డైరెక్టర్ల నివేదిక Allied Blenders & Distillers Ltd.

Mar 31, 2026

Your Directors have pleasure in presenting their 18^th Annual Report of the Company (“the Company” or “ABDL”) along with the Audited Financial Statements for the Financial Year ended March 31, 2026 (“the Year” or “FY 2025-26”).

A. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

The Audited Financial Statements for the Financial Year ended March 31, 2026, forming part of this Annual Report, have been prepared in accordance with the applicable Indian Accounting Standard (hereinafter referred to as “Ind AS”) prescribed under Section 133 of the Companies Act, 2013 (“Act”) and other recognized accounting practices and policies to the extent applicable. The Company’s performance during the Financial Year under review as compared to the previous Financial Year is summarized below:

(''in Lakhs)
Particulars	Standalone		Consolidated
	2025-2026	2024-2025	2025-2026	2024-2025
Revenue from Operations (Gross)	7,50,982.91	8,07,296.11	7,57,134.71	8,07,315.46
Revenue from Operations (Net)	3,88,015.03	3,51,969.02	3,92,277.84	3,51,988.37
Other Income	2,873.60	2,143.99	2,598.77	2,086.81
Total Expenses (excl. Excise Duty)	3,50,326.32	3,27,031.16	3,59,475.20	3,27,502.91
Profit Before Exceptional Item and Tax	40,562.31	27,081.85	35,401.41	26,572.27
Less : Exceptional Item	284.75	-	284.75	-
Less : Tax Expense /(credit)	13,444.60	7,068.97	13,104.92	7,087.71
Profit after Tax	26,832.96	20,012.88	22,011.74	19,484.56
Add : Other Comprehensive Income	(162.96)	69.25	(83.30)	69.25
Total Comprehensive Income	26,670.00	20,082.13	21,928.44	19,553.81
Reserve and Surplus at the Beginning of the year (Retained Earning)	32,316.25	12,234.12	29,193.76	9,919.95
Surplus carried forward to Balance Sheet Earnings Per Share (EPS)	48,916.68	32,316.25	40,672.87	29,193.76
Basic ('')	9.59	7.38	8.16	7.19
Diluted ('')	9.591	7.38	8.161	7.19
*Anti-DHutive Note: The above figures are extracted from the audited standalone and consolidated financial statements of the Company prepared in accordance with the Ind AS.

Financial Highlights / Current Year Review:

The Company is engaged in the business of manufacturing and marketing of Indian-Made Foreign Liquor (‘IMFL'') products. There has been no change in the business of the Company during the Financial Year ended March 31, 2026.

During the year under review on standalone basis, your Company has recorded revenue (net of excise duty) of ''3,88,015.03 Lakhs,

marking a growth of 10.24% as compared to ''3,51,969.02 Lakhs during the previous year. The total expenses (excl. excise duty) during the year increased by 7.12% to ''3,50,326.32 Lakhs as compared to ''3,27,031.16 Lakhs during the previous year.

Consequently, your Company’s profit before

Exceptional Item and Tax for the year stood at ''40,562.31 Lakhs, representing a significant

increase of approximately 49.78% over ''27,081.85 Lakhs in the previous year. Profit After Tax was ''26,832.96 Lakhs, registering a remarkable growth of 34.08% compared to ''20,012.88 Lakhs during the previous year.

State of Company''s Affairs and Review of Operations :

Robust Financial Performance

FY26 reflected the growing quality of our earnings and the continued momentum of our business. This outcome was led by the accelerated growth of our Prestige & Above portfolio, the continued expansion of our luxury business and disciplined cost management across the organisation. Another defining milestone during the year was ICONiQ White surpassing the 10-million-case mark. As we enter the new Financial Year, we do so with confidence, focused on scaling our market presence and gaining share across key segments.

On a consolidated basis, Total Income (Excl. Excise Duty and including Other Income) increased by 11.52% to ''3,94,876.61 Lakhs, while EBITDA reached a record high of ''56,782.21 Lakhs, registering a growth of 25.78% over FY25. EBITDA margins expanded by 163 basis points to 14.38%, reflecting the benefits of favourable product mix, operating leverage and the early gains from our backward integration initiatives. Gross margins

improved to 45.6%, aided by disciplined state-brand-SKU mix optimisation and packaging cost efficiencies.

Our Profit After Tax stood at ''22,011.74 Lakhs during FY26, while operating cash flow generation improved significantly to ''36,196.12 Lakhs, supported by strong profitability and sustained working capital discipline. Reflecting a robust financial position, the Board has recommended a dividend of 270%, equivalent to ''5.4 per Equity Share.

Further Strengthening of the Balance Sheet

Our disciplined financial management and improving profitability profile further enhanced the balance sheet during FY26, even as we progressed through a strategic capex cycle. Net Debt to EBITDA remained at 1.7x as of March 31, 2026, comfortably within our stated framework of below 2.0x, while Net Debt to Equity stood at 0.6x.

At the same time, Return on Capital Employed stood at 19.7% in FY26, reflecting higher profitability and improved capital productivity. Importantly, we funded our strategic investments through a balanced combination of internal accruals and calibrated leverage. The strength of our balance sheet provides us with the flexibility to invest in premiumisation, backward integration and portfolio expansion opportunities as we move ahead.

Strategic Milestones During the Year

During FY26, we achieved several important milestones that further strengthened our portfolio, operating capabilities and long-term growth platform.

• Prestige & Above salience increased to 47.2% of overall volumes and 57.3% of sales value, reflecting the continued shift in our portfolio mix towards higher-value categories.

• ICONiQ White crossed the significant milestone of 10 million cases during FY26, recording sales of 10.7 million cases and continues to be one of the fastest-growing millennial spirit brands globally.

• ABD Maestro also expanded its presence with a diversified portfolio spanning whisky, gin, vodka and rum categories, deepening our participation in the Super-Premium and Luxury segments.

• Our premium and luxury portfolio was further enriched through new launches, including The Collective, a limited-edition 34-year-old single malt Scotch whisky, distilled by Macallan.

• We also strengthened our presence across strategic premium channels, including Travel Retail and the Canteen Stores Department (CSD), creating additional avenues for premium portfolio growth and deeper consumer engagement. ¹

supported by wider international distribution of our premium portfolio and continued strength in exports.

• We also successfully commissioned the PET bottle manufacturing facility in Telangana, which has been EBITDA accretive since Q3 FY26.

• In parallel, we made meaningful progress on the malt distillery project in Telangana and the ENA distillery expansion in Maharashtra,

• Initiated Phase 2 of our strategic backward integration expansion, including investment across Uttar Pradesh, Maharashtra and Andhra Pradesh aimed at strengthening bottling and ENA capabilities across key growth markets.

• These projects are expected to be strongly value accretive and structurally improve our profitability profile over the medium term.

Taken together, these milestones have reinforced longterm supply chain security, advanced operational integration and strengthened our readiness for the next phase of premium portfolio expansion.

Financial Liquidity

Your Company remained committed to efficient cash management, ensuring sufficient liquidity and access to backup lines of credit. The Company’s working capital management is robust and involves a well-organized process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

During the year under review the Company availed various credit facilities from the existing banking partners to meet its business requirements. The Company has been regular in servicing its debt obligations, including payment of interest and repayment of principal amounts to term lenders. There has been no default in the repayment of any interest or principal amount during the Financial Year.

The Company continued to avail the unsecured loan extended by a Director of the Company. In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the said amount is excluded from the definition of a ‘Deposit’. The necessary details thereof are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

Credit Ratings

During the year under review, India Ratings & Research Private Limited has upgraded the bank loans rating of the Company from ‘IND A-’ to ‘IND A’ with Positive Outlook. The upgrade reflects the sustained improvement in the Company’s scale of operations with a significant growth in FY 26, led by increased contribution from its

higher-margin brands as a result of its continued premiumisation efforts.

Further, the Company is not classified as a “Large Corporate” in terms of the Securities and Exchange Board of India Master Circular No. SEBI/HO/DDHS/PoD1/P/ CIR/2024/54 dated May 22, 2024 (as amended from time to time), and accordingly, the provisions relating to Large Corporates are not applicable to the Company.

Dividend

Based on the Company’s performance and Dividend Distribution Policy of the Company, the Board of Directors are pleased to recommend a Dividend of ''5.40 per Equity Share of the face value of ''2.00/- each (270%), for the Financial Year ended March 31, 2026, as compared to a dividend of ''3.60 per Equity Shares (180%) declared in the previous year. The proposed dividend will result into total cash outflow of ''151.04 crores as against 100.70 crores in the previous year.

Dividend will be payable subject to approval of Shareholders at the ensuing Annual General Meeting ("AGM") and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Record Date. The Board of your Company decided not to transfer any amount to the General Reserve for the year under review.

Dividend Distribution Policy

In accordance with the provision of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015”] and any amendments thereto, your Company has formulated a Dividend Distribution Policy, which sets out the parameters and circumstances that will be taken into consideration by the Board in determining the distribution of dividend to its Shareholders.

The Dividend Distribution Policy of the Company is uploaded on the Company’s website and can be accessed at the Web-link: https://www.abdindia.com/investor-relations/corporate-governance/policies-schemes/

Investor Relations (IR)

Your Company remains committed to fostering trust and transparency with investors and analysts, while adhering to global best practices in investor relations. During FY 2025-26 the Company actively engaged with multiple domestic and international investors and analysts through conferences, as well as individual and group interactions, conducted both in-person and virtually (excluding quarterly earnings calls, analyst meets and specific event-related interactions). All events hosted during the year, including quarterly earnings calls, analyst meets and product launch events, witnessed strong participation from the investor and analyst community.

A key highlight of the year was the Capital Markets Day, which was attended by approx. 200 participants, reflecting strong interest in the Company’s strategy and performance.

The Company also ensures that critical information is readily accessible to investors through timely updates on its website.

B. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Subsidiaries (‘the Group’) have been prepared in accordance with the Act and applicable Indian Accounting Standards. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets and for preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of your Company, as aforestated. The consolidated financial statements of the Group are provided separately and forms part of the Annual Report.

The Consolidated Revenue (net of excise duty) from operations is ''3,92,277.84 Lakhs in the current year as compared to ''3,51,988.37 Lakhs in the previous year, registering an increase of 11.45%.

The consolidated profit before exceptional items, share of profit of associates and joint ventures and tax for the year is ''35,401.41 Lakhs as against ''26,572.27 Lakhs in the previous year, registering an increase of 33.23%. The consolidated profit after tax is ''22,011.74 Lakhs as against ''19,484.56 Lakhs in the previous year, registering an increase of 12.97%. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the https://www.abdindia.com/investor-relations/financial-information/notice-annual-report/

Subsidiary, Joint Venture and Associate Companies Subsidiaries

As on March 31, 2026, your Company had 13 (Thirteen) Subsidiaries, viz, NV Distilleries & Breweries (AP) Private Limited, Deccan Star Distilleries India Private Limited, ABD Dwellings Private Limited, Madanlal Estates Private Limited, Sarthak Blenders & Bottlers Private Limited, Chitwan Blenders & Bottlers Private Limited, Allied Blenders and Distillers (UK) Limited, Allied Blenders

and Distillers Maharashtra LLP (Under IND-AS), ABD Foundation, Minakshi Agro Industries LLP (Under IND-AS), ABD Maestro Private Limited, UTO Asia Pte. Ltd. and Kion Blenders Industries Private Limited.

During the year under review, UTO Asia Pte. Ltd. became a Wholly Owned Subsidiary of the Company with effect from June 10, 2025, and Kion Blenders Industries Private Limited became a subsidiary with effect from March 2, 2026. Further, no Company ceased to be a subsidiary of the Company during the Financial Year under review.

The Company ensures that all compliances relating to its Subsidiaries are duly met in accordance with the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. A report on the performance and financial position of Subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Act is provided in Form AOC-1 as Annexure A, which forms an integral part of the Board’s Report.

Joint Ventures (“JVs”)/ Associate Companies

The Company does not have any JVs or Associate Companies during the year or at any time after the closure of the year and till the date of this Annual Report.

The Company has adopted a Policy for determination of Material Subsidiary Companies as defined in Regulation 16 of the SEBI (LODR) Regulations, 2015. During the year, this Policy was amended in alignment with the amendments made to the SEBI (LODR) Regulations, 2015. The updated Policy is also available on the Website of the Company at https://www.abdindia.com/investor-relations/corporate-governance/policies-schemes/.

Scheme of Amalgamation

During the year under review, the Board of Directors approved a Scheme of Amalgamation of Deccan Star Distilleries India Private Limited (‘Transferor Company 1’) and Sarthak Blenders & Bottlers Private Limited (‘Transferor Company 2’) (collectively referred to as ‘Transferor Companies’), both Wholly Owned Subsidiaries, with the Company (Transferee Company), under Sections 230-232 of the Companies Act 2013 and rules made thereunder (‘the Scheme’).

The Scheme of Amalgamation aims to simplify the group structure by reducing the number of entities, thereby lowering regulatory and compliance requirements. It is also expected to eliminate duplication of administrative processes, reduce managerial overlaps, and achieve cost efficiencies through consolidation of bottling operations of Transferor Company 1.

As the registered office of the Transferor Company 1 is in Telangana and that of the Transferor Company 2 and Transferee Company are in Maharashtra, the Scheme of Amalgamation was filed with the Mumbai Bench and the Hyderabad Bench of the National Company

Law Tribunal (‘NCLT’). The approval of the Scheme from respective benches of the NCLT is awaited.

The entire share capital of the Transferor Companies is held by the Transferee Company. Upon the Scheme becoming effective, no equity shares of the Transferee Company shall be allotted in lieu of or in exchange for its shareholding in the Transferor Companies. Accordingly, the equity shares held by the Transferee Company in the Transferor Companies shall stand cancelled on the Effective Date without any further act, instrument, or deed.

Details of Material Changes from the end of the Financial Year till the date of this Report

No material changes and commitments have occurred after the closure of FY 2026 till the date of this Report, which would affect the financial position of your Company.

C. ACQUISITIONS AND OTHER MATTERS / SIGNIFICANT DEVELOPMENTS

Acquisition of UTO Asia Pte. Ltd. (UTO Asia)

The Company acquired 100% paid-up share capital of UTO Asia, which consequently became a wholly owned subsidiary of the Company effective June 10, 2025. This acquisition will result in Company acquiring through UTO Asia, the entire legal and beneficial ownership, including all right, title, and interest comprising all proprietary and common law rights and associated goodwill on a perpetual, worldwide basis in the brands and trademarks “MANSION HOUSE” and “SAVOY CLUB” except in Singapore, Malaysia, Indonesia, Philippines, Thailand, Cambodia, Vietnam, Laos, China, and Myanmar. The trademarks and brands Mansion House and Savoy Club for the territory of India are the subject matter of a Commercial IP Suit No. 2 of 2009 filed before the Hon’ble High Court of Bombay for passing off and copyright infringement presently pending before the Bombay High Court and Civil Suit (Commercial) No. 1067 of 2016 seeking injunction from using the trademarks along with related Interim Application presently pending before the Delhi High Court along with related Appellate proceedings arising therefrom.

Acquisition of Non-operative Distillery cum Bottling Facility in Uttar Pradesh

The Company on January 16, 2026 approved the acquisition of assets relating to a non-operational distillery- cum-bottling (Land, Building, Plant, Machinery & Licenses) facility in Uttar Pradesh from National Industrial Corporation Private Limited (NICOL), for a consideration of up to ''70 crores, along with a planned investment of up to ''40 crores towards infrastructure upgradation and setting up of a bottling unit. The Company has registered the sale deed and completed the said acquisition. Further, the process of transfer of licenses has been completed.

The facility is strategically located in Moradabad, Uttar Pradesh with adequate land parcel to accommodate future expansion of existing capacity and utilize for building further backward integration capabilities. This acquisition will enhance our IMFL bottling capacity in Uttar Pradesh and also enable the Company to expand the distillery capacity to increase captive consumption of ENA.

Acquisition-Kion Blenders Industries Private Limited (KION)

The Company entered into a Shareholders’ Agreement and Share Purchase Agreement on March 2, 2026 with the existing Shareholders of KION to acquire up to 50% of its paid-up share capital, pursuant to which KION has become a subsidiary of the Company. The acquisition aligns with the Company’s growth strategy and is intended to enhance distillation capacity in the key market, improve margins and strengthen supply security through the establishment of a 200 KLPD dual-mode distillery (ENA/ Ethyl Alcohol and Ethanol) to be set-up by KION at Vizianagaram, Andhra Pradesh.

