Your directors feel immense pleasure in presenting the 51^st Annual Report of Dabur India Limited ("Dabur",
"Company" or "Your Company"), for the financial year ended March 31,2026 ("FY 2025-26").

FINANCIAL RESULTS

The standalone and consolidated financial performance of the Company is summarised in the table below:

(Rs. in crores)

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

DIVIDEND

The Company has paid an interim dividend of Rs. 2.75 per share of Re.1/- each fully paid up (being 275%)
on November 21,2025. We are pleased to recommend a final dividend of Rs. 5.50 per equity share of Re.1/-

each fully paid up (being 550%) for FY 2025-26.
The dividend recommended, if approved by the
members, will be paid to the members within the
period stipulated under the Companies Act, 2013
("the Act"). The aggregate dividend for the year will
amount to Rs. 8.25/- per equity share of Re.1/- each
fully paid up (being 825%) as against Rs. 8 per share
of Re.1/- each fully paid up (being 800%) declared
last year. For the financial year ended on March
31, 2026, the dividend payout ratio for standalone
financials is 98.1% and consolidated financials is
77.2%. The dividend recommended is in accordance
with the Company's Dividend Distribution Policy in
accordance with Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and the Act. The policy is
available on the Company's website at weblink
https://www.dabur.com/sites/default/files/2021-
05/166-Dividend-Distribution-Policy 0.pdf

Unpaid/ unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the
Act, final dividend for FY 2017-18 amounting to Rs.
1,74,91,082/- and interim dividend for FY 2018-19
amounting to Rs. 34,33,097.84/- which remained
unpaid/ unclaimed for a period of 7 years, from the
date it was lying in the unpaid dividend account, has
been transferred by the Company to the Investors
Education and Protection Fund ("IEPF") of the
Central Government. The due dates for transfer
of unpaid dividend to IEPF for subsequent years is
provided in the Corporate Governance Report. The
list of unpaid dividends declared up to FY 2024¬
25 (updated up to the date of 50^th Annual General
Meeting ("AGM") held on August 07, 2025) and for
interim dividend declared during FY 2025-26 is
available on Company's website www.dabur.com.
Shareholders are requested to check the said lists
and if any dividend due to them remains unpaid in
the said lists, can approach the Company for release
of their unpaid dividend.

FINANCIAL STATEMENTS

As per the provisions of the Act and in accordance
with the Circulars issued by the Ministry of Corporate
Affairs ("MCA") and Securities and Exchange Board
of India ("SEBI"), from time to time, the Annual Report
2025-26 containing Balance Sheet, Statement of

Profit & Loss, other statements and notes thereto,
including consolidated financial statements,
prepared as per the requirements of Schedule III
to the Act, Directors' Report (including Integrated
Report, Management Discussion & Analysis and
Corporate Governance Report) is being sent to all
shareholders through permitted mode.

The Annual Report 2025-26 is also available on the
Company's website at www.dabur.com.

Consolidated Financial Statements

In compliance with the applicable provisions of the
Act including the Indian Accounting Standard Ind
AS 110 on Consolidated Financial Statements, this
Annual Report also includes Consolidated Financial
Statements for FY 2025-26. During FY 2025-26,
Consolidated Total Income was Rs. 13,792.34
crores as against Rs. 13,113.19 crores in the
previous year. Further, Net Profit after Tax (after
minority interest) for the financial year stood at Rs.
1,895.03 crores as against Rs. 1,767.63 crores in
the previous financial year.

operations and business
performance/state of

company's affairs

Dabur is the largest Ayurvedic company in India
and worldwide and has a repertoire of products
based on the principles of Ayurveda for health
and wellness, everyday personal care and value-
added foods. During FY 2024-25 & 2025-26, Dabur
increased consumer engagement with its brands,
rolling out a series of activations and initiatives to
build greater brand equity and awareness. Dabur
has been investing in expanding its retail footprint
by entering newer villages and also growing its
penetration in Indian households through a wider
range of products based on natural ingredients.

FY 2025-26 saw Dabur break ground for its new
greenfield site in Tindivanam, Tamil Nadu. The formal
ground breaking ceremony was conducted by the
Hon'ble CM of Tamil Nadu in February 2026 post
which construction started in full swing. The factory
is expected to begin operations by end of FY 2026¬
27 with Red Toothpaste & Gulabari, with more lines
and product categories to be added in the future.

Internationally, over the years, Dabur has evolved
into a global powerhouse, establishing its presence
in more than 120 countries worldwide with
manufacturing presence across nine countries
spanning multiple continents.

Dabur ended FY 2025-26 with a Consolidated
Revenue from Operations of Rs. 13,192.57 crore
and Consolidated Operating Profit of Rs. 2,451.84
crore. Profit after Tax after minority stood at
Rs 1,895.03 Crore. The International Business
reported a constant currency growth of 6.2% in FY
2025-26.

