Dear Shareholders,
Your Directors have pleasure in presenting their 18 th Annual Report of the Company ( the Company or ABDL ) along with the Audited Financial Statements for the Financial Year ended March 31, 2026 ( the Year or FY 2025-26 ).
A. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:
The Audited Financial Statements for the Financial Year ended March 31, 2026, forming part of this Annual Report, have been prepared in accordance with the applicable Indian Accounting Standard (hereinafter referred to as Ind AS) prescribed under Section 133 of the Companies Act, 2013 (Act) and other recognized accounting practices and policies to the extent applicable. The Companys performance during the Financial Year under review as compared to the previous Financial Year is summarized below:
(Rs.in Lakhs)
| Particulars | Standalone | Consolidated | ||
| 2025-2026 | 2024-2025 | 2025-2026 | 2024-2025 | |
| Revenue from Operations (Gross) | 7,50,982.91 | 8,07,296.11 | 7,57,134.71 | 8,07,315.46 |
| Revenue from Operations (Net) | 3,88,015.03 | 3,51,969.02 | 3,92,277.84 | 3,51,988.37 |
| Other Income | 2,873.60 | 2,143.99 | 2,598.77 | 2,086.81 |
| Total Expenses (excl. Excise Duty) | 3,50,326.32 | 3,27,031.16 | 3,59,475.20 | 3,27,502.91 |
| Profit Before Exceptional Item and Tax | 40,562.31 | 27,081.85 | 35,401.41 | 26,572.27 |
| Less : Exceptional Item | 284.75 | - | 284.75 | - |
| Less : Tax Expense /(credit) | 13,444.60 | 7,068.97 | 13,104.92 | 7,087.71 |
| Profit after Tax | 26,832.96 | 20,012.88 | 22,011.74 | 19,484.56 |
| Add : Other Comprehensive Income | (162.96) | 69.25 | (83.30) | 69.25 |
| Total Comprehensive Income | 26,670.00 | 20,082.13 | 21,928.44 | 19,553.81 |
| Reserve and Surplus at the Beginning of the year (Retained Earning) | 32,316.25 | 12,234.12 | 29,193.76 | 9,919.95 |
| Surplus carried forward to Balance Sheet Earnings Per Share (EPS) | 48,916.68 | 32,316.25 | 40,672.87 | 29,193.76 |
| Basic () | 9.59 | 7.38 | 8.16 | 7.19 |
| Diluted () | 9.59* | 7.38 | 8.16* | 7.19 |
*An ti-DHutive
Note: The above figures are extracted from the audited standalone and consolidated financial statements of the Company prepared in accordance with the ind AS.
Financial Highlights / Current Year Review:
The Company is engaged in the business of manufacturing and marketing of Indian-Made Foreign Liquor (IMFL) products. There has been no change in the business of the Company during the Financial Year ended March 31, 2026.
During the year under review on standalone basis, your Company has recorded revenue (net of excise duty) of Rs. 3,88,015.03 marking a growth of 10.24% as compared to Rs. 3,51,969.02 Lakhs during the previous year. The total expenses (excl. excise duty) during the year increased by 7.12% to 3,50,326.32 Lakhs as compared to Rs. 3,27,031.16 Lakhs during the previous year.
Consequently, your Companys profit before
Exceptional item and Tax for the year stood at Rs. 40,562.31 Lakhs , representing a significant
increase of approximately 49.78% over Rs. 27,081.85 Lakhs in the previous year. Profit After Tax was Rs. 26,832.96 Lakhs , registering a remarkable growth of 34.08% compared toRs. 20,012.88 Lakhs during the previous year.
State of Companys Affairs and Review of Operations :
Robust Financial Performance
FY26 reflected the growing quality of our earnings and the continued momentum of our business. This outcome was led by the accelerated growth of our Prestige & Above portfolio, the continued expansion of our luxury business and disciplined cost management across the organisation. Another defining milestone during the year was ICONiQ White surpassing the 10-million-case mark. As we enter the new Financial Year, we do so with confidence, focused on scaling our market presence and gaining share across key segments.
On a consolidated basis, Total Income (Excl. Excise Duty and including Other Income) increased by 11.52% to Rs. 3,94,876.61 Lakhs , while EBITDA reached a record high ofRs. 56,782.21 Lakhs , registering a growth of 25.78% over FY25. EBITDA margins expanded by 163 basis points to 14.38% , reflecting the benefits of favourable product mix, operating leverage and the early gains from our backward integration initiatives. Gross margins
improved to 45.6% , aided by disciplined state-brand- SKU mix optimisation and packaging cost efficiencies.
Our Profit After Tax stood at Rs. 22,011.74 Lakhs during FY26, while operating cash flow generation improved significantly to Rs. 36,196.12 Lakhs, supported by strong profitability and sustained working capital discipline. Reflecting a robust financial position, the Board has recommended a dividend of 270% , equivalent to Rs. 5.4 per Equity Share.
Further Strengthening of the Balance Sheet
Our disciplined financial management and improving profitability profile further enhanced the balance sheet during FY26, even as we progressed through a strategic capex cycle. Net Debt to EBITDA remained at 1.7x as of March 31, 2026, comfortably within our stated framework of below 2.0x, while Net Debt to Equity stood at 0.6x.
At the same time, Return on Capital Employed stood at 19.7% in FY26, reflecting higher profitability and improved capital productivity. Importantly, we funded our strategic investments through a balanced combination of internal accruals and calibrated leverage. The strength of our balance sheet provides us with the flexibility to invest in premiumisation, backward integration and portfolio expansion opportunities as we move ahead.
Strategic Milestones During the Year
During FY26, we achieved several important milestones that further strengthened our portfolio, operating capabilities and long-term growth platform.
- Prestige & Above salience increased to 47.2% of overall volumes and 57.3% of sales value, reflecting the continued shift in our portfolio mix towards higher-value categories.
- ICONiQ White crossed the significant milestone of 10 million cases during FY26, recording sales of 10.7 million cases and continues to be one of the fastest-growing millennial spirit brands globally.
- ABD Maestro also expanded its presence with a diversified portfolio spanning whisky, gin, vodka and rum categories, deepening our participation in the Super-Premium and Luxury segments.
- Our premium and luxury portfolio was further enriched through new launches, including The Collective, a limited-edition 34-year-old single malt Scotch whisky, distilled by Macallan.
