Directors Report of Winsome Breweries Ltd.

Mar 31, 2024

WINSOME BREWERIES LIMITED

Your Directors have pleasure in presenting the Thirty Second (32^nd) Annual Report of Winsome Breweries Limited along with Audited Financial Statements for the Financial Year (FY) ended March 31^st 2024.

HIGHLIGHTS OF PERFORMANCE

Income for the year is increased from Rs. 283.36 Lakhs in 2023 to Rs.400.77 Lakhs in 2024. Profit before tax increased from Rs. (99.79) Lakhs in the previous year 2023 to Rs. 69.15 Lakhs in the current year 2024. Total Comprehensive income is also increased from Rs. (78.79) Lakhs in the previous year 2023 to 57.01 Lakhs in the current year 2024.

1. Financial Results

The financial performance of Winsome Breweries Limited for the financial year ended March 31,2024 is summarised below:

(Figures in Lakhs)
Particulars	Current Year	Previous Year
	31st March,2024	31st March,2023
	(in Rupees)	(in Rupees)
Total income	400.77	283.36
Profit before depreciation	69.15	(99.79)
Profit before tax	69.15	(99.79)
Less: Tax Exp	12.25	(20.08)
Profit after tax	56.90	(81.01)
IND AS Adjustments	(0.00)	(10.20)
Total Comprehensive Income	57.01	(78.79)
Transfer To General Reserves	NIL	NIL

2. Future Prospects

The company is making efforts continuously to improve its business operations. In view of the above, prospectus of the Company appears bright in near future.

3. Transfer to Reserves

The Company has not transferred any amount to the General Reserve out of amount available for appropriations.

4. Dividend

In view of the inadequate profits, the Directors express their inability to recommend any dividend for the year under review.

5. Share Capital

The Authorised Share Capital of the Company is Rs. 27,75,00,000/- [Rupees Twenty Seven Crore Seventy Five Lakh) comprising of 2,77,50,000 [Two Crore Seventy Seven Lakh Fifty Thousand) Equity Shares of Rs. 10 [Rupees Ten) each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company is Rs. 27,66,89,000[Rupees Twenty Seven Crore Sixty Six Lakhs Eighty Nine Thousand) consisting of 2,76,68,900 [Two Crore Seventy Six Lakhs Sixty Eight Thousand Nine Hundred) Equity Shares of Rs. 10 [Rupees Ten) each.

The Company has not allotted any shares during the year under review.

6. Deposits

The company has not accepted any public deposits during FY 2022-2023 from die members or the genera] public. There are no small depositors in the Company. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance w''ith the Chapter V of the Act is not applicable.

7. Change in the Nature of Business

The Company has not undergone any changes in the nature of the business during the financial year.

8. Subsidiaries, Associates and Joint Venture Companies

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

9. Internal Process & Financial Control

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company''s internal controls are tested for adequacy and effectiveness by the Internal Auditor and Statutory Auditors on a regular basis.

10. Listing Fees

The Annual Listing Fee for the years 2023-2024 and 2024-2025 had been paid to those Stock Exchanges where the company''s shares are listed.

11. Corporate Social Responsibility (CSR)

Provision related to CSR under Section 135 of the Companies Act, 2013 are not applicable to the Company.

12. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil mechanism by way of internal reviews. The Company also has a "Whistle Blower Policy", the copy of which is available on the website of the Company, namelvhU.p://winsomemdia.in/news cvcnts.nhp

13. Prevention of Sexual Harassment At Work Places

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 there under.

The Company has constituted Internal Complaints Committee. Further, the Company''s Internal Complaints Committee look into the matter for its office and factory of the Company in compliance with the above mentioned Act and Rules for the FY 2020-2021, no case of sexual harassment was pending at the beginning, no case was received during the year nor did any case remain pending at the closure of the year.

14. Code of Conduct

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Managing Director is attached as ANNEXURE-A which forms a part of this Report of the Directors.

15. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo.

Information pursuant to section 134 of the Companies Act, 2013 read with the Companies (Accounts] Rules, 2014 are given below:

A. Conservation Of Energy:

The Company has taken measures in consultation with the technical experts to conserve use of power by

i. More Emphasis on elimination of waste.

ii. Improved efficiency of own generator by usage of diesel generator only for emergencies and as stand by.

iii. Preventive maintenance of various equipment''s for efficient utilization of energy.

B. Technology Absorption:

Disclosure of particulars with respect to technology absorption:-Research & Development

i. Specific Areas in which R&D carried out by the Company

a. Quality Up gradation.

b. Productivity enhancement.

c. Quality Control Management.

ii. Benefits Derived as Result of the above R&D: Increase in production.

iii. Future plan of action: Cost efficiency in manufacturing operations through better methods andF techniques of production.

iv. Expenditure in R & D: Specific expenditure of recurring or capital nature is not involved.

C. Foreign Exchange Earning And Outgo:-

Expenditure in Foreign Currency (on Accrual basis):

a. Travelling Expenses NIL

16. Management Discussion Analysis Report (MDAR):

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, is presented in a separate section which forms part of this Director’s Report.

17. Web address for Annual Return

The Company has placed its Annual Return (as at 31st March 2024] referred to in Section 92(3] in FORM MGT-7 format on the below mentioned web-ad d res s :htt]2i//wmsomti^^

18. Particulars of Employees

The particulars of employees are given in Annexure-C to this Report as required under Section 197(12] of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014.

19. Director(s) and Key Managerial Personnel

Your Board of Directors comprises of mix of Executive and Non-Executive Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, General Management and Strategy. Except the Independent Director, all the Directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.

There was NO change in the Directorship of the Company in the year during review, i.e. FY 2023-24.

