SAT Order dated 05-11-2026

To, 06th November 2026 The National Stock Exchange of India Limited BSE Limited Manager-Listing General Manager-DSC Exchange Plaza, Phiroze Jeejeebhoy Towers Bandra Kurla Complex, Bandra (East) Dalal Street, Fort, Mumbai – 400 051 Mumbai – 400 001 Tel No.: 022-2659 8237/38 Tel No.: 022-2272 2039 Symbol: COFFEEDAY Scrip Code: 539436 Sub: Intimation pursuant to regulation 30 and other relevant regulations of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 We refer to our disclosure dated 06th March 2023, wherein Hon’ble Securities Appellate Tribunal, Mumbai had granted a stay vide order dated 03rd March 2023 in the Appeal filed by the Company (i.e. Appeal No. 229 of 2023) on the imposition of penalty Rs. 26 Crores by SEBI under section 15HA and15HB of the SEBI Act, 1992 vide order dated 24th January 2023. Vide its final Judgment dated 05th November 2026, the Hon’ble Securities Appellate Tribunal(SAT), Mumbai, passed the following order: i. Appeal is disposed of in terms of directions contained in Paragraph Nos. 70 and 73 above and the order dated January 24, 2023 passed by the WTM is set aside accordingly. ii. Pending interlocutory application(s), if any, stand disposed of. iii. No costs. The Company is presently evaluating the appropriate course of action. A copy of the said order of Hon’ble SAT is enclosed. For Coffee Day Enterprises Limited Sadananda Poojary Company Secretary & Compliance Officer Mem No.: F5223 Regd. Office: No.165, R.V. Road,(Near Minerva Circle), Bangalore- 560004 CIN : L55101KA2008PLC046866, email: investors@coffeedaygroup.com, website: www.coffeeday.com, GSTIN:29AADCC3995L1Z0, Phone: 080-67212345 IN THE SECURITIES APPELLATE TRIBUNAL AT MUMBAI DATED THIS THE 05TH DAY OF NOVEMBER, 2026 CORAM: Justice P.S. Dinesh Kumar, Presiding Officer Ms. Meera Swarup, Technical Member Dr. Dheeraj Bhatnagar, Technical Member Appeal No.229 of 2023 [Along with Misc. Application No.282 of 2025] Coffee Day Enterprises Ltd. 23/2, Coffee Day Square, Vittal Mallya Road, …Appellant Bangalore, Karnataka-560001. (By Mr. Janak Dwarkadas, Senior Advocate with Mr. Zerick Dastur, Ms. Archana Uppuluri, Mr. Khushil Shah and Ms. Palak Agrawal, Advocates i/b. Zerick Dastur Advocates for the Appellant.) Securities and Exchange Board of India SEBI Bhavan, Plot No.C-4A, G-Block, Bandra Kurla Complex, Mumbai – 400 051. …Respondent (By Mr. Pradeep Sancheti, Senior Advocate with Mr. Manish Chhangani, Mr. Sumit Yadav, Mr. Abhay Chauhan and Mr. Atul Agrawal, Advocates i/b. The Law Point for the Respondent.) THIS APPEAL IS FILED UNDER SECTION 15T OF THE SEBI ACT TO SET ASIDE THE ORDER DATED JANUARY 24, 2023 PASSED BY THE SEBI. THIS APPEAL HAVING BEEN HEARD AND RESERVED FOR ORDERS ON APRIL 29, 2026 COMING ON FOR PRONOUNCEMENT OF ORDER THIS DAY, THE TRIBUNAL MADE THE FOLLOWING: ORDER Per: Justice P. S. Dinesh Kumar, Presiding Officer This appeal is directed against order dated 24.01.2023, passed by the WTM1, SEBI2 issuing several directions. The main directions are to take steps for recovery of dues from Mysore Amalgamated Coffee Estates Limited („MACEL‟ for short) and to pay a penalty of ₹26 Crores for violation of Securities laws. 2. Heard Mr. Janak Dwarkadas, learned Senior Advocate for the appellant and Mr. Pradeep Sacheti, learned Senior Advocate for the SEBI. 3. Brief facts of the case are, Coffee Day Enterprises Limited („CDEL/Company for short) is a listed company. It has 49 subsidiaries. Through its subsidiaries and associates, the Company was doing business in multiple sections such as coffee retail and exports, leasing of commercial office space, financial 1 Whole time member 2 Securities Exchange Board of India services, etc. The Chairman of the Group, V. G. Siddhartha reportedly committed suicide in July, 2019. In his suicide note dated 27.07.2019 written to the Board of Directors and Coffee Day family, he had written that he was in deep debt. After his demise, Mr. Ashok Kumar Malhotra, a retired DIG3 of CBI4 and Agastya Legal LLP, a law firm were engaged to investigate the books of accounts of the Company and its subsidiaries. SEBI also initiated investigation on its own to ascertain whether any funds were diverted to related entities. 