaired the goodwill relating to investment in two subsidiaries(Refer Note 6 of the Consolidated Financial Statements) viz Coffee Day Global Limited and Coffee Day Hotels and Resorts Private Limited of Rs.319.16 crores and Rs.40.21 crores respectively during the year.

Management response: The auditor has emphasized a factual matter for which the impact has been addressed in financials.

11. Emphasis of matter -Recoverability of Capital Advances to the related parties:

We have further emphasized in one subsidiary, there are doubts on the recoverability of dues from capital advances to one related party aggregating to INR 275 Crore (refer to Note 13 of the Consolidated Financial Statements).

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 Rs. 27,500 Lakhs 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.

12. Global Village sale-Second tranche sale and its relevant expenses

We draw attention to Note 8B of the Consolidated Financial Statements, wherein in one of the subsidiaries that it has received its second tranche sale proceeds of Rs.349 crores post deductions of certain expenses incurred by GV Tech Parks Private Limited on behalf of Tanglin Developments Limited(subsidiary) and for non satisfaction of certain CP''s as agreed in the investment agreement and an amount of Rs. 45.22 crores is shown as expense under exceptional items

Management response: The auditor has emphasized a factual matter for which the impact has been addressed in financials.

13. Discharge of corporate guarantee liability

We draw attention to Note 66, wherein in one of the subsidiaries that it has paid Rs.93 crores for its corporate guarantee liability as full and final settlement as agreed in the settlement agreement entered with the lenders of Coffee Day Global Limited and Sical Logistics Limited. Of the above Rs 93 crores, an amount of Rs 50 crores was paid for Sical Logistics Limited and Rs 43 crores was paid for Coffee Day Global Limited, towards corporate guarantee obligation. Sical Logistics Limited’s resolution process is completed and no amount is recoverable and same is shown as expense under exceptional items. In the case of corporate guarantee given to one subsidiary Rs.43 crores is a receivable item.

Management response: The auditor has emphasized a factual matter for which the impact has been addressed in financials.

14. Sale of shares by lender and loss on sale

We draw attention to Note 65, which relates to sale of shares detailing facts relating to the sale of shares held by the company in Coffee Day Global Limited given as security to RBL Bank limited for loan availed by M/s.Sical Logistics limited, an erstwhile subsidiary of the company. During the year, RBL bank limited has sold the above security given by the company and adjusted the proceeds against the dues of M/s Sical Logistics Limited and company has recognized a loss of Rs.24.00 crores from the above sale transaction as an exceptional item.

Management response: The auditor has emphasized a factual matter for which the impact has been addressed in financials.

15. Emphasis of matter - profit of on sale of the building & transfer of lease hold rights of the land

We draw attention to Note 47 of the Consolidated Financial Statements, wherein one of the subsidiaries has sold its corporate building for a sum of Rs.149.76 crores vide registered sale deed in November 2023. The share of profit of on sale of the building & transfer of lease hold rights of the land for the company amounted to Rs.55.80 crores during the year. A sum of Rs.16.89 crores is yet to be received out of the total consideration stated in the registered sale deed and the same is disclosed under Other Current financial assets. Further no confirmation of balance has been received from this party. It is stated that the parties are renegotiating the commercials, according to which the leasehold rights of the Annexe building will be transferred to a third party and the consideration agreed in the registered transfer deed will stand reduced by Rs 11.29 crores for the reasons detailed in the proposed rectification deed. Consequently, in the event of the rectification going through the gain recognized will be lower to the extent of Rs. 11.29 crores and the lease hold rights of the Annexe building will be restored to the company.

Management response: The auditor has emphasized a factual matter for which the impact has been addressed in financials.

16. Reclassification of assets held for sale

We have drawn attention is drawn to Note 47 of the Consolidated Financial Statements, wherein one subsidiary company has reclassified a sum of Rs.20.21 crores which was considered as Asset Held for Sale to Property plan and equipment on account of de-recognition in compliance with IND AS. Management response: The auditor has emphasized a factual matter for which the impact has been addressed in financials.

17. Outstanding income tax demand in one subsidiary

We draw attention to Note 63 of the Consolidated Financial Statements wherein The Auditor of a firm in which one subsidiary is a major partner, has drawn attention to the point on non- payment of income tax as per books to the extent of Rs.4.30 crores (excluding interest and penalty)

Management response: The auditor has emphasized a factual matter for which the impact has been addressed in financials.

18. Sale of resort business to wholly owned subsidiary

We draw attention to Note 62 of the Consolidated Financial Statements , wherein the Board of Directors of CDEL provided an approval to enter into non binding MOU Dated 26 April 2023, with AC & C Resorts LLP incorporated on 13 April 2023(99.99% subsidiary if CDHRPL) to sell the resorts business, held by CDHRPL(Chikmagalaru resort) and Karnataka Wildlife Resorts Private Limited (Bandipur resorts) to its subsidiary AC&C. Subsequently, on 27 April 2023, Coffee Day Hotels & Resorts Private Limited and Karnataka Wildlife Resorts Private Limited have entered into non binding MOU to sell its resorts business to AC&C, subject to final due diligence. Company has gave approval to sell Chikmagaluru resort to AC&C vide its Board meeting dated 30.05.2023. CDHRPL has transferred their resorts business along with all the assets and liabilities vide BTA dated 1 July 2023 executed between CDHRPL and AC&C for a consideration of Rs.35.91 crores. In AC & C, Chaitra Civil Ventures LLP (CCV) has invested Rupees 36 crores, for Profit Sharing Ratio of 37.57% AC&C. Post the investment Profit Sharing Ratio of CDHRPL will be 62.43%.

Management response: The auditor has emphasized a factual matter for which the impact has been addressed in financials

II. Following are the Disclaimers/Emphasis of matter/qualifications given in the Standalone Independent Auditors Report for the year ended 31^st March 2024 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 INR 1,619 Crores (refer Note 7B of the standalone financial statement). We are therefore unable to comment on the recoverability of the stated balance from group companies and the impact on the standalone financial statement.

Management response: The subsidiaries of CDEL are in the process of disinvestment of their assets. The company is confident that the subsidiaries will repay these advances in due course.

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 statement, wherein instances of noncompliance 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 statement and also on their consequential impact including potential tax liabilities. We have been informed that during the year certain lenders have exercised their right to recall the loan and some lenders have initiated legal action to recover dues. However, in the absence of the adequate evidence, we are unable to comment on the consequential adjustments that might impact this Statement on account of non-compliance with debt covenants.

Further, in view of the loan recall notices, legal disputes and pending one-time settlement with the lenders of the Company, the Management has not recognised interest on the loans outstanding as of March 31, 2024 aggregated to INR 54.32 Crores as detailed in Note 14 of the statement. As the loan recall letters provided by the lenders requires payment of interest and penal interest, non-provision of such interest is not in line with the accrual concept of accounting.

Management response: Due to default in repayment of interest and principal to the lenders, the lenders have sent “loan recall” notices to the Company as well as initiated legal disputes. In view of the loan recall notices, legal disputes and pending onetime settlement with the lenders, company has not recognized interest of Rs.54.32 crores during the financial year.

Management is following up with lenders to get the balance confirmations. This will be taken care of during one time settlement process. There have been certain covenant breaches with respect to borrowings taken by the Company from various lenders. Such covenant breaches entitle the lenders to recall the loan. Some of the lenders have exercised their right to recall the loan and one of the lenders has filed an application with NCLT, Bangalore for recovery of its dues, on 7 September 2023.

3. Going Concern Assumption

The Standalone Financial Statements has been prepared by the Management and Board of Directors using the going concern assumption (Refer Note 38 of the standalone financial statement). 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 statement is appropriate.

Management response: These standalone financial statements for the year ended 31 March 2024 have been prepared on a going concern basis in view of the positive net worth of the Company amounting to Rs.18,594 million as of 31 March 2024.

Emphasis of matter:

4. SEBI Order dated 24.01.2023

Attention is drawn to Note 40 of this statement wherein a final adjudication order dated 24.01.2024 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 Rs.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 and in respect of which no provision for the liability has been considered in the accounts.

The order further directed the company to appoint a law firm, of standing and repute, within 60 days of the order to take all necessary steps for recovery of entire dues from MACEL and its related entities, along with due interest, that are outstanding to the subsidiaries. SEBI further directed the company to file a quarterly report with NSE / CDEL Board, detailing the progress in the recovery process.

The tenure of the law firm appointed in terms of sub-para (b) above shall be until the lapse of three months from the date of conclusion of three annual general meetings of CDEL, held after passing of this order or till the dues are recovered, whichever is earlier.

The company appealed against the above order dated 24^th January 2023 to the Hon’ble Securities Appellate Tribunal (SAT) which granted stay only on the imposition of penalty.