As per Regulation 17(1A] of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements], Regulations 2015, the Board of Directors in their meeting held on 14^th August, 2024, has recommended the Re-appointment of Mrs. Sneh Bagrodia as Non-Executive Non-Independent Director subject to approval of members in the ensuing 32^nd Annual General Meeting, notwithstanding that Mrs. Sneh Bagrodia will cross 74 years of age on 25^th September, 2024.

There was NO change in the Key managerial Personnel of the Company in the year during review, i.e. FY 2023-24.

20. Retirement By Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Rajendra Bagrodia (DIN: 00178250), Director of the company is liable to retire by rotation at the ensuing Annual General Meeting of the Company.

21. Declaration Given by Independent Directors

All Independent Directors have given declarations/confirmation that they meet the criteria of independence as laid down under Section 149(6] of the Companies Act, 2013 and Regulation 16 (b] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

22. Director''s Responsibility Statement

Pursuant to Section 134(5] of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a] in the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 2021-2022 and of the profit of the company for that period;

c] the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d] the Directors have prepared the annual accounts on a going concern basis;

e] the Directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;

f] the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. Compliance of Secretarial Standard

During the year Company has done all the required compliances of Secretarial Standard -1 & 2 as prescribed by the Institute of Company Secretaries of India.

24. Board Evaluation

The Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

25. Independent Directors Meeting

During the year under review, the Independent Directors met on 20^th March, 2024 inter alia, to:

a] Review the performance of Non Independent Directors, and the Board of Directors as a whole;

b] Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

c] Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

d] All the Independent Directors were present at this meeting.

The Independent director authorised the Company Secretary of the Company to Act as Secretary to the Committee and to do all such deed and acts necessary for the calling, conducting of meeting, preparation of minutes and other formalities in consultancy with the chairman of the Committee.

The details of Familirisation Programme of the Independent Directors have been uploaded on the website of the Company which can be found at http://winsomeindia.in/news events.php

The observations made by the Independent Directors have been adopted and put into force.

26. Appointment and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel ("KMP"] and their remuneration. This Policy is described in the Corporate Governance Report.

27. Meetings of the Board

During the year Five (5) Meeting of the Board were held details of which are given in the Corporate Governance Report. The gap between the meetings was within the period prescribed under the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015. All other Committees also have met during the year and have helped the Board to provide direction to the management.

28. Committee

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements], Regulation, 2015:

A. Audit Committee

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

There was below mention changes in the constitution of the committee in the year under review:-

SI. No.	Name of Director	Position
1.	Mr. Amrit Mohinder Uttam	Chairman
2.	Mrs. Sneh Bagrodia	Member
3.	Mrs. Aruna Goenka	Member

B. Nomination and Remuneration Committee

The Board has in accordance with the provisions of sub-section (3] of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The salient features of the Remuneration Policy is available on Company''s website and can be accessed in the link provided herein below:http://winsomeindia.in/news events.php

There was below mention changes in the constitution of the committee in the year under review:-

SI. No.	Name of Director	Position
1.	Mr. Amrit Mohinder Uttam	Chairman
2.	Mrs. Sneh Bagrodia	Member
3.	Mrs. Aruna Goenka	Member

C. Stakeholders Relationship Committee

The Board has in accordance with Section 178(5) of the Companies Act, 2013 has constituted Stakeholder Relationship Committee to resolve all the grievances of the Stakeholders of the Company.

There was below mention changes in the constitution of the committee in the year under review:-

SI. No.	Name of Director	Position
1.	Mrs. Sneh Bagrodia	Chairman
2.	Mr. Amrit Mohinder Uttam	Member
3.	Mrs. Aruna Goenka	Member

29. Corporate Governance report

As per Regulation 34 (3) read with Schedule V of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance, together with a certificate from the Company’s Statutory Auditors confirming compliance forms part of this Annual Report as Annexure-D.

30. AuditorsA. Statutory Auditors

On recommendation of Audit Committee; The Board at its meeting held on August 21,

2023 approved the appointment of M/s. 0 P BAGLA Co LLP, Chartered Accountants (Firm Registration no. 000018N/N500091) as Statutory Auditors, subject to the approval of shareholders at the 31^st Annual General Meeting to fill the casual vacancy caused due to resignation of previous Statutory Auditor, APAS & Co., Chartered Accountants (Firm Regn. No. 000340C/C400308) for the period of one year till the conclusion f 32^nd Annual General Meeting.

The Members of the Company in the 31^st Annual General Meeting held on Saturday the 30^th September, 2023 appointed M/s O P BAGLA Co LLP, Chartered Accountants (Firm Registration no. 000018N/N500091) as Statutory Auditors of the Company for the period of 1 year till the conclusion of 32^nd Annual General Meeting to be held in the year

2024 on such remuneration as may be mutually decided by the Board of Directors.

Reply To Auditor''s Report:

The Auditor''s Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

B. Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, as amended, the Company has appointed M/s RSH & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report submitted by them in prescribed form MR-3 is annexed herewith as Annexure-E and forms an integral part of this Report

There are no qualifications or observations or other remarks by the Secretarial Auditors in their Report issued by them for the financial year 2022-2023 which call for any explanation from the Board of Directors.

C. Cost Auditor

The Company is not required to maintain cost records and to undertake cost audit in accordance with the provision of Companies Act, 2013.

D. Internal Auditor

M/s RPB and Associates, Chartered Accountants appointed as Internal Auditor of the Company.

31. Disclosures With Respect To Employees Stock Option Scheme

The Company does not have any Employees Stock Option Scheme.

