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Radico Khaitan Ltd			Industry : Breweries & Distilleries


BSE Code:	532497	NSE Symbol:	RADICO	P/E(TTM):	105.57

ISIN Demat:	INE944F01028	Div & Yield %:	0.15	EPS(TTM):	25.78

Book Value(Rs):	201.0215252	Market Cap ( Cr.):	36434.72	Face Value(Rs):	2

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Dear Members,

The Board of Directors of Radico Khaitan Limited ("Radico Khaitan" or "the Company") is pleased to present the 41^st Annual Report on the business performance and operations together with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2025 ("FY2025").

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

( in Crore)

		Standalone			Consolidated
	FY2025	FY2024 Change (%)		FY2025	FY2024	Change (%)
Revenue from Operations (Gross)	17,098.5	15,483.9	10.4%	17,098.5	15,483.9	10.4%
Revenue from Operations (Net)	4,851.2	4,118.5	17.8%	4,851.2	4,118.5	17.8%
Other Income	4.9	8.9	(45.3)%	4.9	8.9	(45.3)%
Income from Operations	4,856.0	4,127.4	17.7%	4,856.0	4,127.4	17.7%
Raw Materials Consumed	2,773.9	2,366.5	17.2%	2,773.9	2,366.5	17.2%
Employee Benefit Expenses	216.9	195.8	10.8%	216.9	195.8	10.8%
Selling & Distribution Expenses	476.5	432.6	10.1%	476.5	432.6	10.1%
Depreciation	140.1	113.8	23.2%	140.1	113.8	23.2%
Finance Cost	73.8	59.1	24.8%	73.8	59.1	24.8%
Other Operating Expenses	710.2	617.6	15.0%	710.3	617.6	15.0%
Total Expenses	4,391.4	3,785.4	16.0%	4,391.4	3,785.4	16.0%
Profit before share of profit/	464.6	342.0	35.8%	464.6	342.0	35.8%
(loss) of a joint venture and
exceptional items, before tax
Share in profit/(loss) of Joint	-	-		0.5	6.4	(92.5)%
Venture
Profit Before Tax	464.6	342.0	35.8%	465.0	348.5	33.5%
Current Tax	110.9	72.4	53.2%	110.9	72.4	53.1%
Previous Year Adjustments	0.6	0.0		0.6	0.0
Deferred Tax	7.9	13.9		7.9	13.9
Net Profit	345.2	255.8	35.0%	345.6	262.2	31.8%
Net Income Margin (%)	7.1%	6.2%		7.1%	6.4%
Other Comprehensive Expenses /	4.0	(0.9)		3.9	(0.9)
(Income)
Total Comprehensive Income	341.2	256.7	32.9%	341.7	263.1	29.9%
Total Comprehensive Income	7.0%	6.2%		7.0%	6.4%
Margin (%)
Basic EPS ()	25.8	19.1	34.9%	25.8	19.6	31.8%
Gross Profit	2,077.3	1,752.0	18.6%	2,077.3	1,752.0	18.6%
Gross Margin (%)	42.8%	42.5%		42.8%	42.5%
EBITDA	668.4	507.3	31.8%	668.3	507.3	31.7%
EBITDA Margin (%)	13.8%	12.3%		13.8%	12.3%
Paid-up Equity Share Capital	26.8	26.7	0.1%	26.8	26.7	0.1%
(Face Value of 2 each)
Reserves & Surplus	2,664.3	2,350.6	13.3%	2,726.9	2,412.9	13.0%
Transfer to General Reserve	-	-	-	-	-	-
Proposed Dividend	53.5	40.1	-	53.5	40.1	-

PERFORMANCE REVIEW

Revenue from Operations

Volume (Million Cases)	FY2025	FY2024	Change (%)
Prestige & Above	13.00	11.26	15.5%
Regular & Others	15.21	13.42	13.3%
Total Own Volume	28.20	24.68	14.3%
Prestige & Above as % of Total	46.1%	45.6%
Royalty Brands	3.16	4.05
Total Volume	31.36	28.73	9.2%