Management response: The auditors has emphasized a factual matter which does not require any accounting adjustments.

5. Impairment of investments

We draw attention to Note 6 of the Standalone Financial Statements wherein the Management of the Company has determined the fair value of its investments in subsidiaries, and has recognized impairment on two of its subsidiaries to the extent of 1,182 crores.

Management response: The auditors have emphasized a factual matter for which the impact has been addressed in the standalone Financial statements.

6. Change in shareholding in subsidiaries

It is observed that there has been a change in the percentage of shares held by the Company in two of its subsidiaries as of March 31, 2024 vis-a-vis March 31, 2019, due to the invocation of shares by the lenders of the subsidiaries. However, while considering the amount invested in the subsidiaries, the Management of the Company has considered the erstwhile shareholding pattern prior to dilution as the Management believes that the change in shareholding is temporary in nature and the shares pledged will be redeemed back by the Company (refer to Note 6 of the standalone financial statements).

However, these shares have been transferred to such lenders before March 31, 2024. We have been informed that the lenders have not sold any of the shares invoked and consequently have not made any adjustments to the loan outstanding. Accordingly, the Management believes that it is not possible to attribute any sale value to the invoked shares. Consequently, the impact of the said transfer on the book value of invoked shares on the standalone financial statements cannot be ascertained.

Management response: Change in the percentage of shares held by the Company in its two subsidiaries viz M/s TDL & M/s CDGL as of March 31, 2024 vis-a-vis March 31, 2019 due to invocation of shares pledged to the lenders of the subsidiaries. However, while considering the amount invested in the subsidiaries, Company has considered the erstwhile shareholding pattern prior to

dilution as the Management believes that the change in shareholding is temporary in nature and the shares pledged will be released back to the Company. However, these shares have been transferred to such lenders before March 31, 2024. The lenders have not made any adjustments to the loan outstanding as the lenders have not realised any amount on invocation of these shares. Since the shares are not listed it is not possible to attribute any value to the invoked shares.

In addition to the above the Supreme Court (SC) order, dated May 12, 2022 in a case between PTC India Financial Services and Venkateswarlu Kari has been cited that lenders or pledgees are not owners of shares and cannot exercise voting rights once the pledged shares are invoked and SC has observed that the invocation of pledge shares, lenders only become beneficial owners in depository records only to facilitate the sale of shares. The lender does not become the owner and cannot sell shares to itself as it is prohibited in law. Management believes that the change in shareholding is temporary in nature and the shares pledged will be released back to the Company. Since there is no marketability for the shares invoked management is unable to estimate the impact.

7. Loss on sale of shares by lender invoking the pledge

We draw attention to Note 28 of the Standalone Financial Statements, detailing facts relating to the sale of shares held by the company in Coffee Day Global Limited given as security to RBL Bank limited for loan availed by M/s.Sical Logistics limited, an erstwhile subsidiary of the company. During the year, RBL bank limited has sold the above security given by the company and adjusted the proceeds against the dues of M/s Sical Logistics Limited and company has recognized a loss of Rs.24.00 crores from the above sale transaction as an exceptional item in the statement of profit and loss.

Management response: The auditors has emphasized a factual matter which does not require any accounting adjustments.

8. Amount receivable from sale of Way2Wealth

We draw attention to Note 10 of the standalone financial statement, detailing facts relating to the sale of Way2Wealth Securities Private Limited and its certain subsidiaries. Based on the sale agreement, Rs. 4.63 Crore is receivable by the company in form of preceding year’s tax refunds and SEBI deposits from the purchaser (Shriram Ownership Trust) in form of reimbursement, subject to realisation. Further a sum of Rs. 0.77 Crore has been withheld by the purchaser per the agreement.

Management response: The auditors has emphasized a factual matter. The above are as per agreement with the party.

B. Secretarial Audit Qualification

As per the Regulation 29 of SEBI (LODR), the listed entity shall give prior intimation of at least 5 days in advance to stock exchange about the meeting of the board of directors in which financial results viz. quarterly, half yearly, or annual, as the case may be; is due to be considered.

However, the Company has given prior intimation on 10.08.2023 for the board meeting held on 14.08.2023, which is less than 5 days.

Management response: Due to unavoidable circumstances the Company could not give prior intimation. The Company has taken the note of the same.

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 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/-

S.V. Ranganath Malavika Hegde

Interim-Chairman & Independent Director CEO & Whole-time Director

DIN:00323799 DIN:00136524

Place: Bangalore Date:14^th August 2024

---

Mar 31, 2023

Your Directors have pleasure in presenting thdifAftnual Report on business and operations along with the Audited financial statements and the Auditor’s report of the Company for the financial year ended 31^st March,

2023 .

Financial Highlights:

(Amount in Rs. Crores)
Particulars	Coffee Day Enterprises Limited	Coffee Day Enterprises Limited	Coffee Day Global Limited	Coffee Day Global Limited
	(Consolidated)	(Consolidated)	(Consolidated)	(Consolidated)
	FY 23	FY 22	FY 23	FY 22
Net Operational Revenue	924	582	869	496
Finance charge s	87	53	63	34
Depreciation	m	48	57	43
Profi/(Loss) Before T ax	(382)	(128)	(63)	(111)
Income T ax	5	3	4.38	-
Total Profit/ (Los attributable to th Owners of the Company.	(380)	(121)	(67.77)	(113)

Note Pending Resolution of ontime settlement with lenders the Company and it’s subsidiaries have not recognised interest on borrowings to the extent of Rs 168/ Crores ( previous year Rs 185 /Crores).

Performance Overview

During the fiscal year ended 3st March 2023, Net revenues increased^ to Rs.924 Crores in FY 2022-23 compared with Rs.582 Crores reported in FY 20222

The Consolidated net Loss for the year under review attributable to shareholders of the company stood at Rs.380 Crores compared with Loss of Rls. Crores in the previous financial year. The loss during IFYi£2mainly due to write-off of balances due from Sical Logistics Limitthb Company and its’ subsidiaries of Rs.392 crores as per the order dated 8th December 2022 of NCLT, Chennai.

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 recommended any dividend for the financial year 2022-23.

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 202 2-23.

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 3ht March, 203, the Company has7 subsidiaries (including step-down subsidiaries), 4 Associate Companies and 3 Joint Ventures. The details of the Companies which are yet to commence operations and which have been liquidated or sold during the yeae mentioned in “Form AOC-1”, which is attached as an “Annexure VII.” 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 B6(]) 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) Regulions, 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 linhttps//coffeeday.com/Stakeholders/Policies/Material Subsidiar v.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 repAtHriexure-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 staPAdriexure-II.”

Dividend Distribution Policy:

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 20B, the Board of the Company has adopted Dividend Distribution policy in their meeting held on Bth May, 207, 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 compa.n”y

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

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 March 31 2023.

• 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 49(6) of the Act read with Regulation 16()(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 four main Committees of the Board i.e.:

(a.) Audit Committee,

(b.) Nomination and Remuneration Committee and,

(c.) Stakeholder’s Relationship Committee.

(d.) Corporate Social Responsibility.

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 229-23, the meetings of the Board of Directors were held six (6) times. 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 FYwg0@2-OB 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-seskihii®n( ) of B8 in the ForiAOC-2 have been enclosed asAnnexure-VIII pursuant to clause (h) of subsection (3) of Section B4 of Companies Act, 20B read with Rule 8(2) of the Companies (Accounts) Rules 204.

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%2CPOLICY 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, 204 is provided in “Annexure-III” to this Annual report.

AUDITORS:

a) Statutory Auditors:

Members of the Company have appointM/s. Venkatesh & Co., Chartered Accountants, as Statutory Auditors of the company for the period of 5 years from the Conclusion ''bAnnual General Meeting till the conclusion of 17 ^th Annual General Meeting which will fall in the year 2025 in thenABnual General Meeting held on 31^st December 2020.

b) Secretarial Auditor:

In accordance with Section 204 of the Act and the rules made there under, the Company has appointed M/s G. Akshay & Associates, Practising Company SecretarBangalore to undertake the Secretarial Audit of the Company for the financial year ended 3kt March, 2023. The Secretarial Audit report issued in this regard is attached as“Annexure-IV” (including Secretarial Audit Reports of Coffee Day Global Limited, Coffee Day Trading Limited and Tanglin Developments Limited).