D. CAPITAL STRUCTURE Share capital

There was no change in the Authorized Share Capital and the Issued, Subscribed and Paid-up Share Capital of the Company during the year. As on March 31, 2026, the Company has Authorized Share Capital of 72,43,00,000/-comprising of 36,21,50,000 Equity Shares of ''2/- each . The Issued, Subscribed and Paid-up Share Capital of the Company is ''55,94,20,302/- divided into 27,97,10,151 fully paid-up equity shares of ''2/- each.

Employees'' Stock Option Scheme

The Company had introduced the ‘ABD Employee Stock Option Scheme 2024'' (“ESOS 2024” / “Scheme”). Under the Scheme, the Company is authorized to create, offer, issue, grant, and allot, from time to time and in one or more tranches, up to 1,39,85,508 (One Crore Thirty Nine Lakhs Eighty Five Thousand Five Hundred and Eight) employee stock options (“Options”).

The ESOS 2024 was approved by the Shareholders of the Company on March 15, 2025, through postal ballot, in accordance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”). The detailed particulars of the Scheme, as required under applicable regulations, are hosted on the Company’s website.

During the year under review, pursuant to the recommendations of the Nomination and Remuneration Committee (“NRC”) and Board, respectively the Shareholders of the Company considered and approved, vide postal ballot dated June 22, 2025, the offer and grant of stock options to the employees of the Subsidiary Company(ies) (present and/or future) under the ESOS 2024.

In order to align with the applicable regulatory requirements and based on the guidance received from the National Stock Exchange of India Limited (NSE), the NRC has, inter alia, approved amendments to sub clause 3.2 of the ESOS 2024. The amendment clarifies the quantum of stock options that may be granted to employees by specifying that, while the aggregate shareholder approved cap of 45,00,000 stock options per eligible employee remains unchanged, the number of stock options granted in any single year shall not exceed 27,97,000 per employee. This amendment is clarificatory in nature, aligns with the disclosure requirements under the SEBI SBEB Regulations, and does not modify any previously approved limits nor adversely impact the interests of employees.

Further, the NRC at its Meeting held on January 23, 2026 has considered and granted 32,00,000* Options to the eligible Employees. Further, no employee has been issued stock options, during the year, equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Information as required under Regulation 14 read with Part F of Schedule I of the SEBI SBEB Regulations has been uploaded on the Company’s website and can be accessed at the https://www.abdindia.com/investor-relations/shareholders-meeting/

The amended ESOS 2024 Scheme is uploaded on the website of the Company and can be accessed at the Weblink https://www.abdindia.com/investor-relations/ corporate-governance/policies-schemes/

* 31,00,000 options grant letters have been issued and accepted by respective employees.

E. INTERNAL FINANCIAL CONTROLS

Your Company has established and implemented robust systems, policies, procedures, and frameworks that are currently operational to ensure the orderly and efficient conduct of its business. These measures encompass adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, maintenance of accurate and complete accounting records, and the timely preparation of reliable financial information.

Your Company’s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed and updated from time to time. Your Company has established adequate internal financial controls with reference to its financial statements, commensurate with the size, scale, and complexity of its operations.

Your Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of

any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

F. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company’s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

G. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has in place a robust process for approval of Related Party Transactions ("RPTs") and on Dealing with Related Parties. As per the process, necessary details for each of the RPTs as applicable along with the minimum information required to be placed before the Audit Committee were provided to the Audit Committee, as per Regulation 23 of the SEBI (LODR) Regulations, 2015 and Section 177 of the Act and as prescribed under the RPT Industry Standards (ISF). The Audit Committee has granted omnibus approvals for certain transactions that are repetitive in nature and such transactions are subsequently reviewed on a periodic basis.

All RPTs entered during the year were in the ordinary course of business and on arm’s length basis. Further, during the year, the Company had not entered into any material Related Party Transactions. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not applicable. Further, there are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMP’s, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large.

All RPTs have been appropriately disclosed in the Notes to the Financial Statements forming part of this Annual Report. Further, pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015 the Company has also submitted disclosures of Related Party Transactions on a half-yearly basis to the Stock Exchanges.

The Company has adopted a policy on Materiality of RPTs and dealing with RPTs as defined in Regulation 23 of the SEBI (LODR) Regulations, 2015. During the year, this Policy was amended in alignment with the amendments made to the SEBI (LODR) Regulations, 2015. The updated Policy is also available on the website of the Company at https://www.abdindia.com/investor-relations/corporate-governance/policies-schemes/

H. AUDITORS

Statutory Auditors and Auditors Report:

M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration Number 001076N / N500013), possessing a valid certificate from the Peer Review Board of the ICAI, were re-appointed as the Statutory Auditors of the Company for a second consecutive term of five years from the 15^th Annual General Meeting ("AGM") of the Company held for the FY 2022-23. Their tenure commenced from the conclusion of the said AGM and shall continue until the conclusion of the 20^th AGM of the Company to be held for the FY 2027-28.

The Auditors’ Reports issued by the Statutory Auditors for FY 2025-26 are unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

The Statutory Auditors have confirmed that they meet the independence criteria as prescribed under the Act. They also satisfy the eligibility and qualification requirements under the Act, the Chartered Accountants Act, 1949 and rules and regulations framed thereunder.

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.

Secretarial Auditor and Reports

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015, it is mandated that every listed entity and its material unlisted subsidiaries undertake a Secretarial Audit.

Further, listed entities are required to submit an Annual Secretarial Compliance Report, which shall be signed by the appointed Secretarial Auditor or a Peer Reviewed Company Secretary satisfying the conditions as prescribed by SEBI.

In alignment with the aforementioned regulatory framework including the amendments made, the Board of Directors, based on the recommendation of Audit Committee, approved appointment of M/s. B. K. Pradhan & Associates Company Secretaries (Firm Registration No. - S2012MH172500 & Peer Review No. 2022/2022), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030. The said appointment was approved by the shareholders at the 17^th Annual General Meeting.

Secretarial Audit Report

M/s. B. K. Pradhan & Associates, Company Secretaries, conducted Secretarial Audit pursuant to the provisions

of Section 204 of the Act and submitted the Secretarial Audit Report for the Financial Year ended March 31, 2026. The report does not contain any qualification and is annexed to this report as Annexure -B.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the FY 2025-26 for all applicable compliances as per SEBI (LODR) Regulations, 2015 and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. B K Pradhan, Practicing Company Secretary has been submitted to the Stock Exchanges and is annexed to this report as Annexure -C.

Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on March 31, 2026 and as such the requirement under Regulation 24A of the SEBI (LODR) Regulations, 2015 regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the FY 2025-26.

Compliance with Secretarial Standards on Board and General Meetings

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively, have been duly complied by your Company.

I. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

The particulars of Loans granted, Guarantees provided, Investments made, or security provided by the Company under Section 186 of the Act, Regulation 34(3) and Schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report in Notes to the standalone financial statements for the Financial Year ended March 31, 2026.

J. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

The particulars of loans / advances / investments, etc., required to be disclosed pursuant to Para A of Schedule V of the SEBI (LODR) Regulations, 2015 are furnished separately in this Annual Report in Notes to the Standalone Financial Statements for the Financial Year ended March 31, 2026.

K. EMPLOYEES

Key Managerial Personnel (KMP)

In accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time

being in force, the following are the KMPs of the Company as on the date of this Report:-

1. Mr. Alok Gupta, Managing Director;

(upto May 31, 2026);

2. Mr. Amar Sinha, Managing Director;

(w.e.f June 1, 2026) ;

3. Mr. Ramakrishnan Ramaswamy, Chief Financial Officer;

4. Mr. Manoj Kumar Rai, Chief Revenue Officer; and

5. Mr. Sumeet Maheshwari, Company Secretary & Compliance Officer.

Mr. Alok Gupta (DIN: 02330045) stepped down from the position of Managing Director and KMP of the Company with effect from the end of business hours on May 31, 2026, before the end of his contract, and Mr. Amar Sinha (DIN: 01488890) was appointed as an Additional Director and Managing Director & KMP of the Company for a period of three (3) years with effect from June 1, 2026 to May 31, 2029 (both days inclusive), subject to the approval of the Shareholders of the Company, at the forthcoming AGM.

Further, Mr. Anil Somani relinquished his position as Chief Financial Officer & KMP w.e.f. October 9, 2025. Mr. Jayant Manmadkar was appointed as the Chief Financial Officer & KMP w.e.f. October 10, 2025. Further, he relinquished his position as Chief Financial Officer & KMP w.e.f. February 1, 2026 and Mr. Ramakrishnan Ramaswamy was appointed as the Chief Financial Officer & KMP w.e.f. February 2, 2026.

Mr. Ritesh Shah, relinquished his position as Company Secretary & Compliance Officer & KMP w.e.f. June 10, 2025 and Mr. Sumeet Maheshwari was appointed as the Company Secretary & Compliance Officer & KMP of the Company w.e.f. June 11, 2025.

Particulars of employees

The Company had 20 employees who were in receipt of remuneration of not less than ''1,02,00,000 during the year ended March 31, 2026 or not less than ''8,50,000 per month during any part of the year.

Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available during 21 clear days before the Annual General Meeting in electronic mode to any Shareholder upon request sent at complianceofficer@ abdindia.com.

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel (KMPs) and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure D to this Report.

Human Resources Development

Employees continue to be the Company’s most valuable asset. The Company remains focused on attracting, developing, and retaining talent while fostering an open culture, a congenial work environment, and healthy industrial relations. During the year under review, the Company introduced and strengthened several Human Resource initiatives, as outlined below:

i) Total Rewards Mindset

Aligned with the Company’s transformation journey, a Total Rewards mindset has been adopted to more closely link individual performance with business outcomes. Performance evaluation frameworks have evolved from task based assessments to outcome driven measures, reinforcing accountability, ownership, and results orientation across the organization.

The Company’s rewards philosophy emphasizes recognizing individuals who consistently deliver against defined targets and contribute meaningfully to organizational growth. Performance based differentiation remains central to this approach, with high performers being acknowledged through a combination of financial and non financial rewards.

During the year, the Company also granted Employee Stock Options (ESOPs) to select key talent as a long-term retention and performance driven incentive, reinforcing alignment between individual contributions and the Company’s sustained value creation.

In addition, the Company introduced J.E.E.T. (Journey of Excellence, Empowerment, and Teamwork) a structured and dynamic Rewards and Recognition program for the sales workforce. The J.E.E.T. program is designed to foster a high performance culture by recognizing and rewarding consistent individual and team performance. Excellence is celebrated across four levels Individual, State, Zone, and Company thereby motivating employees, reinforcing teamwork, and driving sustained business results.

Further, robust market salary benchmarking was utilized during annual increment planning to ensure that compensation practices remain competitive, equitable, and aligned with industry standards. Collectively, these initiatives underscore the Company’s commitment to building a performance driven culture that attracts, motivates, and retains top talent.

ii) Retention of Talent

Talent retention remains a strategic priority for the Company. Focused efforts have been undertaken to create an environment that enables employees to

grow, develop, and build long-term careers within the organization.

A key initiative in this direction has been the strengthening of the structured Internal Job Posting (IJP) process, which allows employees to explore lateral and upward career opportunities across functions and geographies. This initiative supports career progression while enhancing cross functional exposure, internal mobility, and employee engagement. The Company also actively promotes an employee referral program (SAATH), leveraging internal networks to attract skilled professionals who align with the Company’s values and culture. Collectively, these initiatives reinforce a culture of trust, opportunity, and long-term commitment.

iii) Learning and Development

The Company continues to invest in nurturing a strong learning culture that supports both personal and professional growth. The LinkedIn digital learning platform serves as a key enabler, providing employees with on demand access to curated learning content across functional, behavioral, and leadership domains.

During the year, customized e learning modules were developed to onboard Non Alcoholic Beverage (Non Alco Bev) talent, ensuring faster integration and role readiness within the organization.

In response to identified capability gaps within the sales function, the Company also conducted a Range Selling Workshop for key sales employees. This program was designed to strengthen the capability to effectively sell a diverse portfolio ranging from mass market offerings to premium and luxury products, thereby supporting the Company’s premiumization strategy.

As part of the performance management process, supervisors actively recommend relevant learning interventions, many of which are delivered through the digital platform, ensuring alignment with individual performance objectives and career aspirations.

All first time Managers are required to complete a mandatory leadership development program

prior to assuming managerial responsibilities. In addition, all hiring Managers must undergo a customized training module on interviewing skills and select best practices. These structured interventions are designed to build a future ready workforce and reinforce a culture of continuous development.

iv) Succession Planning

The Company is working towards implementing a structured succession planning framework in

the coming year. Critical talent has been identified

using a potential assessment methodology based on the 9 Box Talent Grid. The identified talent pool will be included in focused development and retention initiatives planned for the current Financial Year, ensuring leadership continuity and long-term organizational resilience.

Compliance with new Labour Code and Maternity Benefit Act, 1961

The Government of India has enforced the four new Labour Codes with effect from November 21, 2025 subsuming and rationalising various existing labour laws relating to wages, social security, industrial relations and occupational safety, health and working conditions. During the year under review, the Company reviewed the applicability and implications of the Labour Codes on its operations and employment practices and initiated necessary actions, wherever required, to align with the applicable regulatory requirements. Appropriate financial provisions have been made arising from the implementation of the new Labour Codes. The Company continues to ensure compliance in line with applicable rules and guidelines as may be notified by the authorities from time to time.

The Company is also compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

L. BOARD AND COMMITTEE

The Company recognises and values the importance of a diverse Board. A Board comprising individuals with varied experiences, perspectives, skill sets, gender diversity, expertise, and thought processes facilitates constructive deliberations and effective decision-making.

The Board of the Company has an optimum combination of Executive and Non-Executive Directors, in compliance with the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. The Directors on the Board are persons of eminence, possessing diverse expertise, knowledge, and extensive experience across various fields including alcobev industry, thereby enabling the Board to effectively safeguard the interests of the Company and its stakeholders.

The Board maintains an appropriate balance of professionalism, knowledge and experience, which enables it to effectively discharge its responsibilities and provide strategic leadership to the business.

As on March 31, 2026, the Company’s Board consists of 14 Directors, including 3 Woman Directors (including a Woman Independent Director). None of the Directors is a Director (including any Alternate Directorships) in more than 10 public limited companies (as specified in section 165 of the Act) and Director in more than 7 listed entities or acts as an Independent Director in more than 7 listed entities or 3 listed entities in case he/she serves as a Whole-time Director/Managing Director in any listed

entity (as specified in Regulation 17A of the SEBI (LODR) Regulations, 2015). Further, none of the Directors on the Board is a Member of more than 10 Committees and Chairperson of more than 5 Committees (as specified in Regulation 26 of the SEBI (LODR) Regulations, 2015), across all the Indian public limited companies in which he/ she is a Director.

The Chairman of your Company is a Promoter & Non-Executive Director and accordingly, the number of Non-Executive Independent Directors in the Company is one-half of the total number of Directors.

In terms of the requirement of the SEBI (LODR) Regulations, 2015, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company’s businesses for effective functioning. The list of key skills, expertise and core competencies along with the names Directors who have such skills, expertise and core competencies are detailed in the Corporate Governance Report which forms a part of this Annual Report.

Board of Directors

Re-appointment of Mrs. Resham Chhabria J Hemdev as Whole-time Director designated as Vice Chairperson and Mr. Arun Barik as Executive Director

As mentioned in the previous Annual Report, the Board of Directors, at its Meeting held on March 31, 2025, based on the recommendation of the NRC and subject to the approval of the shareholders, re-appointed Mrs. Resham Chhabria J Hemdev (DIN: 00030608) as Whole-time Director, designated as Vice Chairperson for a further term of three (3) years commencing from April 1, 2025, and Mr. Arun Barik (DIN: 07130542) as Executive Director, for a further term of three (3) years commencing from August 9, 2025; both appointments being liable to retire by rotation, in accordance with the provisions of the Act.

The Resolutions in respect of the aforesaid appointments were duly approved by the Members of the Company on June 22, 2025, through Postal Ballot by means of remote e-voting. The details of the voting results are provided in the Report on Corporate Governance, which forms part of this Annual Report.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and the Company’s Articles of Association, Mr. Kishore Rajaram Chhabria (DIN: 00243244) and Mrs. Bina Kishore Chhabria (DIN: 00243376) are liable to retire by rotation at the forthcoming AGM and being eligible offers themselves for re-appointment. The Board recommended their re-appointment at the forthcoming AGM of the Company. The relevant details including profile of Mr. Kishore Rajaram Chhabria and Mrs. Bina Kishore Chhabria are included separately in the Notice of AGM, which forms part of this Annual Report.

