Meeting Details

The 46th Annual General Meeting will be held on Wednesday, September 30, 2026 at 1:45 p.m. through Video Conferencing/Other Audio-Visual Means. The deemed venue is the Registered Office of the Company.

E-Voting Schedule

Remote e-voting commences on Saturday, September 26, 2026 at 9:00 a.m. and ends on Tuesday, September 29, 2026 at 5:00 p.m. Members can also vote during the AGM through e-voting facilities.

Register Closure Date

The Register of Members and Share Transfer Books will remain closed from Thursday, September 24, 2026 to Wednesday, September 30, 2026 (both days inclusive) for the AGM and final dividend purpose.

Record Date for Dividend

Wednesday, September 23, 2026 has been fixed as the Record Date for determining entitlement to receive final dividend for FY 2025-26.

Ordinary Business Items

Item 1: Adoption of Financial Statements

To receive, consider, approve and adopt the Audited Financial Statements (Standalone & Consolidated) for the year ended March 31, 2026, together with Reports of Board of Directors and Auditors.

Item 2: Declaration of Final Dividend

To declare final dividend at the rate of 1.5% i.e. ₹0.15 per equity share of ₹10 each for FY 2025-26. The dividend payment will be subject to TDS deduction as per Income Tax Act, 2025.

Item 3: Re-appointment of Mr. Vishal Jethalia

To re-appoint Mr. Vishal Jethalia (DIN: 07184223) as Non-Executive Director liable to retire by rotation. He was first appointed on July 12, 2021, holds no shares, and draws no remuneration.

Item 4: Appointment of Statutory Auditors

To appoint M/s. Sreedar Mohan & Associates, Chartered Accountants (Firm Registration No. 012722S) as Statutory Auditors for a term of two years from conclusion of 46th AGM until conclusion of 48th AGM at remuneration of ₹8,00,000 per annum (including Tax Audit) plus taxes. This replaces outgoing auditors M/s. S. Bhalotia & Associates whose term ends at this AGM.

Special Business Items

Item 5: Increase in Remuneration of Chairman & MD

To approve revision in remuneration of Mr. Balakrishna Tati (DIN: 02181095), Chairman & Managing Director, effective October 1, 2026 for his remaining tenure until July 15, 2027:

  • Fixed remuneration: ₹30,00,000 per month (increased from ₹10,00,000)
  • Commission: 3.5% of net profits (increased from 2.5%)
  • Minimum remuneration payable in case of losses/inadequate profits as per Companies Act, 2013

Item 6: Re-appointment of Chairman & MD

To re-appoint Mr. Balakrishna Tati as Chairman & Managing Director for a further period of 5 years from July 16, 2027 to July 15, 2032 at:

  • Fixed remuneration: ₹30,00,000 per month
  • Commission: 3.5% of net profits
  • Currently holds 1,97,69,586 equity shares (13.50%)

Item 7: Increase in Remuneration of Whole-time Director

To approve revision in remuneration of Mr. Sai Teja Tati (DIN: 09494526), Whole-time Director, effective October 1, 2026 for remaining tenure until May 6, 2028:

  • Fixed remuneration: ₹10,00,000 per month (increased from ₹3,06,000)
  • Commission: 1% of net profits (increased from 0.5%)
  • Currently holds 24,27,025 equity shares (1.66%)

Item 8: Employee Stock Option Scheme 2026

To approve "Vintage Coffee and Beverages Limited - Employee Stock Option Scheme 2026" (VCBL ESOS-2026) covering:

  • Maximum 30,00,000 equity shares
  • Eligible employees: Permanent employees (India & overseas), directors (excluding independent directors), employees of group companies
  • Exclusion: Promoters, promoter group, directors holding >10% equity shares
  • Minimum vesting period: 1 year, maximum vesting period: 5 years
  • Exercise period: 5 years from vesting date
  • Administered directly by company without trust structure
  • New shares issuance, no secondary acquisition

Item 9: Modification of Preferential Issue Objects

To approve variation in utilization of ₹12.05 crore from preferential issue proceeds:

  • Original object: Investment in wholly-owned subsidiary Vintage Coffee Private Limited for capital expenditure
  • Modified object: Direct acquisition of land in company's name for setting up Freeze-Dried Instant Coffee manufacturing unit
  • Land acquired on June 17, 2026 at Wargal Village, Siddipet, Telangana from Telangana State Industrial Infrastructure Corporation
  • Rationale: Avoid duplicate registration and costs due to pending amalgamation of subsidiaries with company

Item 10: Preferential Issue of Convertible Warrants

To issue upto 42,00,000 convertible warrants to promoters and promoter group on preferential basis:

  • Issue price: ₹164 per warrant
  • Total issue size: ₹68,88,00,000
  • Each warrant convertible into 1 equity share of ₹10 each at premium of ₹154 per share
  • 25% payment upfront, balance 75% payable within 18 months of allotment
  • Allottees and allocation:
  • Mr. Tati Balakrishna: 27,00,000 warrants
  • Mr. Tati Sai Teja: 4,00,000 warrants
  • Mrs. Padma Tati: 3,00,000 warrants
  • Chin Corp Holding PTE Limited: 3,00,000 warrants
  • Ms. Tati Sruti: 2,00,000 warrants
  • Mr. Vishal Jethalia: 2,00,000 warrants
  • Mr. Mohit Rathi: 1,00,000 warrants
  • Objects of issue: Capital expenditure (₹5101 lakh), working capital (₹375 lakh), issue expenses (₹35 lakh), general corporate purposes (₹1377 lakh)
  • Post-issue promoter holding expected to increase from 35.01% to 37.21% (on fully diluted basis)
  • Relevant date for pricing: August 31, 2026
  • Minimum price as per SEBI ICDR Regulations: ₹163.63

Financial Performance Reference

FY 2025-26: Turnover ₹31,658.84 lakh, Net Profit ₹1,375.48 lakh

FY 2024-25: Turnover ₹11,348.57 lakh, Net Profit ₹593.20 lakh

FY 2023-24: Turnover ₹7,389.42 lakh, Net Profit ₹327.84 lakh

Capital Structure Impact

  • Dividend outflow: 1.5% of equity share capital (financial impact not quantified)
  • ESOP scheme: Potential dilution of upto 30,00,000 equity shares
  • Warrant conversion: Potential dilution of 42,00,000 equity shares upon full conversion
  • Auditor remuneration: ₹8,00,000 per annum plus taxes
  • Managerial remuneration increases significant but subject to profit availability

Voting Instructions

Detailed voting instructions provided for remote e-voting and e-voting during AGM through depository participants and Purva Sharegistry platform.

Scrutinizer Appointment

M/s. Vivek Surana & Associates, Practicing Company Secretaries appointed as scrutinizer for the voting process.