32. Related Party Transaction.

All transactions/contracts/arrangements entered into by the Company with related party[ies] as defined under the provisions of Section 2(76] of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm''s length basis. Further, none of these contracts / arrangements /transactions with related parties could be considered material in nature as per the thresholds given in Rulel5(3] of the Companies (Meetings of Board and its Powers] Rules, 2014 and hence no disclosure is required to be given in this regard.

Disclosure of Related Party Transaction with Person or Entity belonging to Promoter & Promoter Group:

The Company had not entered into related part transaction^] with any person or entity belonging to the Promoter Group that holds 10% or more shareholding of the Company.

33. Risk Management

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. This framework seeks to minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The framework also defines the risk management approach across the enterprise at various levels.

Risk Management forms an integral part of the Company''s planning process. Audit Committee of the Board reviews the process of risk management

34. Significant And Material Orders Passed By The Regulatory Bodies / Courts

There were no significant or material orders passed by any Regulatory Bodies/ Court against the Company.

35. Particulars of Loans, Guarantees or Investments by the Company

Details of Loans, Guarantees and Investments are given in the notes to Financial Statements.

36. State Of Company’s Affairs

Your company was engaged during the year in the business of brewers, distillers, and manufacturers .dealers in beers, wine, aerated waters, mineral waters and liquors of every description whether intoxication or not.

37. Fraud Reporting

The Company is a very well-managed Company and the Statutory Auditors did not come across any occurrence or brewing of any Fraud in the Company.

38. Internal Financial Controls And Its Adequacy With Respect To The Finanical Statements

The Company has in place an adequate system of internal financial control with respect to its financial statements which helps in ensuring orderly and efficient preparation of financial statements. There is timely preparation of reliable financial information so as to enable the management to take informed decisions.

39. Details Of Application Made Or Any Proceeding Pending Under The Insolvency And Bankruptcy Code, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 [31 of 2016) during the year alongwith their status as at the end of the financial year.

41. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

No one time settlement done by the Company, So there is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

42. Acknowledgment

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, bankers, employees, Government agencies, local authorities and the immediate society for their un-stinted support and co-operation during the year.

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Mar 31, 2023

Your Directors have pleasure in presenting the Thirty First (31 st) Annual Report of Winsome Breweries Limited along with Audited Financial Statements for the Financial Year (FY) ended March 31 st 2023.

HIGHLIGHTS OF PERFORMANCE

Income for the year is decreased from Rs. 1288.22 Lakhs in 2022 to Rs. 283.36 Lakhs in 2023. Profit before tax increased from Rs .(181.47) Lakhs in the previous year 2022 to Rs. (99.79) Lakhs in the current year 2023.Total Comprehensive income is also increased from Rs. (144.04) Lakhs in the previous year 2022to (78.79) Lakhs in thecurrentyear2023.

1. Financial Results

Thefinancial performance of Winsome Breweries Limited forthe financial year ended March 31,2023 is summarised below:

Particulars	Current Year	Previous Year
	31st March 2023	31st March 2022
	(in Rupees)	(in Rupees)
TotTotal income	283.36	1288.22
Profit before depreciation	(99.79)	(181.47)
Profit before tax	(99.79)	(181.47)
Less: Tax Exp	(20.08)	(41.75)
Profit after tax	(81.01)	(139.72)
IN DAS Adjustments	(10.20)	(19.30)
Total Comprehensive Income	(78.79)	(144.04)
Transfer To General Reserves	NIL	NIL

2. Future Prospects

The company is making efforts continuously to improve its business operations. In view of the above, prospectus of the Company appears bright in nearfuture.

3. Transferto Reserves

TheCompanyhasnottransferredanyamounttothe General Reserve out of amount availablefor appropriations.

4. Dividend

In view ofthe inadequate profits, the Directors express theirinability to recommend any dividend forthe yearunder review.

5. Share Capital

TheAuthorised Share Capital of theCompany is Rs. 27,75,00,000/-(Rupees Twenty Seven Crore Seventy Five Lakh) comprising of 2,77,50,000 (Two Crore Seventy Seven Lakh Fifty Thousand) Equity Shares of Rs. 10 (Rupees Ten) each. The Issued, Subscribed and Paid-up Equity Share Capital ofthe Company is Rs. 27,66,89,000{Rupees Twenty Seven Crore Sixty Six Lakhs Eighty Nine Thousand) consisting of 2,76,68,900 (Two Crore Seventy Six Lakhs Sixty Eight Thousand Nine Hundred) Equity Shares of Rs. 10 (Rupees Ten) each.

The Company has not allotted any shares during the year under review.

6. Deposits

The company has not accepted any public deposits during FY 2022-2023 from the members or the general public. There are no small depositors in the Company. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of theAct is not applicable.

7. ChangeintheNatureof Business

The Company has not undergone any changes in the nature ofthe business during thefinancial year.

8. Subsidiaries, Associates and Joint Venture Companies

During theyear under review, yourCompany did nothave any subsidiary, associateand joint venture company.

9. Internal Process & Financial Control

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company''s internal controls are tested for adequacy and effectiveness by the Internal Auditor and Statutory Auditors on a regular basis.

10. Listing Fees

TheAnnual Listing Feefortheyears 2022-2023and 2023-2024 had been paid to those Stock Exchanges where the company''s shares are listed.

11. Corporate Social Responsibility (CSR)

Provision related to CSR under Section 135 of the Companies Act, 2013 are not applicable to the Company.

12. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism byway of internal reviews. The Company also has a “Whistle Blower Policy", the copy of which is available on the website of the Company namely htto://winsomeindia.in/news events.oho

13. Prevention of Sexual HarassmentAtWork Places

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 ofWomen at Workplace {Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The Company has constituted Internal Complaints Committee. Further, the Company''s Internal Complaints Committee look into the matter for its office and factory of the Company in compliance with the above mentioned Act and Rules for the FY 2020-2021, no case of sexual harassment was pending atthe beginning, no case was received during the year nor did any case remain pending at the closure of the year.

