1. Performance of the Company

During the year under review, your Company's sales volume was 65 million cases resulting in an increase of 1.5% compared to previous year.

Net sales/income from operations (net of excise duties and taxes) of the Company increased by 7.6% in the financial year ended 31^st March 2026 which stood at ' 12,448 crore (previous year ' 11,573 crore). With continuous focus on premiumization, overall the Prestige & Above (P&A) segment contributed 89.6% of the Company's net sales value, reflecting an increase of 1.1% compared to the same period in the previous year. The Prestige and Above segment's net sales grew by 8.6% during this period. Meanwhile, the Popular segment accounted for 9.0% of the underlying net sales during the financial year ended March 2026, down 0.7 ppt compared to the same period last year. The Popular segment net sales declined 0.3% during the same period.

The Company continued to execute its portfolio-led growth strategy, anchored in premiumisation, innovation and consumer-centricity. Strategic investments in Nao Spirits & Beverages Private Limited and V9 Beverages Private Limited strengthened participation in high-growth adjacencies, while the proposed divestment of non-core investments reflects disciplined capital allocation and portfolio optimisation.

The industry continues to operate in a dynamic regulatory and competitive environment. The Board, through its Risk Management Committee, oversees a robust framework to identify, assess and mitigate key business risks.

India remains a compelling long-term growth market, supported by favourable demographics, rising affluence and evolving consumer preferences. Backed by a strong portfolio and disciplined execution, the Company is well positioned to capture the opportunities arising from premiumisation and category expansion.

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 2025-26 ('FY 2025-26') 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 report on Risk Management forming part of this Report.

4. Dividend

Guided by the Company's Dividend Distribution Policy and capital allocation framework, we are committed to returning surplus cash to our shareholders. Company re-started distributing dividends from FY 2023-24 (after eliminating accumulated losses) and has been since consistent with dividend payout.

The Board of Directors has recommended a final dividend of ' 11 per equity share (face value ' 2) for FY 2025-26. The record date is set for 8^th July 2026. Following shareholder approval at the upcoming Annual General Meeting (AGM), this final dividend will be paid on or after 13^th August 2026. Combined with the interim dividend of ' 6 per share paid on 16^th February 2026, the total dividend for the year stands at ' 17 per equity share-reflecting a 68% payout ratio which is in line with the updated dividend distribution policy approved by the Board which is made available on website of the Company at https://www. diageoindia.com/policies/dividendpolicy.

Please note that under the Income-Tax Act, 2025, dividends are taxable for shareholders. The Company will deduct Tax Deducted at Source ("TDS”) at the applicable rates before making the payment.

5. Transfer to reserves

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

6. Capital

There was no change in the capital during the FY 2025-26.

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

The performance of subsidiaries 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, and joint venture company(s) is appended in form AOC-1 to this

report as Annexure-1. Out of eleven subsidiary companies, nine

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 ' 545 crore during the financial year which has increased by 8%, as compared to previous year primarily due to Royal Challengers Bengaluru (RCB) winning championship in IPL 2025. During the financial year, RCSPL reported a profit of ' 130 crore against ' 140 crore in the previous financial year owing to increase in overall expenses. During the year, RCSPL declared and paid an interim dividend of ' 150 crore.

The Board at their meeting held on 24^th March, 2026, has inter alia approved the sale of 14,690 equity shares of RCSPL, for an aggregate consideration of ' 16,663 crore, subject to adjustments and other conditions set out in the Share Purchase Agreement ('SPA') dated 24^th March 2026 executed by and amongst USL, RCSPL, and Bolt IPL Holdings LLC; Aelius Investments Pte Ltd; Asia Investment Topco II Pte. Ltd.; Times Internet Limited; and Metropolitan Media Company Limited (the "Proposed Transaction” and such parties, the "Parties”). The execution of the SPA and related transaction documents has also been approved in the same Board meeting dated 24^th March, 2026.

