FORM NO.

MGT-7
[Pursuant to sub-Section(1) of section 92 of
Annual Return
the Companies Act, 2013 and sub-rule (1) of
(other than OPCs and Small
rule 11of the Companies (Management and Companies)
Administration) Rules, 2014]

Form language English Hindi

Refer the instruction kit for filing the form.

I. REGISTRATION AND OTHER DETAILS

(i) * Corporate Identification Number (CIN) of the company Pre-fill

Global Location Number (GLN) of the company

* Permanent Account Number (PAN) of the company

(ii) (a) Name of the company

(b) Registered office address

(c) *e-mail ID of the company

(d) *Telephone number with STD code

(e) Website

(iii) Date of Incorporation

(iv) Type of the Company Category of the Company Sub-category of the Company

(v) Whether company is having share capital Yes No

(vi) *Whether shares listed on recognized Stock Exchange(s) Yes No

Page 1 of 16
 (a) Details of stock exchanges where shares are listed

S. No. Stock Exchange Name Code

(b) CIN of the Registrar and Transfer Agent Pre-fill

Name of the Registrar and Transfer Agent

Registered office address of the Registrar and Transfer Agents

(vii) *Financial year From date 01/04/2021 (DD/MM/YYYY) To date 31/03/2022 (DD/MM/YYYY)

(viii) *Whether Annual general meeting (AGM) held Yes No

(a) If yes, date of AGM 16/09/2022

(b) Due date of AGM 30/09/2022

(c) Whether any extension for AGM granted Yes No
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

*Number of business activities 2

S.No Main Description of Main Activity group Business Description of Business Activity % of turnover
Activity Activity of the
group code Code company

I I1

I I2

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

(INCLUDING JOINT VENTURES)

*No. of Companies for which information is to be given 24 Pre-fill All

S.No Name of the company CIN / FCRN Holding/ Subsidiary/Associate/ % of shares held
Joint Venture

Page 2 of 16
IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY

Page 3 of 16
(i) *SHARE CAPITAL
(a) Equity share capital

Particulars Authorised Issued Subscribed

capital capital Paid up capital
capital
Total number of equity shares
270,834,000 211,251,719 211,251,719 211,251,719

Total amount of equity shares (in

2,708,340,000 2,112,517,190 2,112,517,190 2,112,517,190
Rupees)

Number of classes 1

Class of Shares Issued

Authorised capital Subscribed
Paid up capital
Equity Shares capital capital
Number of equity shares
270,834,000 211,251,719 211,251,719 211,251,719
Nominal value per share (in rupees)
10 10 10 10
Total amount of equity shares (in rupees)
2,708,340,000 2,112,517,190 2,112,517,190 2,112,517,190

(b) Preference share capital

Particulars Authorised Issued Subscribed
capital capital Paid-up capital
capital
Total number of preference shares
3,500,000 0 0 0

Total amount of preference shares

35,000,000 0 0 0
(in rupees)

Number of classes 1

Class of shares Issued

Authorised capital Subscribed
Paid up capital
Compulsorily Convertible Preference Shares capital capital

Number of preference shares

3,500,000 0 0 0
Nominal value per share (in rupees)
10 10 10 10
Total amount of preference shares (in rupees)
35,000,000 0 0 0

(c) Unclassified share capital

Particulars Authorised Capital
Total amount of unclassified shares

(d) Break-up of paid-up share capital

Total Total Total
Class of shares Number of shares nominal Paid-up premium
amount amount

Equity shares Physical DEMAT Total

At the beginning of the year

252 211,251,467 211251719 2,112,517,1 2,112,517,

Page 4 of 16
Increase during the year 0 0 0 0 0 0

i. Pubic Issues
0 0 0 0 0 0

ii. Rights issue

0 0 0 0 0 0

iii. Bonus issue

0 0 0 0 0 0

iv. Private Placement/ Preferential allotment

0 0 0 0 0 0

v. ESOPs
0 0 0 0 0 0

vi. Sweat equity shares allotted

0 0 0 0 0 0

vii. Conversion of Preference share 0 0 0 0 0 0

viii. Conversion of Debentures
0 0 0 0 0 0

ix. GDRs/ADRs
0 0 0 0 0 0

x. Others, specify
0 0
Nil
Decrease during the year
0 0 0 0 0 0
i. Buy-back of shares
0 0 0 0 0 0