For detailed information, kindly refer to the
Integrated Report, Management Discussion &
Analysis and Corporate Governance Report which
forms part of this report.

CORPORATE GOVERNANCE

Good governance practices are the established
norm at Dabur. The Company is committed to
focusing on long term value creation and protecting
stakeholders' interests by applying proper
care, skill and diligence to business decisions.
Besides complying with the legal framework
of corporate governance practices, Dabur has
voluntarily adopted and evolved various practices
of governance conforming to highest ethical
and responsible standards of business, globally
benchmarked. The Company has also formulated
a Policy on Group Governance to monitor the
governance of its unlisted subsidiaries across the
globe.

The report on Corporate Governance as stipulated
under the Listing Regulations forms part of the
Annual Report. A certificate from Auditors of the
Company regarding compliance of the conditions
of Corporate Governance, as stipulated under
Schedule V of the Listing Regulations is annexed as
"Annexure 1" and forms part of this report.

BUSiNESS RESPONSiBiLiTY AND
SUSTAiNABiLiTY REPORT

At Dabur, fulfilment of environmental, social and
governance responsibility is an integral part of the
way the Company conducts its business.

In terms of the Regulation 34 of the Listing
Regulations, the Business Responsibility and
Sustainability Report is available on the website of
the Companywww.dabur.comat weblink https://
www.dabur.com/investor/financial-information/
reports/1271/Business-Responsibility-Reports.
Any Member interested in obtaining a physical
copy of the same may write to the Company
Secretary at the Registered Office of the
Company.

CREDiT RATiNG

During the year, the Company has sustained
its long-term bank facility credit rating of AAA
(Stable) which has been reaffirmed by CRISIL.
Further, CRISIL has reaffirmed the rating of NCD
programme of the Company as AAA (Stable).
The Company's short term bank facility credit
rated as A1 by CRISIL, has been reaffirmed.
The rating of A1 for Commercial Paper has also
been reaffirmed by CRISIL. These ratings indicate
a very strong degree of safety with regard to
timely payment of interest and principal. Such
instruments carry lowest credit risk.

Further, ICRA has reaffirmed the rating on long term
NCD programme of the Company as AAA (Stable).
Further, ICRA has reaffirmed the AAA (Stable) rating
on the long-term Bank limits and A1 for short
term limits. These rating indicates highest degree
of safety regarding timely servicing of financial
obligations. The rated instrument carries lowest
credit risk and the outlook on the long-term rating
is stable.

DiRECTORS

Pursuant to Sections 149, 152 and other applicable
provisions of the Act, one-third of such Directors as
are liable to retire by rotation, shall retire every year
and, if eligible, offer themselves for re-appointment
at every AGM. Accordingly, Mr. Saket Burman (DIN:
05208674), Non- Executive Director (Vice-Chairman)
will retire by rotation at the ensuing AGM, and
being eligible, offers himself for re-appointment in
accordance with provisions of the Act.

As per Sections 149, 150 and 152, read with
Schedule IV of the Act, the Company had appointed
Mr. Rajiv Mehrishi (DIN: 00208189) as a Non-

Executive Independent Director of the Company for
a term of 5 (five) consecutive years w.e.f. September
01, 2021 to August 31, 2026. He is eligible for re¬
appointment as Independent Director. Considering
the performance of Mr. Mehrishi, the Board of
Directors of the Company ("the Board"), on the
recommendation of Nomination and Remuneration
Committee, in their meeting held on May 07, 2026
have re-appointed him for a second term of 5 (five)
consecutive years, with effect from September 01,
2026 to August 31, 2031, subject to approval of
shareholders to be obtained in the ensuing AGM.

The Company has received necessary disclosures
and notice under section 160 of the Act with respect
to re-appointment of Directors mentioned above.

As per Sections 149, 150 and 152, read with
Schedule IV of the Act, during the year, the Company
had also appointed Mr. Mukesh Hari Butani (DIN:
01452839) as Non-Executive Independent Director
of the Company w.e.f. January 01,2026, for a second
term of 5 (five) consecutive years till December 31,
2030. His appointment was subsequently approved
by shareholders of the Company at the AGM held
on August 07, 2025. However, owing to Mr. Butani's
other professional priorities and engagements,
he has expressed his intention to rationalize
and reduce his overall Board commitments.
Accordingly, he has formally requested that
his current second term of re-appointment as
an Independent Director be curtailed from the
originally approved term of five years to a period
of one year, i.e., from January 1,2026 till December
31, 2026. The Board, on the recommendation of
Nomination and Remuneration Committee, in
their meeting held on May 07, 2026 has accepted
and approved his request and recommended the
same to the shareholders for their approval at the
ensuing AGM.

