United Spirits Ltd

Dear Members,

Your directors are pleased to present the 26th Board's Report of your Company and the audited financial statements for the year ended 31st March 2025.

(Amount in crore)

During the current year, Revenue from operations increased by 5.5% on standalone basis and 4.8% on consolidated basis. Profit after tax has increased by 18.8% on standalone basis and 12.4% on consolidated basis. The challenges which United Spirits Limited (‘USL' / ‘Company') faced during the year and the environment in which the Company operates have been detailed in the Management Discussion and Analysis Report which is forming part of this Integrated Annual Report (‘Report').

1. Performance of the Company

During the year under review, your Company's sales volume was 64 million cases resulting in an increase of 4.1% compared to previous year.

Net sales/income from operations (net of excise duties and taxes) of your Company increased by 8.2% in the financial year ended 31st March 2025 which stood at 11,573 crore (previous year 10,692 crore). With continuous focus on premiumization, overall Prestige & Above segment represented 83% of total volumes (vs 82% in the previous year) and 89% of total net sales (vs 87% in the previous year) during the financial year ended 31st March 2025. The Prestige and Above segment's net sales were up by 9.9% with strong double-digit growth across the higher value sub-segments. The Popular segment represented 17% (vs 18% in the previous year) of total volumes and 10% (vs 10% in the previous year) of total net sales during the financial year ended 31st March 2025.

2. Material changes and commitments / events subsequent to the date of the financial statements

There have been no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year 2024-25, to which the Financial Statements relate and the date of this Report.

3. Change in nature of business, if any

The Company did not undergo any change in the nature of its business during the financial year. The details of the nature of business are provided in the Management Discussion and Analysis Report and the Report on Risk Management forming part of this Report.

4. Dividend

The Board of Directors of the Company have recommended payment of 8 per equity share (face value 2/- each) as final dividend for the financial year 2024-25. The record date for payment of final dividend is 1st August 2025. The final dividend, subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company, will be paid on or after 4th September 2025. During the year under review, the Company has also paid an interim dividend of 4 per equity share of (face value 2/- each) for the financial year 2024-25 to the shareholders on 21st April 2025. The Company has announced a total dividend of 12 per equity share for the financial year 2024-25. This would translate into payout ratio of 56%.

As per the Income-Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend after deduction of tax at source ("TDS").

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, (‘Listing Regulations') the Board of Directors of the Company (the ‘Board') has adopted a dividend Distribution Policy (the ‘Policy') which is made available on website of the Company at https://www.diageoindia. com/~/media/Files/D/Diageo-V2/Diageo-India/investors/ shareholder-centre/policies/2023/dividend-policy.pdf

5. Transfer to reserves

During the year under review, there was no amount transferred to the general reserves of the Company.

6. Capital

There is no change in the capital during the financial year 2024-25.

7. Details of subsidiaries, associates and joint venture companies and their financial position

The performance of subsidiaries, associate company and joint venture companies and their contribution to the overall performance of the Company is covered as part of the consolidated financial statements. The salient features of the financial statements of the subsidiary, associate and joint venture company(s) is appended in form AOC-1 to this Report as Annexure–1. Out of nine subsidiary companies, eight subsidiary companies were non-operative.

I. Royal Challengers Sports Private Limited (RCSPL), a wholly owned subsidiary of your Company, reported a revenue from operations of 504 crore during the financial year which has declined by 21%, primarily on account of lower number of Men's Indian Premier League (IPL) matches played by Royal Challengers Bengaluru (RCB). During the financial year, RCSPL reported a profit of 140 crore against 222 crore in the previous financial year, primarily on account of lower number of Men's IPL matches. During the year, RCSPL had declared and paid an interim dividend of 120 crore.

II. The Board of Directors at their meeting held on 4th April 2024, approved the investment in Inspired Hospitality Private Limited ("Pistola") by subscribing to 3,494 Compulsory Convertible Preference Shares ("CCPS") and 10 equity shares of Pistola equivalent to 15% of its issued and paid-up share capital on a fully diluted basis for an aggregate consideration of 5.65 crore. The aforesaid transaction was completed on 9th May 2024. The Management has considered Pistola to be a joint venture.