4. The report submitted by Mr. Malhotra and SEBI‟s investigation revealed diversion of ₹3,535 Crore from seven subsidiaries to MACEL, a related entity of Company‟s promoters. The dues outstanding payable by MACEL to the said subsidiaries is as follows: Outstanding Dues from MACEL Sl. o. Name of the subsidiary As on March 31, As on July 31, 2019 2019 1. C offee Day Global Ltd. 65 1,112 2. T anglin Retail Reality Developments 789 1,050 Pvt. Ltd. 3. T anglin Developments Ltd. -12 620 4. G iri Vidhyuth(India) Ltd. - 370 5. C offee Day Hotels and Resorts Pvt. - 155 Ltd. 6. C offee Day Trading Ltd. - 125 7. C offee Day Econ Pvt. Ltd. - 103 Total 842 3,535 3 Deputy Inspector General. 4 Central Bureau of Investigation 5. The purpose of transferring and the persons responsible for the decision to transfer the funds was explained to the SEBI by CDEL in its email5 as follows: (a) MACEL owned coffee estates. It was supplying coffee beans to the Coffee Day Global. MACEL had long standing business relation with Coffee Day Global. The funds were transferred to MACEL from subsidiary companies by Siddhartha and the purpose of transfer was not recorded; (b) All amounts advanced to MACEL was by the subsidiaries through normal banking channel; (c) Siddhartha alone took decisions to transfer the amounts from subsidiaries to MACEL; and (d) MACEL had confirmed the outstanding dues to the subsidiaries and the subsidiaries had sought for an action plan to repay the dues. 6. MACEL had written6 to SEBI stating that as on 31.07.2020, ₹3,499 Crore was payable to the subsidiaries. With regard to the flow of funds from subsidiaries, its utilisation and bank account details, MACEL wrote7 to SEBI as follows: “Mysore Amalgamated Coffee Estates Limited (MACEL) has around 600 acres of Coffee Plantations in Chikkamagalur/Hassan Dist. Late. V. G. Siddhartha (VGS) and his family owns around 10,000 acres of coffee estates through 5 dated 24.08.2020 6 Email dated 28.09.2020 7 Email dated 15.12.2020 various entities belonging to VGS & Family. All these estates are managed and operated by MACEL. All expenses and income of these entities are monitored by MACEL. Hence there have been regular financial transactions between MACEL and these entities. There were lot of transactions on daily basis between MACEL and these entities. Further, we would like to bring to your kind attention that VGS used to transfer amount from MACEL to various entities himself or by using the cheques pre- signed by Authorised Signatories. VGS used to ask the Authorised Signatories to sign bunch of cheques which were kept in his possession and used them as and when required. All these transactions are carried out / approved by VGS. Due to large transactions between MACEL and other entities on day to day basis, we have provided the authorized signatories to the respective bank accounts instead of authorized signatories for the transfer of amount. MACEL has engaged external experts to ascertain the details of deployment of the aforesaid funds. We are in constant touch with the subsidiaries of Coffee Day Enterprises Limited and are actively working towards the plan for repayment of dues of MACEL.” 7. SEBI, vide email dated 20.10.2020, sought additional information from CDEL with respect to transfer of funds from CDEL & its subsidiaries to MACEL for the period from 31.03.2019 to 31.07.2019, the sources of funds of the subsidiaries, the bank accounts through which the money was transferred and relevant supporting documentary evidences like minutes of Board meeting, documentary evidence for authorized signatories, shareholder's approval, etc. 8. CDEL submitted its reply8 to the SEBI stating that Malhotra report demonstrated the manner in which Siddhartha used to single-handed [Showing first 8,000 characters — download PDF for full document]