ii. Shares forfeited

0 0 0 0 0 0

iii. Reduction of share capital

0 0 0 0 0

iv. Others, specify

0 0
Nil
At the end of the year
252 211,251,467 211251719 2,112,517,1 2,112,517,

Preference shares
At the beginning of the year
0 0 0 0 0

Increase during the year

0 0 0 0 0 0

i. Issues of shares
0 0 0 0 0 0

ii. Re-issue of forfeited shares

0 0 0 0 0 0

iii. Others, specify

0 0
Nil
Decrease during the year 0 0 0 0 0 0
i. Redemption of shares
0 0 0 0 0 0

Page 5 of 16
 ii. Shares forfeited
0 0 0 0 0 0
iii. Reduction of share capital
0 0 0 0 0 0

iv. Others, specify

0 0
Nil
At the end of the year
0 0 0 0 0

ISIN of the equity shares of the company

(ii) Details of stock split/consolidation during the year (for each class of shares) 0

Class of shares (i) (ii) (iii)

Number of shares
Before split /
Consolidation Face value per share

Number of shares
After split /
Consolidation Face value per share

(iii) Details of shares/Debentures Transfers since closure date of last financial year (or in the case
of the first return at any time since the incorporation of the company) *
Nil
[Details being provided in a CD/Digital Media] Yes No Not Applicable

Separate sheet attached for details of transfers Yes No

Note: In case list of transfer exceeds 10, option for submission as a separate sheet attachment or submission in a CD/Digital
Media may be shown.

Date of the previous annual general meeting

Date of registration of transfer (Date Month Year)

Type of transfer 1 - Equity, 2- Preference Shares,3 - Debentures, 4 - Stock

Number of Shares/ Debentures/ Amount per Share/

Units Transferred Debenture/Unit (in Rs.)

Page 6 of 16
 Ledger Folio of Transferor

Transferor's Name

Ledger Folio of Transferee

Transferee's Name

Date of registration of transfer (Date Month Year)

Type of transfer 1 - Equity, 2- Preference Shares,3 - Debentures, 4 - Stock

Number of Shares/ Debentures/ Amount per Share/

Units Transferred Debenture/Unit (in Rs.)

Ledger Folio of Transferor

Transferor's Name

Ledger Folio of Transferee

Transferee's Name

(iv) *Debentures (Outstanding as at the end of financial year)

Particulars Number of units Nominal value per Total value

unit
Non-convertible debentures

Partly convertible debentures

Fully convertible debentures

Page 7 of 16
Particulars Number of units Nominal value per Total value
unit
Total

Details of debentures
Class of debentures Outstanding as at Increase during the Decrease during the Outstanding as at
the beginning of the year year the end of the year
year
Non-convertible debentures

Partly convertible debentures

Fully convertible debentures

0

(v) Securities (other than shares and debentures) 0

Type of Number of Nominal Value of Total Nominal Paid up Value of Total Paid up Value
Securities Securities each Unit Value each Unit

Total

V. *Turnover and net worth of the company (as defined in the Companies Act, 2013)

(i) Turnover 137,100,000

(ii) Net worth of the Company 30,673,450,000

VI. (a) *SHARE HOLDING PATTERN - Promoters

S. No. Category Equity Preference

Number of shares Percentage Number of shares Percentage

1. Individual/Hindu Undivided Family

(i) Indian 0
(ii) Non-resident Indian (NRI)
0 0

(iii) Foreign national (other than NRI) 0 0

Government

(i) Central Government

(ii) State Government

(iii) Government companies

Page 8 of 16
 Insurance companies

Banks

Financial institutions
0

Foreign institutional investors

0 0

Mutual funds

Venture capital

Body corporate
(not mentioned above)

Total

Total number of shareholders (promoters)

5

(b) *SHARE HOLDING PATTERN - Public/Other than promoters

S. No. Category Equity Preference

Number of shares Percentage Number of shares Percentage

1. Individual/Hindu Undivided Family

(i) Indian
0
(ii) Non-resident Indian (NRI)
3,639,497 1.72

(iii) Foreign national (other than NRI)