III. The Board of Directors at their meeting held on 23rd July 2024, approved the investment in V9 Beverages Private Limited ("Sober") by subscribing to 1,972 CCPS and 10 equity shares of Sober equivalent to 15% of its issued and paid-up share capital on a fully diluted basis for an aggregate consideration of 2.29 crore. The aforesaid transaction was completed on 26th September 2024. The Management has considered Sober to be a joint venture.

IV. The Board of Directors at their meeting held on 23rd July 2024, approved the investment in Indie Brews and Spirits Private Limited ("Quaffine") by subscribing to 4,016 CCPS and 10 equity shares of Quaffine equivalent to 25% of its issued and paid-up share capital on a fully diluted basis for an aggregate consideration of 5 crore. The aforesaid transaction was completed on 27th September 2024. The Management has considered Quaffine to be a joint venture.

V. During the financial year, your Company granted secured loan of 18 crore to Nao Spirits & Beverages Private Limited ("Nao Spirits"). Your Company holds 30% ownership interest on a fully diluted basis as on 31st March 2025.

The Company's policy for determining material subsidiaries is available at the Company's website at https://www. diageoindia.com/~/media/Files/D/Diageo-V2/Diageo-India/investors/shareholder-centre/policies/2025/policy-for-determining-material-subsidiaries.pdf

In accordance with the third proviso to section 136(1) of the Companies Act, 2013 (‘the Act'), the Integrated Annual Report and financial statements of each of the subsidiary companies have also been placed on the website of the Company at https://www.diageoindia.com/en/ investors/ subsidiaries-financial.

8. Prospects/Outlook

The details about prospects/outlook of your Company are provided under the Management Discussion and Analysis Report, forming part of this Report.

9. Board meetings, Board of Directors, Key Managerial Personnel & Committees of Directors:

Independent Directors

(i) Mr. Rajiv Gupta, resigned as an Independent Director of the Company with effect from close of business hours on 31st July 2024. He served as an Independent Director of the Company for close to 10 years and as part of the planned transition with appointment of new Independent Directors, he stepped down as an Independent Director.

(ii) Mr. D Sivanandhan resigned as an Independent Director with effect from close of business hours on 31st July 2024. He served as an Independent Director for over 11 years and as part of the planned transition with appointment of new Independent Directors, he stepped down as an Independent Director.

(iii) Dr. Indu Shahani ceased to be an Independent Director upon completion of her second term from end of business hours on 29th September 2024. She served a decade as an Independent Director and completed two terms as an Independent Director of the Company.

(iv) Mr. M K Sharma ceased to be Chairperson & Independent Director of the Company upon completion of his second term from end of business hours on 31st March 2025. He served a decade as an Independent Director of the Company and completed two terms as an Independent Director of the Company.

Non-Executive Directors

(i) Ms. Mamta Sundara, resigned as a Non-Executive Non-Independent Director of the Company with effect from end of business hours on 30th September 2024 consequent to her resignation from the employment of Diageo group.

(ii) Ms. Emily Kathryn Gibson, resigned as a Non-Executive Non-Independent Director of the Company with effect from end of business hours on 31st October 2024 consequent to her resignation from the employment of Diageo group.

Executive Directors

Ms. Hina Nagarajan resigned as (i) Director (ii) Managing Director and (iii) Chief Executive Officer of the Company with effect from end of day 31st March 2025 consequent to her taking up a new role within the Diageo group. Accordingly, she ceased to be a Key Managerial Personnel from the aforesaid date.

Independent Director

On the basis of recommendation of Nomination and Remuneration Committee, the Board had considered and approved the appointment of Ms. Amrita Gangotra as an Independent Director of the Company for a term of five years with effect from 1st September 2024. The approval of the shareholders was received at the Annual General Meeting held on 31st July 2024. Ms. Gangotra is an award-winning technology leader and entrepreneur with global experience driving digital transformation in telecom, IT services and FMCG sectors and brings deep expertise in technology strategy, innovation, and enterprise transformation.

Non-Executive Director

On the basis of recommendation of Nomination and Remuneration Committee, the Board had considered and approved the appointment of Ms. Preeti Arora as a Non-Executive and Non-Independent Director of the Company with effect from 1st October 2024. The approval of the shareholders was received by means of postal ballot on 18th December 2024. Ms. Arora is a seasoned senior executive with 25 years of experience and currently serves as Managing Director for Diageo's South-East Asia business. She is known for delivering strong business results and she has also led across both developed and emerging markets, focusing on strategic resourcing and execution excellence.