Pursuant to the receipt and acceptance of a purchaser change notice dated 4^th May 2026 ("Purchaser Change Notice”), and in accordance with the terms of the SPA, an amended and restated share purchase agreement ("A&R SPA”) dated 11^th May 2026 has been entered into between USL, RCSPL, Bolt IPL Holdings LLC, Big Banyan Holdings Pte. Ltd ("Big Banyan”), Asia Investment Topco II Pte. Ltd, Times Internet Limited, Times Cricket LLP ("Times LLP”) and ICQ Opportunities R C Holdco, Ltd ("ICONIQ”) to record and give effect to, amongst others, the change in the purchasers.

II. On 26^th June 2025, the Company purchased 34,291 equity shares of Nao Spirits & Beverages Private Limited ('NAO') from existing shareholders, through a step acquisition. The transaction was executed for a consideration of '49 crores. The Company has further infused '56 crores through a combination of equity and Compulsorily Convertible Preference Shares ('CCPS') to support future growth

initiatives of NAO. Subsequent to the acquisition and capital infusion, the Company holds 97.07% of the paid-up share capital in NAO and has an obligation to buy the remaining equity interest. As per the SPA, the remaining shares held by third party will be purchased by the Company upon receipt of certain regulatory approvals. The management has completed the Purchase Price Allocation (PPA) as required by Ind AS 103, Business Combinations.

NAO, a wholly owned subsidiary of your Company (from June 26, 2025 onwards), reported a revenue from operations of ' 39 crores during the financial year 2026.

III. 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. During the year ended, 31^st March 2026, due to further infusion by the majority shareholders after conversion of their loan into equity shares, the company's holding is reduced to 13.24%. The Management has considered Pistola to be a joint venture.

IV. 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.

The Board at their meeting held on 20^th January, 2026 has inter-alia approved further investment in Sober by subscribing to 1,762 CCPS of Sober for an aggregate consideration of ' 3.2 crore, which resulted in the Company's shareholding in Sober increasing from 15% to 25% of the equity share capital on a fully diluted basis.

The Company has obtained a certificate from the Statutory

Auditor (M/s. Price Waterhouse & Co. Chartered Accountants

LLP) certifying that the Company is in compliance with the Foreign

Exchange Management Act, 1999 and the Rules & Regulations framed thereunder with respect to its downstream investments.

The Company's policy for determining material subsidiaries is available at the Company's website at https://www.diageoindia. com/policies/policyfordeterminingmaterialsubsidiaries.

I n accordance with the third proviso to section 136(1) of the Companies Act, 2013 ('the Act'), the 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 the Report.

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

A. Resignations

None of the Directors of the Company have resigned during the FY 2025-26.

B. Appointment of Directors Executive Director

On the basis of recommendation of Nomination and Remuneration Committee ('NRC'), the Board considered and approved the appointment of Mr. Praveen Someshwar (DIN: 01802656) 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. The approval of the shareholders was received by means of postal ballot on 20^th June 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.

Based on the recommendation of NRC, the Board considered and approved the appointment of Mr. Narayan K. Seshadri (DIN: 00053563) as an Independent Director of the Company for a term of three years with effect from 9^th October 2025. The approval of the shareholders was received by means of postal ballot on 20^th December 2025. Mr. Narayan K. Seshadri is a qualified Chartered Accountant, with more than 42 years of distinguished corporate career. He started his career with Arthur Andersen and subsequently joined KPMG, where he rose to the position of Managing Partner of its business advisory practice in India. He was the member of Andersen's Global CEO Advisory Council, the only Indian partner to hold such a position. He had also worked with some large Fortune 500/FTSE 100 companies to small start-ups in various international jurisdictions.

Non-Executive Director

Based on the recommendation of NRC, the Board considered and approved the appointment of Ms. Julie Bramham (DIN: 08415737) as a Non-Executive and Non-Independent Director of the Company with effect from 21^st January 2026. The approval of the shareholders was received by means of postal ballot on 11^th March 2026. Ms. Julie Bramham is a global luxury and consumer leader with over 25 years of experience shaping some of the world's most iconic brands and driving commercial growth across international markets. She brings deep expertise in driving brand and commercial transformation, global go-to-market strategy, innovation, digital and AI-enabled marketing, and large-scale organisational change.