Change in Managing Director and Key Managerial Personnel

The Board of Directors of the Company on April 2, 2026, based on the recommendation of the NRC approved the appointment of Mr. Amar Sinha as Managing Director - Designate and SMP of the Company with effect from April 2, 2026.

Mr. Alok Gupta, (DIN: 02330045) Managing Director and KMP of the Company, has expressed his desire to step down from the position of Managing Director and KMP with effect from the close of business hours on May 31, 2026, before the end of his contract.

Further, the Board of Directors of the Company, at its Meeting held on May 21, 2026, based on the recommendation of the NRC and subject to the approval of the Members of the Company, approved the appointment of Mr. Amar Sinha (DIN: 01488890) as the Managing Director and KMP of the Company for a term of three (3) years, with effect from June 1, 2026 up to May 31, 2029 (both days inclusive).

Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (LODR) Regulations, 2015.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

Disqualification of Directors

During the year under review, none of the Directors on the Board were disqualified under Section 164(2) of the Act. The Company has received declarations from all Directors confirming that they are not disqualified to act as Directors under any applicable laws. A certificate from M/s. B. K. Pradhan & Associates, Company Secretaries certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority for the Financial Year ended on March 31, 2026 is forming part of Corporate Governance Report, which forms part of this Annual Report.

Details of Remuneration to Directors

As required under section 197 of the Act, information relating to remuneration paid to Directors during the FY 2025-26 is provided in the Corporate Governance Report. The sitting fees is paid to the Non-Executive 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.

Board Performance evaluation

The NRC has developed a structured assessment process for Board evaluation. This process has been

designed to measure the effectiveness of the Board by evaluating the functioning of the Board, its Committees, and individual Directors annually. We believe that the collective effectiveness of the Board significantly impacts our performance. The Board evaluation process provides an opportunity to identify greater efficiencies, maximise strengths, and highlight areas of further development to enable the Board to continually improve its performance and effectiveness.

During the year under review, the Policy on Board Diversity was amended in line with the applicable provisions of the SEBI (LODR) Regulations, 2015. The amended Policy, which includes the criteria for ensuring Board Diversity, is available at the weblink https://www.abdindia.com/investor-relations/corporate-governance/policies-schemes/.

During the year, the Company conducted an internal Board evaluation exercise, which included assessments of the Board as a whole, its Committees, peer evaluations of Directors, evaluation of the Chairperson and Wholetime Directors. This process was led by the Chairperson of the NRC and detailed questionnaires covering various relevant parameters were circulated electronically to the Directors. Additionally, specific feedback was sought on the performance of the Chairperson, Independent Directors, and Executive Directors in their respective roles.

Results of Evaluation:

The overall evaluation reflected strong effectiveness, with positive feedback on governance, oversight, discussions, and Board dynamics. Leadership, Directors, and Committees were appreciated for strategic clarity, collaboration, and meaningful contributions. It was observed that the Board and management are well aligned and functioning at a high level, supported by clear direction and professionalism.

Familiarisation Programme:

A newly appointed Independent Director is provided with an appointment letter alongwith their roles, duties and responsibilities with the Company’s Code of Conduct for Directors, etc. The Directors are taken through structured orientation sessions, wherein Executive Directors and Senior Management provide a comprehensive overview of operations, values, and commitments. They are introduced to the organizational structure, services, group structure and subsidiaries, governance framework, Board procedures, matters reserved for the Board, as well as key risks and the risk management strategy.

To ensure continuous awareness and effective participation, periodic presentations are also made at Board and Committee Meetings covering business and performance updates, including finance, sales, marketing of major business segments, operations of key subsidiaries, the global business environment, strategic initiatives, and associated risks, etc. The details

as required under Regulations 46 of the SEBI (LODR) Regulations, 2015 is available on the website of your Company at the web link: https://www.abdindia.com/ investor-relations/shareholders-meeting/

M. POLICIES

The Company has adopted all policies as required under the provisions of the Act, and the SEBI (LODR) Regulations, 2015. The Policies are regularly reviewed and updated and has been uploaded on the website of the Company and can be accessed at the website of the Company at the web link https://www.abdindia. com/investor-relations/corporate-governance/policies-schemes/

Nomination and Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy in line with the provisions of the Act and SEBI (LODR) Regulations, 2015, which lays down the criteria for appointment, qualification, independence and evaluation of Directors, Key Managerial Personnel and Senior Management, and ensures a transparent and performance-based remuneration framework. The NRC oversees Board composition, diversity, succession planning, performance evaluation and remuneration matters, with the objective of attracting and retaining competent talent and aligning compensation with individual and Company performance as well as longterm shareholder value. The remuneration structure comprises fixed pay, performance-linked incentives and, where applicable, stock-based benefits, while ensuring compliance with statutory requirements and governance standards, and the policy is reviewed periodically to remain aligned with regulatory changes and best practices.

Policy on Board Diversity

The Company has adopted a Board Diversity Policy in accordance with the SEBI (LODR) Regulations, 2015, which aims to ensure an optimal mix of Directors on the Board with diverse backgrounds, skills, experience and expertise to enhance decision-making and promote sustainable business growth. The NRC is responsible for identifying and assessing the appropriate balance of diversity, ensuring a structured and bias-free selection process, and recommending appointments based on merit while maintaining an appropriate mix of Executive, Non-Executive and Independent Directors. The policy also emphasizes non-discrimination, high standards of corporate governance and periodic review to align with regulatory requirements and evolving business needs.

N. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Act, your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:-

(a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2026, the applicable Accounting Standards have been followed;

(b) they have in consultation with Statutory Auditors, selected 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 March 31, 2026 and of the profit of the Company for the year ended on that date;

(c) they 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 irregularities;

(d) they have prepared the Annual Accounts on a going concern basis;

(e) they have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were operating effectively during the Financial Year ended March 31, 2026;

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended March 31, 2026.

Board Meetings and Annual General Meeting

During the year under review, Six (6) Board Meetings were held on May 15, 2025, June 10, 2025, July 29, 2025, September 26, 2025, November 4, 2025 and January 29, 2026. The 17^th AGM of the Company was held on July 8, 2025 through Video Conferencing / Other Audio Visual Means.

The Board has met at least once in every Calendar Quarter and the gap between two consecutive Meetings did not exceed one hundred and twenty days. These Meetings were well attended by the Directors. There was requisite quorum present in all the Meetings of the Board held during the FY 2025-26.

Board Committee(s)

The Board Committees form an integral part of the Company’s governance framework and have been constituted in accordance with applicable regulatory requirements to focus on specific areas and activities that warrant detailed oversight and informed decisionmaking. The composition of these Committees predominantly comprises Independent Directors, with most Committees being chaired by an Independent Director. Each Committee operates in accordance with its respective Terms of Reference, which clearly define its scope, powers, roles, and responsibilities.

The Chairperson of each Committee apprises the Board of the key deliberations and decisions taken at the respective Committee Meetings. The Minutes of all Committee Meetings alongwith short summary are placed before the Board for its review and noting.

The Company has the following 7 (Seven) Board-level Committee(s), which have been established in compliance with the requirements of the business and relevant provisions of applicable laws:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee;

6. Environment Social and Governance Committee;

7. Management Committee.

During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.

Meeting of Independent Directors

In accordance with the provisions of Section 149(8) read with Schedule IV of the Act and Regulation 25(3) and (4) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards, a separate Meeting of the Independent Directors of the Company was held on March 17, 2026, without the attendance of Non-Independent Directors and Members of Management. The Agenda of the Meeting, inter-alia, included assess the quality, quantity, and timeliness of the flow of information between the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties, review the performance of Non-Independent Directors and the Board as a whole alongwith the review the performance of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors. All Independent Directors participated in the said Meeting. The Independent Directors communicate as appropriate, suggestions, views or concerns to the Chairman upon conclusion of the said Meeting.

The Independent Directors expressed satisfaction with the overall functioning and performance of the Board and its Committees, as well as the effectiveness of the information flow and governance practices of the Company.

Audit Committee

The Audit Committee performs the roles and functions as mandated under the Act, the SEBI (LODR) Regulations, 2015 and such other matters as prescribed by the Board from time to time. All Members are financially literate and possess accounting or related financial management expertise. The Company Secretary is the Secretary to the Committee.

As on March 31, 2026, the Audit Committee comprises of Mr. Balaji V. Swaminathan, Independent Director (Chairman of the Committee), Mr. Mehli Maneck Golvala, Independent Director (Member), Ms. Rukhshana Jina Mistry, Independent Director (Member) and Mr. Maneck Navel Mulla, Non-Executive Non-Independent Director (Member).

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

O. GOVERNANCE

Corporate Governance

The Company’s approach to corporate governance is rooted in integrity, transparency, accountability, and ethical conduct, extending beyond mere regulatory compliance to a broader commitment to responsible business practices and stakeholder alignment. The Board plays a key role in setting strategic direction and safeguarding stakeholder interests, while the governance framework emphasizes fairness and responsibility towards all stakeholders. Supported by robust policies, codes, and adherence to applicable regulations, the Company continually strengthens its governance standards to ensure ethical, compliant, and sustainable value creation.

During the year under review, the Company complied with all mandatory provisions relating to corporate governance as provided under the SEBI (LODR) Regulations, 2015. Pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance is attached and forms an integral part of this Annual Report.

Compliance Management

The Company has placed an online web based legal compliance management tool, which has been devised to monitor and manage compliance with all applicable laws that impact the Company’s business. The tool is intended to provide an assurance to the Board on legal compliances as ensured by the Company. The application of the tool has been extended to cover all functions including plants, warehouses, sales and corporate offices.

Code of Business Conduct

The Company’s Code of Business Conduct (“the Code”) for employees outlines the commitment to the principles of integrity, transparency, and fairness. It enables the Company and its employees to make the right choices and demonstrate the highest standards of integrity and ethical behaviour.

The Company’s Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Anti-Bribery, Gift & Entertainment Policy, Policy on Prevention of Sexual Harassment at Workplace (POSH), Whistle-Blower Policy, Conflict of Interest to

ensure robust Corporate Governance. The Code of Conduct and all the Company’s policies are accessible on the Company’s HR portal.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Act, read with the Rules prescribed thereunder, and the SEBI (LODR) Regulations, 2015 is implemented through the Company’s Whistle Blower Policy. During the year under review, the Board has amended the Whistle Blower Policy & Vigil Mechanism based on the recommendation of the Audit Committee. The Amended Policy has been appropriately communicated within the Company across all levels and has been displayed on the Company’s website at the web link: https://www.abdindia.com/invRstor-relations/ corporate-governance/policies-schemes/

It enables the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time.

An update on the whistle-blower complaints and actions taken are placed before the Audit Committee for its review on quarterly basis.

During the year, the Company received 2 (Two) whistle-blower complaints, both complaints were duly investigated and appropriate actions were taken, wherever required.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company adopted a zero-tolerance approach towards sexual harassment at workplace. A detailed Prevention of Sexual Harassment at Workplace Policy (“POSH Policy”) is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (”POSH Act”). The POSH Policy of the Company is hosted and is accessible on the Company''s HR portal.

All employees (permanent, contractual, temporary, trainees) as defined under the Act are covered in this Policy. The POSH Policy is gender inclusive, and the framework ensures complete anonymity and confidentiality.

Internal Complaints Committees (“IC”) have been constituted to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of IC under the POSH Act. While maintaining the highest governance norms, IC are constituted for various locations. At least fifty percent of the members of the IC are women. The external members with requisite experience in handling such matters are

also part of the IC. During the year under review, no complaints were received.

During the year the Company undertook the following awareness sessions, training programs, and initiatives under the Prevention of Sexual Harassment (“POSH”) framework:

• Refresher for all Company employees:

A periodic refresher program on the POSH policy was conducted for all employees to reinforce awareness, responsibilities, and expected standards of workplace conduct.

• Training on POSH for Senior Managers / KMP:

Targeted POSH training sessions were conducted for Senior Management and Key Managerial Personnel to strengthen leadership accountability and ensure effective policy implementation.

• IC and Regional Committee Meeting:

One Meeting of the Internal Committee was conducted along with the Regional Committee to review cases, ensure procedural compliance, and strengthen governance oversight.

• POSH training for new joinees:

All new employees are mandatorily required to undergo POSH training as part of onboarding and provide a formal declaration confirming their understanding and acceptance of the policy.

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to Section 21 of the aforesaid Act and Rules framed thereunder.

Business Responsibility and Sustainability Reporting:

Pursuant to Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, as amended, the top 1,000 listed entities based on market capitalization are required to include a Business Responsibility and Sustainability Report (“BRSR”) as part of their Annual Report, in the format prescribed by SEBI from time to time.

The Company has prepared it''s BRSR for FY 2025-26 in accordance with the SEBI (LODR) Regulations, 2015 and the applicable circulars and guidelines issued thereunder, as amended from time to time, which is attached and forms an integral part of this Annual Report.

Risk Management

The Company aims to build a resilient, performance-oriented and trusted spirits business, supported by strong brands, disciplined execution and responsible practices. Risk management is integral to this objective and is embedded in the Company’s decision-making framework. The Company adopts a structured

and transparent approach to identifying risks and opportunities, assessing their impact, and implementing appropriate mitigation measures to enhance resilience and support sustainable growth in a dynamic and regulated operating environment.

Your Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review risk management plan and risk certificate. The Committee is also empowered, inter alia, to review and recommend to the Board modifications to the Risk Management Policy.

Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Framework of the Company includes identification of risks, including cyber security and related risks and also those which in the opinion of the Board may threaten the existence of the Company. Risk Management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. During the year under review, the Risk Management Policy was amended in line with the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. The updated Policy can be accessed on the Company’s website at https://www.abdindia.com/investor-relations/corporate-governance/policies-schemas/.

P. CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that economic value and social value are inter-linked, and it has a commitment towards the interdependent ecosystem consisting of various stakeholders. In addition to that Corporates have a significant role to play in bringing about social change and ABDL has kept its social and development mandate flexible and responsive to development challenges.

As part of the Company’s CSR commitment for FY 202526, the CSR Committee identified key focus areas aligned with Schedule VII of the Act, including health, education, rural development, skill development, and calamity relief. The CSR initiatives were implemented across all regions, with primary focus on the states of Telangana, West Bengal, Punjab, Haryana, and Maharashtra, where the Company has a manufacturing and operational presence, along with provision for phased expansion to other regions. The initiatives undertaken by the Company during the year under review are set out below:

Project “Siri Vikasam” - Model Anganwadi Project -Telangana

Under the project, the Company undertook initiatives to upgrade 13 Anganwadi centres in Wanaparthy district around its integrated manufacturing complex, through infrastructure improvements - compound wall, doors, windows, kitchen slab, waterproofing, painting, gates, flooring, electrical wiring, water facilities, toilet

rectification, educational wall designs, Toys & Games items.

These centres are completely renovated to provide safe, child-friendly spaces for pregnant women, lactating mothers, and children under six. These upgrades are designed to significantly improve early childhood nutrition and pre-school outcomes at the grassroots level.

Project “Siri Vikasam”- Schools and Colleges Safe Water and Educational aid program- Telangana

RO Water purifiers and plants have been provided to 11 schools and colleges in Wanaparthy district . Bridging the digital divide, digital smart board is provided to a school. The intervention ensures that underprivileged students in government institutions have access to the same high-quality facilities and interactive learning technologies as their urban counterparts.

Model Anganwadi Project and School Development program Maharashtra (Mudhalwadi-Paithan)

The Company undertook interventions aimed at strengthening basic infrastructure in Anganwadi centres and schools.

Renovation of 2 Anganwadis at Mudhalwadi in Dist: Sambhajinagar has been taken up with Water proofing ,Civil and paint works, flooring mats, Water Purifiers and Installation and provision of educational and playing equipment and child friendly learning spaces.

A holistic development program with 3 schools in Sambhajinagar around the manufacturing complex aimed at Improving High School basic requirements for a conducive environment for learning. The following areas were covered :Water proofing, Installation of RO water filtration plant and Protective sheds in School, Construction of Drinking Water Station Floor Tiles replacement, Roof Sheet Replacement of Class Rooms, Electrical works, Paints and other infrastructure improvement including Digital Smart Board. The program was followed by a health camp covering over 300 students.