Revenue Break up (in Crore)	FY2025	FY2024	Change (%)
IMFL (A)	3,371.7	2821.5	19.5%
Prestige & Above	2,340.2	1932.4	21.1%
Regular & Others	986.3	850.9	15.9%
Others	45.2	38.2
Non IMFL (B)	1,479.4	1,297.1	14.1%
Revenue from Operations (Net) (A+B)	4,851.1	4,118.5	17.8%
Prestige & Above as % of Total IMFL Revenue	69.4%	68.5%
IMFL as % of Total Revenue	69.5%	68.5%

Revenue from Operations (Net) grew by 17.8% Y-o-Y. Total IMFL volume increased 9.2%, with the Prestige & Above category registering a volume growth of 15.5% for the year. After nine consecutive quarters of degrowth, Regular volumes witnessed a sharp rebound starting Q3 FY25, with the momentum sustaining through Q4 and contributing significantly to the full-year growth. This recovery was supported by a low base and the resolution of several state-specific industry challenges. Additionally, the change in the route-to-market strategy in Andhra Pradesh further aided the growth in Regular volumes. Prestige & Above net revenue rose by 21.1% over FY2024.

EBITDA margin for the full year stood at 13.8%, up from 12.3% in FY2024, reflecting a year-on-year improvement. This margin expansion was supported by continued premiumization within the IMFL portfolio and a relatively stable raw material cost environment, particularly during the second half of the year. As we look ahead to FY2026, we remain optimistic about the pricing outlook for ENA and grains. Moreover, moderating food and retail inflation is expected to aid overall consumption sentiment, providing further support to revenue and margin performance.

The Company's strategy remains focused on making prudent marketing investments across its core brands and new launches to sustain growth and defend market share. For the full year FY2025, A&SP spend stood at 6.1% of IMFL sales, compared to 6.2% in FY2024. We intend to maintain A&SP expenditure in the range of 6% to 8% of IMFL revenues, in line with our objective to support brand equity and drive sustained sales momentum.

DIVIDEND

The Company has been maintaining a consistent track record of dividend payments for the past many years, in line with its approved Dividend Distribution Policy.

Based on the Company's performance and Dividend Distribution Policy of the Company. The Board of Directors are pleased to recommend dividend of 4 per equity share (i.e. 200%) of 2 each fully paid-up share capital to the eligible equity shareholders of the Company for FY2025 (last year 3 per equity share, i.e. 150% of 2 each). The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company and shall be subject to deduction of tax at source.

The Dividend Distribution Policy of the Company is available on the Company's website (Web link: https:// www.radicokhaitan.com/wp-content/uploads/2019/03/ Dividend-Distribution-Policy.pdf).

CAPITAL STRUCTURE

Share Capital

As on March 31, 2025, the Company has Authorized Share Capital of 94 Crore consisting of 34 Crore Equity Share Capital comprising 17 Crore equity shares of 2 each and 60 Crore Preference Share Capital comprising 60 lakhs preference shares of 100 each. The Issued, Subscribed and Paid-up Share Capital of the Company is 26.76 Crore divided into 133,807,500 fully paid-up equity shares of 2 each.

During FY2025, the Company has allotted 92,175 Equity Shares of 2 each to its eligible employees pursuant to the exercise of Stock Options granted under Employees' Stock Option Scheme, 2006 ("Scheme 2006"), which leads to increase in the issued, subscribed and paid-up share capital of the Company.

Except as mentioned above, there has been no other changes in the Equity Share Capital of the Company during the FY2025.

Employees' Stock Option Scheme

With a view to attract, reward and retain talented and key employees in the competitive environment and encourage them to align individual performance with Company objectives, the Company grants share based benefits to eligible employees under the Scheme 2006.

During the year, there was no material changes in the Scheme 2006. The Scheme 2006 is in compliance with the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI ESOP Regulations") which was replaced by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations 2021").

During the year under review, the Company has not granted any options to the Eligible Employees under Scheme 2006. Further, the Company has allotted 92,175 Equity Shares pursuant to exercise of Stock Options under the Scheme 2006 to the Eligible Employee(s) of the Company.

The details of the Scheme 2006 pursuant to SEBI ESOP Regulations 2021 and the Companies Act, 2013 ("Act"), is uploaded on the website of the Company (web link: https://www.radicokhaitan.com/wp-content/ uploads/2025/06/ESOP-disclosure-for-FY-2024-25.pdf)

In terms of Regulation 13 of SEBI ESOP Regulations 2021, a Certificate received from TVA & Co. LLP, Company Secretaries, Secretarial Auditors, confirming the Compliances with said Regulations, would be placed before the shareholders at the ensuing AGM.