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. Pradeep Jain (DIN:02110401), Executive Director and Chief Financial Officer who holds office for the longest period since his

last appointment retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Based on the recommendation of the NRC, the Board recommends his reappointment. Members may please note that Mr. Pradeep Jain, was appointed as an Executive Director effective 1^st February 2023. He is not debarred from holding the directorship under any statutory regulations. A resolution in this regard is being placed before the shareholders for approval at 27^th AGM.

D. Change in Company Secretary

Mr. Mital Sanghvi relinquished his position as Company Secretary of the Company with effect from end of day 31^st August 2025 upon taking up a full time finance role within the Company. Accordingly, he has ceased to be Key Managerial Personnel from the aforesaid date. The Board wishes to place on record sincere appreciation to Mr. Mital Sanghvi for his valuable contribution in strengthening corporate governance standards and commitment to bringing out best practices.

Consequent to the above and based on recommendation of the NRC, the Board has appointed Ms. Pragya Kaul as Company Secretary (Key Managerial Personnel) effective 1^st September 2025.

E. Directors

The Board comprises optimum composition of executive and non executive directors. The Chairperson of the Board is an Independent Director. As on 31^st March 2026, the Board comprised of 10 directors with 50% Independent Directors against statutory requirement of one third. The Board from time to time, basis the required skills evaluates the composition for selection/appointment or re-appointment of Directors. The core skills required for Directors include 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 Directors possess requisite integrity, expertise, experience and proficiency, the details of which

are provided in the Corporate Governance Report which forms of the Report.

F. 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.

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 for attending such meetings. In addition, the Independent Directors are also eligible for commission every year as may be recommended by the NRC 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.

The said approval is valid for three financial years ending on FY2027-28. The Board consisting of other than Independent Directors approved payment of fixed amount of commission of ' 53.50 lakhs per Independent Director and an additional commission of ' 15 lakhs to be paid to Board Chair and ' 7.5 lacs to be paid to Audit Committee Chair in view of higher responsibilities and time commitment.

After applying the criteria stated above for the FY 2025-26, the Board has approved payment of commission of ' 2.64 crore to five Independent Directors (including pro-rata commission to an Independent Director who was appointed during the year). The details of remuneration to directors forms part of Corporate Governance Report of the Report.

The criteria for payment of remuneration to executive directors is determined by the NRC 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/ policies/nominationandremunerationpolicy

G. Board evaluation

Pursuant to the provisions of the Act and Regulation 34(3) read with Schedule V(C) (4)(d) of the Listing Regulations, the NRC has prescribed performance evaluation criteria for Independent Directors as well as for the Non-Independent Directors, the Committees, and the entire Board of Directors. Based on the above requirement, a formal and rigorous Board review is undertaken on an annual basis with a focus on improving the effectiveness of the Board, its Committees and each individual director. As part of the above exercise, the Board had engaged Egon Zehnder, a leadership advisory firm on Board matters, to conduct the Board evaluation for FY2025-26.

The Board evaluation exercise reaffirmed the Board's strong governance framework, effective oversight, and constructive engagement across the Board and its Committees. The evaluation also highlighted the Board's successful navigation of leadership and governance transitions in recent years, ensuring continuity and stability. As the Company enters its next phase of growth, the evaluation identified opportunities to further enhance the Board's effectiveness and future readiness. Key areas of focus include strengthening succession planning, deepening oversight of digital transformation and AI-related developments, fostering more robust risk discussions, maintaining a proactive regulatory watch, and advancing ESG integration into strategic decision-making. These initiatives will support a sharper strategic focus and continued enhancement of Board and Committee effectiveness.