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, 204, 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 Non-disclosure of certain pledge and un-pledge of shares of Mindtree Ltd under SAST regulations. The Company has opted for adjudication process and filed its objection for the notice. After giving an opportunity to the companies to be heard, the adjudicating officer vide the order dat edu2e 2022, imposed the penalty of Rs. One Lakh each to the Company and Coffee Day Trading Limited under section BA(b) of SEBI Act, for the failure on their part to comply with the provisions of Regulation 29 (2) r/w Regulation 29(3) & 29(4) of SEBI (SAST) Regulations, 204

2 the SEBI vide its adjudication order dated January 24, 2023, inter-alia, directed the Company to take necessary steps to recover dues from Mysore Amalgamated Coffee Estates Limited and its related entities, along with due interest, that are outstanding to the subsidiaries of the Company. Further, SEBI has directed the Company to appoint an Independent Law firm in consultation with NSE within 60 days of this order, to take effective steps for recovery of dues and imposed a penalty of Rs. 25 Crores under section BHA and Rs. 1 crore under section BHB of the SEBI Act, D92 Further the Company has appealed the order of SEBI to appellate Authority, then the stay has been granted on the imposition of penalty of Rs. 26 crores.

Extract of Annual Return:

An extract of the Annual return in form MGT -9 in compliance with Section 92 of the Companies Act, 20B read with applicable rules made thereunder is annexed “Annexure-V” and is placed on the website www.coffeeday.com

Business Responsibility & Sustainability Report:

The Regulation 34(2)(f) of the Listing Regulations, which pertains to repoBusiness Responsibility & Sustainability is not applicable to current reporting per iad the Company is not under top one thousand companies based on market capitalization as on^s 3Marcl2C23. (Under BSE and NSE, the Company stands on 1093 and 1158 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 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 reportingrfo the year ended 3kt March, 2C23 and based on the assessment; believe that the system is working effectively. The Statutory Auditors have issued a report on the adequacy and effectiveness of the internal control systems over financial reporting.

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: MrK. R. Mohan

43 New No.22, kt Floor 6th Cross,

8th Main, Malleswaram Bangalore Karnataka 56C055 Cell No.: 984452676 Email [e-mail]

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(E) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, 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 B6() 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 B7(E) of the Act read with Rule 5() of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204 is provided in “Annexure-VI”.

Corporate Social Responsibility (CSR):

Pursuant to the provisions of Section B5 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 204, and on the recommendations of the CSR Committee comprising of Mr. S.V. Ranganath as the Chairman and Mrs. Malavika Hegde and Mr. K.R. Mohan as Members, the CSR policy is adopted and approved by the Board of the Company. The said polity? been hosted on the Company’s website and is available on the link:https//coffeedav.com/Stakeholders/Policies/CSR-Policy-CDE 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 is 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 5th 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, 20B 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

During the financial year 2022-23, the Company has not received any complaints on sexual harassment.

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

A. Audit Qualification

I. Following are the Disclaimers/Emphasis of matter/qualifications given in the Consolidated Independent Auditors Report for the quarter/year ended 31^st March 2023 and management response for the same.

1 Disclaimer of opinion has been expressed in the reports of the Parent Company with regard to the preparation of financial statements. It is observed that there has been a change in the percentage of shares held by the Company in two of its subsidiaries as of March 3} 2023 vis-avis March 3} 20B, due to the invocation of shares by the lenders of the subsidiaries. However, while considering the amount invested in the subsidiaries, the Management of the Company has considered the erstwhile shareholding pattern prior to dilution as the Management believes that the change in shareholding is temporary in nature and the shares pledged will be redeemed back by the Company (refer to Note 61 of the consolidated financial statements). However, these shares have been transferred to such lenders before March 3 , 2023. We have been informed that the lenders have not sold any of the shares invoked and consequently have not made any adjustments to the loan outstanding. Accordingly, the Management believes that it is not possible to attribute any sale value to the invoked shares.

Consequently, the impact of the said transfer on the book value of invoked shares in the Consolidated financial statements cannot be ascertained.

Further, the impact of the aforesaid on the consolidated financial statement, including but not limited to the profit attributable to the non-controlling interest in the Company, cannot be ascertained. Accordingly, the level of compliance to the requirements of the Indian Accounting Standards cannot be ascertained by us.

Reply: Management believes that the change in shareholding is temporary in nature and the shares pledged will be released back to the Company. Since there is no marketability for the shares invoked management is unable to estimate the impact.

2 In respect of parent company and some of the subsidiaries, attention is drawn to Note 23, Note 23A, Note 29 and Note 57 of the Consolidated 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 consolidated financial statement and also on their consequential impact including potential tax liabilities. We have been informed that during the year certain lenders have exercised their right to recall the loan and some lenders have initiated legal action to recover dues. However, in the absence of the adequate evidence, we are unable to comment on the consequential adjustments that might impact this Statement on account of non-compliance with debt covenants.

Further, in view of the loan recall notices, legal disputes and pending one-time settlement with the lenders of the group, the parent company, three subsidiaries and one step down subsidiary has not recognised interest on the loans outstanding as of March 3,2023 aggregated to INR 185.51 Crores. As the loan recall letters provided by the lenders requires payment of interest, penal interest, non-provision of such interest is not in line with the accrual concept of accounting.

Further, We have issued a disclaimer of opinion due to non-provision of interest in the parent company,

2 subsidiary and 1 step down subsidiary and the auditor of 1 subsidiary has emphasised the same, reliance is placed on the books of accounts provided by the Management.

Further We draw Attention to Note 65 of the statement wherein we have issued a disclaimer of opinion due to non-availability of appropriate evidence, confirmation of balances and statement of accounts with regard to borrowings from certain lenders in 2 subsidiary and 1 stepdown subsidiary.

Reply: The Group has borrowings amounting to Rs. FI crores as at 31 March 2023. There have been certain covenant breaches with respect to certain borrowings taken by the group from various lenders. Such breaches entitle the lenders to recall the loan. On the date of this statement, there have been certain defaults in repayments of principal and interest of the loans and certain lenders have exercised their rights including recall the loans. In view of the loan recall notices, legal disputes and pending onetime settlement with the lenders of the Group, the Group has not recognized interest.

3. Attention is drawn to Note 70 of this statement wherein a final adjudication order dated 24.012023 has been served on the company under section 1(1(4), J(4A), IB and IB ( 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 Rs.26,0Q000D (Rupees Twenty-Six Crore) under Section EHA and Section EHB 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 and in respect of which no provision for the liability has been considered in the accounts.

The order further directed the company to appoint a law firm, of standing and repute, within 60 days of the order to take all necessary steps for recovery of entire dues from MACEL and its related entities, along with due interest, that are outstanding to the subsidiaries. SEBI further directed the company to file a quarterly report with NSE / CDEL Board, detailing the progress in the recovery process.

The tenure of the law firm appointed in terms of sub-para (b) above shall be until the lapse of three months from the date of conclusion of three annual general meetings of CDEL, held after passing of this order or till the dues are recovered, whichever is earlier.

The company appealed against the above order dated 24th January 2023 to the Hon’ble Securities Appellate Tribunal (SAT) which granted stay only on the imposition of penalty.

Further, we have issued a disclaimer of opinion due to the possible impact of the recoverability of dues from MACEL in 1 subsidiary, which in turn has 3 step-down subsidiaries and 2 joint ventures, and in 2 subsidiaries and 2 step-down subsidiaries, based on above.

Further, the auditor of 1 subsidiary has issued a disclaimer of opinion due to the possible impact of the recoverability of dues based on their review.

Reply: the Company appealed the aboveorder dated 24th 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 3rd April 2023 to take effective steps for recovery of dues from MACEL.

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

As on 3 103.2023 the amount due by MACEL to various subsidiaries and joint venture of the company amounts Rs.3,49.84 crores.

4. The Group has Goodwill of INR 361 Crore arising on consolidation (Refer Note 6 of the consolidated financial statement) In view of the developments during the period, including the investigation report submitted to the company. The last drawn valuation report provided to us by the Company was dated March 3j 209, the Group is required to assess the said asset for impairment as required by Ind AS 36, ‘Impairment of Assets’. However, the same is pending as of March 31, 2023. In the absence of a valuation report, we are unable to comment on whether any provisions on account of impairment is required and the consequential impact of the same on this statement.

Reply: The assessment of impairment, if any, remains to be done.

5. We have issued a disclaimer of opinion in 2 subsidiaries and 1 step down subsidiary due to doubts on the recoverability of dues from three parties aggregating to INR 245 Crore (refer to Note B of the Statement).

Reply: After reviewing recoverability of the advance, in FY 20B-20, the subsidiaries of the company have created provision Supplier advance and doubtful debts amount to Rs.245 crores. However the efforts for the recovery will continue.

6. We being the auditors of 1 subsidiary company have also highlighted non-compliance to the Indian Accounting Standards governing Investment Property, on the grounds that the subject properties have not been valued in with the methodology prescribed under the applicable Accounting Standard, but as per the value prescribed by the Government of Karnataka (refer to Note 5(c) of the Statement).