- We also strengthened our presence across strategic premium channels, including Travel Retail and the Canteen Stores Department (CSD), creating additional avenues for premium portfolio growth and deeper consumer engagement.
- At the same time, our global footprint increased from 23 countries in FY25 to 36 countries in FY26,
supported by wider international distribution of our premium portfolio and continued strength in exports.
- We also successfully commissioned the PET bottle manufacturing facility in Telangana, which has been EBITDA accretive since Q3 FY26.
- In parallel, we made meaningful progress on the malt distillery project in Telangana and the ENA distillery expansion in Maharashtra,
- Initiated Phase 2 of our strategic backward integration expansion, including investment across Uttar Pradesh, Maharashtra and Andhra Pradesh aimed at strengthening bottling and ENA capabilities across key growth markets.
- These projects are expected to be strongly value accretive and structurally improve our profitability profile over the medium term.
Taken together, these milestones have reinforced longterm supply chain security, advanced operational integration and strengthened our readiness for the next phase of premium portfolio expansion.
Financial Liquidity
Your Company remained committed to efficient cash management, ensuring sufficient liquidity and access to backup lines of credit. The Companys working capital management is robust and involves a well-organized process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.
During the year under review the Company availed various credit facilities from the existing banking partners to meet its business requirements. The Company has been regular in servicing its debt obligations, including payment of interest and repayment of principal amounts to term lenders. There has been no default in the repayment of any interest or principal amount during the Financial Year.
The Company continued to avail the unsecured loan extended by a Director of the Company. In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the said amount is excluded from the definition of a Deposit. The necessary details thereof are disclosed in the Notes to the Financial Statements forming part of this Annual Report.
Credit Ratings
During the year under review, India Ratings & Research Private Limited has upgraded the bank loans rating of the Company from IND A- to IND A with Positive Outlook. The upgrade reflects the sustained improvement in the Companys scale of operations with a significant growth in FY 26, led by increased contribution from its
higher-margin brands as a result of its continued premiumisation efforts.
Further, the Company is not classified as a Large Corporate in terms of the Securities and Exchange Board of India Master Circular No. SEBI/HO/DDHS/PoD1/P/ CIR/2024/54 dated May 22, 2024 (as amended from time to time), and accordingly, the provisions relating to Large Corporates are not applicable to the Company.
Dividend
Based on the Companys performance and Dividend Distribution Policy of the Company, the Board of Directors are pleased to recommend a Dividend of 5.40 per Equity Share of the face value of 2.00/- each (270%), for the Financial Year ended March 31, 2026, as compared to a dividend of 3.60 per Equity Shares (180%) declared in the previous year. The proposed dividend will result into total cash outflow of 151.04 crores as against 100.70 crores in the previous year.
Dividend will be payable subject to approval of Shareholders at the ensuing Annual General Meeting (AGM) and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Record Date. The Board of your Company decided not to transfer any amount to the General Reserve for the year under review.
Dividend Distribution Policy
In accordance with the provision of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015] and any amendments thereto, your Company has formulated a Dividend Distribution Policy, which sets out the parameters and circumstances that will be taken into consideration by the Board in determining the distribution of dividend to its Shareholders.
The Dividend Distribution Policy of the Company is uploaded on the Companys website and can be accessed at the Web-link: https://www.abdindia.com/investor- relations/corporate-governance/policies-schemes/
Investor Relations (IR)
Your Company remains committed to fostering trust and transparency with investors and analysts, while adhering to global best practices in investor relations. During FY 2025-26 the Company actively engaged with multiple domestic and international investors and analysts through conferences, as well as individual and group interactions, conducted both in-person and virtually (excluding quarterly earnings calls, analyst meets and specific event-related interactions). All events hosted during the year, including quarterly earnings calls, analyst meets and product launch events, witnessed strong participation from the investor and analyst community.
A key highlight of the year was the Capital Markets Day, which was attended by approx. 200 participants, reflecting strong interest in the Companys strategy and performance.
The Company also ensures that critical information is readily accessible to investors through timely updates on its website.
B. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its Subsidiaries (the Group) have been prepared in accordance with the Act and applicable Indian Accounting Standards. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets and for preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of your Company, as aforestated. The consolidated financial statements of the Group are provided separately and forms part of the Annual Report.
The Consolidated Revenue (net of excise duty) from operations is 3,92,277.84 Lakhs in the current year as compared to 3,51,988.37 Lakhs in the previous year, registering an increase of 11.45% .
The consolidated profit before exceptional items, share of profit of associates and joint ventures and tax for the year is 35,401.41 Lakhs as against 26,572.27 Lakhs in the previous year, registering an increase of 33.23%. The consolidated profit after tax is 22,011.74 Lakhs as against 19,484.56 Lakhs in the previous year, registering an increase of 12.97% . The Financial Statements as stated above are also available on the website of the Company and can be accessed at the https://www.abdindia.com/investor-relations/financial- information/notice-annual-report/
Subsidiary, Joint Venture and Associate Companies Subsidiaries
As on March 31, 2026, your Company had 13 (Thirteen) Subsidiaries, viz, NV Distilleries & Breweries (AP) Private Limited, Deccan Star Distilleries India Private Limited, ABD Dwellings Private Limited, Madanlal Estates Private Limited, Sarthak Blenders & Bottlers Private Limited, Chitwan Blenders & Bottlers Private Limited, Allied Blenders and Distillers (UK) Limited, Allied Blenders
and Distillers Maharashtra LLP (Under IND-AS), ABD Foundation, Minakshi Agro Industries LLP (Under IND- AS), ABD Maestro Private Limited, UTO Asia Pte. Ltd. and Kion Blenders Industries Private Limited.
During the year under review, UTO Asia Pte. Ltd. became a Wholly Owned Subsidiary of the Company with effect from June 10, 2025, and Kion Blenders Industries Private Limited became a subsidiary with effect from March 2, 2026. Further, no Company ceased to be a subsidiary of the Company during the Financial Year under review.
The Company ensures that all compliances relating to its Subsidiaries are duly met in accordance with the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. A report on the performance and financial position of Subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Act is provided in Form AOC-1 as Annexure A , which forms an integral part of the Boards Report.
Joint Ventures (JVs)/ Associate Companies
The Company does not have any JVs or Associate Companies during the year or at any time after the closure of the year and till the date of this Annual Report.