CSR Policy

The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the Company.

During the year under review, the CSR Policy was amended in line with the provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The amended Policy can be accessed at the Weblink https://www.abdindia.com/investor-relations/corporate-governancR/policiRs-schRmRs/.

CSR Spend

During the year under review, the Company’s CSR obligation for FY 2025-26 amounted to ''131.79 lakh, after adjusting ''79.70 Lakhs of excess CSR expenditure incurred in the previous Financial Year, eligible for setoff in accordance with the applicable provisions of the Act and the CSR Rules. The Company incurred CSR expenditure of ''90.03 Lakhs during the year towards various CSR initiatives, while projects aggregating to ''41.76 Lakhs were identified as ongoing projects, which could not be completed during the year due to certain administrative and regulatory constraints impacting the implementation timelines of approved projects, although purchase orders were issued following due technical evaluation and on-boarding of implementation partners and will be undertaken and completed in the subsequent Financial Year in accordance with the applicable CSR framework. The unspent CSR amount for FY 2025-26 has been transferred to the Unspent CSR Account in compliance with Section 135 of the Act.

The Annual Report on CSR activities, in terms of Section 135 of the Act, is annexed to this report as Annexure E to this Report.

CSR Committee

The Corporate Social Responsibility Committee was constituted pursuant to Section 135 of the Act. The composition of the CSR Committee is in conformity with the provisions of the said section and Regulation. As on March 31, 2026, the CSR Committee comprises of Mrs. Resham Chhabria J Hemdev, Whole-time Director designated as Vice Chairperson (Chairperson of Committee), Mr. Vivek Anilchand Sett, Independent Director (Member) and Mr. Maneck Navel Mulla, NonExecutive Non-Independent Director (Member). There was 1 (One) CSR Committee Meeting held on November 19, 2025, during F.Y. 2025-26 and all the Members were present in the said Meeting.

Q. ENVIRONMENTAL, SOCIAL ANDGOVERNANCE (ESG) FOCUS

The Company remains committed to integrating Environmental, Social, and Governance (“ESG”) principles into its business strategy and operations, recognizing that sustainable practices are essential for long-term value creation. The Company continues to strengthen its approach towards environmental stewardship through efficient resource utilization, reduction in carbon footprint, and adoption of responsible operational practices. On the social front, the Company focuses on creating a positive impact through initiatives aimed at employee wellbeing, community development, and inclusive growth. From a governance perspective, the Company upholds the highest standards of transparency, ethical conduct, and accountability, supported by a robust governance framework and policies. The Company is progressively aligning its disclosures with the regulatory requirements and emerging best practices, including the Business

Responsibility and Sustainability Reporting (“BRSR”) framework prescribed by SEBI, and remains committed to enhancing the quality and depth of its ESG disclosures over time.

During the year under review, the Company constituted an ESG Committee comprising Mr. Narayanan Sadanandan, Independent Director as Chairman, Mr. Vivek Anilchand Sett, Independent Director and Mr. Shekhar Ramamurthy, Whole-time Director, Executive Deputy Chairman as Members of the Committee to provide focused oversight and strategic direction on ESG initiatives. The Committee met once during the year on March 26, 2026 and all the Members were present in the said Meeting.

R. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure F and forms part of this Report.

S. SECRETARIAL Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at the Web-link https://www.abdindia.com/

Prevention of Insider Trading

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), the Company has formulated a “Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” and a “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information” (collectively referred to as the “Code”). The Code, as amended from time to time in line with the PIT Regulations, inter alia, provides for formulation of trading plans, prescribes pre-clearance procedures for dealing in the Company’s shares, and prohibits trading by Directors, Designated Persons (DP) Connected Persons and their immediate relatives while in possession of Unpublished Price Sensitive Information or during the closure of the Trading Window.

A Structured Digital Database of all the Designated Person(s) is being maintained by the Company on its internal server. This contains the names and other particulars as prescribed, of the persons covered under the Code drawn up pursuant to the PIT Regulations. The Company Secretary acts as the Compliance Officer for the purpose of ensuring implementation of the Code and adherence to the principles of fair disclosure.

The Company has also implemented a user-friendly web-based compliance management software (Track-In) to enable DPs to efficiently fulfil their obligations under the PIT Regulations. The platform simplifies the compliance process by providing a structured and intuitive interface for submitting pre-clearance requests, reporting trades, and furnishing details of immediate relatives and periodic disclosures. It also offers timely reminders and real-time tracking of submissions, thereby enhancing convenience, ensuring timely compliance, and reducing manual intervention for DP.

The Directors, KMPs and the Designated Persons of the Company have affirmed compliance with the Code. The Code is available on the Company’s website and can be accessed at the Web-link https://www.abdindia. com/investor-relations/corporate-governance/policies-schemes/

Criteria for making payments to Non-Executive Directors

Pursuant to Regulation 46(2)(f) of SEBI (LODR) Regulations, 2015 the Board has framed the policy containing the criteria for making the payments to Non-Executive Directors. The policy is available on the website and can be accessed at the weblink: https://www.abdindia.com/investor-relations/corporate-governance/policies-schemes/

Investor Grievance Redressal - SEBI SCORES & ODR

The Company is registered on the SEBI SCORES platform and has a structured mechanism for redressal of Investor Grievances in compliance with the SEBI (LODR) Regulations, 2015. All investor complaints received through SCORES are promptly reviewed and resolved within the prescribed timelines, and no complaints remained pending as at the end of the Financial Year.

Pursuant to SEBI’s framework on Investor Grievance redressal, the Company is also registered on the Online Dispute Resolution (ODR) platform and extends full cooperation for resolution of disputes in accordance with SEBI guidelines.

Means of Communication

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Company’s Website and stipulated communications to the Stock Exchange where the Company’s shares are listed through announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company’s Policies, Press Release etc.

Website

The Company has a functional website : https://www.abdindia.com/. The website contains all information about the Company - details of its Business,

Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling Investor Grievance and such other details as may be required under sub regulation (2) of Regulation 46 of the SEBI (LODR) Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

Unclaimed Dividend and Shares Transferred to Investor Education and Protection Fund (“IEPF”):

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”).

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or clean claimed for seven consecutive years or more in the name of IEPF. The Shareholders whose dividend/ shares are transferred to the IEPF Authority can claim their shares/ dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

During the year under review, there were no amounts or shares due for transfer to the IEPF in accordance with the provisions of the Act and the rules made thereunder.

Pursuant to the applicable provisions, the relevant amount was transferred to the Unpaid Dividend Account of the Company during the FY 2025-26. The balance lying in the Unpaid Dividend Account as at March 31, 2026 stood at ''43,901.40. Shareholders are requested to claim their unpaid dividends, failing which the same shall be transferred to the IEPF within the prescribed timelines.

Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account

During the year under review, there were no shares lying in the Demat Suspense Account or the Unclaimed Suspense Account. Accordingly, the disclosure requirements under Regulation 39(4) of the SEBI (LODR) Regulations, 2015 are not applicable.

Listing on Stock Exchange

The Equity Shares of the Company continued to be listed on the National Stock Exchange of India Ltd (NSE) Main Board and Bombay Stock Exchange (BSE) Main Board.

T. DISCLOSURE OF PROCEEDINGS PENDING, OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.

U. GENERAL

Neither the Managing Director nor the Executive Directors have received any remuneration or commission from any of the Subsidiaries of your Company.

The Company has taken adequate insurance cover for all its assets, including buildings, plant and machinery, stocks, and other insurable interests, to safeguard against risks such as fire, theft, and other unforeseen events.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme save and except ABD Employees Stock Option Schemes, 2024 (ESOS-2024) referred to in this Report.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. There has been no change in the nature of business of your Company.

6. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

7. During the year under review, there was no instance to report containing statement of deviation(s) or variation(s) as per regulation 32 of SEBI (LODR) Regulations, 2015.

8. There was no revision of financial statements and Board’s Report of the Company during the year under review.

V. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE

Pursuant to Circular No. 14/2020 dated April 8, 2020, Circular No. 20/2020 dated May 5, 2020, Circular No. 10/2022 dated December 28, 2022, Circular No. 9/2023 dated September 25, 2023, Circular No. 9/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (the "MCA") and Securities and Exchange Board of India ("SEBI") Circular Nos. SEBI/HO/CFD/PoD- 2/P/ CIR/2024/133 dated October 3, 2024 read with Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155 dated November 11, 2024 (latest updated on January 30, 2026) and other relevant circulars issued by the MCA/SEBI in this regard (the "Circulars"), Notice of AGM and Annual Report will be sent through e-mail to those Shareholders / beneficial owners whose name appear in the Register of Members / list of beneficiaries received from the Depositories and to those Shareholders whose e-mail id(s) are registered with the Company or its RTA. The aforesaid documents will also be available on the Company’s website at www.abdindia.com

W. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors’ wish to place on record their sincere appreciation for the continued cooperation and support of the customers, suppliers, bankers and Government authorities. Your Directors’ also wish to place on record their deep appreciation for the dedicated services rendered by the Company’s executives, staff and workers.

1

At the same time, our global footprint increased from 23 countries in FY25 to 36 countries in FY26,

---

Mar 31, 2025

Your Directors have pleasure in presenting their 17^th (Seventeenth) Annual Report on the business performance and operations
of the Company (“the Company” or “ABDL”) along with the Audited Financial Statements for the financial year ended March
31, 2025 (‘the Year'' or ‘FY 2025'')

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

The Audited Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report, have
been prepared in accordance with the applicable Indian Accounting Standard (hereinafter referred to as “Ind AS”) prescribed
under Section 133 of the Companies Act, 2013 (“the Act”) and other recognized accounting practices and policies to the
extent applicable. The Company''s performance during the financial year under review as compared to the previous financial
year is summarized below:

(Amount '' in lakhs)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	8,07,296.11	7,66,857.03	8,07,315.46	7,66,857.03
Other Income	2,143.99	729.42	2,086.81	626.04
Total Expenses	7,82,358.25	7,65,320.47	7,82,830.00	7,65,706.04
Profit Before exceptional items and Tax	27,081.85	2,265.98	26,572.27	1,777.03
Less : Exceptional items	-	498.62	-	498.62
Less : Tax Expenses / (credit)	7,068.97	1,095.79	7,087.71	1,095.52
Profit after Tax	20,012.88	671.57	19,484.56	182.89
Add : Other Comprehensive	69.25	(100.38)	69.25	(100.38)
Total Comprehensive Income	20,082.13	571.19	19,553.81	82.51
Reserve and Surplus at the Beginning of the year (Retained earnings)	12,234.12	11,662.93	9,919.95	9,837.44
Surplus carried forward to Balance Sheet	32,316.25	12,234.12	29,193.76	9,919.95

2. DIVIDEND

The Board of Directors (‘the Board'') are pleased to
recommend a final dividend of ^3.60/- (Rupees Three
and Sixty Paise Only) per equity share having the face
value of ''2.00/- (Rupees Two Only) each fully paid up,
i.e., (180%) for the financial year ended March 31, 2025.
The dividend is, subject to the approval of the Members
at the Annual General Meeting (“AGM”) to be held on
Tuesday, July 8, 2025 will be paid on or after Wednesday,
July 9, 2025 but within a period of Thirty (30) days from
the date of Declaration at AGM to the Members whose
names appear in the Register of Members, as on the
record date, i.e. Friday, June 27, 2025.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members, w.e.f. April 1, 2020
and the Company is required to deduct tax at source
from dividend paid to the Members at prescribed rates
as per the Income Tax Act, 1961.

In accordance with the provisions of Regulation 43A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 [“SEBI (LODR) Regulations, 2015”/ SEBI Listing
Regulations] and any amendments thereto, your
Company have formulated a Dividend Distribution Policy,
which sets out the parameters and circumstances that
will be taken into account by the Board in determining
the distribution of dividend to its shareholders. The

policy is hosted on the Company''s website and can be
accessed at www.abdindia.com.

3. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire
amount of profit for the financial year ended March 31,
2025 in the distributable retained earnings.

4. STATE OF COMPANY’S AFFAIRS AND REVIEW
OF OPERATIONS:

Financial Year 2024-25 marked a significant milestone
as our first financial year as a listed entity, distinguished
by record financial performance and the successful
execution of several strategic initiatives aligned with our
sustainable growth agenda.

Your Company achieved sales of 33.1 million cases in FY
2024-25, growing at 4.7%, ahead of the industry growth
of 1.6%.

At a consolidated level, Income from Operations
increased by 6.2% year-on-year to ^3,54,075.18 lakhs,
led by robust growth in the Prestige & Above (P&A)
category and further supported by solid performance in
the Mass Premium segment.

We delivered our highest-ever EBITDA of ^45,142.82
lakhs, reflecting a substantial growth of 81.7% over FY24,
underpinned by a 512-basis point improvement in gross
margins—rising to 42.1% in FY25 from 37.0% in FY24.

Net Profit reached a record ^19,484.56 lakhs, a
significant turnaround from ^182.89 lakhs in FY24.

Our P&A salience strengthened to 40.4% in FY25
from 37.3% in the previous year, driven by the strong
momentum of ICONiQ White.

Officer’s Choice Whisky maintained its esteemed global
standing as one of the largest whisky brands by volume
and continues to feature among the top 10 global spirits
brands, as per Drinks International Magazine - The
Millionaires’ Club (CY2024).

With sales of 18.3 million cases in FY25, the brand
retains its leadership in the mass premium whisky
segment, commanding a market share exceeding 35%.
Officer’s Choice also continues to be India’s #1 exported
spirits brand, with established leadership in the Middle
East and a steadily expanding footprint across African
markets.

Our flagship brand holds a strong emotional connect
with both Indian and global consumers. Its growing reach
has been enabled by enhanced retail visibility, impactful
in-store displays, and targeted consumer engagement
initiatives.

Officer’s Choice Whisky remains the preferred and
trusted choice in the mass premium segment, owing to
its consistent quality and value proposition. The brand
delivered gross margins more than 40%—the highest in
the mass premium whisky category.

ICONiQ White Whisky continued its extraordinary
growth trajectory, earning the title of The Fastest Growing
Millionaire Spirits Brand in the World for the second
consecutive year in CY2024, as per Drinks International
- The Millionaires’ Club. The brand also ranked among
the top 20 global whisky brands, further cementing its
rising stature in the global spirits landscape.

ICONiQ White is distinguished by its exceptional
blend, modern and minimalistic packaging, and its
sharp positioning as a unisex, youth-centric brand.
Crafted with precision, its unique white design breaks
conventional category codes, appealing strongly to
India’s younger, aspirational consumers. The brand
embodies contemporary style and cultural relevance.

In FY25, we introduced a limited-edition ICONiQ Winter
Whisky in Maharashtra, conceptualised as a ‘whisky
made for winter’, infused with warming ingredients that
offer a rum-like experience — a category innovation
designed to drive seasonal relevance.

ICONiQ White achieved a remarkable sales milestone of
5.7 million cases in FY25, reflecting a 150.6% growth over
FY24 sales of 2.3 million cases. Packaging innovations
such as the Hippy Pack have further reinforced the
brand’s connect with younger audiences, combining
sleek design with portability to enhance on-the-go
consumption appeal.

Officer’s Choice Blue, our deluxe whisky offering,
continues to maintain its position as a regional power
brand within the Prestige & Above (P&A) segment,
underscoring its sustained consumer relevance in key
markets.

Sterling Reserve B7 remained a significant contributor
to our portfolio. Since its launch in 2017, B7 has
evolved into a symbol of quality, craftsmanship, and
contemporary appeal in the whisky category. A refined
blend of imported Scotch malts and select Indian grain
spirits, B7 delivers a nuanced experience through its
seven distinctive tasting notes.

It ranks among the top 20 global whisky brands by
volume currently holding the position of the fourth-
largest brand in India’s semi-premium whisky segment.

FY25 marked a defining chapter for the brand with the
rollout of its first major packaging refresh since inception.
The new design, coupled with an enhanced blend,
reflects the brand’s continued commitment to delivering
elevated, premium experiences to its growing consumer
base.

Srishti is a distinctive Indian admix whisky infused
with golden saffron (Curcumin)—a timeless symbol of
tradition, trade, and royalty. It is thoughtfully positioned
to appeal to value-conscious, experience-seeking
consumers, offering a unique proposition that blends
indulgence with deep-rooted Indian heritage. Srishti
encourages semi-premium whisky consumers to trade
up by delivering a product that is both culturally resonant
and sensorially rich.