Executive Director

Mr. Praveen Someshwar was appointed as (i) Additional

Director (ii) Managing Director (iii) Chief Executive Officer and (iv) Key Managerial Personnel of the Company with effect from 1st April 2025. Mr. Someshwar is a dynamic business leader with over three decades of experience in driving transformation, strategy, and execution within the media and FMCG industries. He is recognized as a passionate leader committed to driving change and has a proven track record in business transformation and development across multiple markets. In view of the background, qualification and experience of the appointee, the Board of Directors considers his appointment to be in the best interest of the Company and the Company has sought approval of the members through postal ballot.

Consequent to the retirement of Mr. M K Sharma, Mr. V K Viswanathan has been appointed as the Chairperson of Board and of the Company with effect from 1st April 2025. He is already serving as an Independent Director of the Company since 2016. In view of the background, qualification and his rich experience, the Board of Directors considers his role as Chairperson to be in the best interest of the Company.

The Board wishes to place on record its deep appreciation to Mr. M K Sharma and Ms. Hina Nagarajan for providing an exemplary leadership, guidance and leading the Board and the Company towards progress with the highest standards of integrity. The Board also places on record the valuable contribution made by Dr. Indu Shahani, Mr. D Sivanandhan, Mr. Rajeev Gupta, Ms. Mamta Sundara and Ms. Emily Kate Gibson during their association with the Company. The brief profiles of Directors are available on the Company's website at https://www.diageoindia.com/en/investors/ board-of-directors

C. Re-appointment of Director

As per the provisions of the Act, Mr. Mark Dominic Sandys retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment. Members may please note that Mr. Mark Dominic Sandys, was appointed as a Non-Executive Director on 1st April 2022. He is not debarred from holding the directorship under any statutory regulations.

D. Independent Directors

Criteria for selection/ appointment or re-appointment of Independent Directors include skills, expertise, qualifications, experience and domain knowledge of the Director. The required skills of Independent Directors are Operating leadership experience/ Entrepreneurship, FMCG/Regulated Industry expertise, Corporate governance and Risk Management, Financial Management, ESG, Digital and Technology and Public affairs and policy. Matrix setting out the core Skills / Expertise/ Competence of the Board of Directors forms part of Corporate Governance Report. In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency, the details of which are provided in the Corporate Governance Report which is forming part of this Integrated Annual Report.

E. Declaration by Independent Directors

All Independent Directors have given a declaration pursuant to sub-section (6) of section 149 of the Act. In the opinion of the Board, Independent Directors fulfil the conditions specified in Listing Regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

F. Number of meetings of the Board

The details of the Board Meetings and other Committee Meetings held during the financial year 2024-25 are stated in the Corporate Governance Report which is forming part of this Integrated Annual Report.

G. Board Committees

The Board has constituted the following Committees :

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility and Environmental, Social and Governance Committee

• Risk Management Committee

• Stakeholders Relationship and General Committee

• Committee of Directors

The composition of each of the above Committees, their respective roles and responsibilities are provided in the Corporate Governance Report which forms part of this Integrated Annual Report.

H. Policies

The Company has adopted all policies as required under the provisions of the Act, and the Listing Regulations. The same are uploaded on the website of the Company at https://www.diageoindia.com/en/ investors/shareholder-centre/policies

During the year, the Nomination and remuneration policy was modified inter-alia to incorporate the statutory amendments and the same was approved by the Board. The Policy is made available on website of the Company at https://www.diageoindia.com/~/media/Files/D/ Diageo-V2/Diageo-India/investors/shareholder-centre/ policies/2025/nomination-and-remuneration-policy.pdf

The salient feature of revised policy is definition of Senior Management Personnel widened to include persons identified and designated as KMP, other than Board of Directors.

I. Recommendations of the Audit Committee and other committees

All the recommendations of the Audit Committee and of the other committees were accepted by the Board.

J. Details of remuneration to Directors

As required under section 197 of the Act, information relating to remuneration paid to Directors during the financial year 2024-25 is provided in the Corporate Governance Report.