The Company has adopted a Policy for determination of Material Subsidiary Companies as defined in Regulation 16 of the SEBI (LODR) Regulations, 2015. During the year, this Policy was amended in alignment with the amendments made to the SEBI (LODR) Regulations, 2015. The updated Policy is also available on the Website of the Company at https://www.abdindia.com/investor- relations/corporate-governance/policies-schemes/ .
Scheme of Amalgamation
During the year under review, the Board of Directors approved a Scheme of Amalgamation of Deccan Star Distilleries India Private Limited (Transferor Company 1) and Sarthak Blenders & Bottlers Private Limited (Transferor Company 2) (collectively referred to as Transferor Companies), both Wholly Owned Subsidiaries, with the Company (Transferee Company), under Sections 230-232 of the Companies Act 2013 and rules made thereunder (the Scheme).
The Scheme of Amalgamation aims to simplify the group structure by reducing the number of entities, thereby lowering regulatory and compliance requirements. It is also expected to eliminate duplication of administrative processes, reduce managerial overlaps, and achieve cost efficiencies through consolidation of bottling operations of Transferor Company 1.
As the registered office of the Transferor Company 1 is in Telangana and that of the Transferor Company 2 and Transferee Company are in Maharashtra, the Scheme of Amalgamation was filed with the Mumbai Bench and the Hyderabad Bench of the National Company
Law Tribunal (NCLT). The approval of the Scheme from respective benches of the NCLT is awaited.
The entire share capital of the Transferor Companies is held by the Transferee Company. Upon the Scheme becoming effective, no equity shares of the Transferee Company shall be allotted in lieu of or in exchange for its shareholding in the Transferor Companies. Accordingly, the equity shares held by the Transferee Company in the Transferor Companies shall stand cancelled on the Effective Date without any further act, instrument, or deed.
Details of Material Changes from the end of the Financial Year till the date of this Report
No material changes and commitments have occurred after the closure of FY 2026 till the date of this Report, which would affect the financial position of your Company.
C. ACQUISITIONS AND OTHER MATTERS / SIGNIFICANT DEVELOPMENTS
Acquisition of UTO Asia Pte. Ltd. (UTO Asia)
The Company acquired 100% paid-up share capital of UTO Asia, which consequently became a wholly owned subsidiary of the Company effective June 10, 2025. This acquisition will result in Company acquiring through UTO Asia, the entire legal and beneficial ownership, including all right, title, and interest comprising all proprietary and common law rights and associated goodwill on a perpetual, worldwide basis in the brands and trademarks MANSION HOUSE and SAVOY CLUB except in Singapore, Malaysia, Indonesia, Philippines, Thailand, Cambodia, Vietnam, Laos, China, and Myanmar. The trademarks and brands Mansion House and Savoy Club for the territory of India are the subject matter of a Commercial IP Suit No. 2 of 2009 filed before the Honble High Court of Bombay for passing off and copyright infringement presently pending before the Bombay High Court and Civil Suit (Commercial) No. 1067 of 2016 seeking injunction from using the trademarks along with related Interim Application presently pending before the Delhi High Court along with related Appellate proceedings arising therefrom.
Acquisition of Non-operative Distillery cum Bottling Facility in Uttar Pradesh
The Company on January 16, 2026 approved the acquisition of assets relating to a non-operational distillery- cum-bottling (Land, Building, Plant, Machinery & Licenses) facility in Uttar Pradesh from National Industrial Corporation Private Limited (NICOL), for a consideration of up to 70 crores, along with a planned investment of up to 40 crores towards infrastructure upgradation and setting up of a bottling unit. The Company has registered the sale deed and completed the said acquisition. Further, the process of transfer of licenses has been completed.
The facility is strategically located in Moradabad, Uttar Pradesh with adequate land parcel to accommodate future expansion of existing capacity and utilize for building further backward integration capabilities. This acquisition will enhance our IMFL bottling capacity in Uttar Pradesh and also enable the Company to expand the distillery capacity to increase captive consumption of ENA.
Acquisition-Kion Blenders Industries Private Limited (KION)
The Company entered into a Shareholders Agreement and Share Purchase Agreement on March 2, 2026 with the existing Shareholders of KION to acquire up to 50% of its paid-up share capital, pursuant to which KION has become a subsidiary of the Company. The acquisition aligns with the Companys growth strategy and is intended to enhance distillation capacity in the key market, improve margins and strengthen supply security through the establishment of a 200 KLPD dual-mode distillery (ENA/ Ethyl Alcohol and Ethanol) to be set-up by KION at Vizianagaram, Andhra Pradesh.
D. CAPITAL STRUCTURE Share capital
There was no change in the Authorized Share Capital and the Issued, Subscribed and Paid-up Share Capital of the Company during the year. As on March 31, 2026, the Company has Authorized Share Capital of 72,43,00,000/- comprising of 36,21,50,000 Equity Shares of 2/- each . The Issued, Subscribed and Paid-up Share Capital of the Company is 55,94,20,302/- divided into 27,97,10,151 fully paid-up equity shares of 2/- each.
Employees Stock Option Scheme
The Company had introduced the ABD Employee Stock Option Scheme 2024 (ESOS 2024 / Scheme) . Under the Scheme, the Company is authorized to create, offer, issue, grant, and allot, from time to time and in one or more tranches, up to 1,39,85,508 (One Crore Thirty Nine Lakhs Eighty Five Thousand Five Hundred and Eight) employee stock options (Options).
The ESOS 2024 was approved by the Shareholders of the Company on March 15, 2025, through postal ballot, in accordance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations). The detailed particulars of the Scheme, as required under applicable regulations, are hosted on the Companys website.
During the year under review, pursuant to the recommendations of the Nomination and Remuneration Committee (NRC) and Board, respectively the Shareholders of the Company considered and approved, vide postal ballot dated June 22, 2025, the offer and grant of stock options to the employees of the Subsidiary Company(ies) (present and/or future) under the ESOS 2024.
In order to align with the applicable regulatory requirements and based on the guidance received from the National Stock Exchange of India Limited (NSE), the NRC has, inter alia, approved amendments to sub clause 3.2 of the ESOS 2024. The amendment clarifies the quantum of stock options that may be granted to employees by specifying that, while the aggregate shareholder approved cap of 45,00,000 stock options per eligible employee remains unchanged, the number of stock options granted in any single year shall not exceed 27,97,000 per employee. This amendment is clarificatory in nature, aligns with the disclosure requirements under the SEBI SBEB Regulations, and does not modify any previously approved limits nor adversely impact the interests of employees.