Reply: There is no impact on the financials however the company could not disclose certain details as required under IND AS.

7. We have issued a disclaimer of opinion due to doubts on the recoverability of dues from advanced as capital advances to one related party aggregating to INR 275 Crore (refer to Note B of the Statement).

Reply: An agreement for purchase of land at Mumbai had been entered into by the Tanglin Developments Limited (subsidiary) with Mrs.Vasanthi Hegde in FY 207-B. Based on agreement to purchase the land the Tanglin Developments Limited (subsidiary) has advanced Rs.27,500 Lakhs 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.

8. The Consolidated Financial Statements of the Group have been prepared by the Management and Board of Directors using the going concern assumption. The matters detailed in the above paragraphs may have a consequntial implication on the Group’s ability to continue as a going concern (refer to

Note 59 of the Consolidated financial Statements). Further, the material uncertainty over using the Going Concern assumption has also been established by several other component auditors of the Group, as well. However, the Group is confident of meeting its obligations in the normal course of business and accordingly the accounts of the Group have been prepared on a Going Concern Basis.

Further, We have expressed that there is a material uncertainty on going concern in 2 subsidiary, 3 step down subsidiaries and the auditors of the 1 Subsidiary and 2 Step down subsidiaries have also expressed the same in their reports.

Reply: These consolidated financial results for the quarter and year ended 31 March 2023 have been prepared on a going concern basis in view of the positive net worth of the Group amounting to Rs 3,376 crores as of 31 March 2023, significant value in underlying businesses managed by subsidiaries / joint ventures / associates, established track record of the Group to monetize its assets as demonstrated by stake sale in Mindtree Limited , sale of Global Village Tech Park owned by its wholly-owned subsidiary Tanglin Developments Limited, sale of Way2Wealth Group entities, operational efficiencies and consequential ability to service its obligations.

Emphasis of Matter

9. We draw attention to the Note 60 of the Statement, wherein the Company has stated that Corporate Insolvency Resolution Process has been initiated in NCLT against one of its key step-subsidiary, M/s. SICAL Logistics Limited (SLL), pursuant to which a final resolution plan has been received vide order dated 08.12.2022. As per the said order read with the approved Resolution Plan, “Nil” payment is

payable against the amounts due to related parties of SICAL. the group has written off the amount due from SLL & its group entities of Rs.39 168 crores. As per the NCLT order the equity shares held by the Promoter and Promoter group is extinguished and cancelled. Accordingly the investment in SLL, which is valued based FVTOCI at Rs 7.45 crores, held by 2 step-down subsidiaries as promoters, is fully written off.

Reply: Impact already considered in Financial statements, the auditors have emphasized a factual matter.

0). The Parent Company along with 1 of its subsidiary has entered into an Agreement to sell Way2Wealth Securities Private Limited and its certain subsidiaries to Shriram Ownership Trust (‘the purchaser’)

(refer Note 47(ii) of the Statement). Based on the agreement, INR E.D Crore is receivable by the company in form of preceding year’s tax refunds and SEBI deposits from the purchaser in form of reimbursement, subject to realisation. F urther a sum of INR 2 Crore has been withheld by the purchaser per the agreement. An exceptional profit of INR B.51 Crore has been recognised in the yea£1202O-on the said sale transaction at the Group level.

Reply: The auditors have emphasized a factual matter. The above are as per agreement with the party.

H We draw attention in One subsidiary wherein (refer to Note 44 F of the Statement) the outstanding income tax dues of INR ID.3 crores relating to for AY 2DB-20 and AY 2021

Reply: Impact already considered in Financial statements, the auditors have emphasized a factual matter.

2. We draw attention to the details of cases filed against the 1 Subsidiary before NCLT (refer Note 45 of the Statement) which was subsequently dismissed.

Reply: 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 in the previous quarter. The lender filed an application in N CLAT, appealing against the order.

Another lender, who is a financial creditor of Coffee Day Global Limited (subsidiary), has filed an application with N CLT for recovery of its dues, during the year.

3. We also highlighted that the Company (refer to Note 58 of the statement) is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 pertaining to year 20B-20 and has sought

a one-time exemption of the same and response from the Reserve Bank of India (RBI) is awaited.

Reply: The Company has applied one time exemption from NBFC provisions to RBI and company is awaiting response from RBI.

4. We draw attention to the liquidation process of the foreign subsidiaries of 1 subsidiary, which in turn has 3 step-down subsidiaries and 2 joint ventures (refer Note 47 (I) of the Consolidated financial statements).

Reply: The foreign operating subsidiaries of Coffee Day Global Limited (subsidiary) went into liquidation and accordingly the discontinued operations for the period is nil. However the Coffee Day Global Limited (subsidiary) does not have any additional liability in respect of these limited liability corporations. Further 00% provision in respect of investment in these foreign subsidiaries have already been made, and accordingly there is no further impact on the financial statements of Coffee Day Global Limited (subsidiary).

15. We draw attention to Sale of immovable property and accordingly the profit on sale of such asset has been recognised under other income (refer Note 68 of the Statement) in 2 subsidiaries.

Reply: The auditor has emphasized a factual matter for which the impact has been addressed in financials.

6>. We have emphasized in 1 subsidiary, which in turn has 3 step-down subsidiaries and 2 joint ventures on recognising the earlier deferred tax asset without doing for the current year evaluations. (Refer to Note 71 of the statement)

Reply: The auditor has emphasized a factual matter for which the impact has been addressed in financials.

7 We have emphasized on the obsolete or unusable assets pertaining to closed cafes and fully depreciated such assets to the tune of Rs.19.00 Crores in 1 subsidiary, which in turn has 3 step-down subsidiaries and 2 joint ventures. (refer Note 67 of the Statement).

Reply: The auditor has emphasized a factual matter for which the impact has been addressed in financials

II. Following are the Disclaimers/Emphasis of matter/qualifications given in the Standalone Independent Auditors Report for the quarter/year ended 31^st March 2023 and management response for the same.

1 We have not been provided with sufficient evidence with respect to recoverability of dues from group companies amounting to INR ,657 Crores (refer Note 7B of the standalone financial statement). Further, we have not been provided appropriate evidence about the recognition of fair value of the estimated loss allowance on corporate guarantee given to its subsidiary as required by Ind AS 109, ‘Financial Instruments’. We are therefore unable to comment on the recoverability of the stated balance from group companies, fair value of estimated loss allowance on corporate guarantee given to a subsidiary, and the impact on the standalone financial statement.

Reply: The subsidiaries of CDEL are in the process of disinvestment of their assets. The company is confident that the subsidiaries will repay these advances in due course.

2 It is observed that there has been a change in the percentage of shares held by the Company in two of its subsidiaries as of March 3j 2023, vis-avis March 3j 209, due to the invocation of shares by the lenders of the subsidiaries. However, while considering the amount invested in the subsidiaries, the Management of the Company has considered the erstwhile shareholding pattern prior to dilution as th

Management believes that the change in shareholding is temporary in nature and the shares pledged will be redeemed back by the Company (refer to Note 6 of the standalone financial statement).

However, these shares have been transferred to such lenders before March 3 ) 2023. We have been informed that the lenders have not sold any of the shares invoked and consequently have not made any adjustments to the loan outstanding. Accordingly, the Management believes that it is not possible to attribute any sale value to the invoked shares. Consequently, the impact of the said transfer on the book value of invoked shares on the standalone financial statements cannot be ascer tained

Reply: Management believes that the change in shareholding is temporary in nature and the shares pledged will be released back to the Company. Since there is no marketability for the shares invoked management is unable to estimate the impact.

3. The Management of the Company has determined that no impairment is required to be recognized on its investments in subsidiaries, associates and joint ventures with a carrying value of INR |865 Crore as at March 31, 2023, as required by Ind AS 36, ‘Impairment of Assets’, particularly consequent to developments during this period (as detailed in Note 40 of the standalone financial statement). Consequently, the value of investments held by the Company in a subsidiary, which is the holding company of this step subsidiary, is required to be assessed for impairment. We have not been provided with the indicators used and the assessment performed by the Management in not considering impairment in respect of its subsidiaries, associates and joint ventures. We are therefore unable to comment on whether the value of investments recognized in the standalone financial statement is appropriate.

Reply: The valuation of these investments for assessing impairment remains to be done.

4 Attention is drawn to Note 4 of the standalone financial statement, wherein instances of noncompliance 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 statement and also on their consequential impact including potential tax liabilities. We have been informed that during the year certain lenders have exercised their right to recall the loan and some lenders have initiated legal action to recover dues. However, in the absence of the adequate evidence, we are unable to comment on the consequential adjustments that might impact this Statement on account of non-compliance with debt covenants.