As stated in the Corporate Governance Report, sitting fees is paid to the Independent Directors for attending Board/Committee meetings. They are also entitled to reimbursement of actual travel expenses, boarding and lodging, conveyance and incidental expenses incurred in attending such meetings. In addition, the Independent Directors are also eligible for commission every year as may be recommended by the Nomination and Remuneration Committee and approved by the Board within the overall limit of 4 crore or 1% of the net profits of the Company calculated in accordance with section 198 of the Act, whichever is lower. The approval of the members was sought at the 25th Annual General Meeting held on 31st July 2024. Criteria for payment of remuneration to Independent Directors are as given below:

i. Membership of Committees ii. Chairpersonship of the Committees/Board iii. Benchmarking with other companies

The Board of Directors have approved payment of commission of 2,50,70,000 to eight Independent

Directors (including pro-rata commission to Independent Directors who were appointed/ resigned/retired during the year) after applying the criteria stated above for the financial year 2024-25. The details of remuneration to directors forms part of corporate governance report of this Integrated Annual Report.

The criteria for payment of remuneration to executive directors is determined by the Nomination and Remuneration Committee based on various parameters. The Company's policy on Directors' appointment and remuneration is available on the Company's website at https://www.diageoindia.com/~/media/Files/D/ Diageo-V2/Diageo-India/investors/shareholder-centre/ policies/2025/nomination-and-remuneration-policy.pdf

Board evaluation criteria

Pursuant to the provisions of the Act and regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation, based on parameters which, inter alia, include performance of the Board on deciding strategy, rating the composition & mix of board members, discharging of their duties, handling critical issues, contribution made at the Board meeting, attendance, instances of sharing information on best practices applied in other industries, domain knowledge, vision, strategy and engagement with senior management etc.

The Independent Directors at their separate meetings, reviewed the performance of non-independent directors and the Board as a whole, Chairperson of the Company (after taking into account the views of executive directors and non-executive directors) reviewed the quality, quantity and timeliness of flow of information between the management and the Board, for the Board to effectively and reasonably perform their duties. Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon.

The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Integrated Annual Report.

K. Meeting amongst Independent Directors

Schedule IV of the Act, Listing Regulations and Secretarial Standard - 1 on Meetings of the Board of Directors mandates that the Independent Directors of the

Company hold at least one meeting in a financial year, without the attendance of Non-Independent Directors.

The Independent Directors met amongst themselves without the presence of any other persons quarterly on 23rd May 2024, 22nd July 2024, 22nd October 2024 and 22nd January 2025.

10. Vigil Mechanism

Your Company has established whistle-blower mechanism known as SpeakUp, which is being independently operated by an independent agency. We encourage our employees or representatives acting on behalf of the Company, to raise the concerns through this mechanism, apart from other internal reporting channels viz. Line Manager, HR Business Partner, Legal Business Partner and Business Integrity partner.

The SpeakUp channel is available on the Company's website at https://www.diageoindia.com/en/about-us/corporate-governance/speak-up with services available in English and 5 other regional languages, and compliance concerns can be raised by any aggrieved person through web page or toll-free number.

The quality of investigation reports and remedial actions are reviewed and monitored by the Global Business Integrity team and Diageo India Business Integrity team. The decision on sanctions on the reported breaches are determined and monitored by a Compliance Committee for significant breaches and the Grievance Committee for other breaches, ensuring there is a collective, transparent and an unbiased decision-making process and that consistent action is undertaken in a timely manner to resolve the identified breaches.

A structured Breach Management Standard is in place which is in line with the Global Standard, for timely and conclusive resolution of compliance concerns raised through the whistle blower mechanism.

This vigil mechanism has been established to provide adequate safeguards against the victimization of employees, who avail this mechanism for reporting complaints and grievances in good faith and without fear of being punished for doing so. Access to the Chairperson of the Audit Committee is provided as required under the Act and the Listing Regulations.

11. Related party transactions

The Company's policy on dealing with related party transactions was adopted by the Board on 15th June 2015 and further amended from time to time. This policy is available on the Company's website at https://www.diageoindia.

com/~/media/Files/D/Diageo-V2/Diageo-India/investors/ shareholder-centre/policies/2025/policy-on-related-party-transactions.pdf

The disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Act in Form AOC-2 pursuant to section 134(3)(h) of Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure-2 to this Report.