Further, the NRC at its Meeting held on January 23, 2026 has considered and granted 32,00,000* Options to the eligible Employees. Further, no employee has been issued stock options, during the year, equal to or exceeding 1% of the issued capital of the Company at the time of grant.
Information as required under Regulation 14 read with Part F of Schedule I of the SEBI SBEB Regulations has been uploaded on the Companys website and can be accessed at the https://www.abdindia.com/investor- relations/shareholders-meeting/
The amended ESOS 2024 Scheme is uploaded on the website of the Company and can be accessed at the Weblink https://www.abdindia.com/investor-relations/ corporate-governance/policies-schemes/
* 31,00,000 options grant letters have been issued and accepted by respective employees.
E. INTERNAL FINANCIAL CONTROLS
Your Company has established and implemented robust systems, policies, procedures, and frameworks that are currently operational to ensure the orderly and efficient conduct of its business. These measures encompass adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, maintenance of accurate and complete accounting records, and the timely preparation of reliable financial information.
Your Companys Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed and updated from time to time. Your Company has established adequate internal financial controls with reference to its financial statements, commensurate with the size, scale, and complexity of its operations.
Your Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of
any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.
F. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
G. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has in place a robust process for approval of Related Party Transactions (RPTs) and on Dealing with Related Parties. As per the process, necessary details for each of the RPTs as applicable along with the minimum information required to be placed before the Audit Committee were provided to the Audit Committee, as per Regulation 23 of the SEBI (LODR) Regulations, 2015 and Section 177 of the Act and as prescribed under the RPT Industry Standards (ISF). The Audit Committee has granted omnibus approvals for certain transactions that are repetitive in nature and such transactions are subsequently reviewed on a periodic basis.
All RPTs entered during the year were in the ordinary course of business and on arms length basis. Further, during the year, the Company had not entered into any material Related Party Transactions. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not applicable. Further, there are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMPs, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large.
All RPTs have been appropriately disclosed in the Notes to the Financial Statements forming part of this Annual Report. Further, pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015 the Company has also submitted disclosures of Related Party Transactions on a half-yearly basis to the Stock Exchanges.
The Company has adopted a policy on Materiality of RPTs and dealing with RPTs as defined in Regulation 23 of the SEBI (LODR) Regulations, 2015. During the year, this Policy was amended in alignment with the amendments made to the SEBI (LODR) Regulations, 2015. The updated Policy is also available on the website of the Company at https://www.abdindia.com/investor- relations/corporate-governance/policies-schemes/
H. AUDITORS
Statutory Auditors and Auditors Report:
M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration Number 001076N / N500013), possessing a valid certificate from the Peer Review Board of the ICAI, were re-appointed as the Statutory Auditors of the Company for a second consecutive term of five years from the 15 th Annual General Meeting (AGM) of the Company held for the FY 2022-23. Their tenure commenced from the conclusion of the said AGM and shall continue until the conclusion of the 20 th AGM of the Company to be held for the FY 2027-28.
The Auditors Reports issued by the Statutory Auditors for FY 2025-26 are unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.
The Statutory Auditors have confirmed that they meet the independence criteria as prescribed under the Act. They also satisfy the eligibility and qualification requirements under the Act, the Chartered Accountants Act, 1949 and rules and regulations framed thereunder.
During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.
Secretarial Auditor and Reports
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015, it is mandated that every listed entity and its material unlisted subsidiaries undertake a Secretarial Audit.
Further, listed entities are required to submit an Annual Secretarial Compliance Report, which shall be signed by the appointed Secretarial Auditor or a Peer Reviewed Company Secretary satisfying the conditions as prescribed by SEBI.
In alignment with the aforementioned regulatory framework including the amendments made, the Board of Directors, based on the recommendation of Audit Committee, approved appointment of M/s. B. K. Pradhan & Associates Company Secretaries (Firm Registration No. - S2012MH172500 & Peer Review No. 2022/2022), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030. The said appointment was approved by the shareholders at the 17 th Annual General Meeting.
Secretarial Audit Report
M/s. B. K. Pradhan & Associates, Company Secretaries, conducted Secretarial Audit pursuant to the provisions
of Section 204 of the Act and submitted the Secretarial Audit Report for the Financial Year ended March 31, 2026. The report does not contain any qualification and is annexed to this report as Annexure -B .
Annual Secretarial Compliance Report
The Company has undertaken an audit for the FY 2025-26 for all applicable compliances as per SEBI (LODR) Regulations, 2015 and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. B K Pradhan, Practicing Company Secretary has been submitted to the Stock Exchanges and is annexed to this report as Annexure -C .
Secretarial Audit of Material Unlisted Indian Subsidiary
There is no Material Unlisted Indian Subsidiary of the Company as on March 31, 2026 and as such the requirement under Regulation 24A of the SEBI (LODR) Regulations, 2015 regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the FY 2025-26.
Compliance with Secretarial Standards on Board and General Meetings
The applicable Secretarial Standards, i.e. SS-1 and SS- 2, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly complied by your Company.
I. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
The particulars of Loans granted, Guarantees provided, Investments made, or security provided by the Company under Section 186 of the Act, Regulation 34(3) and Schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report in Notes to the standalone financial statements for the Financial Year ended March 31, 2026.
J. PUBLIC DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
The particulars of loans / advances / investments, etc., required to be disclosed pursuant to Para A of Schedule V of the SEBI (LODR) Regulations, 2015 are furnished separately in this Annual Report in Notes to the Standalone Financial Statements for the Financial Year ended March 31, 2026.
K. EMPLOYEES
Key Managerial Personnel (KMP)
In accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time
being in force, the following are the KMPs of the Company as on the date of this Report:-
1. Mr. Alok Gupta, Managing Director;
(upto May 31, 2026);
2. Mr. Amar Sinha, Managing Director;
(w.e.f June 1, 2026) ;
3. Mr. Ramakrishnan Ramaswamy, Chief Financial Officer;
4. Mr. Manoj Kumar Rai, Chief Revenue Officer; and
5. Mr. Sumeet Maheshwari, Company Secretary & Compliance Officer.
Mr. Alok Gupta (DIN: 02330045) stepped down from the position of Managing Director and KMP of the Company with effect from the end of business hours on May 31, 2026, before the end of his contract, and Mr. Amar Sinha (DIN: 01488890) was appointed as an Additional Director and Managing Director & KMP of the Company for a period of three (3) years with effect from June 1, 2026 to May 31, 2029 (both days inclusive), subject to the approval of the Shareholders of the Company, at the forthcoming AGM.
