Shareholders meeting

Date: 07.09.2026 To, To, BSE Limited, National Stock Exchange of India Limited 20th Floor, P.J.Towers, ‘Exchange Plaza’. C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai – 400 001. Mumbai - 400 051. Scrip Code: 538920 Symbol: VINCOFE Dear Sir/Madam, Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Notice of 46th Annual General Meeting of the Members of the Company Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the 46th Annual General Meeting for the Financial Year 2025-26 of the Members of the Company scheduled to be held on Wednesday, September 30, 2026 at 1:45 p.m. through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM). We are submitting herewith Notice of 'AGM' of the Company along with explanatory statement, which is being dispatched to the Members as on 7 September, 2026. The Company has provided the facility to vote by electronic means (remote e-voting as well as e- voting at the AGM) on the resolution as set out in the AGM Notice. The e-voting shall commence on Saturday, September 26, 2026, at 9.00 a.m. (IST) and shall end on Tuesday, September 29, 2026 at 5.00 p.m. (IST). The copy of the said AGM Notice is also uploaded on the website of the Company i.e, www.vcbl.coffee This is for the information and records of the Exchanges, please. Thanking you. Yours sincerely, For Vintage Coffee and Beverages Limited Balakrishna Tati Chairman & Managing Director DIN: 02181095 Encl.: as above NOTICE NOTICE is hereby given that the 46th Annual General Meeting (“AGM”) of the Members of VINTAGE COFFEE AND BEVERAGES LIMITED will be held on Wednesday, 30.09.2026 at 1:45 p.m. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following businesses: ORDINARY BUSINESS: ITEM NO. 1: ADOPTION OF FINANCIAL STATEMENTS (STANDALONE AND CONSOLIDATED) ALONG WITH REPORT OF THE BOARD OF DIRECTORS AND AUDITORS THEREON : To receive, consider, approve and adopt the Audited Financial Statements of the Company (Standalone & Consolidated) for the year ended March 31, 2026, including audited balance sheet as at March 31, 2026, the Statement of Profit & Loss for the year ended as on that date together with the Reports of the Board of Directors and the Auditors thereon. ITEM NO. 2: DECLARATION OF FINAL DIVIDEND ON THE EQUITY SHARES: To declare Final dividend at the rate of 1.5 % i.e. Re. 0.15 per equity share of Rs. 10/- each for the financial year ended March 31, 2026. ITEM NO. 3: RE-APPOINTMENT OF MR. VISHAL JETHALIA AS NON-EXECUTIVE DIRECTOR, LIABLE TO RETIRE BY ROTATION : To appoint a Director in place of Mr. Vishal Jethalia (DIN: 07184223), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 at this Annual General Meeting and being eligible, offers himself for re-appointment. To consider and if thought fit, to pass with or without modifications, the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Vishal Jethalia (DIN: 07184223), who retires by rotation at this meeting and being eligible, has offered himself for reappointment, be and is hereby re-appointed as Non-Executive Director of the Company, liable to retire by rotation.” ITEM NO. 4: APPOINTMENT OF M/S. SREEDAR MOHAN & ASSOCIATES AS STATUTORY AUDITORS OF THE COMPANY : To consider and if thought fit, to pass with or without modification (s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions of Companies Act, 2013 and Rules made there under i.e. Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation of the Audit committee and the Board of Directors at their meeting held on 04.09.2026, M/s. Sreedar Mohan & Associates, Chartered Accountants (Firm Registration no. 012722S) be and are hereby appointed as Statutory Auditors of the Company, to hold office for the 1st term from the conclusion of this 46th Annual General Meeting until the conclusion of the 48th Annual General Meeting i.e. for a period of Two years, at a remuneration of Rs. 8,00,000/- per annum (including Tax Audit) plus taxes (reimbursement of out of pocket expenses, if any) RESOLVED FURTHER THAT the Board of Directors of the company be and are hereby authorized to amend the terms and conditions including the remuneration with regard to the appointment of auditor and to comply with all other legal and procedural requirements to implement the aforesaid decision.” SPECIAL BUSINESS: ITEM NO. 5: INCREASE IN REMUNERATION OF MR. BALAKRISHNA TATI (DIN: 02181095), CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY : To consider and if thought fit, to pass with or without modifications, the following Resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17 of SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), applicable clauses of Articles of Association of the Company and on recommendation of the Nomination & Remuneration Committee and Board of Directors, consent of the members be and is hereby accorded for revision in the remuneration of Mr. Balakrishna Tati, Chairman and Managing Director of the Company with effect from 01.10.2026 for his remaining tenure as per the details below: a) Remuneration: Rs. 30,00,000/- per month and b) Commission of 3.5% of Net profits of the Company “RESOLVED FURTHER THAT in the event of losses or inadequacy of profits in any financial year during his tenure the Company shall pay to Mr. Balakrishna Tati, remuneration by way of salaries and allowances as specified above as minimum remuneration and in accordance with the limits specified under the Companies Act, 2013 read with Schedule V to the Companies Act 2013, or such other limit as may be prescribed by the Government from time to time. “RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” ITEM NO. 6: RE-APPOINTMENT OF MR. BALAKRISHNA TATI (DIN: 02181095) AS CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY : To consider and if thought fit, to pass with or without modifications, the following Resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17 of SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or re- enactment thereof for the time being in force), applicable clauses of Articles of Association of the Company and on recommendation of the Nomination & Remuneration Committee and Board of Directors, consent of the members be and is hereby accorded for the re-appointment of Mr. Balakrishna Tati (DIN: 02181095) as Chairman and Managing Director of the Company, for a period of 5 (five) years with effect from 16.07.2027 (whose term of office expires on 15.07.2027) at remuneration of Rs. 30,00,000 /- per month plus commission of 3.5% of net profits of the Company on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (herein referred as Board) to review or revise the terms and condition as mentioned in the annexure. “RESOLVED FURTHER THAT in the event of losses or inadequacy of profits in [Showing first 8,000 characters — download PDF for full document]