The Company has received necessary declaration(s)
from all the Independent Directors under Section
149(7) of the Act and Regulation 25(8) of the Listing
Regulations confirming that they meet the criteria
of independence as laid down in Section 149(6)
of the Act and Regulation 16(1 )(b) of the Listing
Regulations. The Company has also received from
them, declaration of compliance of Rule 6(1) & (2) of
the Companies (Appointment and Qualifications of
Directors) Rules, 2014, regarding online registration

with the Indian Institute of Corporate Affairs,
Manesar, for inclusion/ renewal of name in the
data bank of Independent Directors. With regard
to integrity, expertise and experience (including
the proficiency) of the Independent Directors,
the Board of Directors have taken on record the
declarations and confirmations submitted by the
Independent Directors and is of the opinion that
they are persons of integrity and possess relevant
expertise and experience and their continued
association as Director will be of immense benefit
and in the best interest of the Company. With
regard to proficiency of the Independent Directors,
ascertained from the online proficiency self¬
assessment test conducted by the Institute, as
notified under Section 150(1) of the Act, the Board
of Directors have taken on record the information
submitted by Independent Directors that they have
complied with the applicable laws.

A brief resume of the directors being re¬
appointed, the nature of expertise in specific
functional areas, names of companies in which
they hold directorships, committee memberships/
chairmanships, their shareholding in the Company,
etc., have been furnished in the explanatory
statement to the notice of the ensuing AGM.

On the recommendation of the Nomination and
Remuneration Committee, the Board of Directors
of your Company recommend their reappointment
at the ensuing AGM.

None of the Directors of the Company are related
inter-se in terms of Section 2(77) of the Act including
rules made thereunder.

Key Managerial Personnel

As at March 31, 2026, following are the Key
Managerial Personnel (KMP) of the Company as per
Sections 2(51) and 203 of the Act:

• Mr. Pritam Das Narang, Whole-time Director

• Mr. Mohit Malhotra, Whole-time Director &
Global Chief Executive Officer

• Mr. Ashok Kumar Jain, Executive Vice President
(Finance) & Group Company Secretary & Chief
Compliance Officer

• Mr. Ankush Jain, Chief Financial Officer

• Mr Saket Gupta, Company Secretary

During the year under review, Mr. Mohit Malhotra
was redesignated as the Whole-time Director &
Global Chief Executive Officer of the Company
w.e.f. February 17, 2026.

Policy on Directors' appointment and
Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of
the Act, the Policy on appointment of Board members
including criteria for determining qualifications,
positive attributes, independence of a director and
the Policy on remuneration of directors, KMP and
other employees are annexed as "Annexure 2 & 3"
respectively to this report. The same are also available
on the website of the Company at www.dabur.com
at weblinkhttps://www.dabur.com/sites/default/
files/2021-05/111972-policy-on-appointment-of-
board-members.pdf

Particulars of remuneration of
Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
is annexed as "Annexure 4A" to this report. Further,
in terms of the provisions of Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the aforesaid
Rules, a statement showing the names and other
particulars of employees drawing remuneration
in excess of the limits set out in the said rules is
annexed as "Annexure 4B" to this report.

Performance Evaluation of the Board,
its Committees and Individual Directors
including Independent Directors

Pursuant to applicable provisions of the Act and
the Listing Regulations, the Board, in consultation
with Nomination and Remuneration Committee,
has formulated a framework containing, inter-
alia, the criteria for performance evaluation of
the entire Board of the Company, its committees
and individual directors, including Independent

Directors. The framework is monitored, reviewed
and updated by the Board, in consultation with the
Nomination and Remuneration Committee, based
on need and new compliance requirements.

The annual performance evaluation of the Board,
its Committees and each Director has been
carried out for FY 2025-26 in accordance with the
framework. Details of the evaluation process of
the Board, its committees and individual directors,
including independent directors, have been
provided under the Corporate Governance Report
which forms part of this Report.

Directors' Responsibility Statement

Pursuant to the provisions under Section 134(3)
(c) and 134(5) of the Act, with respect to Directors'
Responsibility Statement, the Directors confirm:

a) That in the preparation of the annual accounts,
the applicable accounting standards had been
followed and no material departures have been
made from the same;

b) That they had 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 at the end
of the financial year and of the profit and loss of
the Company for that period;

c) That they had 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;

d) That they had prepared the annual accounts on
a going concern basis;

e) That they 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

f) That they had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

AUDITORS

Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the
Act and Rules made thereunder, M/s G. Basu &
Co., Chartered Accountants (Firm Registration No.
301174E) were appointed as Statutory Auditors of
the Company for a term of five consecutive years, to
hold office from the conclusion of the 47^th AGM held
on August 12, 2022 until the conclusion of 52^nd AGM
of the Company to be held in the calendar year 2027.