Further, Mr. Anil Somani relinquished his position as Chief Financial Officer & KMP w.e.f. October 9, 2025. Mr. Jayant Manmadkar was appointed as the Chief Financial Officer & KMP w.e.f. October 10, 2025. Further, he relinquished his position as Chief Financial Officer & KMP w.e.f. February 1, 2026 and Mr. Ramakrishnan Ramaswamy was appointed as the Chief Financial Officer & KMP w.e.f. February 2, 2026.
Mr. Ritesh Shah, relinquished his position as Company Secretary & Compliance Officer & KMP w.e.f. June 10, 2025 and Mr. Sumeet Maheshwari was appointed as the Company Secretary & Compliance Officer & KMP of the Company w.e.f. June 11, 2025.
Particulars of employees
The Company had 20 employees who were in receipt of remuneration of not less than 1,02,00,000 during the year ended March 31, 2026 or not less than 8,50,000 per month during any part of the year.
Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available during 21 clear days before the Annual General Meeting in electronic mode to any Shareholder upon request sent at complianceofficer@ abdindia.com .
Disclosures with respect to the remuneration of Directors, Key Managerial Personnel (KMPs) and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure D to this Report.
Human Resources Development
Employees continue to be the Companys most valuable asset. The Company remains focused on attracting, developing, and retaining talent while fostering an open culture, a congenial work environment, and healthy industrial relations. During the year under review, the Company introduced and strengthened several Human Resource initiatives, as outlined below:
i) Total Rewards Mindset
Aligned with the Companys transformation journey, a Total Rewards mindset has been adopted to more closely link individual performance with business outcomes. Performance evaluation frameworks have evolved from task based assessments to outcome driven measures, reinforcing accountability, ownership, and results orientation across the organization.
The Companys rewards philosophy emphasizes recognizing individuals who consistently deliver against defined targets and contribute meaningfully to organizational growth. Performance based differentiation remains central to this approach, with high performers being acknowledged through a combination of financial and non financial rewards.
During the year, the Company also granted Employee Stock Options (ESOPs) to select key talent as a long-term retention and performance driven incentive, reinforcing alignment between individual contributions and the Companys sustained value creation.
In addition, the Company introduced J.E.E.T. (Journey of Excellence, Empowerment, and Teamwork) a structured and dynamic Rewards and Recognition program for the sales workforce. The J.E.E.T. program is designed to foster a high performance culture by recognizing and rewarding consistent individual and team performance. Excellence is celebrated across four levels Individual, State, Zone , and Company thereby motivating employees, reinforcing teamwork, and driving sustained business results.
Further, robust market salary benchmarking was utilized during annual increment planning to ensure that compensation practices remain competitive, equitable, and aligned with industry standards. Collectively, these initiatives underscore the Companys commitment to building a performance driven culture that attracts, motivates, and retains top talent.
ii) Retention of Talent
Talent retention remains a strategic priority for the Company. Focused efforts have been undertaken to create an environment that enables employees to
grow, develop, and build long-term careers within the organization.
A key initiative in this direction has been the strengthening of the structured Internal Job Posting (IJP) process, which allows employees to explore lateral and upward career opportunities across functions and geographies. This initiative supports career progression while enhancing cross functional exposure, internal mobility, and employee engagement. The Company also actively promotes an employee referral program (SAATH) , leveraging internal networks to attract skilled professionals who align with the Companys values and culture. Collectively, these initiatives reinforce a culture of trust, opportunity, and long-term commitment.
iii) Learning and Development
The Company continues to invest in nurturing a strong learning culture that supports both personal and professional growth. The LinkedIn digital learning platform serves as a key enabler, providing employees with on demand access to curated learning content across functional, behavioral, and leadership domains.
During the year, customized e learning modules were developed to onboard Non Alcoholic Beverage (Non Alco Bev) talent, ensuring faster integration and role readiness within the organization.
In response to identified capability gaps within the sales function, the Company also conducted a Range Selling Workshop for key sales employees. This program was designed to strengthen the capability to effectively sell a diverse portfolio ranging from mass market offerings to premium and luxury products, thereby supporting the Companys premiumization strategy.
As part of the performance management process, supervisors actively recommend relevant learning interventions, many of which are delivered through the digital platform, ensuring alignment with individual performance objectives and career aspirations.
All first time Managers are required to complete a mandatory leadership development program
prior to assuming managerial responsibilities. In addition, all hiring Managers must undergo a customized training module on interviewing skills and select best practices. These structured interventions are designed to build a future ready workforce and reinforce a culture of continuous development.
iv) Succession Planning
The Company is working towards implementing a structured succession planning framework in
the coming year. Critical talent has been identified
using a potential assessment methodology based on the 9 Box Talent Grid . The identified talent pool will be included in focused development and retention initiatives planned for the current Financial Year, ensuring leadership continuity and long-term organizational resilience.
Compliance with new Labour Code and Maternity Benefit Act, 1961
The Government of India has enforced the four new Labour Codes with effect from November 21, 2025 subsuming and rationalising various existing labour laws relating to wages, social security, industrial relations and occupational safety, health and working conditions. During the year under review, the Company reviewed the applicability and implications of the Labour Codes on its operations and employment practices and initiated necessary actions, wherever required, to align with the applicable regulatory requirements. Appropriate financial provisions have been made arising from the implementation of the new Labour Codes. The Company continues to ensure compliance in line with applicable rules and guidelines as may be notified by the authorities from time to time.
The Company is also compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.
L. BOARD AND COMMITTEE
The Company recognises and values the importance of a diverse Board. A Board comprising individuals with varied experiences, perspectives, skill sets, gender diversity, expertise, and thought processes facilitates constructive deliberations and effective decision-making.
The Board of the Company has an optimum combination of Executive and Non-Executive Directors, in compliance with the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. The Directors on the Board are persons of eminence, possessing diverse expertise, knowledge, and extensive experience across various fields including alcobev industry, thereby enabling the Board to effectively safeguard the interests of the Company and its stakeholders.
The Board maintains an appropriate balance of professionalism, knowledge and experience, which enables it to effectively discharge its responsibilities and provide strategic leadership to the business.