All related party transactions that were entered into during the financial year 2024-25, were at arm's length basis and were in the ordinary course of business except loan to one of the associate company as further detailed at Point 7 of Board's Report and are provided at note no. 45 and 46 of Standalone Financial statements. There were no material related party transactions entered into by the Company with promoters, directors, key managerial personnel or other designated persons which may have a conflict of interest with the Company at large. Pursuant to Listing Regulations, the resolution for seeking approval of the members on material related party transaction(s) is being placed at the 26th AGM of the Company.

12. Auditors and Audit Reports i) Financial audit

M/s. Price Waterhouse & Co. Chartered Accountants LLP (FRN 304026E/E-300009) Statutory Auditors of your Company, were re-appointed for a second term of five years as Auditors of your Company from the conclusion of the 22nd AGM held on 26th August 2021 till the conclusion of 27th AGM of the Company required under section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors have given unqualified opinion on the financial statements for the financial year ended 31st March 2025.

ii) Secretarial Audit

Pursuant to section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit has been carried out by Mr. Sudhir V Hulyalkar, Practicing Company Secretary (FCS: 6040 and CP No. 6137) and his report is annexed as Annexure–3.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

In addition, pursuant to Regulation 24A of the Listing Regulations, the Secretarial Compliance Report for the financial year ended 31st March 2025, in relation to compliance of all applicable SEBI Regulations/ circulars/guidelines issued thereunder, is annexed as Annexure–3A. The Secretarial Compliance Report has been voluntarily disclosed as part of this Report as good governance practice. The said report has been submitted to the stock exchanges and is also available on the Company's website at https://www.diageoindia. com/en/investors/shareholder-centre/notice-board

The Board of Directors of the Company has approved appointment of M/s. Makarand M. Joshi & Co, (‘MMJC') Practicing Company Secretary (Firm Registration No. P2009MH007000; Peer Review Certificate No. 6290/2024) as the Secretarial Auditor of the Company for the tenure of five consecutive years from 1st April 2025 till 31st March 2030 subject to approval of shareholders at the ensuing AGM. MMJC has confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

(iii) Cost audit

The Company is maintaining requisite cost records for its applicable products. M/s. Rao, Murthy & Associates, were appointed as cost auditors for the applicable products of the Company for the financial year 2024-25. The Company is required to submit the report to the Central Government within 180 days from the end of the financial year.

13. Reporting of fraud by Auditors

During the year under review, neither the statutory auditor nor the secretarial auditor have reported to the Audit Committee or the Board, under section 143(12) of Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

14. Corporate governance

A Corporate Governance Report for the year under review is annexed separately which forms part of this Integrated Annual Report. Board confirms compliance with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

15. Management discussion and analysis report

The Management Discussion and Analysis Report for the year under review is annexed separately which forms part of this Integrated Annual Report.

16. Fixed deposits

During the year the Company has not accepted any fixed deposits, including from public and no amount of principal or interest is outstanding and due to be transferred to Investor Education and Protection Fund (IEPF).

17. Annual return

In accordance with section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, a draft annual return in e-form MGT-7 for financial year 2024-25 has been uploaded on Company's website at https://www. diageoindia.com/~/media/Files/D/Diageo-V2/Diageo-India/investors/financials/results-reports-and-presentations/ draft-annual-return-2024-25.pdf

Members may also note that the annual return uploaded on the website is a draft and the final annual return will be uploaded after the same is filed with the Ministry of Corporate Affairs (‘MCA').

18. Transfer to Investor Education and Protection Fund (IEPF)

No unclaimed dividend and shares were required to be transferred to IEPF during the year ended 31st March 2025 pursuant to section 124 of the Act.

19. Human resources

Employee relations remained cordial at all the locations of the Company. Particulars of employees drawing an aggregate remuneration of 1,02,00,000/- or above per annum or 8,50,000/- or above per month, as well as additional information on employee remuneration as required under the provisions of rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of this Report in Annexure–4 hereto.

20. Employees stock option scheme

Your Company has not offered any stock options to its employees during the financial year 2024-25 within the meaning of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

21. Particulars of loans, guarantees and investments

Loans, guarantees and investments covered under section 186 of the Act are detailed in Notes to the financial statements under note 45 of the Standalone Financial Statements for the year ended 31st March 2025.