Further, in view of the loan recall notices, legal disputes and pending one-time settlement with the lenders of the Company, the Management has not recognised interest on the loans outstanding as of March 3j 2023 aggregated to INR 59.97 Crores as detailed in Note 14 of the statement. As the loan recall letters provided by the lenders requires payment of interest and penal interest, non-provision of such interest is not in line with the accrual concept of accounting.

Reply: Management is following up with lenders to get the balance confirmations. This will be taken care of during one time settlement process. There have been certain covenant breaches with respect to borrowings taken by the Company from various lenders. Such covenant breaches entitle the lenders to recall the loan. Some of the lenders have exercised their right to recall the loan and one of the lenders has initiated legal process to recover the dues.

5. The Statement has been prepared by the Management and Board of Directors using the going concern

assumption (Refer Note 38 of the standalone financial statement). 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 statement is appropriate.

Reply: These standalone financial results for the quarter and year ended 31 March 2023 have been prepared on a going concern basis in view of the positive net worth of the Company amounting to Rs.30644 million as of 31 March 2023, significant value in diversified portfolio of investments held in subsidiaries / joint ventures / associates, established track record of the Company to monetize the group assets as demonstrated by sale of stake in Mindtree Limited, sale of Global Village Tech Park owned

by its wholly-owned subsidiary Tanglin Developments Limited , sale of stake in Way2Wealth Group entities profitable resorts operations and consequential ability to service the obligations.

Emphasis of Matter

6. Attention is drawn to Note 41 of this statement wherein a final adjudication order dated 24.012C23 has been served on the company under section H(]f4), ]f4A), ]B and B ( of the Securities and Exchange Board of India Act, 992 read with Rule 5 of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 by SEBI imposed with a total monetary penalty of Rs. 26,0QCQC00 (Rupees Twenty-Six Crore) under Section 5HA and Section 5HB of the SEBI Act, 1992 respectively on account of violations of provisions of Section EA(a), (b) &(c) of the SEBI Act, 992 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 and in respect of which no provision for the liability has been considered in the accounts.

The order further directed the company to appoint a law firm, of standing and repute, within 60 days of the order to take all necessary steps for recovery of entire dues from MACEL and its related entities along with due interest, that are outstanding to the subsidiaries. SEBI further directed the company to file a quarterly report with NSE / CDEL Board, detailing the progress in the recovery process. The tenure of the law firm appointed in terms of sub-para (b) above shall be until the lapse of three months from the date of conclusion of three annual general meetings of CDEL, held after passing of this order or till the dues are recovered, whichever is earlier.

The compaiy appealed against the above order dated 24th January 2023 to the Hon’ble Securities Appellate Tribunal (SAT) which granted stay only on the imposition of penalty.

Reply: The auditors has emphasized a factual matter which does not require any accounting adjustments.

7. We draw attention to the Note 39 of the Standalone Financial Statement, wherein the Company has stated that Corporate Insolvency Resolution Process has been initiated in NCLT against one of its key step-subsidiary, M/s. SICAL Logistics Limited (SLL), pursuant to which a final resolution plan has been received vide order dated 09.E.2022 As per the said order read with the approved Resolution Plan, “Nil” payment is payable against the amounts due to related parties of SICAL. Under the above circumstances the company has written off the amount due from SICAL of Rs.Qh crores.

Reply: Impact already considered in Financial statements, the auditors have emphasized a factual matter.

8. We draw attention to Note D of the standalone financial statement, detailing facts relating to the sale of Way2Wealth Securities Private Limited and its certain subsidiaries. Based on the sale agreement, Rs. 4.63 Crore is receivable by the company in form of preceding year’s tax refunds and SEBI deposits

from the purchaser (Shriram Ownership Trust) in form of reimbursement, subject to realisation. Furthei a sum of Rs. 0.77 Crore has been withheld by the purchaser per the agreement.

Reply: The auditors have emphasized a factual matter. The above are as per agreement with the party

9. As detailed in Note 37 of the standalone financial statement, the Company for the year 209-20 has filed an application seeking a onetime exemption from registering itself as a Non-Banking Financial Company (NBFC) as required by Section 45-IA of the Reserve Bank of India Act, 1934 and other related provisions. As at the date of this Statement a response from the Reserve Bank of India is awaited. In the absence of such exemption, we are unable to comment on the compliance with the aforesaid regulations and consequential impact, if any on the standalone financial statement.

Reply: Impact already considered in Financial statements, the auditors have emphasized a factual matter.

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 to report to the Audit Committee and / or Board under Section 43(2) of the Act and the rules made thereunder.

Statutory Disclosures:

None of the Directors of your Company are disqualified as per provisions of Section 64(2) of the Companies Act, 20B. 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 their team specifically in the las4t 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.

Place: Bangalore For Coffee Day Enterprises Limited

Date 30^th May 2023

S d /- Sd/-

S.V. Ranganath Malavika Hegde

InterimChairman & Whole-time Director

Independent Director DIN : 0036524

DIN: 00323 79 9

---

Mar 31, 2018

The Directors have pleasure in presenting their 10th Annual Report on business and operations along with the Audited financial statements and the Auditor''s report of the Company for the financial year ended 31 March, 2018.

Financial Highlights:
Amount in Rs Million
	Coffee Day Enterprises Limited	Coffee Day Enterprises Limited	Coffee Day Global Limited	Coffee Day Global Limited
Particulars	(Consolidated)	(Consolidated)	(Consolidated)	(Consolidated)
	FY 18	FY 17	FY 18	FY 17
Gross Operational Revenue	43,305	35,519	20,161	17,728
Finance charges	3,491	3,172	683	479
Depreciation	2,604	2,268	1,743	1,633
Profit Before Tax	2,251	1371	647	498
Income Tax	768	555	276	230
Profit attributable to the owners	1,063	470	370	264

PERFORMANCE OVERVIEW

During the fiscal year ended 31 March 2018, consolidated gross revenue grew by 22% driven by strong impetus from Coffee, Financial Services & Multimodal Logistics. The retail gross revenue in coffee business contributed a growth of 12%. Consolidated Profit after tax and exceptional is Rs 1063 Million (Includes Rs 388 Million on account of sale of Global Edge Software Limited) for the year 2018 compared to Profit of Rs 470 Million for the previous year.

A detailed performance analysis is provided in the Management Discussion and Analysis segment which is annexed to this report.

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 does not recommend any dividend for the financial year 2017-18.

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 2017-18.

CHANGES IN SHARE CAPITAL:

During the year under review, the paid-up equity share capital of the Company increased from Rs. 2,06,00,17,190/to Rs. 2,11,25,17,190/- pursuant to the Scheme of Amalgamation filed under Section 230 to 232 of the Act, whereby the Company has allotted 52,50,000 equity shares to the shareholders of Coffee Day Overseas Private Limited by virtue of final order dated 31 August 2017 passed by National Company Law Tribunal (NCLT).

With reference to the above, the said number of equity shares has been admitted for listing and trading purpose on both National Stock Exchange and Bombay Stock Exchange effective from 28 December 2017 and 29 December 2017 respectively.

MERGER U/S 233 OF THE ACT W.R.T. ''MATERIAL SUBSIDIARY'' OF THE COMPANY:

In line with the provisions of Section 233 of the Act and Rule 25(5) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Regional Director (RD) of Hyderabad had issued the order dated 30 January 2018 and approved the merger of Coffee Day Global Limited (''Material Subsidiary'') and its subsidiary Companies, namely Amalgamated Holdings Limited, Coffee Day Properties (India) Private Limited and Ganga Coffee Curing Works Limited.

DEPOSITS:

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

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 31st March 2018, the Company has 45 subsidiaries (including indirect subsidiaries), 3 Associate Companies and 3 Joint Ventures. The details of the Companies which have become or ceased to be the Company''s Subsidiaries, Associate Companies or Joint Ventures are mentioned in “Form AOC-1”, which is attached as an “Annexure to the Consolidated Financial Statements.” 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 subsidiary 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 on the Company''s official website and may be accessed at the link: http://www.coffeeday.com/PDF/ MATERIAL-SUBSIDIARIES.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-1."

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-2."

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 18th 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 annexed with this Report as "Annexure-3."

BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge and industry experience that will help us retain our competitive strength. The Company has evaluated the policy with a purpose to ensure adequate diversity in its 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 on the Company''s official website via link http://www.coffeeday. 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 the ''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 on the Company''s official website at the following link http://www.coffeeday. com/PDF/NOMINATION%20&%20REMUNERATION%20 POLICY.pdf.