As on March 31, 2026, the Companys Board consists of 14 Directors, including 3 Woman Directors (including a Woman Independent Director). None of the Directors is a Director (including any Alternate Directorships) in more than 10 public limited companies (as specified in section 165 of the Act) and Director in more than 7 listed entities or acts as an Independent Director in more than 7 listed entities or 3 listed entities in case he/she serves as a Whole-time Director/Managing Director in any listed
entity (as specified in Regulation 17A of the SEBI (LODR) Regulations, 2015). Further, none of the Directors on the Board is a Member of more than 10 Committees and Chairperson of more than 5 Committees (as specified in Regulation 26 of the SEBI (LODR) Regulations, 2015), across all the Indian public limited companies in which he/ she is a Director.
The Chairman of your Company is a Promoter & Non-Executive Director and accordingly, the number of Non-Executive Independent Directors in the Company is one-half of the total number of Directors.
In terms of the requirement of the SEBI (LODR) Regulations, 2015, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys businesses for effective functioning. The list of key skills, expertise and core competencies along with the names Directors who have such skills, expertise and core competencies are detailed in the Corporate Governance Report which forms a part of this Annual Report.
Board of Directors
Re-appointment of Mrs. Resham Chhabria J Hemdev as Whole-time Director designated as Vice Chairperson and Mr. Arun Barik as Executive Director
As mentioned in the previous Annual Report, the Board of Directors, at its Meeting held on March 31, 2025, based on the recommendation of the NRC and subject to the approval of the shareholders, re-appointed Mrs. Resham Chhabria J Hemdev (DIN: 00030608) as Whole-time Director, designated as Vice Chairperson for a further term of three (3) years commencing from April 1, 2025, and Mr. Arun Barik (DIN: 07130542) as Executive Director, for a further term of three (3) years commencing from August 9, 2025; both appointments being liable to retire by rotation, in accordance with the provisions of the Act.
The Resolutions in respect of the aforesaid appointments were duly approved by the Members of the Company on June 22, 2025, through Postal Ballot by means of remote e-voting. The details of the voting results are provided in the Report on Corporate Governance, which forms part of this Annual Report.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Kishore Rajaram Chhabria (DIN: 00243244) and Mrs. Bina Kishore Chhabria (DIN: 00243376) are liable to retire by rotation at the forthcoming AGM and being eligible offers themselves for re-appointment. The Board recommended their re-appointment at the forthcoming AGM of the Company. The relevant details including profile of Mr. Kishore Rajaram Chhabria and Mrs. Bina Kishore Chhabria are included separately in the Notice of AGM, which forms part of this Annual Report.
Change in Managing Director and Key Managerial Personnel
The Board of Directors of the Company on April 2, 2026, based on the recommendation of the NRC approved the appointment of Mr. Amar Sinha as Managing Director - Designate and SMP of the Company with effect from April 2, 2026.
Mr. Alok Gupta, (DIN: 02330045) Managing Director and KMP of the Company, has expressed his desire to step down from the position of Managing Director and KMP with effect from the close of business hours on May 31, 2026, before the end of his contract.
Further, the Board of Directors of the Company, at its Meeting held on May 21, 2026, based on the recommendation of the NRC and subject to the approval of the Members of the Company, approved the appointment of Mr. Amar Sinha (DIN: 01488890) as the Managing Director and KMP of the Company for a term of three (3) years, with effect from June 1, 2026 up to May 31, 2029 (both days inclusive).
Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (LODR) Regulations, 2015.
The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.
Disqualification of Directors
During the year under review, none of the Directors on the Board were disqualified under Section 164(2) of the Act. The Company has received declarations from all Directors confirming that they are not disqualified to act as Directors under any applicable laws. A certificate from M/s. B. K. Pradhan & Associates, Company Secretaries certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority for the Financial Year ended on March 31, 2026 is forming part of Corporate Governance Report, which forms part of this Annual Report.
Details of Remuneration to Directors
As required under section 197 of the Act, information relating to remuneration paid to Directors during the FY 2025-26 is provided in the Corporate Governance Report. The sitting fees is paid to the Non-Executive Directors for attending Board / Committee Meetings. They are also entitled to reimbursement of actual travel expenses, boarding and lodging, conveyance and incidental expenses incurred in attending such Meetings.
Board Performance evaluation
The NRC has developed a structured assessment process for Board evaluation. This process has been
designed to measure the effectiveness of the Board by evaluating the functioning of the Board, its Committees, and individual Directors annually. We believe that the collective effectiveness of the Board significantly impacts our performance. The Board evaluation process provides an opportunity to identify greater efficiencies, maximise strengths, and highlight areas of further development to enable the Board to continually improve its performance and effectiveness.
During the year under review, the Policy on Board Diversity was amended in line with the applicable provisions of the SEBI (LODR) Regulations, 2015. The amended Policy, which includes the criteria for ensuring Board Diversity, is available at the weblink https://www.abdindia.com/investor-relations/corporate- governance/policies-schemes/ .
During the year, the Company conducted an internal Board evaluation exercise, which included assessments of the Board as a whole, its Committees, peer evaluations of Directors, evaluation of the Chairperson and Wholetime Directors. This process was led by the Chairperson of the NRC and detailed questionnaires covering various relevant parameters were circulated electronically to the Directors. Additionally, specific feedback was sought on the performance of the Chairperson, Independent Directors, and Executive Directors in their respective roles.
Results of Evaluation:
The overall evaluation reflected strong effectiveness, with positive feedback on governance, oversight, discussions, and Board dynamics. Leadership, Directors, and Committees were appreciated for strategic clarity, collaboration, and meaningful contributions. It was observed that the Board and management are well aligned and functioning at a high level, supported by clear direction and professionalism.
Familiarisation Programme:
A newly appointed Independent Director is provided with an appointment letter alongwith their roles, duties and responsibilities with the Companys Code of Conduct for Directors, etc. The Directors are taken through structured orientation sessions, wherein Executive Directors and Senior Management provide a comprehensive overview of operations, values, and commitments. They are introduced to the organizational structure, services, group structure and subsidiaries, governance framework, Board procedures, matters reserved for the Board, as well as key risks and the risk management strategy.