Sterling Reserve B10, a premium whisky offering from
ABD, continues to be recognised for its refined taste and
superior quality. The brand enjoys strong consumer equity,
particularly within the Canteen Stores Department (CSD)
and paramilitary channels, reinforcing its reputation in
trusted, high-volume institutional markets.

Kyron Premium Brandy, a key player in our premium
brandy portfolio, remains an area of strategic focus.
During FY25, we intensified efforts to expand Kyron’s
geographic footprint while simultaneously deepening
distribution and visibility in existing ones to drive market
share gains.

Golden Mist Brandy is crafted for today’s discerning
consumers who value a refined blend of tradition and
sophistication. Positioned to deliver elevated taste
experiences, the brand enhances our premium portfolio
beyond whisky and reinforces our presence in the
Prestige & Above segment.

A key differentiator for Golden Mist is its distinctive
packaging innovation—the introduction of a 180 ml
Hippy Pack, making it the only brand in its category to
offer this convenient, contemporary format alongside
traditional glass bottles.

Launched in April 2025 in Karnataka, Golden Mist aims
to capitalise on the growing demand for premium brandy
in key southern markets, further expanding our footprint
in this high-potential segment.

Expanding the Super-Premium to Luxury Portfolio

FY25 marked a strategic leap in our journey towards
premiumisation with the establishment of ABD Maestro
Private Limited a dedicated super-premium to luxury
vertical launched in partnership with Bollywood youth
icon, Ranveer Singh. This initiative reflects our intent
to build a high-margin, high-growth portfolio that
resonates with new-age consumers seeking elevated
and experiential offerings.

We made significant strides through both organic
innovation and strategic acquisitions:

• Brand Building: We launched Arthaus, our first luxury
Blended Malt Scotch Whisky, crafted from a blend of
Single Malts from Speyside and the Highlands. Inspired
by the Bauhaus Movement, Arthaus represents a
confluence of artistic expression and craftsmanship,
delivering a rich, balanced profile of depth and
sophistication.

• Super-Premium Gin Innovation: Our flagship super¬
premium gin, Zoya, crafted from 100% grain and natural
spirits, delicately balances juniper with 12 botanicals. In
FY25, we expanded the portfolio with two new flavour
variants in Maharashtra:

o Zoya Watermelon Gin - a category-first with a
refreshing summer profile, and

o Zoya Espresso Coffee Gin - infused with the bold
aroma of freshly brewed coffee.

• Acquisitions to Strengthen Premium Portfolio:

o Woodburns Contemporary Indian Whisky - A rich,
peat-forward Indian whisky made from three Indian
malts and matured in charred oak casks, now
strengthens our presence in the Super-Premium
Whisky category.

o Pumori and Pumori Pink Gin - Crafted in small
batches, Pumori draws character from Himalayan
juniper and a medley of 12 Indian botanicals,
enriching our Premium Gin portfolio.

o Segredo Aldeia Rum - With two variants acquired,
this luxury rum brand, meaning “Secret Village” in
Portuguese, draws from Goa’s storied heritage and
artisanal rum-making traditions.

• International Partnerships

In a major development, ABD entered a strategic
partnership with Roust Corporation to introduce the

world’s No.1 Russian premium vodka brand, Russian
Standard, to India. Holding a 30% share in Russia’s
premium vodka market and exported to over 85 countries,
Russian Standard’s range—including Original, Gold, and
Platinum—expected to be launched in Maharashtra in
Q1 FY26, combining Roust’s global pedigree with ABD’s
robust distribution and marketing expertise.

These developments reflect our firm commitment to
building a future-ready, premiumised portfolio that
meets the aspirations of evolving Indian consumers
while unlocking long-term value.

5. FINANCIAL HIGHLIGHTS (STANDALONE):

The Company is engaged in the business of
manufacturing and marketing of Indian-Made Foreign
Liquor (‘IMFL'') products. There has been no change in
the business of the Company during the financial year
ended March 31, 2025.

During the year under review, your Company has
recorded revenue of '' 807,296.11 lakhs, marking a
growth of 5.25% as compared to '' 7,66,857.03 lakhs
during the previous year. The total expenses during
the year increased by 2.23% to '' 7,82,358.25 lakhs as
compared to ^ 7,65,320.47 lakhs during the previous
year.

Consequently, your Company’s profit before exceptional
item and tax for the year stood at '' 27,081.85 lakhs,
representing a significant increase of approximately
1,094% over '' 2,265.98 lakhs in the previous year.
After providing for income tax, Profit After Tax was
'' 20,012.88 lakhs, registering a remarkable growth of
2,875% compared to '' 671.57 lakhs during the previous
year.

6. INITIAL PUBLIC OFFERING (IPO) AND
UTILIZATION OF PROCEEDS

During the financial year 2024-25, the Company
launched its Initial Public Offering (IPO), comprising
a total of 53,390,079 equity shares of face value ^2/-
each, at a price of ^281/- per share (including a premium
of ^279/- per share). The IPO included a Fresh Issue of
35,596,486 equity shares and an Offer for Sale (OFS) of
17,793,593 equity shares by the Promoter(s)/ Promoter
Group, aggregating to approximately ''1,499.90 crore.

The proceeds from the IPO have been utilized during the
financial year ended March 31, 2025, in accordance with
the objects of the offer as stated in the prospectus. There
has been no deviation or variation in the utilization of
funds from the stated purposes. A certificate confirming
the same, duly reviewed by the Audit Committee, has
been submitted to the stock exchanges as required
under Regulation 32 of the SEBI Listing Regulations.

7. SHARE CAPITAL:

There was no change in the Authorized Share Capital of
the Company during the year. However, pursuant to the
IPO, the Issued, Subscribed, and Paid-up Share Capital
increased to ''5594.20 lakhs comprising 27,97,10,151
equity shares of R7J- each as on July 2, 2024.

As of March 31, 2025, the Issued, Subscribed, and Paid-
up Share Capital remained unchanged at ^5594.20
lakhs, consisting of 27,97,10,151 equity shares of ^2/-
each.

8. UNCLAIMED DIVIDEND AND SHARES
TRANSFERRED TO INVESTOR EDUCATION
AND PROTECTION FUND (“IEPF”):

In accordance with the provisions of sections 124 and
125 of the Act and Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”), dividends which remain unpaid
or unclaimed for a period of seven years from the date
of transfer to the Unpaid Dividend Account shall be
transferred by the Company to the Investor Education
and Protection Fund (“IEPF”).

The IEPF Rules mandate companies to transfer all shares
in respect of which dividend has not been paid or claimed
for seven consecutive years or more in the name of IEPF.
The Members whose dividend/ shares are transferred to
the IEPF Authority can claim their shares/dividend from
the IEPF Authority following the procedure prescribed in
the IEPF Rules.

During the year under review, the Company was neither
liable to transfer any amount to the Investor Education
and Protection Fund (IEPF), nor was any amount lying
in the Unpaid Dividend Account of the Company for the
Financial Year 2024-2025.

9. DISCLOSURE WITH RESPECT TO DEMAT

SUSPENSE ACCOUNT / UNCLAIMED

SUSPENSE ACCOUNT:

During the year under review, there were no shares
lying in the Demat Suspense Account or the Unclaimed
Suspense Account. Accordingly, the disclosure
requirements under Regulation 39(4) of the SEBI Listing
Regulations are not applicable.

10. EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has
introduced the ‘ABD Employee Stock Option Scheme
2024’ (“ESOS 2024” / “Scheme”). Under the Scheme,
the Company aims to create, offer, issue, grant and allot
from time to time, in one or more tranches, not exceeding
1,39,85,508 (One Crore Thirty-nine lakhs Eighty-five
Thousand Five Hundred and Eight Only) employee stock
options (“Options”).

The ESOS scheme was approved by shareholders of
the Company on March 15, 2025 through postal ballot
in compliance SEBI (Share Based Employee Benefits

and Sweat Equity) Regulations, 2021 (“SEBI ESOP
Regulations 2021”), and the particulars of the scheme
as required is hosted on the website of the Company at
https://www.abdindia.com/.

The Company is in the process of seeking approval from
the Members to extend the benefits of ESOS 2024 to the
employees of its subsidiary company(ies).

11. SUBSIDIARY COMPANIES, ASSOCIATE
COMPANIES AND JOINT VENTURE
COMPANIES:

Subsidiaries

As on March 31, 2025, your Company has 11 (Eleven)
subsidiaries, viz, NV Distilleries & Breweries (AP) Private
Limited, Deccan Star Distilleries India Private Limited,
ABD Dwellings Private Limited, Madanlal Estates Private
Limited, Sarthak Blenders and Bottlers Private Limited,
Chitwan Blenders & Bottlers Private Limited, Allied
Blenders and Distillers (UK) Limited, Allied Blenders
and Distillers Maharashtra LLP (under IND-AS) and
ABD Foundation. Further, Minakshi Agro Industries LLP
(under IND-AS) became a subsidiary with effect from
December 10, 2024, and ABD Maestro Private Limited
became a subsidiary with effect from February 28, 2025.
No company ceased to be a subsidiary of the Company
during the financial year under review.

The Company ensures that all compliances relating
to its subsidiaries are duly met in accordance with the
applicable provisions of the Companies Act, 2013 and
the SEBI Listing Regulations.

Your Company has formulated a Policy for determining
‘Material’ Subsidiaries pursuant to the provisions of
Regulation 16 of SEBI Listing Regulations. The said
Policy is available on the Company’s website at at
https://www.abdindia.com/investor-relations/corporate-
governance/policies-schemes/

A report on the performance and financial position of
subsidiaries of your Company including capital, reserves,
total assets, total liabilities, details of investment,
turnover, etc., pursuant to Section 129 of the Act is
provided in Form AOC-1 as “Annexure A”, which forms
an integral part of the Board’s Report

Joint Ventures (“JVs”)/ Associate Companies

The Company does not have any JVs or Associate
Companies during the year or at any time after the
closure of the year and till the date of this Annual
Report at https://www.abdindia.com/investor-relations/
corporate-governance/policies-schemes/.

12. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount
falling within the purview of provisions of Section 73 of
the Act read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review. Hence, the
requirement for furnishing details relating to deposits
covered under Chapter V of the Act or the details of

deposits that are not in compliance with Chapter V of
the Act is not applicable.

13. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions undertaken by the
Company during the year under review were reviewed
and approved by the Audit Committee and were in
accordance with the Company’s Policy on Materiality
of Related Party Transactions and dealing with Related
Party Transactions, formulated and adopted by the
Company. The Audit Committee has granted omnibus
approvals for certain transactions that are repetitive in
nature or are unforeseen, if any, and such transactions
are subsequently reviewed by Audit Committee on a
periodic basis.

All contracts, arrangements, and transactions entered
into with Related Parties during the year under review
were in the ordinary course of business and on arm’s
length basis. The Company has not entered into
any transaction with related parties which could be
considered material in accordance with the policy of the
Company and SEBI Listing Regulations. Further, there
are no materially significant related party transactions
entered into by the Company with its Promoters,
Directors, Key Managerial Personnel (“KMP”) or Senior
Management Personnel that may have a potential
conflict with the interest of the Company at large. All
related party transactions have been appropriately
disclosed in the Notes to the Financial Statements
forming part of this Annual Report.

During the year, no transactions were carried out that
requires reporting in Form AOC - 2, pursuant to Section
134 (3) (h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014

The policy is hosted on the Company’s website at
https://www.abdindia.com/investor-relations/corporate-
governance/policies-schemes/.

14. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS OUTGO:

The information relating to conservation of energy,
technology absorption and foreign exchange earnings
and outgo as stipulated under section 134(3)(m) of the
Act read with Rule 8 of The Companies (Accounts) Rules,
2014, is annexed herewith as Annexure B and forms
part of this Report.

15. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with
Section 134(3)(a) of the Act, the Annual Return of
the Company as on March 31, 2025, is available on
Company’s website at www.abdindia.com.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The particulars of loans granted, guarantees provided,
investments made, or security provided by the Company
under Section 186 of the Act, Regulation 34(3) and
Schedule V of the SEBI Listing Regulations forms part of
this Annual Report in Notes to the standalone financial
statements for the Financial Year ended March 31, 2025.

17. DISCLOSURE UNDER SECTION 134(3)(I) OF
THE COMPANIES ACT, 2013:

In terms of Section 134(3)(l) of the Act except as
disclosed elsewhere in this report, no material changes
and commitments that could affect the Company’s
financial position have occurred between the end of the
Financial Year 2024-2025 of the Company and date of
this report.

18. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY:

The Company has its internal financial control systems
commensurate with the size and complexity of its
operations, to ensure proper recording of financials and
monitoring of operational effectiveness and compliance
of various regulatory and statutory requirements. The
management regularly monitors the safeguarding
of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting
records including timely preparation of reliable financial
information.

The internal auditor consults and reviews the
effectiveness and efficiency of the internal financial
control systems and procedure to ensure that all the
assets are protected against loss and that the financial
and operational information is accurate and complete in
all respects. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of
the Company.

19. BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL (“KMP”):

Board of Directors

Your Company’s Board comprises 14 (Fourteen)
Members as on the date of this Report, the details of the
same are as below:-

Sr. No.	Name	Designation
1.	Mr. Kishore Rajaram	Non-Executive -
	Chhabria	Non-Independent Director, Chairman
2.	Mrs. Bina Kishore Chhabria	Non-Executive - Non-Independent Director - Co¬ Chairperson
3.	Mr. Alok Gupta	Managing Director

Sr. No.	Name	Designation
4.	Mr. Shekhar Ramamurthy	Whole-time Director designated as Executive Deputy Chairman
5.	Mrs. Resham Chhabria J Hemdev	Whole-time Director designated as Vice Chairperson
6.	Mr. Balaji Viswanathan Swaminathan	Independent Director
7.	Mr. Vivek Anilchand Sett	Independent Director
8.	Mr. Paul Henry Skipworth	Independent Director
9.	Ms. Rukhshana Jina Mistry	Independent Director
10.	Mr. Nasser Mukhtar Munjee	Independent Director
11.	Mr. Narayanan Sadanandan	Independent Director
12.	Mr. Mehli Maneck Golvala	Independent Director
13.	Mr. Maneck Navel Mulla	Non-Executive - Non Independent Director
14.	Mr. Arun Barik	Whole-time Director designated as Executive Director

Appointment and Change in designation of
Directors during the year:

The appointment and remuneration of Directors are
governed by the Nomination and Remuneration Policy
(“NRC Policy”) devised by the Company. The NRC policy
is also available on the website of the Company and can
be accessed at www.abdindia.com

Further, there were following changes in the directorate
during the year under review:

The Board of Directors of the Company at its meeting
held on October 11, 2024, basis the recommendation of
the NRC and based on the evaluation of the balance of
skills, knowledge, experience and expertise considered
and approved the appointment of Mr. Nasser Mukhtar
Munjee (DIN: 00010180) as Additional Director
(Non-Executive, Independent) for a period of 5 (Five
consecutive years commencing from October 11, 2024,
to October 10, 2029, who is not liable to retire by rotation.
The said appointment was subsequently approved by
the Members on December 13, 2024, by means of Postal
Ballot.

The Board of Directors of the Company at its meeting
held on January 29, 2025, based on the recommendation
of NRC of the Board, re-appointed Mr. Shekhar
Ramamurthy (DIN: 00504801) as Whole-time Director
designated as Executive Deputy Chairman for a further
term of 2 (Two) years commencing from April 1, 2025 to
March 31, 2027 (both days inclusive), liable to retire by
rotation. The aforesaid re-appointment of Mr. Shekhar
Ramamurthy was subsequently approved by the
Members on March 15, 2025, through Postal Ballot.

The Board of Directors, at its meeting held on March 31,
2025, based on the recommendation of the NRC and
subject to the approval of the shareholders, re-appointed
Mrs. Resham Chhabria J Hemdev (DIN: 00030608) as
Whole-time Director, designated as Vice Chairperson,

for a further term of three (3) years commencing from
April 1, 2025, and Mr. Arun Barik (DIN: 07130542) as
Whole-time Director, designated as Executive Director,
for a further term of three (3) years commencing from
August 9, 2025; both appointments being liable to retire
by rotation, in accordance with the provisions of the
Companies Act, 2013.