SUBSIDIARIES, JOINT VENTURES AND

ASSOCIATE COMPANIES

Subsidiaries

The Company has one wholly-owned subsidiary namely, Radico Spiritzs India Private Limited ("Radico Spiritzs") and seven step down subsidiaries through Radico Spiritzs. Radico Spiritzs holds 100% Equity Shares in the following step down wholly-owned subsidiaries of the Company:

1. Accomreal Builders Private Limited

2. Binayah Builders Private Limited

3. Compaqt Era Builders Private Limited

4. Destihomz Buildwell Private Limited

5. Equibuild Realtors Private Limited

6. Firstcode Reality Private Limited

7. Proprent Era Estates Private Limited

Joint Venture

The Company has one (1) joint venture, namely, Radico NV Distilleries Maharashtra Limited ("RNV"). The Company holds a 36% stake in the said joint venture.

In terms of the Section 129(3) of the Act, the financial results of RNV, wholly-owned subsidiary and step down subsidiaries are consolidated with the accounts of the Company and the salient features of the financial statements of RNV and subsidiaries are set out in the prescribed form AOC-1 and the same is appended as Annexure – A to this Board's Report ("Report").

In accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations") read with Ind AS 110 - Consolidated Financial Statements, Ind AS 28 - Investments in Associates and Joint Ventures and Ind AS 31 - Interests in Joint Ventures, the consolidated Audited Financial Statements form part of this Annual Report.

CREDIT RATING

The Company's long-term bank facilities are rated as CARE AA (Double A) with a stable outlook and short-term bank facilities are rated CARE A1+ (A One Plus).

CARE AA rated instruments are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. CARE A1 rated instruments are considered to have a very strong degree of safety regarding timely payment of financial obligations. Such instruments carry the lowest credit risk. Modifiers (+/-) reflect the comparative standing within the category.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

In terms of the provisions of Section 139 of the Act and the rules made thereunder, the shareholders of the Company had, at the 37^th AGM, approved the appointment of Walker Chandiok & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company for a term of five (5) consecutive financial years i.e. from the conclusion of 37^th AGM till the conclusion of 42^nd AGM of the Company to be held in the year 2026.

Audit Report

The Auditors' Report read together with Annexures referred to in the Auditors' Report for FY2025 is enclosed with this Report. The observations made in the Auditors' Report are self-explanatory and therefore, do not call for any further comments. The Auditor's

Report does not contain any qualification, reservation or adverse remark.

Cost Auditor

Pursuant to the provisions of Section 148 read with the Companies (Cost Records and Audit) Rules, 2014 and the rules made thereunder, Mr. R. Krishnan, Cost Accountant, was appointed as Cost Auditor of the Company for the FY2025. The Shareholders ratified the appointment and remuneration of the Cost Auditor in their meeting held on August 7, 2024.

Further the Board, on the recommendation of the Audit Committee, at its meeting held on May 6, 2025 has approved the appointment of Mr. R. Krishnan, Cost Accountant, as Cost Auditor, to audit the Cost Records of the Company for FY 2025-26. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor shall be ratified by the shareholders. The Board recommends the remuneration payable to the Cost Auditor for FY 2025-26 for approval by shareholders at the ensuing AGM.

Cost Audit Report

The Company has maintained the Cost Records as specified by the Central Government under section 148(1) of the Act. The Cost Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors and Report

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of TVA & Co. LLP, Company Secretaries, a peer reviewed firm (PR No: 6544/2025) as Secretarial Auditors of the Company for a term of five (5) consecutive financial years from FY 2025-26 till FY 2029-30, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of TVA & Co. LLP are separately disclosed in the Notice calling ensuing AGM.

TVA & Co. LLP has given their consent to be appointed as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act and Rules made thereunder and Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act and Rules made thereunder and Listing Regulations.

The Secretarial Audit Report for FY2025 received from Secretarial Auditors is annexed herewith as Annexure - B forming an integral part of this Report. The Secretarial

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

REPORTING OF FRAUDS

There was no instance of fraud during the year FY2025 which was required to be reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act and rules made thereunder.