0 0

Government

(i) Central Government

(ii) State Government

(iii) Government companies

Insurance companies

Banks

Financial institutions
0

Foreign institutional investors

6,591,038 3.12

Mutual funds

Page 9 of 16
 Venture capital

Body corporate
(not mentioned above)

Total

Total number of shareholders (other than promoters)

185,435

Total number of shareholders (Promoters+Public/

Other than promoters) 185,440

(c) *Details of Foreign institutional investors’ (FIIs) holding shares of the company 4
Name of the FII Address Date of Country of Number of shares % of shares held
Incorporation Incorporation held

VII. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS

(Details, Promoters, Members (other than promoters), Debenture holders)
Details
At the beginning of the year At the end of the year

Promoters
5 5

Members
67,131 185,435
(other than promoters)
Debenture holders
2 2

VIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) *Composition of Board of Directors

Category Number of directors at the Number of directors at the end Percentage of shares held by
beginning of the year of the year directors as at the end of year

Executive Non-executive Executive Non-executive Executive Non-executive

A. Promoter
1 0 1 0 0.03 0
B. Non-Promoter
0 5 0 5 0 0

(i) Non-Independent
0 0 0 1 0 0

Page 10 of 16
 (ii) Independent
0 5 0 4 0 0
C. Nominee Directors
representing 0 0 0 0 0 0

(i) Banks & FIs

0 0 0 0 0 0

(ii) Investing institutions

0 0 0 0 0 0

(iii) Government
0 0 0 0 0 0

(iv) Small share holders

0 0 0 0 0 0

(v) Others
0 0 0 0 0 0

Total
1 5 1 5 0.03 0

Number of Directors and Key managerial personnel (who is not director) as on the financial year end date 9

(B) (i) *Details of directors and Key managerial personnel as on the closure of financial year

Name DIN/PAN Designation Number of equity Date of cessation (after closure of

share(s) held financial year : If any)

GIRI DEVANUR 00125603 Director 0

MALAVIKA SIDDHARTH ABFPH9207C CEO 53,402

MALAVIKA SIDDHARTH 00136524 Whole-time directo 53,402

SAKALESPUR VISWES 00323799 Director 0

MOHAN RAGHAVENDR 01718628 Director 0

RADHAKRISHNAN RAM AAXPR7822A CFO 586

SADANANDA THIMMA AAOPP0042R Company Secretar 10

CHICKMAGALORE HA 07789047 Director 0

INDUPURA RENUKA R 09180669 Additional director 0

(ii) Particulars of change in director(s) and Key managerial personnel during the year 2
Name DIN/PAN Designation at the Date of appointment/
Nature of change (Appointment/
beginning / during change in designation/
Change in designation/ Cessation)
the financial year cessation

ALBERT JOSEF HIERO 00063759 Director 30/06/2021 Cessation

INDUPURA RENUKA R 09180669 Additional director 12/11/2021 Appointment

Page 11 of 16
IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF
DIRECTORS

A. MEMBERS/CLASS /REQUISITIONED/NCLT/COURT CONVENED MEETINGS

Number of meetings held 1

Total Number of Attendance

Type of meeting Date of meeting Members entitled to
attend meeting
Number of members % of total
attended shareholding

Annual General Meeting 22/09/2021 103,873 69 6.13

B. BOARD MEETINGS

*Number of meetings held 5

Total Number of directors Attendance

S. No. Date of meeting associated as on the date
of meeting
Number of directors
attended % of attendance

1 30/06/2021 6 6 100

2 12/08/2021 5 4 80

3 12/11/2021 5 5 100

4 07/02/2022 6 5 83.33

5 14/02/2022 6 6 100

C. COMMITTEE MEETINGS

Number of meetings held 10

Attendance
Type of Total Number
S. No.
meeting of Members as
Date of meeting
on the date of Number of members
the meeting attended % of attendance

1 Audit Committe30/06/2021 3 3 100

2 Audit Committe12/08/2021 3 3 100

3 Audit Committe30/09/2021 3 2 66.67

4 Audit Committe12/11/2021 3 3 100

5 Audit Committe14/02/2022 3 3 100

6 NRC Committe30/06/2021 3 3 100

7 NRC Committe12/11/2021 3 3 100

Page 12 of 16
 Attendance
Type of Total Number
S. No.
meeting of Members as
Date of meeting
on the date of Number of members
the meeting attended % of attendance