Retirement by rotation and subsequent re¬
appointment

In accordance with the provisions of Section 152 of the
Act and the Company’s Articles of Association, Mr. Alok
Gupta, Managing Director and Mr. Maneck Navel Mulla,
Non-Executive Director, are liable to retire by rotation at
the forthcoming AGM and being eligible have offered
themselves for re-appointment. The Board recommends
re-appointment of Mr. Alok Gupta and Mr. Maneck
Navel Mulla for the consideration of the Members at
the forthcoming AGM. The relevant details including
profile of Mr. Alok Gupta and Mr. Maneck Navel Mulla
are disclosed under the Notice of AGM and Report on
Corporate Governance forming part of this Annual
Report.

Cessation

During the year under review, Mr. Vinaykant Tanna
(DIN: 09680693), Non-Executive, Independent Director,
tendered his resignation from the Board w.e.f October
10, 2024, due to his inability to commit required time
to discharge his duties. Mr. Tanna had also confirmed
that there were no other material reason other than
those stated above. The Board placed on records
its appreciation towards Mr. Tanna for the valuable
guidance and services rendered by him during his tenure
as an Independent Director of the Company.

Key Managerial Personnel (“KMP”)

In accordance with the provisions of Section 2(51)
and Section 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, including any statutory
modification(s) or re-enactment(s) thereof for the time
being in force, the following are the KMPs of the Company
as on the date of this Report:

1. Mr. Alok Gupta, Managing Director;

2. Mr. Anil Somani, Chief Financial Officer;

3. Mr. Ritesh Shah, Company Secretary & Compliance
Officer and Chief Legal Officer and

4. Manoj Kumar Rai, Chief Revenue Officer.

During the year under review, Mr. Ramakrishnan
Ramaswamy, Chief Financial Officer, relinquished his
position on attaining the superannuation age, w.e.f. close
of business hours of September 4, 2024 and Mr. Anil
Somani was appointed as Chief Financial Officer w.e.f.
September 5, 2024.

Further, Mr. Ankur Sachdeva, the Chief Revenue Officer
and designated Key Managerial Personnel, resigned
from his position on December 8, 2024. Subsequently, Mr.
Manoj Kumar Rai was appointed as the Chief Revenue
Officer, effective October 14, 2024. Additionally, Mr.
Bikram Basu, Chief Innovation and Strategy Officer and
designated Key Managerial Personnel of the Company,
relinquished his position effective March 31, 2025, and
was appointed as the Managing Director of a subsidiary
company.

Declaration by Independent Directors:

All the Independent Directors of your Company have
submitted requisite declarations confirming that
they continue to meet the criteria of independence
as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations. The
Board is of the opinion that the Independent Directors
of the Company including those appointed during
the year possess requisite qualifications, expertise
and experience in the varied fields and holds highest
standards of integrity.

The Independent Directors have also confirmed that they
have complied with the Company’s Code of Conduct for
Board and Senior Management as per Regulation 26(3)
of SEBI Listing Regulations.

The Independent Directors affirmed that none of them
were aware of any circumstance or situation which
could impair their ability to discharge their duties in an
independent manner.

Board Evaluation

The Board has carried out an annual performance
evaluation of its own performance, and of the directors
individually, as well as the evaluation of all the committees
i.e. Audit, Nomination and Remuneration, Stakeholders
Relationship, Risk Management and Corporate Social
Responsibility (“CSR”) Committee.

The Board adopted a formal evaluation mechanism
for evaluating its performance and as well as that of
its Committees and individual directors, including the
Chairman of the Board the exercise was carried out by
feedback survey from each directors covering Board
functioning such as composition of Board and its
Committees, experience and competencies, governance
issues etc. Separate Exercise was carried out to evaluate
the performance of individual directors including
the Chairman of the Board who were evaluated on
parameters such as attendance, contribution at the
meeting etc.

Disqualification of Directors:

During the year under review, none of the Directors on
the Board were disqualified under Section 164(2) of the
Act. The Company has received declarations from all
Directors confirming that they are not disqualified to act
as Directors under any applicable laws.

20. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Company has put in place a structured familiarisation
programme for its Independent Directors to enable
them to understand the Company’s business model,
operations, regulatory environment, and their roles and
responsibilities as Independent Directors. During the year
under review, the Independent Directors were provided
with periodic presentations on the Company’s financial
performance, business updates, risk management
framework, compliance requirements, and other relevant
aspects. This enables them to contribute effectively to
the Board’s deliberations and decisions.

21. FINANCE:

During the year under review, the Company availed
various credit facilities from the existing banking partners
to meet its business requirements. The Company has
been regular in servicing its debt obligations, including
payment of interest and repayment of principal amounts
to term lenders. There has been no default in the
repayment of any interest or principal amount during the
financial year.

During the financial year under review, the Company has
availed unsecured loan from a Director of the Company.
The Company has also obtained a written declaration
confirming that the amount lent is not derived from funds
acquired by borrowing or accepting loans or deposits
from others. Accordingly, in terms of Rule 2(1)(c) (viii) of
the Companies (Acceptance of Deposits) Rules, 2014,
this amount is exempted from ‘Deposit’. The necessary
details thereof is disclosed in the Notes to the Financial
Statements forming part of this Annual Report.

22. CREDIT RATING:

The Company’s financial discipline and prudence is
reflected in the strong credit rating ascribed by the rating
agencies. During the year under review, India Ratings
& Research has upgraded the bank loans rating of the
Company from ‘IND BBB ’ to ‘IND A-’ with Positive
Outlook. The upgrade reflects a significant improvement
in the Company’s financial profile post the completion of
its initial public offering (IPO) in July 2024.

23. RISK MANAGEMENT & INTERNAL FINANCIAL
CONTROLS:

The Company has well established, comprehensive
and adequate internal controls commensurate with the
size of the operations, which are designed to assist in
identification and management of business risks and
ensure high standards of corporate governance. The
internal financial controls have been documented,
digitized and embedded in the business processes.
During the year, such controls were tested and no
reportable material weakness in the design or operation
was observed.

Assurance on the effectiveness of internal financial
controls is obtained through monthly management

reviews, control self-assessment and continuous
monitoring by functional experts as well as testing of the
internal financial control systems by the internal auditors
during the course of their audits. The internal auditors
independently evaluate the adequacy of internal controls
and concurrently audit the majority of the transactions in
value terms. Independence of the audit and compliance
is ensured by direct reporting of internal auditors to the
Audit Committee of the Board.

To further strengthen the compliance processes the
Company has an internal compliance tool for assisting
statutory compliances. This process is automated and
generate alerts for proper and timely compliance. We
believe that these systems provide reasonable assurance
that our internal financial controls are designed
effectively and are operating as intended.

As per the requirements of SEBI Listing Regulations,
a Risk Management Committee has been constituted
with responsibility of preparation of risk management
plan. The details of the constitution, authority and
terms of reference of the Risk Management Committee
is captured in the corporate governance report. The
Company’s risk management framework supports an
efficient and risk-conscious business strategy, delivering
minimum disruption to business and creating value for
our stakeholders. The Company has in place a Risk
Management Policy which is available on the website of
the Company www.abdindia.com

24. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE:

Your Company is an equal opportunity employer and is
committed to creating a healthy working environment
that enables employees to work without fear of prejudice
and gender bias. Your Company is committed to ensure
that every employee is treated with dignity and respect
and works in a conducive work environment, which
promotes professional growth of employee and
encourages equality of opportunity.

In accordance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition, and Redressal) Act,
2013 the Company has complied with the provisions
relating to the constitution of the Internal Complaints
Committee and also framed and adopted the policy for
the Prevention of Sexual Harassment at Workplace.
During the year under review, no complaint was received.

The Company has submitted its Annual Report on the
cases of Sexual Harassment of Women at Workplace to
the District Officer, Mumbai pursuant to section 21 of the
aforesaid Act and Rules framed thereunder.

25. VIGIL MECHANISM

In compliance with Section 177(9) and (10) of the Act
and Regulation 22 of the SEBI Listing Regulations, the
Company has established vigil mechanism and adopted
a Whistle Blower Policy. This policy enables employees

to report concerns related to fraud, malpractice, or any
activity contrary to the Company’s interests or societal
welfare. The policy ensures protection for employees
who report unacceptable or unethical practices, fraud,
or legal violations, shielding them from retaliation. This
Policy is also applicable to the Directors of the Company.
All cases reported as part of whistle-blower mechanism
are taken to their logical conclusion within a reasonable
timeframe. Details of the complaints received, and the
actions taken, if any, have been reviewed by the Audit
Committee. The functioning of the Vigil Mechanism is
reviewed by the Audit Committee from time to time.
The Vigil Mechanism Policy has been hosted on the
website of the Company and can be accessed at
www.abdindia.com.

26. PERSONNEL / HUMAN RESOURCES
DEVELOPMENT

The employees, as always remain the most valuable
asset for the Company and the Company’s thrust area
is to attract, develop and retain talent. The Company
continues to maintain an open culture, congenial work
atmosphere and healthy industrial relations, and is
committed to providing the employee with a pragmatic
workplace. During the year under review the Company
has launched the following new initiatives on the Human
Resource front:

i) Total rewards Mindset:

In line with the Company’s transformation journey,
the Company has adopted a Total Rewards mindset
that aligns individual performance with business
outcomes. Key performance indicators and
evaluation frameworks have evolved from being
task-oriented to outcome-oriented, reflecting the
Company’s commitment to driving accountability
and results.

The company’s rewards philosophy is built
on the principle of recognizing and rewarding
those who deliver on defined targets and
contribute meaningfully to the company’s growth.
Performance-based differentiation is central to the
Company’s approach, ensuring that high performers
are acknowledged through both financial and non¬
financial rewards.

Additionally, the Company leveraged on a robust
market salary benchmarking for annual increment
planning, ensuring competitiveness and fairness in
the compensation practices. This shift in mindset
underscores the Company’s focus on creating a
performance-driven culture that attracts, retains,
and motivates top talent.

ii) On Premise Team

As the company accelerates its premiumization
strategy, HR has played a critical role in enabling
this shift by aligning talent with emerging
business priorities. A key initiative has been the
creation of a dedicated team of on-premise sales

specialists, focused exclusively on driving the luxury
portfolio across top hotels and premium dining
establishments in key cities.

This specialized talent pool has been carefully
curated with a focus on high-touch sales capabilities,
deep product knowledge, and an understanding of
luxury consumer behavior. Targeted hiring, bespoke
training programs, and performance-linked rewards
have been implemented to support this strategic
shift. This marks a significant step in reinforcing the
company’s commitment to premium offerings and
enhancing brand presence in influential on-premise
channels.

iii) Retention of Talent

Retaining high-quality talent continues to be a
strategic priority for the Company. The company
has taken focused steps to create an environment
where employees are encouraged to grow and
thrive within the organisation. A key initiative
in this direction has been the strengthening of
our structured Internal Job Posting (IJP) process,
which enables internal talent to explore lateral
and upward career opportunities across functions
and geographies. This not only fosters career
progression but also enhances cross-functional
learning and engagement.

Additionally, the Company actively promotes an
employee referral program, encouraging colleagues
to refer skilled and like-minded professionals from
their networks. This not only supports our talent
acquisition efforts but also helps strengthen cultural
alignment and improve retention outcomes.

Through these initiatives, the Company aims to
build a culture of trust, opportunity, and long-term
career commitment.

iv) Learning and Development

The Company continues to invest in building a
learning culture that empowers employees to grow
both personally and professionally. A key enabler of
this has been our digital learning platform, which
provides employees with on-demand access to a
wide range of curated content and programs across
functional, behavioral, and leadership topics.

As part of the Performance Management process,
supervisors play an active role in recommending
relevant training interventions, many of which are
delivered seamlessly through the digital platform.
This ensures that development efforts are closely
aligned with individual performance and career
goals.

To support capability building at key transition
points, all first-time managers are required to
undergo a mandatory training program before
assuming their new responsibilities. Furthermore,

to drive consistent and effective hiring practices,
all hiring managers are mandated to complete a
customised training module focused on interviewing
skills and selection best practices—delivered via
the same digital platform.

These structured learning interventions are
designed to create a future-ready workforce
and reinforce our commitment to continuous
development.

v) Predictive Modelling for Hiring:

As part of the ongoing commitment to building
a future-ready workforce, the Company is in the
process of implementing predictive modelling for
hiring to strengthen the talent acquisition strategy.
This initiative is designed to anticipate potential
attrition by analyzing a range of internal and
external data points, including market environment
trends, employee tenure in specific roles, individual
performance levels, and the criticality of roles to
business continuity.

The objective is to proactively identify roles and
locations where attrition is likely to occur, enabling
to create targeted hiring pipelines in advance. This
forward-looking approach will significantly reduce
turnaround time for critical hires, minimize business
disruption, and enhance workforce stability. By
leveraging data-driven insights, the aim is to make
the hiring processes more agile and responsive to
future talent needs.

vi) Succession planning:

The Company is working on implementing a
succession planning process in the coming year.
Critical talent was identified via the potential
assessment tool using the 5 box Talent Grid. The
identified pool will be part of critical development
and retention programs to be initiated in the current
financial year.

27. INSURANCE

The Company has taken adequate insurance cover for
all its assets, including buildings, plant and machinery,
stocks, and other insurable interests, to safeguard
against risks such as fire, theft, and other unforeseen
events.

28. STATUTORY AUDITORS AND AUDITORS
REPORT:

At the 15^th Annual General Meeting (AGM) of the Company
held on July 31, 2023, M/s. Walker Chandiok & Co LLP.,
Chartered Accountants, Mumbai (Firm Registration
Number: 001076N / N500013), were appointed as the
Company’s Statutory Auditors from the conclusion of the
15^th AGM till the conclusion of the 20^th AGM to be held in
year 2027.

The Statutory Auditors have confirmed that they meet
the independence criteria as prescribed under the

Companies Act, 2013. They also satisfy the eligibility
and qualification requirements under the Companies
Act, 2013, the Chartered Accountants Act, 1949 and
rules and regulations framed thereunder. In addition,
the Auditors hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants
of India (ICAI), which is a mandatory requirement for
issuing audit and limited review reports.

The Statutory Auditors have issued an unmodified
opinion on the standalone and consolidated financial
statements of the Company for the financial year ended
March 31, 2025.

a. Observations of Statutory auditors on accounts
for the year ended March 31, 2025

The observations, qualifications, or disclaimers, if
any, made by the Statutory Auditors in their report
for the financial year ended March 31, 2025, read
together with the relevant notes to the financial
statements, are self-explanatory and do not require
any further explanation or comments by the Board
as per the provisions of Section 134(3) of the Act.

b. Reporting of frauds by statutory auditors under
Section 143(12):

There were no incidents of reporting of frauds by
Statutory Auditors of the Company under Section
143(12) of the Act read with Companies (Accounts)
Rules, 2014.

29. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and amended
Regulation 24A of the SEBI Listing Regulations, the Board
has based on the recommendation of Audit Committee
approved appointment of M/s. B K Pradhan & Associates,
(FRN: S2012MH172500 & Peer Review No. 2022/2022),
a peer reviewed firm of Company Secretaries in Practice
as Secretarial Auditors of the Company for a period of
five years, i.e., from FY 2025- 26 to FY 2029-30, subject
to approval of the Shareholders of the Company at the
ensuing AGM.

The Report of the Secretarial Auditor for FY25 is annexed
herewith as Annexure - C. The said Secretarial Audit
Report does not contain any qualification, reservations,
adverse remarks or disclaimer.

30. COST AUDITORS

The Company is not required to maintain cost records in
terms of the requirements of Section 148 of the Act and
rules framed thereunder, hence such accounts and records
are not required to be maintained by the Company.

31. INTERNAL AUDITOR

Your Company has appointed Mr. P Kulothungan as an
Internal Auditor of the Company in the Board meeting
held on May 1, 2024 pursuant to provisions of Section

32. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Company has in place a CSR policy which provides
guidelines for conducting CSR activities of the Company.
The CSR policy is available on the website of the
Company https://www.abdindia.com. During the year
under review, the Company was required to incur CSR
expenditure amounting to '' 38.03 lakhs. As a part
of its CSR activities, the Company has spent a sum of
'' 1.02 lakh as eligible CSR spend. The Company was
having accumulated excess spending amounting to
''116.71 lakhs from the previous years and after allowing
the set-off of '' 38.03 lakhs for the current year the
available amount of '' 79.70 lakhs were carried forward
for utilizing it in subsequent years.

The Annual Report on CSR activities, in terms of Section
135 of the Act, is annexed to this report as “Annexure D”
to this Report.