APPOINTMENT/ RESIGNATION/ RE-APPOINTMENT OF BOARD OF DIRECTORS

There has been no change in the Composition of the Board this year.Mr. Sanjay Omprakash Nayar shall retire by rotation at the ensuing Annual General meeting and is eligible for re-appointment

DIRECTOR''S RESPONSIBILITY STATEMENT

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

(a). In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b). 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 financial year and of the profit and 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d). The Directors have prepared the annual accounts on a going concern basis; and

(e). The Company is responsible for establishing and maintaining adequate and effective internal financial controls with regard to its 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 on 31st March 2018.

(f) 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. No material or significant non compliances were reported or identified during the year.

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 four main Committees of the Board i.e.:

(a). Audit Committee

(b). Nomination and Remuneration Committee

(c). Stakeholder''s Relationship Committee and

(d). Corporate Social Responsibility Committee.

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

AUDIT COMMITTEE:

The Board has constituted an Audit Committee comprising of Mr. S.V. Ranganath as Chairman, Dr. Albert Hieronimus and Mr. V.G. Siddhartha as its Members. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board. The details of the composition of the Board and its Committees and number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

MEETINGS OF THE BOARD:

During the financial year 2017-18, the meetings of the Board of Directors were held Five (5) times. 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 Related Party Transactions that were entered into during the FY 2017-18 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. None of the transactions entered into with related parties falls under the scope of Section 188(1) of the Act and hence there is no such requirement to enclose ''Form AOC-2'' pursuant to Section 134(3)(h) of the Act 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 http://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 and 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 on 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-4" to this Annual report.

AUDITORS:

a) Statutory Auditors:

As per the provisions of the Act, the period of office of M/s B.S.R & Co. LLP, Chartered Accountants (ICAI FRN: 101248W/ W-100022), Statutory Auditors of the Company, expires at the conclusion of the ensuing Annual General Meeting. It is proposed to appoint B.S.R. & Associates. LLP Chartered

Accountants (ICAI FRN: 116231W/W-100024), for a term of 5 (five) consecutive years and have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

b) Secretarial Auditor:

In accordance with Section 204 of the Act and the rules made there under, the Company has appointed M/s HRB & Co. to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2018. The Secretarial Audit report issued in this regard is attached as "Annexure-5".

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:

a) National Company Law Tribunal (NCLT)

Pursuant to the Scheme of Amalgamation filed under Section 230 to 232 of the Act, the National Company Law Tribunal has passed the final order dated 31st August 2017 and the Company has allotted 52,50,000 Equity shares to the Shareholders of Coffee Day Overseas Private Limited.

b) Regional Director, Hyderabad w.r.t. its Material Subsidiary, Coffee Day Global Limited:

In line with the provisions of Section 233 of the Act and Rule 25(5) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Regional Director (RD) of Hyderabad had issued the order dated 30th January 2018, and approved the merger of Coffee Day Global Limited (''Material Subsidiary'') and its subsidiary Companies, namely Amalgamated Holdings Limited, Coffee Day Properties (India) Private Limited and Ganga Coffee Curing Works Limited.

EXTRACT OF ANNUAL RETURN:

An extract of the Annual return has been annexed to the Board''s Report in compliance with Section 92 of the Companies Act, 2013 read with applicable rules made thereunder annexed as "Annexure-6" to this Report.

BUSINESS RESPONSIBILITY REPORT:

In compliance with the Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report forms a part of this Annual Report as "Annexure-7".

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 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 provides 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.

All the significant internal audit observations and management actions thereon are reported to the Audit Committee on a quarterly basis. The Audit Committee reviews the operations and assesses the adequacy of the actions proposed, and also 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 31st March 2018 and based on the assessment, believe that the system is working effectively. The Statutory Auditors have issued a report on the adequacy and effectiveness of the internal control systems over financial reporting.

WHISTLEBLOWER POLICY/VIGIL MECHANISM:

As per the requirements laid down under Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has established the Whistleblower Policy which encourages Directors and employees to bring to the Company''s attention, instances of unethical behavior, 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 Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistle Blower Policy is available on the Company''s official website and may be accessed through the web link: http://www.coffeeday.com/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-8".

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 and Mr. V.G. Siddhartha and Mrs. Malavika Hegde as Members, 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: http://www.coffeeday.com/PDF/CSR-Policy-CDEL.pdf. It lays down the purpose of formulation of the policy, areas of focus, composition of the Committee, responsibilities of the Board of Directors, and CSR budget. It also contains the CSR activities which can be carried out by the Company, governance structure and through implementation process.

GREEN INITIATIVES:

In commitment to keeping in line with the Green Initiative and going beyond to it, an electronic copy of the Notice of the 10th Annual General Meeting of the Company is sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under. The Policy aims to promote a healthy work environment and to provide protection to employees at the 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.

During the financial year 2017-18, the Company has not received any complaints on sexual harassment.

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

For the financial year 2017-18, there are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or 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 business sectors of the Company such as coffee business, technology park business, logistics business, financial services business and resort business. The Audit Committee oversights the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a 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 to report to the Audit Committee and/or Board under Section 143(12) of the Act and the rules made there under.

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 has 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 Options to the Employees of the Company.

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 cooperation. The Directors appreciate and value the contribution made by every member of the ''Coffee Day'' family.

Place: Bangalore

Date: 09th August, 2018

For Coffee Day Enterprises Limited

Sd/- Sd/-

V. G. Siddhartha Malavika Hegde

Chairman & Managing Director Director

DIN: 00063987 DIN: 00136524

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Mar 31, 2017

Dear Shareholders,

The Board of Directors present you the Ninth Annual Report on business and operations along with the audited financial statements and the auditor''s report of your Company for the financial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS: Amount In Rs.Million

Particulars	Coffee Day Enterprises Limited	Coffee Day Enterprises Limited	Coffee Day Global Limited	Coffee Day Global Limited
	(Consolidated)	(Consolidated)	(Consolidated)	(Consolidated)
	FY 17	FY 16	FY 17	FY 16
Gross Operational Revenue	35519	30943	17728	15520
Finance charges	3172	3595	479	493
Depreciation	2268	2517	1633	1526
Profit Before Tax	1371	350	498	393
Income Tax	555	446	230	150
Profit for the period	462	-425	264	241

PERFORMANCE OVERVIEW

During the fiscal year ended 31st March 2017, consolidated gross revenue grew by 15% driven by strong impetus from Coffee and Multimodal Logistics. The retail gross revenue in the coffee business contributed by a growth of 14%. Consolidated Profit after tax and exceptional is Rs.462 Million for the year 2017 compared to loss of Rs.425 Million for the previous year.

A detailed performance analysis is provided in the Management Discussion and Analysis segment which is annexed to this report.

STATE OF COMPANY''S AFFAIRS

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

DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year 2016-17.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 has been furnished.

ISSUANCE OF NON-CONVERTIBLE DEBENTURES (NCD''S)

The Company had during the Financial year 2016-17, sought shareholders approval in the Annual General Meeting for issuance of NCD''s for an amount not exceeding Rs.550 Crores. On 11th March 2017 the Board of Directors at its meeting issued NCD''s for an amount of Rs.290 Crores for Identifiable Investors and on 30th March 2017 the Board of Directors at its meeting issued NCD''s for an amount of Rs.150 Crores for the purpose of restructuring its existing debts.

APPROVAL OF MERGER BETWEEN COFFEE DAY OVERSEAS PRIVATE LIMITED WITH COFFEE DAY ENTERPRISES LIMITED

The Scheme of Amalgamation between COFFEE DAY OVERSEAS PRIVATE LIMITED with COFFEE DAY ENTERPRISES LIMITED was approved by the Board of Directors at the Meeting held on 11th August, 2016 and the approvals were sought from all the respective authorities viz; Competition Commission of India, Bombay Stock Exchange, National Stock Exchange of India Limited (Designated Stock Exchange) and vide the National Company Law Tribunal Order dated 02nd February 2017, ordered a Shareholders Meeting on 10th March 2017 and the same was passed with requisite majority approving the merger.

POSTAL BALLOT

National Stock Exchange of India vide its observation letter had ordered a Postal Ballot for approving the scheme of Merger between COFFEE DAY OVERSEAS PRIVATE LIMITED with COFFEE DAY ENTERPRISES LIMITED with the majority constituting Public Shareholders and the Resolution was passed with consent of 99.99% majority.

DEPOSITS

The Company has not accepted any fixed deposits from public pursuant to Section 73 of the CA, 2013 and rules there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company makes investments or extends loans/guarantee to its wholly owned subsidiaries for their business purpose. The details of loans, guarantees and investments are covered under section 186 of the Companies Act, 2013 along with the purpose for which such loan or guarantee is proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

SUBSIDIARIES

The Company has formulated a policy for determining ''material'' subsidiaries pursuant to the provisions of the SEBI (LODR) 2015. The said policy is available at the Company website: www.coffeeday.com

The Company has 44 subsidiaries (including indirect subsidiaries) as on 31st March 2017.