8 SRC Committe30/06/2021 3 3 100

9 CSR Committe30/06/2021 3 3 100

10 Risk Managem14/02/2022 2 2 100

D. *ATTENDANCE OF DIRECTORS

Board Meetings Committee Meetings Whether

attended AGM
Number of Number of held on
S. Name
No. of the director Meetings which Number of % of
Meetings which Number of
% of
director was Meetings director was Meetings
attendance attendance
entitled to attended entitled to attended
16/09/2022
attend attend
(Y/N/NA)

1 GIRI DEVANU 5 4 80 0 0 0 No

2 MALAVIKA SI 5 5 100 8 7 87.5 Yes

3 SAKALESPUR 5 5 100 10 10 100 Yes

4 MOHAN RAGH 5 5 100 8 8 100 Yes

5 CHICKMAGAL 5 4 80 2 2 100 Yes

6 INDUPURA R 2 2 100 0 0 0 Yes

X. *REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Nil

Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered
1

S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount

1 INDUPURA RENUK Director 0 0 0 100,000 100,000

Total 0 0 0 100,000 100,000

Number of CEO, CFO and Company secretary whose remuneration details to be entered 2

S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount

1 SADANANDA THIMCompany Secre 2,510,000 0 0 0 2,510,000

2 RADHAKRISHNAN CFO 15,560,000 0 0 0 15,560,000

Page 13 of 16
 S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount

Total 18,070,000 0 0 0 18,070,000

Number of other directors whose remuneration details to be entered 3

S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount

1 SAKALESPUR VISWIndependent Dir 0 0 0 800,000 800,000

2 MOHAN RAGHAVE Independent Dir 0 0 0 800,000 800,000

3 GIRI DEVANUR Independent Dir 0 0 0 400,000 400,000

Total 0 0 0 2,000,000 2,000,000

XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES

* A. Whether the company has made compliances and disclosures in respect of applicable Yes No
provisions of the Companies Act, 2013 during the year

B. If No, give reasons/observations

XII. PENALTY AND PUNISHMENT - DETAILS THEREOF

(A) DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS /OFFICERS Nil

2

Name of the court/ Name of the Act and

Details of penalty/ Details of appeal (if any)
Name of the concerned Date of Order section under which
punishment including present status
company/ directors/ Authority penalised / punished
officers

Coffee Day Enterp NSE & BSE 17/01/2022 SEBI Act 1992, LOD 4,20,000/- NA

Coffee Day Enterp Adjudicating officer 09/09/2021 SEBI Act 1992, Sect 69,06,250/- NA

(B) DETAILS OF COMPOUNDING OF OFFENCES Nil

Name of the court/

Name of the concerned Date of Order Name of the Act and
Particulars of Amount of compounding (in
company/ directors/ Authority section under which
offence Rupees)
officers offence committed

XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment

Yes No
(In case of 'No', submit the details separately through the method specified in instruction kit)

Page 14 of 16
XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, IN CASE OF LISTED COMPANIES

In case of a listed company or a company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees or
more, details of company secretary in whole time practice certifying the annual return in Form MGT-8.

Name Govindraj Akshay

Whether associate or fellow Associate Fellow

Certificate of practice number 15584

I/We certify that:

(a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.
(b) Unless otherwise expressly stated to the contrary elsewhere in this Return, the Company has complied with all the provisions of the
Act during the financial year.

Declaration

I am Authorised by the Board of Directors of the company vide resolution no. .. 24 dated 30/05/2022
(DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder
in respect of the subject matter of this form and matters incidental thereto have been compiled with. I further declare that:
1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to
the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.
2. All the required attachments have been completely and legibly attached to this form.

Note: Attention is also drawn to the provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide for
punishment for fraud, punishment for false statement and punishment for false evidence respectively.