The Corporate Social Responsibility Committee of
Directors was constituted pursuant to Section 135
of the Act. The composition of the Corporate Social
Responsibility Committee (“CSR Committee”) is in
conformity with the provisions of the said section and
Regulation. There was 1 (One) CSR Committee Meeting
held on March 26, 2025, during F.Y. 2024-25. The
Composition of CSR Committee as on March 31, 2025 is
as under:

Name of Members	Designation
Resham Chhabria J Hemdev	Chairperson
Vivek Anilchand Sett	Member
Maneck Navel Mulla	Member

33. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING:

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, as amended, the top 1000 listed entities
based on market capitalization (as on March 31 of
each financial year) are required to include a Business
Responsibility and Sustainability Report (BRSR) as part
of their Annual Report.

The Company was listed on the stock exchanges on
July 2, 2024, and has subsequently met the prescribed
market capitalization threshold as of December 31,
2024. In accordance with Regulation 3(2)(b) of the SEBI
Listing Regulations, although the Company falls within
the top 1,000 listed entities by market capitalization, it
is exempt from submitting the Business Responsibility
and Sustainability Report (BRSR) for the financial year
2024-25. The BRSR requirements shall be applicable to
the Company from the financial year 2025-26 onwards.
Necessary systems and processes are currently being
developed to ensure timely, accurate, and comprehensive
reporting in line with SEBI’s prescribed BRSR framework
and disclosure requirements.

34. CORPORATE GOVERNANCE:

Your Company remains dedicated to upholding the
highest standards of corporate governance, recognizing

that robust governance practices are essential to
building and sustaining investor confidence. We strive
to adhere to best practices in corporate governance
through transparent and comprehensive disclosures.
The Board views itself as a custodian of shareholder
interests and takes utmost care to create and protect
shareholder value. To align with these principles, the
Company has established a corporate structure tailored
to its business needs and ensures a strong emphasis on
transparency through regular disclosures and effective
control systems.

As per provisions of Regulation 15 of SEBI Listing
Regulations, the Corporate Governance Report for the
financial year 2024-2025 is presented as “Annexure E”
to this Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as
required under Regulation 34 and Schedule V of SEBI
Listing Regulations is furnished as “Annexure F” to this
Report.

36. OTHER DISCLOSURES

a. BOARD MEETINGS:

The details regarding Board and its Committees
Meetings are provided in the corporate governance
report.

b. COMMITTEES OF THE BOARD:

The details of the various committees constituted by
the Board are provided in the corporate governance
report.

During the year under review, there were no such
recommendations made by any Committee of the
Board which were mandatorily required and not
accepted by the Board.

c. CONSOLIDATED FINANCIAL STATEMENTS:

Your Company’s Board of Directors is responsible
for the preparation of the consolidated financial
statements of your Company and its subsidiaries
(‘the Group’), in terms of the requirements of the
Companies Act, 2013 and in accordance with
the accounting principles generally accepted in
India, including the Indian Accounting Standards
specified under section 133 of the Companies Act,
2013. The respective Board of Directors of the
companies included in the Group are responsible
for maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets and
for preventing and detecting frauds and other
irregularities, the selection and application of
appropriate accounting policies, making judgments
and estimates that are reasonable and prudent,
and the design, implementation and maintenance
of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant
to the preparation and presentation of the financial
statements that give a true and fair view and are
free from material misstatement, whether due

to fraud or error, which have been used for the
purpose of preparation of the consolidated financial
statements by the Directors of your Company, as
afore stated. The consolidated financial statements
of the Group are provided separately and forms
part of the Annual Report.

The Consolidated Revenue from operations is
'' 807,315.46 lakhs in the current year as
compared to ''766,857.03 lakhs in the previous
year. The consolidated profit before exceptional
items and tax for the year is '' 26,572.27 lakhs as
against ''1,777.03 lakhs in the previous year. The
consolidated profit after tax '' 19,484.56 lakhs as
against ''182.89 lakhs in the previous year. The
Financial Statements as stated above are also
available on the website of the Company and can
be accessed at the https://www.abdindia.com/.

d. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATOR OR
COURT OR TRIBUNAL:

There were no significant and material orders issued
against the Company by a regulating authority or
court or tribunal that could affect the going concern
status and Company’s operation in future.

e. DISCLOSURE UNDER SECTION 43(A)(II) OF
THE COMPANIES ACT, 2013:

The Company has not issued any shares with
differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with
Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 54(1)(D) OF
THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity
shares during the year under review and hence no
information as per provisions of Section 54(1)(d)
of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is
furnished.

g. DISCLOSURE UNDER SECTION 62(1) (B) OF
THE COMPANIES ACT, 2013:

During the year under review, the Company
introduced the ‘ABD Employee Stock Option
Scheme 2024’ (“ESOS 2024”) in accordance with
SEBI (Share-Based Employee Benefits) Regulations,
2014, and SEBI (SBEB & SE) Regulations, 2021.
The Scheme, aimed at rewarding, motivating,
attracting, and retaining key talent, was approved
by shareholders on March 15, 2025, via postal
ballot.

Under the Scheme, the Company may grant up to
1,39,85,508 employee stock options in one or more
tranches. However, no options have been granted
under the ESOS-2024 and disclosures under
Section 62(1)(b) of the Act and Rule 12(9) of the
Companies (Share Capital and Debentures) Rules,
2014, are not applicable and hence not furnished
for the year.

h. DISCLOSURE UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013:

During the year under review, there were no
instances of non-exercising of voting rights in
respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Act
read with Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014 is furnished.

i. DISCLOSURE OF PROCEEDINGS PENDING,
OR APPLICATION MADE UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016:

No application was filed for corporate insolvency
resolution process, by a financial or operational
creditor under the IBC before the NCLT.

j. DISCLOSURE OF REASON FOR DIFFERENCE
BETWEEN VALUATION DONE AT THE TIME OF
TAKING LOAN FROM BANK AND AT THE TIME
OF ONE TIME SETTLEMENT:

There was no instance of a one-time settlement
with any Bank or Financial Institution.

k. COMPLIANCES OF SECRETARIAL STANDARDS:

During the year under review, the Company has
ensured compliance with applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India (ICSI), in accordance with the
provisions of the Companies Act, 2013.

l. PARTICULARS OF EMPLOYEES:

The particulars of remuneration to directors and
employees and other related information required
to be disclosed under Section 197 (12) and sub
rule 1 of rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Companies Act, 2013 and the Rules
made thereunder are given in “Annexure G” to this
Report.

As per Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the details relating to
the remuneration of specified employees have
been prepared in accordance with the applicable
provisions. In line with Section 136 of the Act, this
statement is available for inspection by any Member
at the Corporate Office of the Company. Members
interested in accessing this information may write
to the Company Secretary.

m. STATEMENT OF DEVIATION(S) OR
VARIATION(S):

During the year under review, there was no instance
to report containing statement of deviation(s) or
variation(s) as per regulation 32 of SEBI Listing
Regulations.

n. SEBI COMPLAINTS REDRESS SYSTEM
(SCORES):

The investor complaints are processed in a
centralized web-based complaints redress system.
The salient features of this system are a centralized
database of all complaints, online upload of Action

Taken Reports (ATRs) by the concerned companies,
and online viewing by investors of actions taken on
the complaint and its current status.

Your Company has been registered on SCORES
and makes every effort to resolve all investor
complaints received through SCORES or otherwise
within the statutory time limit from the receipt of
the complaint. The Company has not received any
complaint on the SCORES during the financial year
2024-2025.

o. CRITERIA FOR MAKING PAYMENTS TO NON¬
EXECUTIVE DIRECTORS:

The Company remunerates its Non-Executive
Directors by way of sitting fees for attending
meetings of the Board and its Committees,
reimbursement of expenses incurred for
participation in such meetings, and commission, if
any, as approved by the shareholders and within the
limits prescribed under the Companies Act, 2013.
The Nomination and Remuneration Committee
periodically reviews the remuneration structure to
ensure it aligns with regulatory requirements and
industry practices.

p. DISCLOSURE PURSUANT TO SECTION 197(14)
OF THE COMPANIES ACT, 2013, AND RULES
MADE THEREUNDER:

The Managing Director and Whole Time Director of
the Company are not in receipt of any remuneration
and / or commission from any subsidiary company,
as the case may be.

q. CODE OF CONDUCT:

As part of its strong governance framework, the
Company has adopted a code of conduct for
Directors and the Senior Management Team. This
Code outlines the Company’s commitment to ethical
conduct and compliance with laws and regulations.
An annual affirmation of compliance with the Code
has been obtained from all concerned.

r. INSIDER TRADING:

The Company has adopted a Code of Conduct
to Regulate, Monitor and Report Trading by
Designated Persons in accordance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015.
The Code aims to prevent misuse of unpublished
price sensitive information and ensure transparency
in dealing with securities of the Company.

s. MEANS OF COMMUNICATION:

The Board believes that effective communication
of information is an essential component of
Corporate Governance. The Company regularly
interacts with its shareholders through multiple
channels of communication such as the Company’s
Website and stipulated communications to the
Stock Exchange where the Company’s shares are
listed for the announcement of Financial Results,
Annual Report, Notices, Outcome of Meetings, and
Company’s Policies etc.

t. WEBSITE:

The Company has a functional website addressed
as https://www.abdindia.com. Website contains all
basic information about the Company - details of
its Business, Financial Information, Shareholding
Pattern, Contact Information of the Designated
Official of the Company who is responsible for
assisting and handling investors grievances and
such other details as may be required under sub
regulation (2) of Regulation 46 of the Listing
Regulations, 2015. The Company ensures that the
contents of this website are periodically updated.

u. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate Affairs vide its notification
dated February 16, 2015 notified under Section 133
of the Companies Act 2013 read with Companies
(Indian Accounting Standards) Rules, 2015. In
pursuance of the said notification your Company
has prepared the financial statements to comply
in all material respects in accordance with the
applicability of Indian Accounting Standards.

v. LISTING ON STOCK EXCHANGE:

The Equity Shares of the Company are listed on the
National Stock Exchange of India Ltd (NSE) Main
Board and Bombay Stock Exchange (BSE) Main
Board pursuant to the Initial Public Offering (‘IPO’)
of the Company.

w. DEPOSITORY SYSTEM:

Your Company’s equity shares are in Demat
form only. The Company has appointed National
Securities Depository Limited (NSDL) as designated
depository to the Company.

37. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls
and compliance systems established and maintained
by the Company, the work performed by the Internal
Auditors, Statutory Auditors and Secretarial Auditors,
including the Audit of Internal Financial Controls over
financial reporting by the Statutory Auditors and the
reviews performed by Management and the relevant
Board Committees, including the Audit Committee, the
Board is of the opinion that the Company’s Internal
Financial Controls were adequate and effective during
FY2025. To the best of knowledge and belief and
according to the information and explanations obtained
by them, your Directors make the following statements in
terms of Section 134(3)(c) and 134(5) of the Act:

(i) In the preparation of the Annual Accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures;

(ii) The Board has selected such accounting policies and
applied them consistently and made judgements
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 March 31, 2025 and the profit
of the Company for the 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
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

(iv) The annual accounts have been prepared on a
going concern basis;

(v) The Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

(vi) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

38. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors’ wish to place on record their sincere
appreciation for the continued cooperation and support
of the customers, suppliers, bankers and Government
authorities. Your Directors’ also wish to place on record
their deep appreciation for the dedicated services
rendered by the Company’s executives, staff and
workers.

By order of the Board

For Allied Blenders and Distillers Limited

Alok Gupta Shekhar Ramamurthy

Managing Director Whole-Time Director

DIN: 02330045 DIN: 00504801

Date: May 15, 2025

Place: Mumbai

---

Mar 31, 2024

Your Directors have pleasure in presenting their 16th Annual Report on the business performance and operations of the Company and Audited Financial Statements of the Company for the financial year ended March 31,2024 (''the Year'' or ''FY 2024'')

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

The Audited Financial Statements for the Financial Year ended March 31,2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. The Company''s performance during the financial year under review as compared to the previous financial year is summarized below:

Amnnnt in ? nL^nci

Particulars	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	7,66,857.03	7,10,568.02	7,66,857.03	7,10,568.02
Other Income	729.42	1,208.80	626.04	1,106.90
Total Expenses	7,65,320.47	7,10,849.55	7,65,706.04	7,11,080.38
Profit Before Tax	2,265.98	927.27	1,777.03	594.54
Less : Tax Expenses / (credit)	1,095.79	433.63	1,095.52	434.53
Profit after Tax	671.57	493.64	182.89	160.01
Add : Other Comprehensive	(100.38)	40.06	(100.38)	40.06
Total Comprehensive Income	571.19	533.70	82.51	200.07
Other Equity	38,124.72	37,553.53	35,810.55	35,728.04

2. DIVIDEND:

In accordance with the provision of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''SEBI (LODR) Regulations, 2015''] and any amendments thereto, your Company has formulated a Dividend Distribution Policy, which sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders.

The Policy is available on the Company''s website and can be accessed at https://www.abdindia.com/.

The Board of Directors of your Company, after considering the relevant circumstances and in terms of the Dividend Distribution Policy with a view to conserve the resources for future operations, has decided that it would be prudent, not to recommend any dividend on equity shares for the financial year under review.

3. TRANSFER TO RESERVES:

During the year under review, no amount was transferred to General Reserve of the Company.

4. STATE OF COMPANY''S AFFAIRS AND REVIEW OF OPERATIONS:

Your Company has achieved sales of 31.7 million cases in FY 2023-24.

Officer''s Choice Whisky, your Company''s flagship brand, achieved sales figures of 18.71 million cases, and continues to be the market leader in the mass-premium whisky segment with a share of 35.3%. Officer''s Choice Blue, the deluxe whisky offering, clocked sales of 4.26 million cases. Officer''s Choice continued its global ranking of being the 3rd largest whisky brand by volume and the 6th largest spirits brand as per the listing by Drinks International.

ICONiQ White Whisky was launched in the deluxe whisky segment in September 2022 and clocked sales of 2.27 million cases in FY2023, becoming the fastest growing spirits brand globally as per listing by Drinks International. ICONiQ White Whisky won the Gold Quality Award at Monde Selection, Brussels and Gold for Packaging Design at Spiritz Achievers Awards.

Sterling Reserve Premium Whiskies clocked sales of 4.8 million cases. Today, Sterling Reserve B7 is the third-largest brand in the segment nationally and ranked at No.14 whisky brands globally. Sterling Reserve BX Hippy built a base with younger consumers with its trendy new format of packaging.

Kyron Premium Brandy clocked sales of 146,895 cases and grew 5% over the previous year. Kyron won the Notable Product rating at Superior Taste Award at the International Taste Institute, Brussels.

Zoya Special Batch Gin was launched in the last quarter of FY24 in the state of Haryana and started building consumer franchise. Zoya, made with delicate juniper and the finest botanicals, has a beautiful, fresh and unique finish. The brand currently is the most premium offering in your Company''s portfolio. It won Product of the Year at INDSpirit Awards.

Srishti Premium Whisky, an innovative product marrying the goodness of curcumin with a classic Scotch and Indian grain spirit blend has similarly met with success in key states of initial launch with growth of 130% over the previous year.

The Company consolidated its brand communication, visibility, and consumer promotion initiatives in all priority markets relevant to the brands.

Your Company has completed its Initial Public Offering (IPO) of 53,390,079 equity shares of face value of '' 2/- each, at an issue price of '' 281 per share comprising fresh issue of 35,596,486 equity shares and offer for sale of 17,793.593 equity shares by selling shareholders, resulting in equity shares of the Company being listed on the National Stock Exchange of India Limited (NSE) and BSE limited (BSE) on July 2, 2024.

5. FINANCIAL HIGHLIGHTS AND CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing and marketing of Indian-Made Foreign Liquor (''IMFL'') products. There has been no change in the business of the Company during the financial year ended March 31,2024.

During the year under review, your Company has recorded revenue of '' 7,66,857.03 Lakhs as compared to '' 7,10,568.02 Lakhs during the previous year. The total expenses during the year were '' 7,65,320.47 Lakhs as compared to '' 7,10,849.55 Lakhs during the previous year on standalone basis.

Consequently, your Company''s profit before tax for the year under review was '' 2,265.98 Lakhs as compared to the previous year''s profit before tax of '' 927.27 lakhs. After providing for income tax, profit after tax for the year under review was '' 671.57 Lakhs as compared to '' 493.64 Lakhs during the previous year on standalone basis.