AUDIT COMMITTEE

During FY2025, the Audit Committee was re-constituted, Mr. Pushp Jain and Mr. Sharad Jaipuria (Independent Directors) were appointed as members of the Audit Committee with eect from May 30, 2024 and September 26, 2024, respectively. As on the date of this report, the Audit Committee comprises of Mr. Tushar Jain as Chairman, Mr. Sharad Jaipuria and Mr. Pushp Jain as members. Brief terms of reference, meetings and attendance of the Audit Committee are included in the Corporate Governance Report forming an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMPs)

Induction, Re-appointment, Retirements and Resignations

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Amar Singh (DIN:10616954), Whole-time Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, oered himself for re-appointment. The Board of Directors on the recommendation of the Nomination, Remuneration and Compensation Committee ("NRC Committee"), recommended the re-appointment of Mr. Amar Singh at the ensuing AGM. The brief resume of Mr. Amar Singh seeking re-appointment along with the disclosure specified under Regulation 36(3) of the Listing Regulations are provided in the notice of the 41^st AGM.

The Shareholders, at their 40^th AGM held on August 7, 2024, approved the appointment of Mr. Pushp Jain (DIN: 00033289) as an Independent Director and Mr. Amar Singh (DIN: 10616954) as Whole-time Director of the Company eective from May 30, 2024 and July 2, 2024, respectively. The Board is of the opinion that the Directors of your Company including those appointed during FY2025, possess requisite qualifications, expertise and experience and they hold highest standard of integrity.

During FY2025, Mr. Sarvesh Srivastava and Mr. Raghupati Singhania ceased to be Independent Directors of the Company pursuant to expiry of second term of five (5) years and Mr. Krishan Pal Singh resigned as a Whole-time Director of the Company.

In accordance with Section 2(51) and 203 of the Act read with the rules made thereunder, following are the KMPs of the Company: (i) Dr. Lalit Khaitan – Chairman and Managing Director (ii) Mr. Abhishek Khaitan – Managing Director (iii) Mr. Amar Singh – Whole Time Director (iv) Mr. Dilip K. Banthiya - Chief Financial Ocer and (v) Mr. Dinesh Kumar Gupta - SVP- Legal and Company Secretary

During the year under review, except as stated above, there was no change in the Directors or KMPs of the Company.

The Company has a NRC Committee and it has formulated the criteria for determining the qualifications, positive attributes and independence of a director (the "Criteria"). The Criteria includes that a person to be appointed to the Board of the Company should possess in addition to the fundamental attributes of character and integrity, appropriate qualifications, skills, experience and knowledge.

Declaration by Independent Directors

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Director and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Aairs ("IICA").

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct for Directors and Senior Management.

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Company follows a policy of transparency and maintains an arm's length relationship with its Independent Directors. No transaction was entered into with Independent Directors during the year which could have any material pecuniary relationship with them. Apart from sitting fees, no remuneration was paid to any of the Independent Director.

Policy on Nomination, Remuneration and Board

Diversity

The Board of Directors has framed a Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnels and Senior Management of the Company. This Policy also lays down criteria for selection and appointment of the Board Members as well as diversity of the Board. The Company recognizes the benefits and importance of having a diverse Board of Directors in terms of skill set and experience. The Company has an optimum mix of executive and non-executive directors, independent directors including an independent woman director. The policy relating to the remuneration of Directors, Key Managerial Personnel, Senior Management and other employees is framed with the object of attracting, retaining and motivating talent of the Company. The details of the policy are explained in the Report on Corporate Governance and the full policy is available on the Company's website at the link: https://www. radicokhaitan.com/wp-content/uploads/2025/04/ Policy-on-Nomination-Remuneration-and-Diversity.pdf

Performance Evaluation

The Board is committed to the transparency in assessing the performance of Directors. In accordance with the Act read with Rules made thereunder and Regulation 4(2)(f) of the Listing Regulations, the Company has framed a policy for the formal annual evaluation of the performance of the Board, its Committees and individual Directors.

The Company has put in place a robust framework for evaluation of the Board, its Committees, the Chairman, individual Directors and the governance processes that support the Board's functioning. This framework covers specific criteria and the grounds on which all Directors in their individual capacity are evaluated.