As per section 129(3) of the Companies Act 2013, the consolidated financial statements of the Company and its subsidiaries form part of the Annual Report. A Statement containing the salient features of the financial statements of its subsidiaries in the prescribed Form AOC-1 is attached as Annexure to Consolidated Financial Statements.

In accordance with section 136 (1) of the Companies Act 2013, the financial statements of the subsidiary companies are available on our website www.coffeeday.com post approval of the members.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis forms part of this annual report and it is annexed to the Directors report-Annexure-1.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated by under SEBI (LODR) 2015 forms part of the Annual Report. The requisite Certificate from a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to this Report-Annexure-2.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

In accordance with Section 178(3) of the Companies Act 2013 and Regulation 19 of SEBI (LODR) 2015, the Board had adopted Policy on Director''s appointment and remuneration as recommended by the Nomination and Remuneration Committee. The policy is attached as Annexure-3.

BOARD DIVERSITY

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The

Board recognizes the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The policy is available at www.coffeeday.com

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION

As per the provisions of the Companies Act 2013 and SEBI (LODR) 2015, an evaluation of the performance of the Board, Committee and members was 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 is put in place.

APPOINTMENTS /RESIGNATION /RE-APPOINTMENTS OF BOARD OF DIRECTORS

During the year there has been no change in the Composition of Directors.

Mrs. Malavika Hegde shall retire by rotation at the ensuing Annual General meeting and is eligible for re-appointment.

COMMITTEES OF THE BOARD

The details of Boards Committees - the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee have been disclosed separately in the Corporate Governance Report which is annexed to and forms a part of this annual report.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. S.V. Ranganath, Chairman, with Dr. Albert Hieronimus and Mr. V.G. Siddhartha as members. The functions performed by the Audit Committee and the particulars of meetings held and attendance there at are given in the Corporate Governance Report.

MEETINGS OF THE BOARD

The Board duly met 6 times (Six) during the financial year 201617. Details of the meetings are mentioned in the Corporate Governance Report which is annexed to this Report.

RELATED PARTY CONTRACTS OR ARRANGEMENTS

The Company has formulated a policy on "materiality of related party transactions" and the process of dealing with such transaction, which are in line with the provisions of the Companies Act, 2013 and SEBI (LODR) 2015. The same is also available on the website of the Company www.coffeeday.com

Prior omnibus approval from the Audit Committee are obtained for transactions which are repetitive and also normal in nature. Further, disclosures are made to the Committee on a quarterly basis.

There have been no material related party transactions undertaken by the Company, under regulation 23 of the SEBI (LODR) 2015 and detail of the transaction approved by the Board under section 188 of the Companies Act, 2013 have been enclosed 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.

There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed 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 - ''AOC-2''.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the year till the date of this report, which affect the financial position of the Company.

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 particulars as prescribed under section 134 (3) (m) of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014 are attached as Annexure 4.

AUDITORS

a) Statutory Auditors

The members in their AGM held on 30th September 2014 had appointed M/s B S R & Co LLP, Chartered Accountants as statutory auditors for a term of 5 consecutive years. Hence, shareholders are hereby proposed to ratify the appointment of auditors from conclusion of this AGM to the conclusion of the next AGM.

b) Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013 M/s HRB & Co was appointed to conduct the secretarial audit of the Company for the FY 2016-17. The secretarial audit report is attached as Annexure 5.

c) Cost Auditor

Pursuant to Section 148 of the Companies Act 2013, the provisions for appointment of Cost Auditors do not apply to the Company.

d) Internal Auditor

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. A B S & Co, Chartered Accountants as Internal Auditors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

There is no significant orders passed by the regulator, Court or tribunals impacting the going concern status and the Company''s operations in future.

EXTRACT OF ANNUAL RETURN

An extract of the Annual return has been annexed to the Board''s Report in compliance with Section 92 of the Companies Act 2013 read with applicable rules made there under annexed as Annexure 6 to this Report.

BUSINESS RESPONSIBILITY REPORT

The SEBI (LODR) 2015 mandates inclusion of the Business Responsibility report as part of the Annual Report for Top 500 Listed entities based on market capitalization. In compliance with the regulation, we have provided the BRR as part of our Annual Report-Annexure-7.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

It is management''s responsibility to establish and maintain appropriate controls over financial reporting. Controls are aimed at providing reasonable assurance that external reports and statements are in accordance with applicable accounting principles.

The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. These include control processes both on manual and IT applications including the ERP application wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively. Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the internal financial controls is subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the Vigil Mechanism; and also provides direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy are made available on the Company''s website www.coffeeday.com

PARTICULARS OF EMPLOYEES

The Statement containing ratio of remuneration paid to each Director and the median employee remuneration and other details in terms of subsection 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

THE STATEMENT CONTAINING PARTICULARS IN TERMS OF SUBSECTION 12 OF SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 - ANNEXURE-8

CORPORATE SOCIAL RESPONSIBILITY

As per section 135 of the Companies Act, 2013 the Company has a Corporate Social Responsibility Committee. The Committee comprises of Mr. S.V. Ranganath, Chairman and Mr. V.G. Siddhartha & Mrs. Malavika Hegde as Members. The Committee has adopted a CSR policy which has been hosted on the Company''s website at www.coffeeday.com

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

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2016-17, no complaints were received by the Company related to sexual harassment.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The Company is 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 31st March 2017.

(f) 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. No material or significant non compliances were reported or identified during the year.

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 (LODR) 2015.

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

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Company Secretary in practice in the secretarial audit report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT OF THE COMPANY

Your company is exposed to a variety of risk considering the diversified business of the subsidiaries which include coffee business, technology park business, logistics business, financial services business and resort business. We conduct a substantial portion of our coffee and non-coffee business operations through our subsidiaries. Hence our company''s income is largely dependent on the investment income and dividends from our subsidiary. Our success depends on the value, perception and marketing of our brands, most particularly the "Cafe Coffee Day" brand. We are also subject to strong competition in food & beverage industry and our logistics business.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT

There were no frauds reported by auditors.

SHARES

A. Buy back of securities

The Company has not bought back any of its securities during the year under review, as per Section 68 of the Act.

B. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review, as per Section 54 of the Act.

C. Bonus Shares

The Company had not issued Bonus Shares during the year under review, as per Section 63 of the Act.

D. Employee Stock Option Plan

The Company has not provided any Stock Option Scheme to the employee, as per Section 62 of the Act.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to Bankers, business associates, consultants and various Government authorities for their continued support extended to your companies activities, during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your company.

For and on Behalf of the Board By Order of the Board

Place: Bangalore

Date: 18th May 2017 For Coffee Day Enterprises Limited

V G Siddhartha

Chairman & Managing Director

DIN-00063987

Malavika Hegde

Director

DIN - 00136524

---

Mar 31, 2016

Dear Shareholders,

The Board of Directors present you the Eighth Annual Report on business and operations along with the audited financial statements and the auditor''s report of your Company for the financial year ended 31st March, 2016.

Financial Highlights: Amount In Rs. million (Except per share data.)

Particulars Coffee Day Enterprises Coffee Day Enterprises Coffee Day Global Coffee Day Global Limited (Consolidated) Limited (Consolidated) Limited (Consoli dated) Limited (Consoli dated) FY16 FY15 FY16 FY15

Net Revenue (including 28,937 25,487 13,865 12,717 other income)

Expenses 29,415 26,894 13,682 12,788

Profit before tax and (478) (1,407) 183 (71) exceptional items

Exceptional Items, net - - - -

Tax Expenses 329 150 77 71

Associates 990 903 - -

Minority Interest (258) (184) - -

Profit after Tax (75) (838) 106 (143)

Earnings per (0.47) (7.18) 0.65 (0.91)

Share (EPS) before exceptional item

Earnings per Share (0.47) (7.18) 0.65 (0.91) (EPS) after exceptional item

Performance Overview

During the fiscal year ended March 31, 2016, consolidated net operational revenue grew by 14.4% YoY driven by a strong impetus from Coffee and Financial Services. The retail coffee contributed by a growth of 14%. Consolidated Loss after tax and exceptional items came down from Rs.838 Million for Fy 2015 to a loss of Rs. 75 million for Fy 2016.

A detailed performance analysis is provided in the Management Discussion and Analysis segment which is annexed to this report.

State of Company''s Affairs

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

Dividend

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2015-2016.

Transfer to Reserves

The Company has not transferred any amount to reserves during the year and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 has been furnished.