6. SHARE CAPITAL:

During the year under review, there has been no change in the Authorized, Issued, Subscribed, and Paid-up Share Capital of the Company.

As of March 31,2024, the Authorized Share Capital of the Company was '' 72,43,00,000/-divided into 36,21,50,000/- equity shares of '' 2/- each. Further, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31, 2024, is '' 48,82,27,330/- divided into 24,41,13,665/- equity shares of '' 2/- each.

Pursuant to the Initial Public Offering (''IPO'') of the Company, the Issued, Subscribed, and Paid-up Share Capital of the Company as of July 2, 2024, is '' 55,94,20,302/- divided into 27,97,10,151/- equity shares of '' 2/- each.

7. UNPAID DIVIDEND AND IEPF:

During the year under review, neither the Company was liable to, nor the Company has transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company for F.Y. 2023-2024.

8. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

There were no such instances during the reporting period, under review.

9. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:

During the year under review, the Company has 8 Subsidiary Companies. The Company has no Joint Venture Agreement for the year under review.

Your Company has formulated a Policy for determining ''Material'' Subsidiaries pursuant to the provisions of Regulation 16 of SEBI LODR Regulations, 2015.

The said Policy is available on the Company''s website https://www.abdindia.com/ of the Company.

A report on the performance and financial position of the subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 as an ''Annexure A'' which forms part of the Board''s Report.

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays, and public holidays up to the date of the Annual General Meeting (''AGM'') as required under Section 136 of the Companies Act, 2013.

10. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. An omnibus approval from the Audit Committee is obtained for the related party transactions which are unforeseen in nature, if any.

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arm''s length basis. During the year, the Company has not entered into any transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMP''s, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large. All related party transactions as required under IND AS are reported in the notes to the financial statement of the Company.

No transactions were carried out during the year which requires reporting in Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has also adopted a related party transaction policy. The policy was approved by the Board and the same was uploaded on the Company''s website (https://www.abdindia.com/).

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS OUTGO:

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure B and forms part of this Report.

13. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on March 31,2024, is available on Company''s website at https://www.abdindia.com/

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of Loans granted, Guarantees provided, Investments made, or security provided covered under section 186 of the Companies Act, 2013 have been disclosed in Note No. (9) of Notes to the Financial Statement.

15. DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments that could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Directors and Key managerial personnel as on March 31,2024, are as below:

Sr. No.	Name of the Directors / Key Managerial Personnel	Designation
1.	Mr. Kishore Rajaram Chhabria	Non-Executive - Non Independent Director, Chairperson (Promoter)
2.	Mrs. Bina Kishore Chhabria	Non-Executive - Non Independent Director
3.	Mr. Alok Gupta	Managing Director
4.	Mr. Shekhar Ramamurthy	Executive Deputy Chairman
5.	Mrs. Resham Chhabria Jeetendra Hemdev	Vice Chairperson
6.	Mr. Balaji Swaminathan	Independent Director
7.	Mr. Vivek Anilchand Sett	Independent Director
8.	Mr. Paul Henry Skipworth	Independent Director
9.	Ms. Rukhshana Jina Mistry	Independent Director
10.	Mr. Vinaykant Tanna	Independent Director
11.	Mr. Arun Barik	Executive Director
12.	Mr. Narayanan Sadanandan	Independent Director
13.	Mr. Mehli Maneck Golvala	Independent Director
14.	Mr. Maneck Navel Mulla	Non-Executive - Non Independent Director
15.	Mr. Ramakrishnan Ramaswamy	Chief Financial Officer
16.	Mr. Ankur Sachdeva	Chief Revenue Officer
17.	Mr. Bikram Basu	Chief Strategy and Marketing officer
18.	Mr. Ritesh Shah	Company Secretary and Chief Legal Officer

i. Appointment and change in designation of Directors during the year:

Mr. Mehli Maneck Golvala (DIN: 02234105) was appointed as an Additional Director by the Board of Directors with effect from October 21, 2023 for a period of five years and the said appointment of Mr. Mehli Maneck Golvala as an Independent Director was approved by the members on October 30, 2023.

Mr. Alok Gupta (DIN: 02330045) was appointed as an Additional Director for a period of 3 years by the Board of Directors with effect from September 1,2023 and the said appointment of Mr. Alok Gupta as a Managing Director was approved by the members on September 18, 2023.

Mr. Kishore Rajaram Chhabria (DIN: 00243244), was designated as a Chairman and Non-Executive Director by the Board of Directors with effect from July 1,2023. Prior to the change, Mr. Kishore Rajaram Chhabria was acting as Chairman and Executive Director.

ii. Details of resignation of Directors and KMP during the year:

There were no resignation of Directors or KMPs during the Financial Year ended March 31,2024.

iii. Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Bina K Chhabria (DIN: 00243376) and Mr. Maneck N Mulla (DIN: 02451544) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your directors recommend their approval.

iv. Declaration by Independent Directors:

The Company has duly complied with the definition of ''Independence'' according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Company''s code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors have affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

v. Evaluation by Independent Directors:

In a separate meeting of independent directors held on March 27, 2024, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

vi. Disqualification of Directors:

During the financial year under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board has taken the same on record.

vii. Remuneration / Commission drawn from holding / subsidiary Company:

None of the Directors of the Company have drawn any remuneration/commission from the Company''s holding Company/ subsidiary companies.

18. FINANCE:

During the year under review the Company availed various credit facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the principal amount of the term lenders.

19. CREDIT RATING:

The rating given by India Ratings for short-term borrowings and long-term borrowings of the Company is IND BBB Rating with developing implication for the financial year ended March 31,2024.

20. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

The Company has well established, comprehensive and adequate internal controls commensurate with the size of the operations, which are designed to assist in identification and management of business risks and ensure high standards of corporate governance. The internal financial controls have been documented, digitized and embedded in the business processes. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Assurance on the effectiveness of internal financial controls is obtained through monthly management reviews, self-assessment and continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of internal auditor to the Audit Committee of the Board.

To further strengthen the compliance processes the Company has an internal compliance tool for assisting statutory compliances. This process is automated and generate alerts for proper and timely compliance. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

As per the requirements of SEBI (LODR) Regulations, 2015, a Risk Management Committee has been constituted with responsibility of preparation of risk management plan. The details of the constitution, authority and terms of reference of the Risk Management Committee is captured in the corporate governance report. The Company''s risk management framework supports an efficient and risk-conscious business strategy, delivering minimum disruption to business and creating value for our stakeholders. The Company has in place a Risk Management Policy which is available on the website of the Company https:// www.abdindia.com.

21. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed off during the year 2023-2024.

• No. of Complaints Received: 0

• No. of Complaints Disposed off: 1 (received in FY 2022-23)

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

22. VIGIL MECHANISM

In compliance with Section 177(9) and (10) of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company has established a strong vigil mechanism and adopted a Whistle Blower Policy. This policy enables employees to report concerns related to fraud, malpractice, or any activity contrary to the Company''s interests or societal welfare. The policy ensures protection for employees who report unacceptable or unethical practices, fraud, or legal violations, shielding them from retaliation. This Policy is also applicable to the Directors of the Company. All cases reported as part of whistle-blower mechanism are taken to their logical conclusion within a reasonable timeframe. Details of the complaints received and the actions taken, if any, have been reviewed by the Audit Committee. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. The Vigil Mechanism Policy has been uploaded on the website of the Company at https:// www.abdindia.com.

23. PERSONNEL / HUMAN RESOURCES DEVELOPMENT

The employees being the most valuable asset for the Company and the Company''s thrust area is to attract, develop and retain talent. The Company continues to maintain an open culture, congenial work atmosphere and healthy industrial relations, and is committed to providing the employee with a pragmatic workplace. During the year under review the Company has launched the following new initiatives on the Human Resource front:

i) Employee referral program:

The Company recognizes that the success of our operations and the achievement of our business objective are dependent on our employees. Thus, it is imperative for us to improve the speed, quality and cultural fit of our hires, thereby increasing new employee retention. In this regard, the Company has introduced the employee referral program to attract talent through our own employees and reward them for their contribution.

ii) Total rewards Mindset:

To build a strong base for this mindset it is essential to understand the external market. A basket of 20 similar sector companies were handpicked based on revenue, size, focus of work and other parameters and benchmarked for compensation and other best practices. This activity helped the Company to have a robust compensation philosophy which hinges on the pillars of ''Pay for performance'' and being ''Open, fair and consistent''.

iii) Succession planning:

The Company is working on implementing a succession planning process in the coming year. Critical talent was identified via the potential assessment tool using the 5 box Talent Grid. The identified pool will be part of critical development and retention programs to be initiated in the current financial year.

iv) Skill gap matrix:

A skill gap framework was developed with a view to identify and plug skill gaps across the manufacturing facilities. This included the preparation of a skill dictionary, assessment of employees and individual training plans for them. This will also provide the Company with a basis for developing multiskilling plans, job rotation and career pathing.

24. STATUTORY AUDITORS AND AUDITORS REPORT:

At the Company''s 15^th Annual General Meeting (AGM) held on July 31, 2023, M/s. Walker Chandiok & Co LLP, Chartered Accountants, Mumbai (Firm Registration Number: 001076N / N500013), Mumbai, were appointed as the Company''s Statutory Auditors from the conclusion of the 15th AGM till the conclusion of the 20th AGM. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

The Statutory Auditors fulfills the eligibility and qualification norms as prescribed under the Act, the Chartered Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a pre-requisite for issuing Limited Review reports or Audit Reports.

a. Observations of Statutory auditors on accounts for the year ended March 31,2024

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. Reporting of frauds by statutory auditors under Section 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

25. SECRETARIAL AUDIT AND SECRETARIAL STANDARDS

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary.

The Board has appointed M/s. B K Pradhan & Associates, Practicing Company Secretary, to conduct secretarial audit for the financial year 2023-24.

The secretarial audit report for the financial year ended March 31,2024 is annexed herewith marked as Annexure C to this report. The secretarial audit report does not contain any qualification(s), reservation(s), adverse remark(s) or disclaimer(s).

26. COST AUDITORS

The Company is not required to maintain cost records in terms of the requirements of Section 148 of the Act and rules framed thereunder, hence such accounts and records are not required to be maintained by the Company.

27. INTERNAL AUDITOR

Your Company has appointed Mr. P Kulothungan as an Internal Auditor of the Company in the Board meeting held on May 25, 2023 pursuant to provisions of Section 138 of the Act.

28. CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a CSR policy which provides guidelines for conducting CSR activities of the Company. The CSR policy is available on the website of the Company https://www.abdindia.com. During the year under review, the Company was required to incur CSR expenditure amounting to '' 37.56 lakhs. As a part of its CSR activities, the Company has spent a sum of '' 51.83 lakhs as eligible CSR spent. After allowing the set off of the short spend of '' 3.58 lakhs, the available amount of '' 133.99 lakhs has been carried forward for utilizing in subsequent years.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (''Act''), is annexed to this report as "Annexure D" to this Report.

The Corporate Social Responsibility Committee of Directors was constituted pursuant to Section 135 of the Companies Act, 2013. The composition of the Corporate Social Responsibility Committee is in conformity with the provisions of the said section and Regulation. The Corporate Social Responsibility Committee comprises of:

Name of Members	Designation
Resham Chhabria Jeetendra Hemdev	Executive Vice Chairperson (Non-Independent Director)
Vivek Anilchand Sett	(Non-Executive, Independent Director)
Maneck Navel Mulla	(Non-Executive, Non-Independent Director)

The Corporate Social Responsibility Committee met once during the financial year ended on March 31,2024, at their meeting held on June 14, 2023.

The attendance of the members at the Corporate Social Responsibility Committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Resham Chhabria Jeetendra Hemdev	Executive Vice Chairperson (Non-Independent Director)	1	1
Vivek Anilchand Sett	(Non-Executive, Independent Director)	1	1
Maneck Navel Mulla	(Non-Executive, Non-Independent Director)	1	1

29. BUSINESS RESPONSIBILITY REPORT:

Regulation 34(2) of the SEBI (LODR) Regulations, 2015, as amended, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalization (calculated as on March 31st of every financial year), shall include a business responsibility report (BR Report). Since your Company does not satisfies the criteria, business responsibility report (BR Report) is not required to be presented.

30. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself a trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the financial year 2023-2024 is presented as Annexure E to this Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as Annexure F to this report.

32. OTHER DISCLOSURES

a. Board Meetings:

The details regarding Board and its committees meetings are provided in Annexure E to this report.

b. Committees of the Board:

The details of the various committees constituted by the Board are provided in Annexure E to this report.

c. Consolidated Financial Statements:

Your Company''s Board of Directors is responsible for the preparation of the consolidated financial statements of your Company and its subsidiaries (''the Group''), in terms of the requirements of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The respective Board of Directors of the companies including subsidiaries are responsible for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets and for preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of your Company, as aforestated. The consolidated financial statements including subsidiaries are provided separately and forms part of the Annual Report.

d. Details of significant and material orders passed by the regulator or court or tribunal:

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and company''s operation in future.

e. Disclosure under Section 43(A)(II) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. Disclosure under Section 54(1)(D) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. Disclosure under Section 62(1)(B) of the Companies Act, 2013:

Since, the Company does not have an Employee Stock Option Scheme, it is not required to provide information as stipulated under Section 62(1)(b) of the Act and Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

h. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

i. Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy Code, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.

j. Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one time settlement:

There was no instance of a one-time settlement with any Bank or Financial Institution.

k. Compliances of Secretarial Standards:

The Company is in compliance with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

l. Particulars of Employees:

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Companies Act, 2013 and the Rules made thereunder are given in ''Annexure G'' to this Report, detailed information is available on the website of the company at https://www.abdindia.com/

The requisite details relating to the remuneration of the specified employees under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this report. Further, this report and accounts are being sent to members excluding the aforesaid annexure. In terms of section 136 of the Companies Act, 2013, the said annexure will be open for inspection by any member. Interested members may write to the complianceofficer@ abdindia.com.

m. Statement of Deviation(S) or Variation(S):

During the year under review, there was no instance to report containing statement of deviation(s) or variation(s) as per Regulation 32 of SEBI (LODR) Regulations, 2015.

n. SEBI Complaints Redressal System (SCORES):

The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during the financial year 2023-2024.

o. Criteria for making payments to Non-Executive Directors:

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to nonexecutive directors

The policy is available on the website and can be accessed through the link https://www.abdindia.com/

p. Disclosure pursuant to Section 197(14) of the Companies Act, 2013, and rules made thereunder:

The Managing Director and Whole Time Directors of the Company are not in receipt of any remuneration and / or commission from any subsidiary company, as the case may be.

q. Code of Conduct:

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

r. Insider Trading:

The Board has laid down the policy to regulate and monitor Insider Trading in the equity shares of the Company. In order to prevent Insider Trading, the transactions are regularly analysed and monitored.

s. Means of Communication:

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Company''s Website and stipulated communications to the Stock Exchange where the Company''s shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company''s Policies etc.

t. Website:

The Company has a website addressed as https://www.abdindia.com/. Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the SEBI (LODR) Regulations, 2015, 2015. The Company ensures that the contents of this website are periodically updated.

u. Indian Accounting Standards:

The Ministry of Corporate Affairs vide its notification dated February 16, 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

v. Listing on Stock Exchanges:

The equity shares of the Company were listed on July 02, 2024 on the National Stock Exchange of India Ltd (NSE) Main Board and Bombay Stock Exchange (BSE Limited) Main Board pursuant to the Initial Public Offering (''IPO'') of the Company.

w. Depository System:

Your Company''s equity shares are in Demat form only and we have established connectivity with National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") through Link Intime India Pvt Ltd., Registrar and Transfer Agents ("RTA"). The Company has appointed National Securities Depository Limited (NSDL) as designated depository to the Company.

33. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during FY2024. To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Act:

(i) In the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Board has selected such accounting policies and applied them consistently and made judgements 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 March 31,2024 and the profit of the Company for the 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

34. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors'' wish to place on record their sincere appreciation for the continued cooperation and support of the customers, suppliers, bankers and Government authorities. Your Directors'' also wish to place on record their deep appreciation for the dedicated services rendered by the Company''s executives, staff and workers.

By order of the Board

For Allied Blenders and Distillers Limited

Alok Gupta Arun Barik

Managing Director Executive Director

DIN:02330045 DIN:07130542

Date: August 13, 2024

Place: Mumbai