The key criteria for performance evaluation of the Board and its Committees include aspects such as composition and structure, eectiveness of Board processes, information sharing and functioning. The criteria for performance evaluation of the individual Directors include aspects such as professional conduct, competency, and contribution to the Board and Committee meetings. The criteria for performance evaluation of the committees of the Board include aspects such as the composition of committees and eectiveness of committee meetings. The performance evaluation of the individual Directors and Independent Directors was done by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Roles and Responsibilities of Board Members

The Company has laid out the Policy defining the structure and role of the Board Members. The Company has an Executive Chairman and Managing Director,

Dr. Lalit Khaitan, a Managing Director, Mr. Abhishek Khaitan and an optimum combination of executive and non-executive Directors. The duties of the Board Members including Independent Directors have been elaborated in accordance with the Listing Regulations, Section 166 and Schedule IV of the Act. There is a clear segregation of responsibility and authority amongst the Board Members.

PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the first proviso to Section 136 of the Act, the Report including Financial Statements are being sent to the shareholders excluding the disclosure of remuneration of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining the copy of said statement may write to the Company Secretary at investor@radico. co.in or visit the Registered Oce of the Company during working hours of the Company i.e., from Monday to Friday between 11:00 A.M. to 05:00 P.M. (IST). The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure – C forming an integral part of this Report.

MEETINGS OF THE BOARD AND BOARD

COMMITTEES

In compliance with the statutory requirements, the Company has formulated the Board committees viz. Audit Committee, Nomination, Remuneration and Compensation Committee, Sustainability and Corporate Social Responsibility (CSR) Committee, Risk Management Committee, Stakeholders' Relationship Committee, Committee of Directors, Environment, Social and Governance Committee and Committee of Independent Directors.

All the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The Board of Directors met four (4) times during the FY2025. A detailed update on the Board, its composition, governance of committees including detailed charter and terms of reference of various Board Committees, number of Board and Committee meetings held during FY2025 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as Annexure-D forming an integral part of this Report.

ENVIRONMENTAL PROTECTION MEASURES

TAKEN BY THE COMPANY

The Company is committed to corporate responsibility for environmental protection and has implemented several measures to enhance safety, health, and environmental stewardship. These measures include creating standard operating procedures, providing resource conservation training for all employees, maintaining good housekeeping practices, developing green belt areas, and preparing for onsite emergencies. Sustainable living is an integral part of the long-term business strategy, and the Company continually works to minimize its environmental impact while improving the lives of people throughout its product value chain.

INTERNAL FINANCIAL CONTROLS

The Board of Directors of the Company has devised systems, policies, procedures and frameworks, which are currently operational within the Company for ensuring the orderly and ecient conduct of its business, which includes adherence to the policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the eectiveness of internal financial controls is obtained through management reviews, controls self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed eectively and are operating as intended.

Management team has assessed the eectiveness of the Company's internal control over financial reporting as at March 31, 2025. The Statutory Auditors of the Company have audited the financial statements included in this Report and issued their report on internal control over financial reporting as defined under Section 143 of the Act. For FY2025, the Company had appointed SCV & Co. LLP along with Ernst & Young LLP as joint Internal Auditors to carry out the Internal Audit. The audit is based on focused and risk-based internal plans, which is reviewed every year in consultation with the Audit Committee. In line with international practices, the focus of Internal Audit is oriented towards the review of internal controls and risks in operations.

RISK MANAGEMENT

The Company's business is exposed to a variety of risks which are inherent to a liquor manufacturing company in India. In this volatile, uncertain and complex operating environment, only companies that manage their risk eectively can sustain. The Board of Directors of the Company has constituted a Risk Management Committee ("RMC") which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. Risk management is embedded in the Company's corporate strategies and operating framework, and the risk framework helps the Company to meet its objectives by aligning operating controls with the corporate mission and vision. The Company's risk management framework supports an ecient and risk-conscious business strategy, delivering minimum disruption to business and creating value for our stakeholders. The Company has in place comprehensive risk assessment and minimization procedures, integrated across all operations and entails the recording, monitoring and controlling enterprise risks and addressing them timely and comprehensively. The risks that the Company faces are reviewed by the RMC, the Audit Committee and the Board from time to time and new risks are identified based on new business initiatives and the same are assessed. Risk minimisation framework and controls are designed and implemented appropriately.

INSURANCE OF FIXED ASSETS

Your Company has adequately insured all its properties including Plants and Machineries, Building and Stocks.

