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

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

1. Performance of the Company

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

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

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

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

3. Change in nature of business, if any

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

4. Dividend

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

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

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

5. Transfer to reserves

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

6. Capital

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

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

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

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

II. The Board of Directors at their meeting held on 4^th April
2024, approved the investment in Inspired Hospitality
Private Limited ("Pistola”) by subscribing to 3,494
Compulsory Convertible Preference Shares ("CCPS”)
and 10 equity shares of Pistola equivalent to 15% of its

issued and paid-up share capital on a fully diluted basis
for an aggregate consideration of ' 5.65 crore. The
aforesaid transaction was completed on 9^th May 2024.
The Management has considered Pistola to be a joint
venture.

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

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

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

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

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

8. Prospects/Outlook

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

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

A. Resignations and retirements

Independent Directors

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

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

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

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

Non-Executive Directors

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

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

Executive Directors

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

B. Appointment of Directors
Independent Director

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

Non-Executive Director

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

Executive Director

Mr. Praveen Someshwar was appointed as (i) Additional
Director (ii) Managing Director (iii) Chief Executive Officer
and (iv) Key Managerial Personnel of the Company with
effect from 1^st April 2025. Mr. Someshwar is a dynamic
business leader with over three decades of experience
in driving transformation, strategy, and execution within
the media and FMCG industries. He is recognized as
a passionate leader committed to driving change and
has a proven track record in business transformation
and development across multiple markets. In view
of the background, qualification and experience of

the appointee, the Board of Directors considers his
appointment to be in the best interest of the Company
and the Company has sought approval of the members
through postal ballot.

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

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

C. Re-appointment of Director

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

D. Independent Directors

Criteria for selection/ appointment or re-appointment
of Independent Directors include skills, expertise,
qualifications, experience and domain knowledge
of the Director. The required skills of Independent
Directors are Operating leadership experience/
Entrepreneurship, FMCG/Regulated Industry expertise,
Corporate governance and Risk Management, Financial
Management, ESG, Digital and Technology and Public
affairs and policy. Matrix setting out the core Skills /
Expertise/ Competence of the Board of Directors forms
part of Corporate Governance Report. In the opinion of

the Board, the Independent Directors appointed during
the year possess requisite integrity, expertise, experience
and proficiency, the details of which are provided in the
Corporate Governance Report which is forming part of
this Integrated Annual Report.

E. Declaration by Independent Directors

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

F. Number of meetings of the Board

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

G. Board Committees

The Board has constituted the following Committees :

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility and Environmental,

Social and Governance Committee

• Risk Management Committee

• Stakeholders Relationship and General Committee

• Committee of Directors

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

H. Policies

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

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

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

I. Recommendations of the Audit Committee and other
committees

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

J. Details of remuneration to Directors

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

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

i. Membership of Committees

ii. Chairpersonship of the Committees/Board

iii. Benchmarking with other companies

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

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

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

Board evaluation criteria

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

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

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

K. Meeting amongst Independent Directors

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

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

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

10. Vigil Mechanism

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

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

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

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

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

11. Related party transactions

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

com/~/media/Files/D/Diageo-V2/Diageo-India/investors/

shareholder-centre/policies/2025/policy-on-related-party-

transactions.pdf

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

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

12. Auditors and Audit Reports

i) Financial audit

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

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

ii) Secretarial Audit

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

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

I n addition, pursuant to Regulation 24A of the Listing
Regulations, the Secretarial Compliance Report for

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

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

(iii) Cost audit

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

13. Reporting of fraud by Auditors

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

14. Corporate governance

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

15. Management discussion and analysis report

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

16. Fixed deposits

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

17. Annual return

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

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

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

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

19. Human resources

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

20. Employees stock option scheme

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

21. Particulars of loans, guarantees and investments

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

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

22. Risk management

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

23. Internal financial controls

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

24. Corporate social responsibility

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

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

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

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

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

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

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

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

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

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

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

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

To build awareness in this area, the Company has been
publishing newsletters, emailers, posters, conducting online
training modules and monthly induction training for newly

joined employees. Besides the refresher, virtual training
programs are conducted in the organization on a continuous
basis for employees (including blue collared employees),
consultants, contractual employees and permanent/
contractual workers in regional languages. The Internal
Committee has also conducted informal sessions to check the
pulse at the grassroot levels.

28. Business Responsibility and Sustainability Report
(BRSR)

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

29. Other Disclosures

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

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

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

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

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

30. Directors' responsibility report

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

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

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

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

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

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

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

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

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

By Order of the Board
V K Viswanathan

Place: Bengaluru Chairperson

Date: 20^th May 2025 DIN: 01782934