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

H. Declaration by Independent Directors

The Company has received requisite declarations from all Independent Directors of the Company confirming that they meet the criteria of independence prescribed under section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Schedule IV and Regulation 16(1)(b) of the

Listing Regulations. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, skills, and proficiency required under all applicable laws and the policies of the Company.

I. Number of meetings of the Board

Details of the Board Meetings and other Committee Meetings held during the FY 2025-26 are stated in the Corporate Governance Report which is forming part of the Report.

J. Board Committees

The Board has constituted the following Committees :

• Audit Committee ('AC')

• Nomination and Remuneration Committee ('NRC')

• Corporate Social Responsibility and Environmental,

Social and Governance Committee ('CSR & ESG')

• Risk Management Committee ('RMC')

• Stakeholders Relationship and General Committee ('SRGC')

• Committee of Directors ('CoD')

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

K. Recommendations of the Audit Committee and other committees

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

L. 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 attendance of

Non-Independent Directors and members from management. The Independent Directors met six (6) times amongst themselves without the presence of any other persons on 3^rd May 2025 & 19^th May 2025, 6^th August 2025, 8^th October & 29^th October 2025 and 19^th January 2026.

At these meetings, the Independent Directors broadly assessed the quality, quantity and timeliness of the flow of information between the Company's Management and the Board necessary for the Board and Committees to perform its duties effectively and efficiently, the possibility of expanding scope of certain Board committees, succession planning, candidature for selecting directors, strengthening Board evaluation process and annual strategy meeting amongst others. In addition, the Independent Directors also have access to Statutory Auditors, Secretarial Auditors, Cost Auditors, Internal Auditor and the Management of the Company for discussions and clarifications, if any.

M. 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, Nomination and Remuneration Policy was modified to incorporate revision in sitting fees to Independent Directors. The Board approved policy is made available on website of the Company at https://www.diageoindia.com/ policies/nominationandremunerationpolicy.

The salient features of the NRC policy inter alia includes:

• Role and responsibilities of NRC

• Appointment criteria

• Board diversity

• Independence of Directors

• Succession planning

• Performance evaluation

• Remuneration philosophy and other matters

10. Vigil Mechanism

The 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 the Company's 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 and people issues, ensuring there is a collective, transparent and 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 has adopted the Policy on dealing with Related Party Transactions (RPTs) in compliance with the requirements of the Act and Listing Regulations, as amended from time to time, which is available on the website of the Company at https://www. diageoindia.com/policies/policvonrelatedpartvtransactions. During the year under review, the said policy was amended to align with the amendments in Listing Regulations.

The Policy aims to ensure that effective procedures for reporting, approval, and other disclosures are established to govern transactions between the Company and Related Parties. The Policy focusses on the review and approval of Material RPTs, while addressing the potential or actual conflicts of interest that may arise out of these transactions.

All RPTs are placed before the Audit Committee and Board for review, recommendation and approval, as applicable. For RPTs of a repetitive nature or those undertaken in the ordinary course of business and at arm's length, prior omnibus approval from the Audit Committee is obtained. Further, the Audit Committee on quarterly basis, reviews the details of the RPTs entered into by the Company pursuant to such omnibus approval. The Policy ensures compliance with regulatory guidelines and promotes accountability while adhering to the corporate governance principles. The Company continued to strengthen the RPT governance with the support of independent assessments by external professionals to ensure RPTs are in line with evolving regulations and governance practices.

Confirmations for FY 2025-26:

• all RPTs were entered in ordinary course of business and on arm's length basis.

• there are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

• Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on RPTs with the Stock Exchanges within statutory timelines.

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

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 the 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 an unqualified opinion on the financial statements for the financial year ended 31^st March 2026.

Consequent to completion of the second term of M/s. Price Waterhouse & Co. Chartered Accountants LLP, based on recommendation of the Audit Committee, the Board has recommended to the members of the Company, appointment of M/s. Walker Chandiok & Co. LLP (ICAI Firm's Registration No.: 001076N/N500013) as the Statutory Auditors of the Company, to hold office for a term of 5 (five) years from the conclusion of the 27^th Annual General Meeting (AGM) to be held in the year 2026 until the conclusion of the 32^nd AGM to be held in the year 2031.