SAFETY & WELLBEING OF WOMEN/ PREVENTION OF SEXUAL HARRASMENT

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and aorded equitable treatment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status. Gender equality and women safety is a very important part of Radico Khaitan's human resource policies. The Company has zero tolerance for sexual harassment at workplace and it has adopted a Policy for the prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder. Periodic sessions were also conducted to apprise employees and build awareness on the subject matter. The Company's key focus is to create a safe, respectful and inclusive workplace which fosters professional growth for each employee.

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted Internal Complaint Committee ("ICC") to redress the complaints received regarding sexual harassment. During the year under review, no cases were reported to the ICC.

WHISTLE BLOWER MECHANISM / VIGIL

MECHANISM

The Company has in place Whistle Blower Policy and has established the robust vigil mechanism for Directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. This policy enables employees to report concerns related to fraud, malpractice, or any activity contrary to the Company's interests or societal welfare and protection of employees. This Policy is also applicable to the Directors of the Company. All cases reported as part of whistle-blower mechanism are taken to their conclusion within a reasonable timeframe.

The details of Complaints, received, and the actions taken, if any, have been reviewed by the Audit Committee. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. The Whistle Blower Policy is disclosed on the Company's website (web link: https://www.radicokhaitan.com/wp-content/ uploads/2022/09/Whistle-Blower-Policy.pdf).

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in the long-term sustainability by creating value for its stakeholders and society. The Company is committed to pursue responsible growth and recognizes its responsibility towards the society where it operates as a good corporate citizen. CSR at the Company is creating sustainable programs that actively contribute to and support the social and economic development of the society. The Company is committed to community development, women empowerment, enhancing livelihood, promoting education and health care including preventive health care and ensuring environmental sustainability. As a part of its CSR programmes, the Company partners with the community and addresses issues of water, sanitation, education, healthcare and skill-building. Company also promotes and encourages responsible drinking through various campaigns, taking preventative actions, education and raising awareness and bringing communities on board to address local challenges at their root. The CSR policy is disclosed on the Company's website. (web link: https://www.radicokhaitan.com/wp-content/uploads/2024/11/CSR-policy.pdf).

As on March 31, 2025, the CSR Committee comprises of Dr. Lalit Khaitan as Chairman, Mr. Abhishek Khaitan, Mr. Amar Singh and Ms. Sushmita Singha as Members.

In terms of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, the Annual Report on Corporate Social Responsibility Activities for FY2025 is annexed as Annexure- E forming an integral part of this report.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) FOCUS

For the Company, sustainability is not just a practice—it is a core principle that guides every aspect of its operations. With a firm commitment to environmental responsibility, the Company emphasizes efficient resource use, minimal waste generation, and conscious energy management. Social values are deeply embedded in its culture, promoting a safe, inclusive, and empowering environment for its workforce. Strong governance practices anchored in transparency, ethics, and accountability ensure long-term value creation. These ESG pillars collectively drive the Company's aim of building a responsible and future-ready organization.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's Internal Financial Controls were adequate and effective during FY2025.

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Act:

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

(ii) The Board has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of aairs of the Company as at March 31, 2025 and the profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and sucient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) The annual accounts have been prepared on a going concern basis;

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

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

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During FY2025, pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven (7) years from the due date were duly transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

Further, dividend(s) declared during the year pertaining to the equity shares transferred to demat account of the IEPF Authority, were also credited to the IEPF Account.

The Claimant(s), whose un-claimed amount/ shares has been transferred by the Company to IEPF Account may claim their amount/ shares by complying with the procedure stipulated in the IEPF Rules.

Mr. Dinesh Kumar Gupta, Senior Vice President – Legal and Company Secretary of the Company acts as the Nodal Ocer in accordance with the provisions of IEPF Rules.

OTHER DISCLOSURES:

(i) Extract of Annual Return

As per Section 134(3) of the Act, the Annual Return referred to in Section 92(3) of the Act for FY2025 is available on the website of the Company. (web link: www.radicokhaitan.com/wp-content/ uploads/2025/06/MGT-7-Annual-Return-2024-25. pdf).

(ii) Public Deposits

During FY2025, the Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

(iii) Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.