14. Code of Conduct

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with theCode of Conductapplicableto the Directors and employees of the Company and the declaration in this regard made by the Managing Director is attached as ANNEXURE-A which forms a part of this Report of the Directors.

15. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo.

Information pursuantto section 134 of theCompanies Act, 2013read with the Companies (Accounts) Rules, 2014 are given below:

A. Conservation Of Energy:

The Company has taken measures in consultation with thetechnical experts to conserve use of power by

i. More Emphasis on elimination ofwaste.

ii. Improved efficiency of own generatorby usage of diesel generator onlyfor emergencies and as stand by.

Hi. Preventive maintenance of various equipment''sfor efficient utilization of energy.

B. Technology Absorption:

Disclosure of particulars with respect to technology absorption:-Research & Development

i. SpecificAreas in which R&D carried out by the Company

a. Quality Up gradation.

b. Productivity enhancement.

c. Quality Control Management.

ii. Benefits Derived as Result of the above R&D: Increasein production.

iii. Future plan of action: Cost efficiency in manufacturing operations through better methods andFtechniques of production.

iv. Expenditure in R & D: Specific expenditure of recurring or capital nature is not involved.

C. Foreign Exchange Earning And Outgo:-Expenditure in Foreign Currency {on Accrual basis):

a. Travelling Expenses NIL

16. Management Discussion Analysis Report (MDAR):

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section which forms part of this Director''s Report.

17. WebaddressforAnnualReturn

The Company has placed its Annual Return {as at 31st March 2023) referred to in Section 92(3) in FORM MGT-7 format on the below mentioned web-address:http://winsomeindia.in/news events.php

18. Particulars of Employees

The particulars of employees are given in Annexure-Ctothis Report as required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. Directors) and Key Managerial Personnel

Your Board of Directors comprises of mix of Executive and Non-Executive Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, General Management and Strategy. Except the Independent Director, all the Directors are liable to retire by rotation as perthe provisions of theCompanies Act, 2013.

There was below mentioned change in the Directorship oftheCompany intheyear during review, i.e. In FY 2022-23:

Mr. Dipankar Sen Gupta (DIN: 00197547) resigned from the Board as Non-Executive Independent Director as on 13.08.2022 and Mrs. Aruna Goenka (DIN: 00256167) was appointed on the same day on Board as Non-Executive Independent Director on recommendation of Nomination and Remuneration Committee and approval by the Board.

Mrs. Aruna Goenka (DIN: 00256167) was thereafter; ratified as Non-Executive Independent Director in the AGM of the Company held on 30.09.2022.

Mr.Amrit MohinderUttam (DIN: 02929322) was re-appointed on the Board as Non-Executive Independent Director for the 2^nd consecutive term of five (5) years in the AGM of the Company held on 30.09.2022.

Mr. Rajendra Kumar Bagrodia (DIN: 00178250 was re-appointed on the Board as Executive Director- Managing Director for the T consecutive

term of five (5) years in theAGM of the Company held on 30.09.2022.

There was NO change in the Key managerial Personnel of the Company in the year during review, i.e. FY 2022-23.

20. Retirement By Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Rajendra Bagrodia (DIN: 00178250), Director of the company is liable to retire by rotation at the ensuing Annual General Meeting of the Company.

21. Declaration Given by Independent Directors

All Independent Directors have given declarations/confirmation that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. Director’s ResponsibilityStatement

Pursuant to Section 134(5) oftheCompanies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relatingto material departures, ifany;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudentsoas to give a true andfair view ofthe state of affairs of the company at the end of the financial year 2021-2022 and of the profit of the company forthat period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions oftheCompaniesAd,2013, for safeguarding the assets ofthe Company and forpreventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;

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

23. Compliance of Secretarial Standard

During the year Company has done all the required compliances of Secretarial Standard -1 & 2 as prescribed by the Institute of Company Secretaries of India.

24. Board Evaluation

The Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

25. Independent Directors Meeting

During theyearunderreview, the Independent Directors met on 20^th1 March, 2023 interalia, to:

a) Review the performance of Non Independent Directors, and the Board of Directors as a whole;

b) Review the performance of the Chairman ofthe Company, taking into accountthe views ofthe Executive and Non-Executive Directors.

c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

d) All the Independent Directors were present atthis meeting.

The Independent directorauthorisedtheCompany Secretary of the Company to Act as Secretary tothe Committee and to do all such deed and acts necessary forthe calling, conducting of meeting, preparation of minutes and otherformalities in consultancy with thechairman of the Committee. The details of Familirisation Programme of the Independent Directors have been uploaded on the website of the Company which can be found at http://winsomeindia.in/news events.php

The observations made by the Independent Directors have been adopted and put into force.

26. Appointment and Remuneration PolicyforDirectors, Key Managerial Personnel and Other Employees

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel (“KMP”) and their remuneration. This Policy is described in the Corporate Governance Report.

27. Meetings of the Board

During the year Four (4) Meeting of the Board were held details of which are given in the Corporate Governance Report. The gap between the meetings was within the period prescribed under the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All otherCommittees also havemetduringtheyearand have helped the Board to provide direction tothe management.

28. Committee

The Board of Directors of your Company has constituted the following committees in terms ofthe provisions ofthe Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015:

Mr. Dipankar Sen Gupta (DIN: 00197547) resigned from the Board as Non-Executive Independent Director as on 13.08.2022 and Mrs. Aruna Goenka (DIN: 00256167) was appointed on the same day on Board as Non-Executive Independent Director on recommendation of Nomination and Remuneration Committee and approval by the Board.