M/s G. Basu & Co., Chartered Accountants,
have submitted their Report on the Financial
Statements of the Company for FY 2025-26,
which forms part of this Annual Report. There
are no observations (including any qualification,
reservation, adverse remark or disclaimer) of
the Auditors in the Audit Reports issued by them
which call for any explanation/comment from the
Board of Directors.

The Auditors have also confirmed that they have
subjected themselves to the peer review process
of Institute of Chartered Accountants of India (ICAI)
and hold a valid certificate issued by the Peer
Review Board of the ICAI.

Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the
Act read with Companies (Cost Records and Audit)
Rules 2014, M/s Ramanath Iyer & Company, Cost
Accountants, (Firm Registration No. 000019) have
been re-appointed as Cost Auditors for FY 2026-27
to conduct cost audit of the accounts maintained
by the Company in respect of the various products
prescribed under the applicable Cost Audit
Rules. The remuneration of Cost Auditors has
been approved by the Board of Directors on the
recommendation of Audit Committee. The requisite
resolution for ratification of remuneration of Cost
Auditors by members of the Company has been set
out in the Notice of ensuing AGM. The Cost Auditors
have certified that their appointment is within the
limits of Section 141(3)(g) of the Act and that they
are not disqualified from appointment within the
meaning of the said Act.

The Cost Audit Report for FY 2024-25, issued by M/s
Ramanath Iyer & Company, Cost Auditors, in respect

of the various products prescribed under Cost Audit
Rules was filed with the Ministry of Corporate Affairs
on August 20, 2025.

There were no observations (including any
qualification, reservation, adverse remark, or
disclaimer) of the Cost Auditors in the Report
issued by them for FY 2024-25 which call for any
explanation/comment from the Board of Directors.

Secretarial Auditors and their Report

M/s Chandrasekaran Associates, Company
Secretaries, were appointed as Secretarial Auditors
of the Company for a term of 5 (five) consecutive
years with effect from April 01,2025 until March 31,
2030 with requisite approval of the shareholders
obtained at the 50^th Annual General Meeting of the
Company held on August 07, 2025. The Secretarial
Audit Report submitted by them for FY 2025-26
in the prescribed Form MR- 3 pursuant to the
provisions of Section 204 of the Act and Regulation
24A (1) of the Listing Regulations is annexed as
"Annexure 5" to this report.

The Secretarial Auditors in their Report issued for
FY 2025-26 have reported that during the period
under review the Company has generally complied
with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. except the following:

(i) the Company had submitted applications on
December 30, 2025 to NSDL and CDSL for the
credit of shares, on which dividend remained
unclaimed or unpaid for a consecutive period
of 7 years, into the demat account of the IEPF
Authority (last date of transfer being January
04, 2026), however, the shares were ultimately
credited to the IEPF Authority's demat account
on January 28, 2026;

Explanation- The additional time to credit
the shares was taken by NSDL on account of
internal fee reconciliation issues.

(ii) pursuant to the applicable provisions of the
Listing Regulations read with NSE and BSE
circular dated December 08, 2023 ("Circular"),
submission for the closure of trading window
would also be required to submitted in XBRL
mode within 24 hours of submission in PDF form

for the closure of trading window. Whereas the
submission w.r.t the closure of trading window
for the approval of financial results for the
quarter ended December 31, 2025, was made
in PDF form and XBRL mode on December 17,
2025, and on December 22, 2025, respectively.

Explanation- As per the aforesaid circular, the
PDF filings shall be considered by the Exchange
as compliance under Regulation 30 of the
Listing Regulations, which was submitted by the
Company within prescribed timeline.

INTERNAL FINANCIAL CONTROL
SYSTEM

According to Section 134(5)(e) of the Act, the term
Internal Financial Control (IFC) means the policies
and procedures adopted by the company for
ensuring the orderly and efficient conduct of its
business, including adherence to company's policies,
the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and
completeness of the accounting records, and the
timely preparation of reliable financial information.

The Company has a well-placed, proper and
adequate IFC system which ensures that all
assets are safeguarded and protected and that
the transactions are authorised, recorded and
reported correctly. The Company's IFC system
also comprises due compliances with Company's
policies and Standard Operating Procedures
(SOPs) and audit and compliance by internal audit
checks from PricewaterhouseCoopers Services
LLP, the Internal Auditors. The Internal Auditors
independently evaluate the adequacy of internal
controls for 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, the
Company has deployed a very comprehensive legal
compliance system called "e-nforce", which drills
down from the CEO to the executive level person
who is responsible for compliance. This process is
fully automated and generate alerts for proper and
timely compliance.