Successful Initial Public Issue

The Company has successfully completed initial public offering (IPO) in the current year pursuant to applicable SEBI Rules and Regulations. The IPO of the Company received an overwhelming response from the investors and the public issue was oversubscribed thereby making this IPO a successful one. Shares have been listed with both BSE and NSE w.e.f 02nd November 2015. Consequently, the Company''s paid up capital increased from Rs. 1,709,407,440/- to Rs.2,060,017,190/-. The equity shares of Rs.10/- each were issued at a price of Rs.328/- per share.

Deposits

No fixed deposits accepted from the public.

Particulars of Loans, Guarantees or Investments

The Company makes investments or extends loans/guarantee to its wholly owned subsidiaries for their business purpose. The details of loans, guarantees and investments are covered under section 186 of the Companies Act 2013 along with the purpose for which such loan or guarantee is proposed to be utilised by the recipient, form part of the notes to the financial statements provided in this annual report.

Subsidiaries

The Company has formulated a policy for determining ''material'' subsidiaries pursuant to the provisions of the SEBI LODR. The said policy is available at the Company website www. coffeeday.com.

The Company has 40 subsidiaries (including indirect subsidiaries) as on March 31, 2016.

As per section 129(3) of the Companies Act 2013, the consolidated financial statements of the Company and its subsidiaries form part of the Annual Report. A statement containing the salient features of the financial statements of its subsidiaries in the prescribed Form AOC-1 is attached as Annexure to Consolidated Financial Statements.

In accordance with section 136 (1) of the Companies Act 2013, the financial statements of the subsidiaries companies are available on our website www. coffeeday.com post approval of the members.

Management Discussion & Analysis Report

The Management Discussion & Analysis forms a part of this annual report.

Corporate Governance

The report on Corporate Governance as stipulated by under SEBI LODR forms part of the Annual Report. The requisite Certificate from a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to this Report as Annexure 1.

Policy on Directors'' Appointment and Remuneration

In accordance with Clause 178(3) of the Companies Act 2013 and Regulation 19 of SEBI LODR, the Board had adopted a Policy on Director''s appointment and remuneration as recommended by the Nomination and Remuneration Committee. The policy is attached as Annexure 2.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The policy is available at www.coffeeday.com.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Board Evaluation

As per the provisions of the Companies Act 2013 and Listing Obligation and Disclosure Requirements, 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, processes and the Board''s engagement with the 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 were evaluated on the basis of integrity, commitment, and the ability to exercise independent judgement etc. The feedback was collated and discussed, and action points for improvements were put in place.

Appointments/Resignation/Re-appointments of Board of Directors

During the year no new Director has been appointed except Mr. M.D. Mallya being appointed as an Independent Director and there is no resignation of Directors except Mr. Parag Saxena, Mr. Nainesh Jai Singh, Mr. H.V. Santhrupth & Mrs. Niveditha Halappa during the financial year 2015-16.

Mr.Sanjay Nayar shall retire by rotation at the ensuing Annual General meeting and is eligible for re-appointment.

Committees of the Board

The details of the Board''s Committees - the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders'' Relationship Committee have been disclosed separately in the Corporate Governance Report which is annexed to and forms a part of this annual report.

Audit Committee

The Audit Committee comprises of Mr. S.V. Ranganath as Chairman, with Dr. Albert Hieronimus and Mr. V.G. Siddhartha as members. The functions performed by the Audit Committee and the particulars of meetings held and attendance thereat are given in the Corporate Governance Report.

Meetings of the Board

The Board duly met 12 times (Twelve) in the financial year 2015-16. Details of the meetings are mentioned in the Corporate Governance Report which is annexed to this Report.

Related Party Contracts or Arrangements

The Company has formulated a policy on "materiality of related party transactions" and the process of dealing with such transaction, which are in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) regulation 2015. The same is also available on the website of the company www.coffeeday.com.

Prior omnibus approval from the Audit Committee are obtained for transactions which are repetitive and also normal in nature. Further, disclosures are made to the Committee on a quarterly basis.

There have been no material related party transactions undertaken by the Company, under regulation 23 of the SEBI (Listing Obligations and Disclosures Requirement) regulation 2015 and detail of the transaction approved by the Board under section 188 of the Companies Act, 2013 have been enclosed 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.

There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed 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 - ''AOC-2''.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No material changes and commitments have occurred after the close of the year till the date of this report, which affect the financial position of the Company.

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 particulars as prescribed under section 134 (3) (m) of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014 are attached as Annexure 3.

AUDITORS

a) Statutory Auditors:

The members in their AGM held on September 30, 2014 had appointed M/s B S R & Co LLP, Chartered Accountants as statutory auditors for a term of 5 consecutive years.

Hence, shareholders are hereby proposed to ratify the appointment of auditors from conclusion of this AGM to the conclusion of the next AGM

b) Secretarial Auditor:

Pursuant to clause 204 of the Companies Act 2013 M/s HRB & Co was appointed to conduct the secretarial audit of the Company for the FY 2015-16. The secretarial audit report is attached as Annexure 4

c) Cost Auditor:

Pursuant to Section 148 of the Companies Act 2013, the provisions for appointment of Cost Auditors do not apply to the Company.

d) Internal Auditor:

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. A B S & Co, Chartered Accountants as Internal Auditors.

Significant and material orders passed by the Courts/Regulators

There is no significant orders passed by the regulator, Court or tribunals impacting the going concern status and the Company''s operations in future.

Extract of Annual Return

An extract of the Annual return has been annexed to the Board''s Report in compliance with Section 92 of the Companies Act 2013 read with applicable rules made thereunder annexed as Annexure 5 to this Report.

Adequacy of Internal Financial Controls with Reference to the Financial Statements

It is management''s responsibility to establish and maintain appropriate controls over financial reporting. Controls are aimed at providing reasonable assurance that external reports and statements are in accordance with applicable accounting principles.

The Company has laid down certain guidelines, processes and structures, which enable the implementation of appropriate internal financial controls across the organisation. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. These include control processes both on manual and IT applications including the ERP application wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively. Because of the inherent limitations of internal financial controls, including the possibility of collusion or an improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the internal financial controls are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company, considering the essential components of internal control. The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control.

Whistle Blower Policy/Vigil Mechanism

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the Vigil Mechanism; and also provides direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy are made available on the Company''s website, www. coffeeday.com.

Particulars of Employees

The Statement containing ratio of remuneration paid to each Director and the median employee remuneration and other details in terms of subsection 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 are annexed in Annexure 6 of this report.

The Statement containing particulars in terms of subsection 12 of section 197 of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Corporate Social Responsibility

As per section 135 of the Companies Act, 2013 the Company has a Corporate Social Responsibility Committee. The Committee comprises of Mr. S.V. Ranganath, Chairman and Mr. V.G. Siddhartha & Mrs. Malavika Hegde as Members. The Committee has adopted a CSR policy which has been hosted on the Company''s website at www. coffeeday.com.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2015-16, no complaints were received by the Company related to sexual harassment.

Director''s Responsibility Statement

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

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

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The Company is 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 March 31, 2016.

(f) 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. No material or significant non compliances were reported or identified during the year.

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.

Board''s Response on Auditors qualification, Reservation or Adverse Remarks or Disclaimers made

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Company Secretary in practice in the secretarial audit report.

Statement Concerning the Development and implementation of the Risk Management Policy of the Company

Your company is exposed to a variety of risk sconsidering the diversified business of the subsidiaries which include a coffee business, technology park business, logistics business, financial services business and resort business. We conduct a substantial portion of our coffee and non-coffee business operations through our subsidiaries. Hence our company''s income is largely dependent on the investment income and dividends from our subsidiary. Our success depends on the value, perception and marketing of our brands, most particularly the "Cafe Coffee Day" brand. We are also subject to strong competition in the food & beverage industry and our logistics business.

Details in Respect of Frauds Reported by Auditors under Sub-section (12) of Section 143:

There were no frauds reported by auditors.

SHARES

a) Buy back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity:

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

c) Bonus Shares:

The Board of Directors recommended the issue of bonus shares at the ratio of 1:7 on May 5th, 2015 and the same was approved by the shareholders on 8th May, 2015.

d) Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employee.

Acknowledgements

Your Directors place on record their sincere thanks to Bankers, business associates, consultants and various Government authorities for their continued support extended to your companies activities, during the year under review. Your Directors are grateful to the shareholders for their support and confidence reposed on your company.

For and on Behalf of the Board

By Order of the Board

Place: Bangalore

Date: 20th May, 2016

For Coffee Day Enterprises Limited

V. G. Siddhartha

Chairman & Managing Director

DIN - 00063987

Malavika Hegde

Director

DIN - 00136524