To be digitally signed by

Director

DIN of the director 00136524

To be digitally signed by

Company Secretary

Company secretary in practice

Membership number 5223 Certificate of practice number

Page 15 of 16
 Attachments List of attachments

1. List of share holders, debenture holders Attach MGT -8.pdf

2. Approval letter for extension of AGM; Attach

3. Copy of MGT-8; Attach

4. Optional Attachement(s), if any Attach

Remove attachment

Modify Check Form Prescrutiny Submit

This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and on
the basis of statement of correctness given by the company

Page 16 of 16
 `

GAACER/771111/202223

CERTIFICATE BY A COMPANY SECRETARY IN PRACTICE

Form MGT- 8

For the Financial Year ended 31st March 2022

[Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of Companies (Management
and Administration) Rules, 2014]

Corporate Identification Number : L55101KA2008PLC046866

I have examined the registers, records and books and papers of Coffee day Enterprises Limited
(the Company) as required to be maintained under the Companies Act, 2013 (the Act) and the rules
made thereunder for the financial year ended on 31st March, 2022. In my opinion and to the best of
my information and according to the examinations carried out by me and explanations furnished to
me by the company, its officers, agents and representations made by them, I certify that:

A. The Annual Return states the facts as at the close of the aforesaid financial year correctly and
adequately:

1. The preparation of Annual Return (Form MGT-7) and the contents mentioned therein is the
responsibility of the management of the Company including the due compliance of applicable
provisions of the Companies Act, 2013.

2. I have not verified the correctness and appropriateness of the financial records and the Books
of Accounts of the Company. For the financial records, I have relied on the Audited financials
which has been duly approved by the Board, signed by the Statutory Auditors and adopted by
the Members.

3. Wherever required, I have obtained the management representation about the compliance of
laws, rules and regulations under the Companies Act, 2013 and happening of various events
etc., at the Company and relied on the same.

4. I have not commented on transactions where the Ministry of Corporate Affairs has not
clarified on the status of the transactions which have been permitted and entered under the
Companies Act, 1956 and continuing during the year.

B. During the aforesaid financial year the Company has complied with provisions of the Act & Rules
made there under in respect of:

1. its status under the Act;

G Akshay & Associates | Practising Company Secretaries

No. 615 / 22, 4th Cross,
Raghavendra Colony, [email protected] | www.gakshayassociates.com
Bilekahalli, Bannerughatta Road,
Bengaluru - 560076
900-847-6666: mobile | Phone: 080- 28533286
 `

2. maintenance of statutory registers/records as stated in to this certificate &

making entries therein within the prescribed therefore;

3. filing of forms, returns, documents and resolutions as given below in , with the Registrar of
Companies, Regional Director, Central Government, the Tribunal, Court or other authorities,
wherever applicable;

Service
Sl. Date of request
Forms Filed u/s
No. Filing number/
Document ID
Rule 16 of the
Companies(Accept
1. Form DPT-3 22/06/2021 T24422164
ance of Deposits)
Rules, 2014
(Pursuant to
Companies Fresh
2. Form CFSS 2020 28/06/2021 T26294066
Start Scheme,
2020)
3. Form MGT-15 121 30/09/2021 T51421261
4. Form DIR-12 152 12/04/2021 T13232582
5. Form DIR-12 168 14/07/2021 T30789093
6. Form DIR-12 161 24/11/2021 T60029014
Form AOC-4
7. 137 21/10/2021 T55190607
( XBRL)
8. Form MGT-7 92(1) 22/11/2021 T59629758
9. Form CHG-4 82(1) 04/02/2022 T76406586
10. Form CHG-4 82(1) 15/03/2022 T87403127
11. Form CHG-4 82(1) 17/03/2022 T88866918
12. Form CHG-4 82(1) 22/03/2022 T89647986
Sub-rule (1B) of
Rule 12 of
Form Addendum
13. Companies 22/03/2022 T89602205
to AOC-4 - CSR
(Accounts) Rules,
2014
14. Form MGT-6 89 05/01/2022 T70399308
15. Form MGT-6 89 05/01/2022 T70397583
16. Form MGT-6 89 05/01/2022 T70392808

G Akshay & Associates | Practising Company Secretaries

No. 615 / 22, 4th Cross,
Raghavendra Colony, [email protected] | www.gakshayassociates.com
Bilekahalli, Bannerughatta Road,
Bengaluru - 560076
900-847-6666: mobile | Phone: 080- 28533286
 `