Adequacy of Internal Financial Controls with
reference to the financial statements

The Act and the Listing Regulations re-emphasizes
the need for an effective Internal Financial
Control system in the Company which should be
adequate and shall operate effectively. Rule 8(5)
(viii) of Companies (Accounts) Rules, 2014 requires
the information regarding adequacy of Internal
Financial Controls with reference to the financial
statements to be disclosed in the Directors' Report.

To ensure effective Internal Financial Controls, the
Company has laid down the following measures:

• All operations are executed through Standard
Operating Procedures (SOPs) in all functional
activities for which key manuals have been
put in place. The manuals are updated and
validated as and when required.

• All legal and statutory compliances are ensured
on a monthly basis for all locations in India
through a fully automated tool called "e-nforce".
Non-compliance, if any, is seriously taken by the
management and corrective actions are taken
immediately. Any regulatory amendment is
updated periodically in the system.

• Approval of all transactions is ensured through
a pre-approved Delegation of Authority (DOA)
Schedule which is in-built into the SAP system.
DOA is reviewed periodically by the management
and compliance of DOA is regularly checked
and monitored by the auditors.

• The Company follows a robust 2-tier internal
audit process:

Ý Tier-1: Management/ Strategic/ Proprietary
audits are conducted on regular basis
throughout the year as per agreed audit
plan.

Ý Tier-2: Transaction audits are conducted
regularly to ensure accuracy of financial
reporting, safeguard and protection of all
the assets. Stock audit is conducted on
quarterly basis at all locations in India. Fixed
Asset Verification is done on an annual basis
including Ind AS-36 testing at all locations.

Ý The audit reports for the above audits are
compiled and submitted to management
committee and Audit Committee for review
and necessary action.

• The Company's Books of Accounts are
maintained in SAP and transactions are
executed through SAP (ERP) setups to ensure
correctness/ effectiveness of all transactions,
integrity and reliability of reporting.

• The Company has a comprehensive risk
management framework which is evaluated by
the Audit Committee annually.

• The Company has a robust mechanism of
building budgets at an integrated cross¬
functional level. The budgets are reviewed on a
monthly basis so as to analyze the performance
and to take corrective action, wherever
required.

• The Company has in place a well-defined
Whistle Blower Policy/ Vigil Mechanism- "Direct
Touch".

• The Company has a system of Internal
Business Reviews. All departmental heads
discuss their business issues and future plans
in monthly review meetings. They review their
achievements vs. budgets in quarterly review
meetings. Specialized issues like investments,
property, forex are discussed in their respective
internal committee meetings.

• Compliance of secretarial functions is ensured
by way of secretarial audit.

• Compliance relating to cost records of the
Company is ensured by way of cost audit.

• Compliance related to tax related obligations of
the Company is ensured by way of tax audit.

Development and implementation of Risk
Management

Dabur has in place comprehensive risk assessment
and mitigation framework, which is reviewed by
the Board periodically. The Risk Management
Committee of the Board is responsible for
preparation of Risk Management Plan, reviewing
and monitoring the same on regular basis,
identifying and reviewing critical risks on regular
basis, updating the Risk Register on quarterly
basis, reporting of key changes in critical risks
to the Board on an ongoing basis and a detailed
report on yearly basis and such other functions

as may be prescribed by the Board. Evaluation of
risk management systems is done by the Audit
Committee on yearly basis.

The Committee holds quarterly meetings to review
the critical risks identified. The risks faced by the
Company, their impact and their minimization
procedures are assessed categorically under the
broad heads of High, Medium and Low risks.

Further, the risks control systems are instituted to
ensure that the risks in each business process are
mitigated. The two joint Chief Risk Officers (CROs) i.e.
Mr. Ankush Jain, Chief Financial Officer & Mr. Ashok
Kumar Jain, EVP (Finance), Group Company Secretary
and Chief Compliance Officer, are responsible for the
overall risk governance in the Company and reports
directly to the Management Committee (MANCOM),
which consists of various functional heads. The
Board provides oversight and reviews the Risk
Management Policy. The Board is responsible for
framing, implementing and monitoring the risk
management plan of the Company. During the
year, PricewaterhouseCoopers, Internal auditors,
had tested the Risk & Control Matrices for various
processes as a part of Internal financial control
framework.

In line with the listing regulations, cyber security risk
is included in the risk management plan and a Risk
Management Policy with respect to Commodities,
including through hedging is also in place.

In the opinion of the Board, there has been no
identification of elements of risk that may threaten
the existence of the Company.

NATURE OF BUSiNESS

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

Dabur has a diverse portfolio consisting of several
brands and sub-brands across the three verticals
of Home & Personal care, Healthcare and Food &
Beverages. The Company has a presence across
various channels such as general groceries, chemists,
organized retail, ecommerce and quick commerce.