Mrs. Aruna Goenka (DIN: 00256167) was thereafter; ratified as Non-Executive Independent Director in the AGM of the Company held on 30.09.2022.

A. Audit Committee

During the yearunder review, the Board of Directors of the Company had accepted all the recommendations ofthe Committee.

There was below mention changes in the constitution ofthe committee in theyearunder review:-
SI. No.	Name of Director	Position
1.	Mr. Amrit Mohinder Uttam	Chairman
2.	Mrs. Sneh Bagrodia	Member
3.	Mrs. Aruna Goenka	Member

B. Nomination and Remuneration Committee

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The salient features of the Remuneration Policy is available on Company''s website and can be accessed in the link provided herein below:http://winsomeindia.in/news events.oho

There was below mention changes in the constitution of the committee in the year under review:-

SI. No.	Name of Director	Position
1.	Mr. Amrit Mohinder Uttam	Chairman
2.	Mrs. Sneh Bagrodia	Member
3.	Mrs. Aruna Goenka	Member

C. Stakeholders Relationship Committee

The Board has in accordance with Section 178(5) of the Companies Act, 2013 has constituted Stakeholder Relationship Committee to resolve all the grievances ofthe Stakeholders ofthe Company.

There was below mention changes in the constitution ofthecommitteeintheyearunderreview:-

SI. No.	Name of Director	Position
1.	Mrs. Sneh Bagrodia	Chairman
2.	Mr. Amrit Mohinder Uttam	Member
3.	Mrs. Aruna Goenka	Member

29. Corporate Governance report

As per Regulation 34 (3) read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance, together with a certificate from the Company''s Statutory Auditors confirming compliance forms part of this Annual Report as Annexure-D.

30. Auditors

A. StatutoryAuditors

On recommendation of Audit Committee; The Board at its meeting held on August 13,2022 approved the re-appointment of M/s. APAS & Co., Chartered Accountants (Firm Regn. No. 000340C/C400308) as StatutoryAuditors, subject tothe approval of shareholders at the 30^,h Annual General Meeting.

The Members ofthe Company in the 30*¹ Annual General Meeting held on Friday the 30^,h September, 2022 re-appointed M/s. APAS & Co. LLP, Chartered Accountants (Firm Regn. No. 000340C/C400308) as StatutoryAuditors ofthe Company forthe 2"^a consecutive term of five (5) years and they hold office till the conclusion of 35^th Annual General Meeting to be held in the year 2027 on such remuneration as may be mutually decided by the Board of Directors.

ReoivTo Auditor''s Report:

TheAuditor’s Report to the members does not contain any qualification or adverse remarks on thefinancial reporting and disclosure ofthe Company. The Notes to Accounts forming part ofthe financial statements are self-explanatory and need nofurther explanation.

B. SecretarialAuditor

Pursuant to provisions of section 204 ofthe Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company has appointed M/s RSH &Associates, Company Secretaries in practice to undertake the Secretarial Audit ofthe Company. The Secretarial Audit report submitted by them in prescribed form MR-3 is annexed herewith as Annexure-E and forms an integral part of this Report

There are no qualifications or observations or other remarks by the Secretarial Auditors in their Report issued by them forthe financial year 2022-2023 which call for any explanation from the Board of Directors.

C. CostAuditor

The Company is not required to maintain cost records and to undertake cost audit in accordance with the provision of Companies Act, 2013.

D. Internal Auditor

M/s RPB and Associates, Chartered Accountants appointed as Internal Auditor of the Company.

31. Disclosures With RespectToEmployeesStockOptionScheme The Company does not have any Employees Stock Option Scheme.

32. Related PartyTransaction.

All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm’s length basis. Further, none of these contracts / arrangements /transactions with related parties could be considered material in nature as per the thresholds given in Rulel 5(3) of the Companies {Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. Disclosure of Related PartyTransaction with Person or Entity belonging to Promoter & Promoter Group:

The Company had not entered into related part transaction(s) with any person or entity belonging to the Promoter Group that holds 10% or more shareholding of the Company.

33. Risk Management

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. This framework seeks to minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The framework also defines the risk management approach across the enterprise at various levels.

Risk Management forms an integral part of the Company’s planning process. Audit Committee of the Board reviews the process of risk management.

34. Significant And Material Orders Passed By The Regulatory Bodies/Courts

There were no significant or material orders passed by any Regulatory Bodies/Court againstthe Company.

35. Particulars of Loans, Guarantees or Investments by the Company

Details of Loans, Guarantees and Investments are given in the notes to Financial Statements.

36. State Of Company’sAffairs

Your company was engaged during the year in the business of brewers, distillers, and manufacturers .dealers in beers, wine, aerated waters, mineral waters and liquors of every description whetherintoxication ornot.

37. Fraud Reporting

The Company is a very well-managed Company and the Statutory Auditors did not come across any occurrence or brewing of any Fraud in the Company.

33. Internal Financial ControlsAndltsAdequacy With Respect To The Finanical Statements

The Company has in place an adequate system of internal financial control with respect to its financial statements which helps in ensuring orderly and efficient preparation of financial statements. There is timely preparation of reliable financial information so as to enable the management to take informed decisions.

39. Details Of Application Made Or Any Proceeding Pending UnderThe Insolvency And Bankruptcy Code, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith theirstatusasattheendofthefinancialyear.

40. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

No one time settlement done by the Company, So there is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

41. Acknowledgment

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, bankers, employees, Government agencies, local authorities and the immediate societyfortheir un-stinted support and co-operation during theyear.