(iv) Particulars of Contract or Arrangements with Related Parties

All transactions entered with Related Parties for FY2025 were on arm's length basis and in the ordinary course of business and were approved by the Audit Committee. Further, during the year, the Company had not entered into any material Related Party Transactions. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not applicable.

The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee for the transactions which are repetitive in nature and in line with the Policy on Materiality of and dealing with Related Party Transactions ("RPT Policy") adopted by the Company. Audit Committee grants Omnibus approval for the Related Party Transactions which are of repetitive nature. A statement giving details of all Related Party Transactions are placed before the Audit Committee for review on a quarterly basis.

The RPT Policy is disclosed on the Company's website (web link: https://www.radicokhaitan. com/wp-content/uploads/2019/09/Related-Party-Transaction-Policy.pdf).

(v) Orders Passed by Courts/Regulators

During FY2025, no significant and material orders were passed by the Regulators/Courts/Tribunals which may impact the going concern status and Company's operations in future.

(vi) Secretarial Standards

The Company has followed with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI").

(vii) Corporate Governance Report

The Company is in compliance with the requirements of Corporate Governance as stipulated under the Listing Regulations. The Corporate Governance Report including a certificate from TVA & Co. LLP, Company Secretaries, regarding compliance of the conditions of Corporate Governance is annexed herewith and forming part of the Annual Report.

(viii)General Reserve

Your Directors do not propose to transfer any amount to General Reserve and the entire amount of the profit for FY2025 forms part of retained earnings.

(ix) Management Discussion and Analysis

Management Discussion and Analysis Report, as required under the Listing Regulations is provided as a separate report and forms part of the Annual Report.

(x) Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report ("BRSR") for FY2025 highlighting the Company's adherence to the principles outlined in the 'National Guidelines on Responsible Business Conduct'. The Company actively promotes its suppliers, partners, and other stakeholders in adopting these principles.

This report oers stakeholders insights into the Company's Environmental, Social, and Governance ("ESG") initiatives. The BRSR framework encompasses nine (9) core principles that listed companies must uphold in their business operations.

According to Regulation 34 of the Listing Regulations, the BRSR for FY2025 is annexed herewith and forms part of the Annual Report.

(xi) Change in the Nature of Business

There is no change in the nature of business during FY2025.

(xii) Details of Material Changes from the end of FY2025

There have been no material changes and commitment, aecting the financial position of the Company which occurred between the end of the FY2025 till the date of this Report, other than those already mentioned in this Report.

(xiii) Application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 along with their status financial as at the end of the year.

During FY2025, the Company has neither made any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

(xiv)The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During FY2025, no one-time settlement was made with respect to any amount of loan raised by the Company from any banks or financial institution.

(xv) Dispatch of Annual Report through electronic mode

Pursuant to Circular No. 14/2020 dated April 8, 2020, Circular No. 20/2020 dated May 5, 2020, Circular No. 10/2022 dated December 28, 2022, Circular No. 9/2023 dated September 25, 2023, Circular No. 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Aairs (the "MCA") and Securities and Exchange Board of India ("SEBI") Circular Nos. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, read with Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155 dated November 11, 2024 and other relevant circulars issued by the MCA/SEBI in this regard (the "Circulars"), Notice of AGM and Annual Report will be sent through e-mail to those Members / beneficial owners whose name appear in the Register of Members / list of beneficiaries received from the Depositories as on Friday, July 4, 2025, and to those members whose e-mail id(s) are registered with their Depository Participants or with the Company or its RTA. The aforesaid documents will also be available on the Company's website www.radicokhaitan.com, website of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com, respectively and on the website of the RTA at www.https://evoting. kfintech.com.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation to all the employees for their commitment and contribution to the success of the Company. Their enthusiasm and hard work have enabled the Company to be at the forefront of the industry. We also take this opportunity to thank all our valued customers who have appreciated and cherished our products.

The Board extends heartfelt thanks to the investors and bankers for their ongoing support throughout the year. The Directors also acknowledge the guidance and assistance from regulatory authorities, including SEBI, Stock Exchanges, and other Central and State Government agencies. In addition, the Board appreciates the support and collaboration from supply chain partners and other business associates. We look forward to their continued partnership and support in the future.

For & on behalf of the Board

Dr. Lalit Khaitan

Place: New Delhi Chairman & Managing Director Date: May 6, 2025 DIN – 00238222