To ensure continuous awareness and effective participation, periodic presentations are also made at Board and Committee Meetings covering business and performance updates, including finance, sales, marketing of major business segments, operations of key subsidiaries, the global business environment, strategic initiatives, and associated risks, etc. The details
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as required under Regulations 46 of the SEBI (LODR) Regulations, 2015 is available on the website of your Company at the web link: https://www.abdindia.com/ investor-relations/shareholders-meeting/
M. POLICIES
The Company has adopted all policies as required under the provisions of the Act, and the SEBI (LODR) Regulations, 2015. The Policies are regularly reviewed and updated and has been uploaded on the website of the Company and can be accessed at the website of the Company at the web link https://www.abdindia. com/investor-relations/corporate-governance/policies- schemes/
Nomination and Remuneration Policy
The Company has adopted a Nomination and Remuneration Policy in line with the provisions of the Act and SEBI (LODR) Regulations, 2015, which lays down the criteria for appointment, qualification, independence and evaluation of Directors, Key Managerial Personnel and Senior Management, and ensures a transparent and performance-based remuneration framework. The NRC oversees Board composition, diversity, succession planning, performance evaluation and remuneration matters, with the objective of attracting and retaining competent talent and aligning compensation with individual and Company performance as well as longterm shareholder value. The remuneration structure comprises fixed pay, performance-linked incentives and, where applicable, stock-based benefits, while ensuring compliance with statutory requirements and governance standards, and the policy is reviewed periodically to remain aligned with regulatory changes and best practices.
Policy on Board Diversity
The Company has adopted a Board Diversity Policy in accordance with the SEBI (LODR) Regulations, 2015, which aims to ensure an optimal mix of Directors on the Board with diverse backgrounds, skills, experience and expertise to enhance decision-making and promote sustainable business growth. The NRC is responsible for identifying and assessing the appropriate balance of diversity, ensuring a structured and bias-free selection process, and recommending appointments based on merit while maintaining an appropriate mix of Executive, Non-Executive and Independent Directors. The policy also emphasizes non-discrimination, high standards of corporate governance and periodic review to align with regulatory requirements and evolving business needs.
N. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Act, your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:-
(a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2026, the applicable Accounting Standards have been followed;
(b) they have in consultation with Statutory Auditors, selected accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities;
(d) they have prepared the Annual Accounts on a going concern basis;
(e) they have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were operating effectively during the Financial Year ended March 31, 2026;
(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended March 31, 2026.
Board Meetings and Annual General Meeting
During the year under review, Six (6) Board Meetings were held on May 15, 2025, June 10, 2025, July 29, 2025, September 26, 2025, November 4, 2025 and January 29, 2026. The 17 th AGM of the Company was held on July 8, 2025 through Video Conferencing / Other Audio Visual Means.
The Board has met at least once in every Calendar Quarter and the gap between two consecutive Meetings did not exceed one hundred and twenty days. These Meetings were well attended by the Directors. There was requisite quorum present in all the Meetings of the Board held during the FY 2025-26.
Board Committee(s)
The Board Committees form an integral part of the Companys governance framework and have been constituted in accordance with applicable regulatory requirements to focus on specific areas and activities that warrant detailed oversight and informed decisionmaking. The composition of these Committees predominantly comprises Independent Directors, with most Committees being chaired by an Independent Director. Each Committee operates in accordance with its respective Terms of Reference, which clearly define its scope, powers, roles, and responsibilities.
The Chairperson of each Committee apprises the Board of the key deliberations and decisions taken at the respective Committee Meetings. The Minutes of all Committee Meetings alongwith short summary are placed before the Board for its review and noting.
The Company has the following 7 (Seven) Board- level Committee(s), which have been established in compliance with the requirements of the business and relevant provisions of applicable laws:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee;
4. Corporate Social Responsibility Committee;
5. Risk Management Committee;
6. Environment Social and Governance Committee;
7. Management Committee.
During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.
Meeting of Independent Directors
In accordance with the provisions of Section 149(8) read with Schedule IV of the Act and Regulation 25(3) and (4) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards, a separate Meeting of the Independent Directors of the Company was held on March 17, 2026, without the attendance of Non-Independent Directors and Members of Management. The Agenda of the Meeting, inter-alia, included assess the quality, quantity, and timeliness of the flow of information between the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties, review the performance of Non-Independent Directors and the Board as a whole alongwith the review the performance of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors. All Independent Directors participated in the said Meeting. The Independent Directors communicate as appropriate, suggestions, views or concerns to the Chairman upon conclusion of the said Meeting.
The Independent Directors expressed satisfaction with the overall functioning and performance of the Board and its Committees, as well as the effectiveness of the information flow and governance practices of the Company.
Audit Committee
The Audit Committee performs the roles and functions as mandated under the Act, the SEBI (LODR) Regulations, 2015 and such other matters as prescribed by the Board from time to time. All Members are financially literate and possess accounting or related financial management expertise. The Company Secretary is the Secretary to the Committee.
As on March 31, 2026, the Audit Committee comprises of Mr. Balaji V. Swaminathan, Independent Director (Chairman of the Committee), Mr. Mehli Maneck Golvala, Independent Director (Member), Ms. Rukhshana Jina Mistry, Independent Director (Member) and Mr. Maneck Navel Mulla, Non-Executive Non-Independent Director (Member).
During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.
O. GOVERNANCE
Corporate Governance
The Companys approach to corporate governance is rooted in integrity, transparency, accountability, and ethical conduct, extending beyond mere regulatory compliance to a broader commitment to responsible business practices and stakeholder alignment. The Board plays a key role in setting strategic direction and safeguarding stakeholder interests, while the governance framework emphasizes fairness and responsibility towards all stakeholders. Supported by robust policies, codes, and adherence to applicable regulations, the Company continually strengthens its governance standards to ensure ethical, compliant, and sustainable value creation.
During the year under review, the Company complied with all mandatory provisions relating to corporate governance as provided under the SEBI (LODR) Regulations, 2015. Pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance is attached and forms an integral part of this Annual Report.
Compliance Management
The Company has placed an online web based legal compliance management tool, which has been devised to monitor and manage compliance with all applicable laws that impact the Companys business. The tool is intended to provide an assurance to the Board on legal compliances as ensured by the Company. The application of the tool has been extended to cover all functions including plants, warehouses, sales and corporate offices.
Code of Business Conduct
The Companys Code of Business Conduct (the Code) for employees outlines the commitment to the principles of integrity, transparency, and fairness. It enables the Company and its employees to make the right choices and demonstrate the highest standards of integrity and ethical behaviour.
The Companys Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Anti-Bribery, Gift & Entertainment Policy, Policy on Prevention of Sexual Harassment at Workplace (POSH), Whistle-Blower Policy, Conflict of Interest to
ensure robust Corporate Governance. The Code of Conduct and all the Companys policies are accessible on the Companys HR portal.