Date: 21.08.2023 On Behalf ofthe Board of Directors

Place: New Delhi ForWinsome Breweries Limited

Rajendra Kumar Bagrodia (Chairman cum Managing Director) DIN: 00173250 S-521, Greater Kailash Part II, New Delhi-110043

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Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting their Annual Report and the Audited Statement of Accounts for the year ended on 31stMarch 2015.

1. HIGHLIGHTS OF PERFORMANCE

Income for the year increased from Rs. 635838914.97 in 2014 to Rs. 753604326.26 in 2015.Profit before tax increased from Rs. 8877449.66 in the previous year 2014 to Rs. 19997664.63 in the current year 2015.Net Profit increased from Rs.7632311 in the previous year 2014 to Rs. 15454026.63 in the current year 2015.

2. FINANCIAL RESULTS

CURRENT YEAR PREVIOUS YEAR 31st march 2015 31st march 2014 (in Rs.)

Total income 753604326.26 635838914.97

Profit before depreciation 2749763.56 13686032.61

Profit before tax 19997664.63 8877449.66

Less: Provision For Tax 4543638 1245138.66

Profit after tax 15,454,026.63 7,632,311.00

Less : Transfer To General Reserves Nil Nil

CHANGE IN NATURE OF BUSINESS

During the year, the company's turnover has been increased by 18.52% and PBT increased by 125% over the previous year. Having achieved this growth, the company is fast emerging as an infrastructure player in all sectors.

THE PROPOSED AMOUNTS TO RESERVES

The company has not transfer any amount to General Reserves.

DIVIDEND

In view of the of profits, the Directors express their inability to recommend any dividend for the year under review.

DEPOSITS

The company has not accepted deposit from the members or the general public as on 31st March,2015. There are no small depositors in the company.

NUMBER OF MEETINGS OF THE BOARD

The following Meetings of the Board of Directors were held during the Financial Year 2014-15:

31st May, 2014, 14th August 2014, 14th November 2014, 11th December, 2014 31st January,2015,02nd February,2015,10th February,2015.

The intervening gap between the Meetings was with in the period prescribed under the Companies Act, 2013.

DISCLOSURE IF THE VOTING RIGHTS ARE NOT EXERCISED BY EMPLOYEES

Pursuant to section 67 (3) of the Companies Act,2013 read with rule 12(9) of the companies (share capital and Debentures) rules,2014 there is no exercise done for the Employee stock option scheme during the year 2014-15.So disclosure is not required.

REPORT OF THE UTILISATION OF PROCEEDS ON THE PUBLIC, RIGHT ISSUE AND PREFERENTIAL ALLOTMENT OF SECURITIES.

During the year under review there is no proceeds have come from the Public, Right issue and preferential allotment of securities in the Company.

REPORT ON CORPORATE GOVERNANCE

As required by Clause 49 ofthe listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditors Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

INTERNAL AUDITOR

M/s D A R P N And Company, Chartered Accountants were appointed as Internal Auditor of the Company. They have also expressed their expressed their willingness to act as auditors of the company, if appointed and further confirmed that the said appointment would be in conformity with the provisions of section 138 to 141 of the Companies Act, 2013. Your director propose to ratify their appointment for the financial year 2015-16

AUDITORS

The Auditors O.P. Bagla & Co., Chartered Accountants, New Delhi, be and is hereby re-appointed as the Statutory Auditors of the Company.

SECRETARIAL AUDITOR

Pursuant to Section 204 of Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Nitin Gupta a practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in MR-3 is annexed herewith forming part of this Annual Report.

COST AUDIT

The cost audit is not applicable to the Company.

EXPLANATION OR COMMENTS BY THE BOARD ON AUDITOR'S REPORT & SECRETARIAL AUDIT REPORT

The observation made in the Auditors Report read together with relevant notes theron are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013 As required under section 204(1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations in the Secretarial Audit Report regarding late filling of e-forms for the appointment of Women Director as Whole-time Director and delay filling of monthly return in ECB-2 to be filled with Reserve Bank of India. However, the Company ensures that in future all the provisions will complied on time.

PARTICULARS OF EMPLOYEES :

There was no employee whose remuneration was in excess of the limits prescribed under section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) & (3) of rules The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

THE DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility is not applicable to the company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Director's Responsibility Statement pursuant to section 134 (5) of the Companies Act, 2013 shall state that:-

(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 directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Pursuant to section 149(7) of the Companies Act, 2013 declaration from Independent Director namely Mr. Sumer Chand Jain, Mr. Sushil Chand Jain & Mr. Dipankar Sengupta have been received at the First meeting of the Board of financial year 2014-15 have been complied with.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee. The Chairman of the Committee is Mr. Sushil Kumar Jain, Independent Director and the other 2 Independent directors members are Mr. Dipankar Sengupta and Mr. Sumer Chand Jain.

Nomination and Remuneration Committee have policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes independence of a director and other matters.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Company has an Audit Committee comprising of 3 members all of whom are independent Directors. The Chairman of the Committee is Mr. Sushil Kumar Jain with Mr. Sumer Chand Jain and Mr. Dipankar Sengupta as its members.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The investment made by the company is with in prescribed limit as provided in section 186.The details of Investment made by the company are given in notes to the financial statements.

RELATED PARTIES TRANSACTIONS

All related party transactions that were entered into during the financial year were on Arm' Length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict interest of the company at large.

A RISK MANAGEMENT POLICY OF THE COMPANY

The Company has adequate Risk Management Policy includes assets of the Company are adequately insured against the loss of fire , riot, earthquake, terrorism, loss of profit, etc. and other risk are considered necessary by the management.

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

There is no sexual harassment complaints received during the year 2014-15.