17. Form MGT-6 89 05/01/2022 T70395181

18. Form MGT-6 89 02/02/2022 T75666248
19. Form MGT-6 89 31/01/2022 T75278374
20. Form MGT-6 89 31/01/2022 T75272971
21. Form MGT-6 89 01/02/2022 T75512681
22. Form MGT-14 117 26/07/2021 T32453946
23 Form-CHG-1 77 22/11/2021 T59631861

4. calling/ convening/ holding meetings of Board of Directors or its committees, if any, as

detailed in and the meetings of the members of the Company on due dates as
stated in the annual return in respect of which meetings, proper notices were given &
consents were obtained for convening meetings at shorter notice and the proceedings
including the circular resolutions and resolution passed by postal ballot have been properly
recorded in the Minute Book/ registers maintained for the purpose and the same have been
signed.

5. compliance
with provisions of Section 188 and other applicable provisions of the Act and the Companies
(Meetings of Board and its Powers) Rules, 2014;

6. signing of audited financial statement as per the provisions of section 134 of the Act and
report of directors is as per sub - sections (3), (4) and (5) thereof;

7. constitution, appointment, re-appointment, and disclosures of directors, independent

directors and Key Managerial Personnel and the remuneration paid to them;

SL. Name Particular Date of

No Event
1 Mr. Indupura Renuka Ravish (Additional Director) Appointment 12.11.2021
2 Mr. Albert Josef Hieronimus Cessation 30.06.2021

* The Board of Directors of the top 2000 listed entities (with effect from April 1, 2020) shall comprise

the period starting from 30th June 2021 to 12th Nov 2021. The Stock Exchanges have levied penalty
for the said default.

8. appointment and remuneration of Statutory Auditor, Internal Auditor and Secretarial

Auditor as per the provisions of sections 139, 138 and 204 of the Act, respectively;

SL. Name Particular Date of

No. Event

G Akshay & Associates | Practising Company Secretaries

No. 615 / 22, 4th Cross,
Raghavendra Colony, [email protected] | www.gakshayassociates.com
Bilekahalli, Bannerughatta Road,
Bengaluru - 560076
900-847-6666: mobile | Phone: 080- 28533286
 `

1 M/s ABS & Co, Chartered Accountants Appointment of 30.06.2021

Internal Auditor
2 M/s G Akshay & Associates, Practicing Company Appointment of 30.06.2021
Secretaries Secretarial Audit

9. the company has effectuated transfer and transmission of shares and registration of transfer
and transmission of equity shares in dematerialized form in compliance with applicable
provisions of the Act.

10. borrowings from public financial institutions, banks and others and creation/ satisfaction of
charges in that respect, wherever applicable, in compliance of provisions of Section 77, 179,
180 and other applicable provisions of the Act and the Companies (Registration of Charges)
Rules, 2014 and the Companies (Meetings of Board and its Powers) Rules, 2014;

* On 6 April 2022, the Company made a Disclosure in terms of SEBI circular No.
SEBI/HO/CFD/CMD1/CIR/P/2019/140 for the quarter ended 31 March 2022 regarding the
disclosures of defaults on payments of Interest / Repayment of principal amount on loans from
Banks / Financial institutions and unlisted debt securities. As per the disclosure, the Company
has defaulted in payment of interest and principal amounting to Rs. 2306.6 million on
loans/cash credits from banks/financial institutions and Rs. 2490.2 million towards Unlisted
debt securities i.e., Non-convertible Debentures

11. loans, investments and securities to other bodies corporate or persons in compliance with
the provisions of section 186 of the Act ;

C. Further, I certify that;

1. The Company has not issued or allotted securities during the year under report.

2. The Company was not required to close its Register of Members / Security holders during the
year:

3. The Company has given advances or loans to its director and /or persons or firms or
companies referred in Section 185 of the Act and are in terms as specified in the provision of
the Section 185 of the Act.

4. The Company has not issued any preference shares; hence, the question of compliance of
provisions relating to redemption of preference shares does not arise.