Updates regarding key initiatives undertaken by
the company are as under:

1. Expanding Distribution Coverage and
Improving Efficiency:

a) In terms of distribution, the Company
increased its direct reach to 1.52 million
retail outlets. The Company's total retail
reach increased to 8.5 million outlets with
addition of around 50,000 outlets during
the year.

b) Village coverage expansion continued in
FY 2025-26 with village coverage touching
1.33 lakh villages.

c) Chemist coverage during FY 2025-26
increased by around 12,600 outlets to
reach 2.91 lakhs chemists.

d) E-commerce with 35% growth and Modern
Trade with 11% growth continued to
be drivers of Company's growth. Quick
Commerce which is a part of E-commerce
grew by 55.6%.

2. Launch of Dabur Ventures - The Company
announced the launch of 'Dabur Ventures' -
INR 500 Crore investment platform with the
aim to invest in high-potential, new-age digital-
first brands that demonstrate strong category
creation potential and is closely aligned
with Dabur's long-term strategic priorities.
The initiative is consistent with Company's
premiumization agenda. As a part of this
initiative, the Company has in March 2026,
announced an investment of INR 60 Crores
in new-age luxury skincare D2C company RAS
Beauty Private Limited, over a period of time.

3. Portfolio rationalisation for strategic
focus - to unlock growth capital and sharpen
strategic focus, company decided to exit
under-performing categories like Vedic Tea,
Adult & Baby Diapers and Dabur Vita. Company
will continue to undertake comprehensive
portfolio evaluation at periodic intervals to
streamline SKUs to reduce complexity in the
supply chain.

4. Fortifying Domestic Manufacturing
footprint - FY 2025-26 marked an important
milestone with the commencement of
construction of our new manufacturing facility in
Tindivanam, Tamil Nadu. Strategically located to

serve the fast-growing southern Indian markets,
the Tindivanam plant is envisioned as a modern,
multi-category facility designed to combine
scale with sustainability, efficiency with flexibility.

5. Driving cost efficiency

a) The Company achieved reduction in input
costs driven its cost saving program viz
Project Samriddhi.

b) During the year, 2858 Nos of Kaizens were
conducted to achieve significant savings in
manufacturing operations.

Further, updates regarding operational
performance and projects undertaken by
the subsidiary companies can be referred in
the report on performance of subsidiaries
attached to this report.

SUBSiDiARiES

Pursuant to Section 129(3) of the Act and Ind

- AS 110 issued by the Institute of Chartered
Accountants of India, Consolidated Financial
Statements presented by the Company include the
financial statements of its subsidiaries and joint
venture company.

During the year, no company has become or ceased
to be a joint venture or associate of the Company.
However, during FY 2025-26, Dabur International
FZE, the step-down wholly owned subsidiary
company of Dabur India Limited has on April 17, 2025
incorporated a new entity in United Kingdom, namely

- 'Dabur UK Trading Limited', which is a wholly owned
subsidiary of Dabur International FZE. Consequently,
'Dabur UK Trading Limited' has become a step-down
wholly owned subsidiary company of Dabur India
Limited with effect from April 17, 2025. No subsidiary
has ceased to be a subsidiary company during the
financial year under review.

Dabur Tunisie, a step down wholly owned subsidiary
company is under process of liquidation and is
expected to be completed by June 30, 2028.

A separate statement containing the salient
features of the financial statements of Subsidiaries/
Associate/Joint Venture of the Company in the
prescribed Form AOC-1 has been disclosed in the
Consolidated Financial Statements.

Further, the Financial Statements, as required, of
the subsidiary companies are available on website
of the Company at www.dabur.com.

Report on the highlights of performance of
Subsidiaries, Associates and Joint Venture
Companies and their contribution to the
overall performance of the Company

Pursuant to Section 134 of the Act and Rule 8(1) of
the Companies (Accounts) Rules, 2014, the report
on highlights of performance of subsidiaries,
associates and joint venture companies and their
contribution to the overall performance of the
Company is annexed as "Annexure 6" to this Report.

Information with respect to financial position of
the above entities can be referred in Form AOC-
1 which has been disclosed in the Consolidated
Financial Statements.