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

Information pursuant to section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure - A forming part of this Report

A STATEMENT ON FORMAL ANNUAL EVALUATION

Pursuant to the provisions of Section 134 (3P) of the Companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Remuneration Committees. The manner in which the evaluation has been carried is satisfactory.

EXTRACT OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (appointment & remuneration) Rules, 2014

The extract of Annual Return in form no. MGT 9 as per section 134 (3a) of Companies Act, 2013 duly certified by the Practicing Company Secretary is annexed hereto in Annexure - B forming part of this Report.

Further the Disclosure in the Board Report under Rule 5 of Companies (Appointment & remuneration) Rules,2014 is also annexed hereto after extract of Annual Return.

ACKNOWLEDGMENT :

Your Directors wish to record their appreciation for good teamwork rendered by employees in performance of their duties. The Director will also like to thanks Customers, Suppliers, and various Central as well as State Government Departments.

Date : New Delhi On order of the Board of Directors Place : 13th August, 2015 For Winsome Breweries Limited

R.K. Bagrodia Chairman & Managing Director

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Mar 31, 2014

TO THE MEMBERS,

The Directors are pleased to present their Twenty Second Annual Report together with the Audited Financial Statement of your Company for the year ended on 31st March 2014.

FINANCIAL RESULTS :

(Amount in Rs.)

2013- 2014 2012-2013

Sales 609730231.25 631814906.76 Profit/ (loss) before 22563482.27 27362197.99

Depreciation Less

Depreciation 13686032.61 13278223.04

Net Profit/ (Loss) for the year before 8877449.66 14083974.95

Exceptional/extraordinary items & Tax

Exceptional/Extraordinary items 0.00 0.00

Profit/(Loss) before tax 8877449.66 14083974.95

Provision for Tax

- Current Tax 1800000.00 3000000.00

- Deferred Tax (618799.34) 235113.21

- Income Tax Adjustment 63938.00 102768.00

Net Profit/(Loss) after Tax 7632311.00 10746093.74

DIVIDEND :

In view of the above financial results and inadequacy of profits, your Directors express their inability to recommend any dividend for the year under review.

OPERATIONS :

During the fiscal under review, turnover of the Company Decreased from Rs. 6318.14 Lac to Rs. 6097.30 Lac and earned profit of Rs. 88.77 Lac against last year profit of Rs. 140.84 Lac. However the company is striving hard to further increase the utilisation of the capacity as well as profitability this year.

FUTURE PROSPECTS:

The company is continuing its arrangement with United Breweries Limited and has continuously increased its capacity and capacity utilisation. In order to have maximum capacity utilisation, your company is also discussing the possibilities of tie up with several other foreign companies, as they consider our plant as one of the best in India. Your directors strongly feel that the Company''s financial position and profitability will definitely increase due to all these arrangements. AUDITOR''S REPORT AND RE-APPOINTMENT:

With reference to the observations made by the Auditors in their report, the Directors wish to state that the observations have been dealt with, by making relevant notes in the Accounts and do not require any further clarification/comments. Your Company''s auditors M/s O. P Bagla & Co. retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for the re-appointment. You are requested to appoint the Auditors and fix their remuneration. DIRECTORS:

On 29.05.2013 Mr. Sumer Chand Jain has joined the Company as a Non-Executive Director & Mr. Ved Pal Choudhary has ceased from the office of director w.e.f. 29.05.2013. In accordance with the Companies Act and Articles of Associa- tion of the Company, Mr. Sumer Chand Jain and Mr. Sushil Kumar Jain, Directors of the Company will retire by rotation and being eligible, offer themselves for the re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors state that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to materials departures in the financial statement.

2. The accounting policies have been selected and applied consistently and judgements and estimates have been reasonably & prudently made when required so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit & loss of the Company for the period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts for the financial year have been prepared as an on- going concern basis.

PUBLIC DEPOSITS :

Your Company has not accepted any public deposits. Hence there is no outstanding amount as on date.

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

Information pursuant to Section 217 (I) (c) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure, forming part of this report.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee whether employed lor the whole of the year or part of the year was drawing remuneration exceeding the limit as laid down U/s 217 (2A) of the Companies Act, 1956. Therefore, the information as required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975, is not required to be given.

ACKNOWLEDGEMENTS:

The directors place on record their deep appreciation for the dedication and efforts of the executives, staff and workers of the company at all levels. Your Directors are especially thankful to the esteemed shareholders for their continued trust and confidence which they have reposed in the Company.

For and on behalf of the Board

Place : New Delhi (R. K. Bagrodia) Dated :14th Aug, 2014 (Chairman-Cum-Managing Director)

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Mar 31, 2013

TO THE MEMBERS,

The Directors are pleased to present their Twenty First Annual Report together with the Audited Financial Statement of your Company for the year ended on 31st March 2013.

FINANCIAL RESULTS:

(Amount in Rs.)

2012- 2013 2011-2012 Sales 631814906.76 563933020.68

ProfiV(loss) before 27362197.99 30985195.58

Depreciation

Less

Depreciation 13278223.04 19931559.30

Net Profit/(Loss) for the year before 14083974.95 11053636.28

Exceptional/Extraordinary items & Tax

Exceptional/Extraordinary items 0.00 0.00

Profit/(Loss, before tax 14083974.95 11053636.28

Provision for Tax

- Current Tax 3000000.00 2250000.00

- Deferred Tax 235113.21 4705258.15

- Income Tax Adjustment 102768.00 25178.00

Net Profit/(Loss) after Tax 10746093.74 4073200.13

DIVIDEND:

In view of the above financial results and not adequate profits, your Directors express their inability to recommend any dividend for the year under review.