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

6. The Company was not required to obtain approvals from the Central Government, Tribunal,
Regional Director, Registrar, Court or such other authorities under the various provisions of
the Act, during the period under report;

G Akshay & Associates | Practising Company Secretaries

No. 615 / 22, 4th Cross,
Raghavendra Colony, [email protected] | www.gakshayassociates.com
Bilekahalli, Bannerughatta Road,
Bengaluru - 560076
900-847-6666: mobile | Phone: 080- 28533286
 `

7. The Company has not converted any securities and has not altered/reduced its share capital
during the year under report.

8. There were no transactions necessitating the Company to keep in abeyance the rights to
dividend, rights shares and bonus shares pending registration of transfer of shares.

9. The Company has not declared/paid any dividend during the period under report. Further,
the Company has not effectuated any transfer of amounts in unpaid dividend account,
application money due for refund, matured deposits, matured debentures and the interest
accrued thereon, which have remained unclaimed or unpaid for a period of seven years to
Investor Education and Protection Fund, as there were no such cases.

10. There were no instances of filling up casual vacancies of auditors of the Company.

11. The Company has not invited/accepted any deposits including any unsecured loans falling
within the purview of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules,
2014.

12. The Company has not modified charges against the assets of the Company during the period
under report;

13. The Company has not altered the provisions of Memorandum and but not Articles of
Association during the year under report.

G Akshay & Associates

Place: Bengaluru Practicing Company Secretary
Date: 11/11/2022 Membership No. F10967
C. P. No. 15584
UDIN: F010967D001639429

G Akshay & Associates | Practising Company Secretaries

No. 615 / 22, 4th Cross,
Raghavendra Colony, [email protected] | www.gakshayassociates.com
Bilekahalli, Bannerughatta Road,
Bengaluru - 560076
900-847-6666: mobile | Phone: 080- 28533286
 `

Annexure A

Registers as maintained by the Company

1. Register of Members u/s 88

2. Register of Debenture holders and other security holders u/s 88

3. Register of Directors and Key Managerial Personnel and their u/s 170
shareholding

4. Minutes Book of Board Meetings u/s 118

5. Minutes Book of General Meetings u/s 118

6. Register of Charges u/s 85

7. Register of Contracts with related party and Contract and u/s 189
Bodies etc., in which Directors are interested

8. Register of Renewed and Duplicate Share Certificate u/s 46

9. Register of Shares or other Securities Bought Back u/s 68

10. Register of Employee Stock Options u/s 62

11. Register of Loans, Guarantees, Security and Acquisition made u/s 186
by the Company
12. Register of Investments not held in its own name by the u/s 187
Company
13. Register of Application monies/Allotments ---

14. Register of share transfers ---

15. Register of common seal ---

16. Books of Accounts ---

G Akshay & Associates | Practising Company Secretaries

No. 615 / 22, 4th Cross,
Raghavendra Colony, [email protected] | www.gakshayassociates.com
Bilekahalli, Bannerughatta Road,
Bengaluru - 560076
900-847-6666: mobile | Phone: 080- 28533286
 `

Annexure B

1. Meetings of Board of Directors

SL No. Date of Board Meeting
1 30.06.2021
2 12.08.2021
3 12.11.2021
4 07.02.2022
5 14.02.2022

2. Meetings of Audit Committee:

SL No. Date of Committee Meeting
1 30.06.2021
2 12.08.2021
3 30.09.2021
4 12.11.2021
5 14.02.2022

3. Meetings of Nomination & Remuneration Committee:

SL No. Date of Committee Meeting
1 30.06.2021
2 12.11.2021

4. Meetings of Stakeholders Relationship Committee:

SL No. Date of Committee Meeting
1 30.06.2021

5. Meetings of Corporate Responsibility Statement Committee:

SL No. Date of Committee Meeting
1 30.06.2021

6. Meetings of Independent Director:

SL No. Date of Committee Meeting
1 14.02.2022

7. Meetings of Risk Management Committee:

SL No. Date of Committee Meeting
1 14.02.2022

8. General Meeting:
SL No. Type of Meeting Date of Meeting
1 AGM 22.09.2021

G Akshay & Associates | Practising Company Secretaries

No. 615 / 22, 4th Cross,
Raghavendra Colony, [email protected] | www.gakshayassociates.com
Bilekahalli, Bannerughatta Road,
Bengaluru - 560076
900-847-6666: mobile | Phone: 080- 28533286