CORPORATE SOCIALRESPONSIBILITY

Details of policy developed and
implemented on Corporate Social
Responsibilities (CSR) initiatives

The Company has in place a CSR policy in line with
Schedule VII of the Act. As per the policy the CSR
activities are focused not just around the plants
and offices of the Company, but also in other
geographical area based on the needs of the
communities. The five focus areas where special
Community Development programmes were run
during the financial year are:

1. Eradicating hunger, poverty and malnutrition.

2. Promoting Health care including preventive
health care.

3. Promotion of Ayurveda.

4. Ensuring environmental sustainability and
ecological balance.

5. Promotion of Education.

During the year CSR programmes were also
conducted in areas of:

• Vocational Training and Women empowerment,
and

• Promotion of Sports

The CSR policy of the Company is available on the
Company's website at weblink -https://www.dabur.
com/dabur-policies-and-related-documents/
corporate-social-responsibility-policy.

The Annual Report on CSR activities is furnished in
"Annexure 7" which is annexed to this Report.

CHANGE IN CAPITAL STRUCTURE
AND LISTING OF SHARES

The paid-up share capital of the Company as on
March 31, 2026 is Rs.1,77,36,90,172/- divided into
1,77,36,90,172 equity shares of Re.1/- each. The
Company's equity shares are listed on the National
Stock Exchange of India Limited (NSE) and BSE
Limited (BSE). During the year, 13,71,920 equity
shares of Re.1/- each were allotted under ESOP
scheme of the Company and admitted for trading
on NSE and BSE.

The shares are actively traded on NSE and BSE and
have not been suspended from trading.

Employees Stock Option Plan

During FY 2025-26, 33,17,935 options were
granted to eligible employees of the Company and
its subsidiaries in terms of Employees Stock Option
Plan (Dabur ESOP 2000) and 20,96,938 options
were forfeited/cancelled.

Further, during the year under review, there have
been no changes in the Dabur ESOP 2000 of the
Company. Further, it is confirmed that the ESOP
Scheme of the Company is in compliance with SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

The applicable disclosures as stipulated under
Regulation 14 of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 with regard to
Employees Stock Option Plan of the Company are
available on the website of the Company at www.
dabur.comat web link https://www.dabur.com/
investor/investor-information/esops

A certificate from Secretarial Auditors of the
Company certifying that the Employee Stock

Option Scheme of the Company is implemented in
accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
and in accordance with the resolutions passed in
the General Body Meetings will be available for
inspection during the AGM to any person having
right to attend the AGM.

Material changes and commitments affecting
the financial position of the Company

There have been no material changes and
commitments affecting the financial position of the
Company which have occurred between the end
of the financial year of the Company to which the
financial statements (forming part of this Report)
relate and the date of this Report.

DiSCLOSURES

Number of Meetings of the Board

During FY 2025-26, 7 (Seven) Board Meetings were
held. For details thereof kindly refer to the section
"Board of Directors - Number of Board Meetings",
in the Corporate Governance Report.

Audit Committee

The details pertaining to the composition of the
Audit Committee as at March 31, 2026 including
its terms of reference and attendance of Directors
at the Committee Meetings has been provided
in the section 'Composition of the Board and its
Committees - Audit Committee', in the Corporate
Governance Report, which forms part of this
Report. All recommendations of Audit Committee
were accepted by the Board of Directors.

Details pertaining to other Board Committees have
been given in Corporate Governance Report.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Act
read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 the details of Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings
and Outgo are annexed as "Annexure 8" to this
Report.

Environmental, Health and Safety (EHS) Review

Details with respect to Environmental, Health and
Safety (EHS) review are annexed as "Annexure 9"
to this Report.

Annual Return

The Annual Return as on March 31, 2026 in the
prescribed Form No. MGT-7, pursuant to Section 92
of the Act is available on the website of the Company
at www.dabur.comat weblink https://www.dabur.
com/investor/investor-information/annual-return.

Particulars of Loans, Guarantees or
Investments under Section 186 of the Act

Particulars of loans, guarantees and investments
under Section 186 of the Act as at the end of FY
2025-26 are provided in the standalone financial
statements (refer Note No. 47).

Contracts or arrangements with related
parties under Section 188(1) of the Act

With reference to Section 134(3)(h) of the Act, all
contracts and arrangements with related parties
under Section 188(1) of the Act, entered by the
Company during the financial year, were approved
by the Audit Committee and wherever required,
also by the Board of Directors. No contract or
arrangement required approval of shareholders by
a resolution. Further, during the year, the Company
had not entered into any contract or arrangement
with related parties which could be considered
'material' (i.e. transactions entered into individually
or taken together with previous transactions
during the financial year, exceeds the thresholds
specified in Schedule XII of SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015)
according to the Related Party Transactions policy
of the Company.

Further, there were no transactions undertaken
during the year which were not at an arm's length
basis, hence the disclosure under Form AOC-2 is
not applicable to the Company.

Shareholders may refer to Related Party
transactions in Note No. 54 of the Standalone
Financial Statements for further details.