M/s. Walker Chandiok & Co. LLP have confirmed that they satisfy the criteria provided under section 141 of the Act and the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

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 M/s. Makarand M. Joshi & Co, ('MMJC') Practicing Company Secretary (Firm Registration No. P2009MH007000; Peer Review Certificate No. 6290/2024) and their report is annexed as Annexure-3.

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

(iii) Cost audit

The Cost Audit Report for FY 2024-25 was filed with the Central Government within the statutory timelines. The report confirmed that the Company had maintained proper

cost records in accordance with the provisions of section 148(1) of the Act and did not contain any qualification, reservation, adverse remark, or observation.

Based on the recommendation of the Audit Committee, the Board at its meeting held on 14^th May 2026 have approved the appointment of M/s. Rao, Murthy & Associates, Cost Accountants (Firm membership number: 000065), as the Cost Auditor to conduct the cost audit for FY 2026-27. The remuneration of '2,25,000 (Rupees Two lakh twenty five thousand only) exclusive of applicable taxes and out-of pocket expenses incurred in connection with the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to approval by the Members of the Company at the ensuing AGM.

I n accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to the Cost Auditor for auditing the Cost records for FY 2026-27 is required to be confirmed by the members, the Board of Directors recommends the same for approval at the ensuing 27^th AGM. M/s. Rao, Murthy & Associates, Cost Accountants confirmed their eligibility and independence and had accepted the appointment upon approval.

13. Reporting of fraud by Auditors

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

14. Corporate Governance Report

Corporate Governance Report for the year under review is annexed separately which forms part of 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 the Report.

16. Fixed deposits

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

17. Annual return

In accordance with section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, a draft annual return in e-form MGT-7 for FY 2025-26 has been uploaded on the Company's website at https://www. diageoindia.com/en/investors/financials/results-reports-and-presentations

Members may note that the final annual return will be uploaded after filing with the Ministry of Corporate Affairs ('MCA').

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

Pursuant to section 124 of the Act, no unclaimed dividend and shares were required to be transferred to IEPF during the FY 202526.

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

The Company has not offered any stock options to its employees during the FY 2025-26 within the meaning of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

21. Particulars of loans, guarantees, securities and investments

Particulars of loans, guarantees, securities 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 2026.

22. Risk management

Details on Risk Management are annexed as Annexure-5 to this report.

23. Internal financial controls

The Company has established internal financial controls over financial reporting that are commensurate with the size, scale, and complexity of its operations. These controls are designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

Management is responsible for designing, implementing, maintaining, and periodically assessing the effectiveness of the Company's internal financial controls. During the year management carried out an evaluation of the adequacy and operating effectiveness of such controls and undertook necessary remediation actions, where applicable, to strengthen the control environment. The Board, through the Audit Committee, oversees the Company's internal financial control framework and reviews the outcomes of management's assessments, internal audit findings, and remediation initiatives on a periodic basis. Based on these reviews, the Board is of the view that the Company's internal financial controls over financial reporting were adequate and operating effectively during the financial year. The statutory auditor's opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting

forms part of the Auditor's Report. A confirmation regarding the adequacy of internal financial controls is also included 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 the 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 received during the financial year: 2 (Two)

ii) Number of complaints disposed off during the financial year: 2 (Two)

iii) Number of complaints pending as on end of the financial year: (Nil)

(iv) Number of complaints pending for more than ninety days: (Nil)

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')

BRSR for the year under review has been prepared in compliance with the Listing Regulations and is included in this report on page 272, along with a reasonable assurance report on the BRSR Core KPIs issued by M/s. Price Waterhouse & Co. Chartered Accountants LLP.

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 the Company which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

f. The Company has complied with the provisions of the Maternity Benefits Act, 1961.