Further, the details of loans, guarantee and investments in the subsidiaries, associates and joint venture of Company is covered and disclosed under Point 7 of Board's report.

22. Risk management

Details on Risk Management is annexed as Annexure–5 to this Report.

23. Internal financial controls

During the year, the Governance, Risk and Controls (GRC) team undertook a comprehensive assessment of the Company's internal controls, covering both SOX and non-SOX areas. Additional attributes were incorporated where necessary to enhance robustness and ensure alignment with global benchmarks. These controls were tested by both management testers and statutory auditors, who confirmed their effectiveness and alignment. The Board reviewed the outcomes of the control assessments, along with confirmations from external auditors, and evaluated the effectiveness of the Company's internal financial controls. This included adherence to policies, safeguarding of assets, fraud prevention, and the accuracy and timeliness of financial reporting. The Board concluded that the internal controls are adequate, operating effectively, and commensurate with the size and complexity of the Company's operations. The statutory auditors' opinion on internal financial controls forms part of the audit report, and a corresponding statement is disclosed in the Directors' Responsibility Statement.

24. Corporate social responsibility

Information on the composition of the Corporate Social Responsibility and Environmental, Social and Governance Committee (CSR & ESG) is provided in the Corporate Governance Report that forms part of this Integrated Annual Report. Furthermore, as required by section 135 of the Act and the rules made thereunder, additional information on the policy and implementation of CSR activities by your Company during the year are provided in Annexure–6 to this Report.

25. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars prescribed under section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure–7 to this Report.

26. Details of significant and material orders passed by the regulators or courts impacting the going concern status and Company's operations in future pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014

The Company has not received any significant or material order passed by regulators or courts or tribunals impacting the Company's going concern status or the Company's operations in future.

27. Disclosure as required under section 22 of Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA), the Company has designed and implemented a comprehensive policy and framework to promote a safe and secure work environment, where every person at the workplace is treated with dignity and respect. Moreover, the Company's policy is inclusive and gender neutral. Further, the complaint redressal mechanism detailed in the policy ensures complete anonymity and confidentiality to the parties.

Internal Committees (IC) have been constituted and each Internal Committee has appointed members who are employees of the Company and an independent external member, having extensive experience in the field. The Internal Committees meet on a half yearly basis to discuss matters on policy awareness, best practices, judicial trends, etc. During the year, Internal Committees have also been trained on nuances of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Committees' role is to consider and resolve the complaints reported on sexual harassment at workplace. Investigation is conducted and decisions are made by the Internal Committees at the respective location, and a senior woman employee is the presiding officer on every case.

i) Number of complaints filed during the financial year: 2 (Two) complaints received

ii) Number of complaints disposed off during the financial year: 01 (One)

iii) Number of complaints pending as on end of the financial year: 01 (One) [The enquiry is underway]

To build awareness in this area, the Company has been publishing newsletters, emailers, posters, conducting online training modules and monthly induction training for newly joined employees. Besides the refresher, virtual training programs are conducted in the organization on a continuous basis for employees (including blue collared employees), consultants, contractual employees and permanent/ contractual workers in regional languages. The Internal Committee has also conducted informal sessions to check the pulse at the grassroot levels.

28. Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility and Sustainability Report (BRSR) for the year under review has been prepared in compliance with the Listing Regulations and is included in this report on page 255, along with a reasonable assurance report on the BRSR Core KPIs issued by M/s Price Waterhouse & Co. Chartered Accountants LLP, the Company's Statutory Auditors.

29. Other Disclosures a. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued any sweat equity shares to its directors or employees.

c. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

d. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

e. There are no deposits accepted by Company which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

30. Directors' responsibility report

Pursuant to section 134 (5) of the Act in relation to financial statements (together with the notes to such financial statements) for the financial year 2024-25, the Board of Directors report that:

(i) in the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards have been followed and there is no material departure;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2025 and of the profit of the Company for year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company commensurate with the size and nature of its business and the complexity of its operations and that such internal financial controls are adequate and are operating effectively.

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws by implementing an automated process having comprehensive systems and securing reports of statutory compliances periodically from the functional units and that such systems are adequate and are operating effectively.

The Board of Directors place on record sincere gratitude and appreciation to all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.