Annual General Meeting Details

The 42nd Annual General Meeting will be held on Wednesday, August 26, 2026, at 11:00 AM (IST) through Video Conferencing/Other Audio-Visual Means.

Agenda Items:

1. Ordinary Business: Adoption of audited financial statements for FY ended March 31, 2026, and reports of Board of Directors and Auditors.

2. Ordinary Business: Reappointment of Ms. Bhawna Gupta (DIN: 10101543) as Director retiring by rotation.

3. Special Business: Approval for Related Party Transactions under Section 188 of Companies Act, 2013, with related parties for purchase and sale of goods and materials up to ₹150 crore (Rupees One Hundred Fifty Crore) for FY 2026-27.

4. Special Business: Amendment to Clause III(A) - Main Objects of Memorandum of Association to include business of investment in shares, securities, and lending activities.

Financial Performance Summary (FY 2025-26)

| Particulars | FY 2025-26 (₹ Lakhs) | FY 2024-25 (₹ Lakhs) |

| Revenue from Operations | 170.00 | 0.00 |

| Other Income | 26.72 | 233.84 |

| Total Revenue | 196.72 | 233.84 |

| Expenses | 170.22 | 84.62 |

| Profit/(Loss) before tax | 26.50 | 149.21 |

| Current Tax | 61.56 | 0.00 |

| Deferred Tax | (21.88) | 6.77 |

| Profit/(Loss) for the period | (13.18) | 142.44 |

Key Operational Highlights

Post-Insolvency Restructuring

The Financial Year 2025-26 marked the successful implementation of the Resolution Plan approved by the Hon'ble National Company Law Tribunal, Kolkata Bench, vide Order dated June 5, 2024, under the Insolvency and Bankruptcy Code, 2016. The Company underwent capital restructuring and change in management and control, resulting in induction of new promoter Mr. Vikas Garg with 90% shareholding, while existing public shareholders received 10% on proportionate basis.

Business Diversification

Following the induction of new management, the Company strategically diversified into the winery and beverages sector. The Company is now engaged in manufacturing, processing, bottling, trading, importing, exporting and distribution of alcoholic and non-alcoholic beverages including wines, beer, whisky, gin, rum, brandy, IMFL, spirits, aerated waters, mineral water, soda, juices, and energy drinks.

Acquisition Activity

The Company entered into a Share Purchase Agreement to acquire 100% equity shares of Oniv Beverages Private Limited for aggregate consideration not exceeding ₹5.00 Crores, to be discharged through issuance of equity shares of the Company. During FY26, ₹1,083.94 lakhs was paid towards working capital of Oniv Beverages as part of the SPA.

Share Capital Structure

  • Authorized Share Capital: ₹35,00,00,000 (3.5 crore equity shares of ₹10 each) - approval pending filing with ROC
  • Paid-up Share Capital: ₹3,45,71,600 (34,57,160 equity shares of ₹10 each)
  • Public shareholding fell below 25% requirement post-resolution plan implementation

Corporate Actions and Changes

Registered Office Shift

Members approved shifting of Registered Office from West Bengal to National Capital Territory of Delhi via Special Resolution on November 16, 2025. Approval from Regional Director/MCA pending.

Name Change

Members approved change of name from Carnation Industries Limited to Ebravea Beverages Limited via Special Resolution on November 16, 2025. Approval from ROC pending.

Memorandum of Association

  • Adopted new MOA aligning with Companies Act, 2013 requirements
  • Altered Object Clause to enable beverage business diversification
  • Seeking approval to amend Main Objects to include investment and lending activities

Related Party Transactions

Shareholder approval sought for RPTs up to ₹150 crore for FY 2026-27 for purchase and sale of goods with related parties. Key FY26 transactions included:

  • Loans from Advik Capital Limited: ₹1,453 lakhs taken, ₹90.93 lakhs repaid, ₹67.56 lakhs interest paid
  • Loan repayment to Mr. Vikas Garg: ₹10.61 lakhs
  • Rent paid to Vikas Garg HUF: ₹3.81 lakhs
  • Director remuneration to Bhawna Gupta: ₹6.00 lakhs

Key Management Changes

  • Ms. Anamika Gupta resigned as CFO effective July 7, 2025
  • Mr. Bhartendu Pratihasta appointed as CFO effective July 7, 2025
  • Ms. Parul Rai resigned as Company Secretary effective January 31, 2026
  • Mr. Sanjog appointed as Company Secretary effective February 26, 2026

Board Composition

| Name | Designation | DIN | Date of Appointment |

| Bhawna Gupta | Director | 10101543 | June 5, 2024 |

| Poonam Dhingra | Independent Director | 09524982 | June 5, 2024 |

| Mansi Gupta | Independent Director | 09271995 | June 5, 2024 |

| Sony Kumari | Independent Director | 09270483 | June 5, 2024 |

Auditor Emphasis Matters

The Independent Auditor's Report highlighted several emphasis matters:

1. Unclaimed dividend of ₹1.42 lakhs not transferred to Investor Education and Protection Fund (IEPF)

2. Borrowings exceeded limits under Section 180(1)(c) without prior shareholder approval (subsequently regularized)

3. Loans granted exceeded limits under Section 186(2) without prior shareholder approval (subsequently regularized)

4. Pending statutory filings for name change and registered office shift

5. Speculative transactions not connected to principal business with net impact of ₹2.56 lakhs

6. Non-satisfaction of charges registered in favor of ICICI Bank despite settlement

Liquidity and Financial Position

  • Cash and Cash Equivalents: ₹16.35 lakhs (Previous year: ₹90.42 lakhs)
  • Trade Receivables: ₹189.20 lakhs (Previous year: ₹0)
  • Loans Given: ₹1,083.94 lakhs (to Oniv Beverages as working capital advance)
  • Other Advances: ₹332.50 lakhs (for business purchase agreement with Integra Essentia Limited)
  • Borrowings: ₹1,362.07 lakhs from related party (unsecured)

Voting Information

  • Remote e-voting period: August 23, 2026 (9:00 AM) to August 25, 2026 (5:00 PM)
  • Cut-off date: August 19, 2026
  • E-voting service provider: National Securities Depository Limited (NSDL)

Important Dates

  • Financial Year End: March 31, 2026
  • Board Approval Date: July 30, 2026
  • AGM Date: August 26, 2026
  • Record Date: August 19, 2026