Details in respect of frauds reported by
Auditors other than those which are
reportable to the Central Government

The Statutory Auditors, Internal Auditors, Cost
Auditors or Secretarial Auditors of the Company have
not reported any frauds to the Audit Committee or to
the Board of Directors under Section 143(12) of the
Act, including rules made there under. However, the
Statutory Auditors have indicated a fraud detected
by management of the Company in their report,
which was duly informed to the said Auditor, under
Company's whistle blower mechanism, as part of its
effective internal control systems.

Public Deposits

During the year under review, the Company has
neither accepted nor renewed any deposits in
terms of Section 73 of the Act and Rules framed
thereunder. There were no deposits which
remained unclaimed or unpaid as at the end of the
financial year.

Vigil Mechanism (Direct Touch)

The Company has established a vigil mechanism
through which directors, employees and business
associates may report unethical behavior,
malpractices, wrongful conduct, fraud, violation
of Company's code of conduct, leak or suspected
leak of unpublished price sensitive information
without fear of reprisal. The Company has set up
a Direct Touch initiative, under which all directors,
employees, business associates have direct access
to the Chairman of the Audit Committee, and also to
a three-member direct touch team established for
this purpose. The direct touch team comprises one
senior woman member so that women employees of
the Company feel free and secure while lodging their
complaints under the policy. Further, information
on the subject can be referred to in section 'Policies,
Affirmations and Disclosures' - Whistle-Blower Policy /
Vigil Mechanism of the Corporate Governance Report.

Cost Records

Pursuant to provisions of Section 134 of the Act read
with Rule 8(5)(ix) of the Companies (Accounts) Rules,
2014, it is confirmed that maintenance of cost records
as specified by the Central Government under sub¬
section (1) of Section 148 of the Act, is required by

the Company and accordingly such accounts and
records have been made and maintained.

Disclosure under Sexual Harassment of
Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013

At Dabur, all employees are of equal value. There is
no discrimination between individuals at any point
based on race, colour, gender, religion, political
opinion, national extraction, social origin, sexual
orientation or age.

In the Company, every individual is expected to
treat his/her colleagues with respect and dignity.
This is enshrined in values and in the Code of Ethics
& Conduct of the Company.

The Company also has in place 'Prevention of Sexual
Harassment Policy' in line with the requirements of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
All employees (permanent, contractual, temporary
and trainees) are covered under this policy.

The Company has complied with provisions
relating to the constitution of Internal Complaints
Committee (ICC) under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 to redress complaints received
regarding sexual harassment.

The Direct Touch Policy (Whistle-Blower Policy) also
provides a platform to all employees for reporting
unethical business practices at workplace without
the fear of reprisal and help in eliminating any
kind of misconduct in the system. The policy also
includes misconduct with respect to discrimination
or sexual harassment.

Following is the summary of sexual harassment
complaints received and disposed of during the
financial year under review:

• number of complaints of sexual harassment
received during the year: One

• number of complaints disposed of during the
year: One

• number of cases pending for more than 90
days: Nil

• number of complaints pending as on end of FY:
Nil

Confirmation with respect to the compliance
of the provisions relating to the Maternity
Benefit Act, 1961

The Company confirms that it has duly complied
with all applicable provisions of the Maternity
Benefit Act, 1961, as amended from time to
time. The Company provides maternity benefits,
including leave, wages, and other related facilities,
in accordance with the requirements prescribed
under the Act. Further, the Company ensures
a supportive work environment for women
employees during and after maternity, including
adherence to provisions relating to nursing breaks,
creche facilities (where applicable), and protection
from dismissal during parental leave.

Significant and material orders passed by the
Regulators or Courts or Tribunals impacting
the going concerns status and company's
operations in future.

No significant or material orders have been
passed by any Regulatory Authority, Court or
Tribunal which may impact the going concern
status and Company's operations in future.

OTHER DISCLOSURES

1. Details of application made or any proceedings
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial
year:

There was no application made and no
proceedings were pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during
the financial year under review.

2. 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 reasons thereof:

There was no transaction requiring disclosure
or reporting in respect of matter relating to
instance of one-time settlement with any bank
or financial institution.

SECRETARIAL STANDARDS

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 followed by the Company.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and
harmonious industrial relations at all levels. The
enthusiasm and unstinting efforts of employees
have enabled the Company to remain at the
leadership position in the industry. It has taken
various steps to improve productivity across
organization.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to
the Central Government, State Governments and
Company's Bankers for the assistance, co-operation
and encouragement they extended to the Company.
Your directors also wish to place on record their
sincere thanks and appreciation for the continuing
support and unstinting efforts of investors, business
associates and employees in ensuring an excellent
all-around operational performance.

For and on behalf of the Board
Mohit Burman

Place : New Delhi Chairman

Date : May 07, 2026 DIN: 00021963