OPERATIONS:

During the fiscal under review, turnover of the Company Increased from Rs. 5639.33 Lac to Rs. 6318.14 Lac and earned profit of Rs. 140.84 Lac against last year profit of Rs. 110.54 Lac. However the company is striving hard to further increase the utilisation of the capacity as well as profitability this year.

FUTURE PROSPECTS:

The company is continuing its arrangement with United Breweries Limited and has continuously increased its capacity and capacity utilisation. In order to have maximum capacity utilisation, your company is also discussing the possibilities of tie up with several other foreign companies, as they consider our plant as one of the best in India. Your directors strongly feel that the company''s financial position and profitability will definitely increase due to all these arrangements.

AUDITOR''S REPORT AND REnAPPOINTMENT:

With reference to the observations made by the Auditors in their report, the Directors wish to state that the observations have been dealt with by making relevant notes in the Accounts and do not require any further clarification/comments. Your Company''s auditors M/s O. P. Bagla & Co. retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for the re-appointment. You are requested to appoint the Auditors and fix their remuneration.

DIRECTORS:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Mr. Dipanker Sen Gupta and Mrs. Sneh Bagrodia, Directors of the Company will retire by rotation and being eligible offer themselves for the re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956 your Directors state that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to materials departures in the financial statement.

2. The accounting policies have been selected and applied consistently and judgements and estimates have been reasonably & prudently made when required so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit & loss of the Company for the period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts for the financial year have been prepared as an on- going concern basis.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits under the provision of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

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

Information pursuant to Section 217 (I) (c) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure, forming part of this report.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee whether employed for the whole of the year or part of the year was drawing remuneration exceeding the limit as laid down U/s 217 (2A) of the Companies Act, 1956. Therefore, the information as required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975, is not required to be given.

ACKNOWLEDGEMENTS:

The directors place on record their deep appreciation for the dedication and efforts of the executives, staff and workers of the company at all levels. Your Directors are specially thankful to the esteemed shareholders for their continued trust and confidence which they have reposed in the Company.

For and on behalf of the Board

Place: New Delhi (R.K. Bagrodia)

Date: 31st May, 2013 (Chairman-Cum-Managing Director)

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Mar 31, 2010

The Directors are pleased to present their Eighteenth Annual Report together with the Audited Financial Statement of your Company for the year ended on 31st March 2010.

FINANCIAL RESULTS : (Amount in Rs.)

2009- 2010 2008-2009

Sales 47,58,62,446.00 15,26,90,839.90

Profit/(loss) before 2,94,62,926.88 2,06,44,779.61

Depreciation Less *

Depreciation 1,96,74,856.04 2,08,09,180.02

Net Profit/(Loss) for the year 97,88,070.84 (1,64,400,41)

Adjustments

1. Prior Period Expenses 23,250.00 7350.00

2. Provision for Bad debts written off 0.00 71,31,577.95

Profit/(Loss) available for appropriation 97,64820.84 69,59,827.54 Provision for Tax

- Current Tax 15,10,000.00 0.00

- Fringe Benefit Tax 0.00 1,78,983.00

- Fringe Benefit Tax adjustment (7,843.00) 13,429.00

- Deferred Tax 10.61.734.94 58.56.585.64

Net Profit/(Loss) after Tax 72.00.928.90 9.10.829.90



DIVIDEND:

In view of the above financial results and not adequate profits, your Directors express their inability to recommend any dividend for the year under review.

OPERATIONS:

During the fiscal under review, turnover of the Company increased from Rs. 1526.91 Lac to Rs. 4758.62 Lac and earned profit of Rs. 97.88 Lac against last year loss of Rs. 1.64 Lac. However the company is striving hard to further increase the utilisation of the capacity as well as profitability this year.

FUTURE PROSPECTS:

The company is continuing its arrangement with United Breweries Limited and has continuously increased its capacity utilisation. In order to have maximum capacity utilisation, your company is also discussing the possibilities of tie up with several other foreign companies, as they consider our plant as one of the best in India. Your directors strongly feel that the companys financial position and profitability will definitely increase due to all these arrangements.

AUDITORS REPORT AND RE-APPOINTMENT

With reference to the observations made by the Auditors in their report, the Directors wish to state that the observations have been dealt with by making relevant notes in the Accounts and do not require any further clarification/comments. Your Companys auditors M/s O. P. Bagla & Co. retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for the re-appointment. You are requested to appoint the Auditors and fix their remuneration.

DIRECTORS:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Mrs. Sneh Bagrodia, Director of the Company will retire by rotation and being eligible offers herself for the re-appointment. During the financial year under review one of our Directors Lt. Gen. V. K. Sood. (Retd.) expired on 24.03.2010 and in his place Mr. Ved Pal Choudhary was appointed as the Director of the company.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956 your Directors state that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to materials departures in the financial statement.

2. The accounting policies have been selected and applied consistently and judgements and estimates have been reasonably & prudently made when required so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit & loss of the Company for the period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts for the financial year have been prepared on an on going concern basis. PUBLIC DEPOSITS:

Your Company has not accepted any public deposits under the provision of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

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

Information pursuant to Section 217 (I) (c) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure, forming part of this report.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee whether employed for the whole of the year or part of the year was drawing remuneration exceeding the limit as laid down U/s 217 (2A) of the Companies Act, 1956. Therefore, the information as required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (particularsof Employees) Rules, 1975, is not required to be given.

ACKNOWLEDGEMENTS:

The directors place on record their deep appreciation for the dedication and efforts of the executives, staff and workers of the company at all levels. Your Directors are specially thankful to the esteemed shareholders for their continued trust and confidence which, they have reposed in the Company.

For and on behalf of the Board

Place: New Delhi (R.K. Bagrodia)

Date: 27 August 2010 (Chairman-Cum-Managing Director)