Vigil Mechanism
The Vigil Mechanism as envisaged in the Act, read with the Rules prescribed thereunder, and the SEBI (LODR) Regulations, 2015 is implemented through the Companys Whistle Blower Policy. During the year under review, the Board has amended the Whistle Blower Policy & Vigil Mechanism based on the recommendation of the Audit Committee. The Amended Policy has been appropriately communicated within the Company across all levels and has been displayed on the Companys website at the web link: https://www.abdindia.com/invRstor-relations/ corporate-governance/policies-schemes/
It enables the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time.
An update on the whistle-blower complaints and actions taken are placed before the Audit Committee for its review on quarterly basis.
During the year, the Company received 2 (Two) whistle-blower complaints, both complaints were duly investigated and appropriate actions were taken, wherever required.
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company adopted a zero-tolerance approach towards sexual harassment at workplace. A detailed Prevention of Sexual Harassment at Workplace Policy (POSH Policy) is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The POSH Policy of the Company is hosted and is accessible on the Companys HR portal.
All employees (permanent, contractual, temporary, trainees) as defined under the Act are covered in this Policy. The POSH Policy is gender inclusive, and the framework ensures complete anonymity and confidentiality.
Internal Complaints Committees (IC) have been constituted to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of IC under the POSH Act. While maintaining the highest governance norms, IC are constituted for various locations. At least fifty percent of the members of the IC are women. The external members with requisite experience in handling such matters are
also part of the IC. During the year under review, no complaints were received.
During the year the Company undertook the following awareness sessions, training programs, and initiatives under the Prevention of Sexual Harassment (POSH) framework:
- Refresher for all Company employees:
A periodic refresher program on the POSH policy was conducted for all employees to reinforce awareness, responsibilities, and expected standards of workplace conduct.
- Training on POSH for Senior Managers / KMP:
Targeted POSH training sessions were conducted for Senior Management and Key Managerial Personnel to strengthen leadership accountability and ensure effective policy implementation.
- IC and Regional Committee Meeting:
One Meeting of the Internal Committee was conducted along with the Regional Committee to review cases, ensure procedural compliance, and strengthen governance oversight.
- POSH training for new joinees:
All new employees are mandatorily required to undergo POSH training as part of onboarding and provide a formal declaration confirming their understanding and acceptance of the policy.
The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to Section 21 of the aforesaid Act and Rules framed thereunder.
Business Responsibility and Sustainability Reporting:
Pursuant to Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, as amended, the top 1,000 listed entities based on market capitalization are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report, in the format prescribed by SEBI from time to time.
The Company has prepared its BRSR for FY 2025-26 in accordance with the SEBI (LODR) Regulations, 2015 and the applicable circulars and guidelines issued thereunder, as amended from time to time, which is attached and forms an integral part of this Annual Report.
Risk Management
The Company aims to build a resilient, performance- oriented and trusted spirits business, supported by strong brands, disciplined execution and responsible practices. Risk management is integral to this objective and is embedded in the Companys decision-making framework. The Company adopts a structured
and transparent approach to identifying risks and opportunities, assessing their impact, and implementing appropriate mitigation measures to enhance resilience and support sustainable growth in a dynamic and regulated operating environment.
Your Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review risk management plan and risk certificate. The Committee is also empowered, inter alia, to review and recommend to the Board modifications to the Risk Management Policy.
Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Framework of the Company includes identification of risks, including cyber security and related risks and also those which in the opinion of the Board may threaten the existence of the Company. Risk Management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. During the year under review, the Risk Management Policy was amended in line with the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. The updated Policy can be accessed on the Companys website at https://www.abdindia.com/investor-relations/corporate- governance/policies-schemas/ .
P. CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that economic value and social value are inter-linked, and it has a commitment towards the interdependent ecosystem consisting of various stakeholders. In addition to that Corporates have a significant role to play in bringing about social change and ABDL has kept its social and development mandate flexible and responsive to development challenges.
As part of the Companys CSR commitment for FY 202526, the CSR Committee identified key focus areas aligned with Schedule VII of the Act, including health, education, rural development, skill development, and calamity relief. The CSR initiatives were implemented across all regions, with primary focus on the states of Telangana, West Bengal, Punjab, Haryana, and Maharashtra, where the Company has a manufacturing and operational presence, along with provision for phased expansion to other regions. The initiatives undertaken by the Company during the year under review are set out below:
Project Siri Vikasam - Model Anganwadi Project -Telangana
Under the project, the Company undertook initiatives to upgrade 13 Anganwadi centres in Wanaparthy district around its integrated manufacturing complex, through infrastructure improvements - compound wall, doors, windows, kitchen slab, waterproofing, painting, gates, flooring, electrical wiring, water facilities, toilet
rectification, educational wall designs, Toys & Games items.
These centres are completely renovated to provide safe, child-friendly spaces for pregnant women, lactating mothers, and children under six. These upgrades are designed to significantly improve early childhood nutrition and pre-school outcomes at the grassroots level.
Project Siri Vikasam- Schools and Colleges Safe Water and Educational aid program- Telangana
RO Water purifiers and plants have been provided to 11 schools and colleges in Wanaparthy district . Bridging the digital divide, digital smart board is provided to a school. The intervention ensures that underprivileged students in government institutions have access to the same high-quality facilities and interactive learning technologies as their urban counterparts.
Model Anganwadi Project and School Development program Maharashtra (Mudhalwadi-Paithan)
The Company undertook interventions aimed at strengthening basic infrastructure in Anganwadi centres and schools.
Renovation of 2 Anganwadis at Mudhalwadi in Dist: Sambhajinagar has been taken up with Water proofing ,Civil and paint works, flooring mats, Water Purifiers and Installation and provision of educational and playing equipment and child friendly learning spaces.
A holistic development program with 3 schools in Sambhajinagar around the manufacturing complex aimed at Improving High School basic requirements for a conducive environment for learning. The following areas were covered :Water proofing, Installation of RO water filtration plant and Protective sheds in School, Construction of Drinking Water Station Floor Tiles replacement, Roof Sheet Replacement of Class Rooms, Electrical works, Paints and other infrastructure improvement including Digital Smart Board. The program was followed by a health camp covering over 300 students.
CSR Policy
The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the Company.
During the year under review, the CSR Policy was amended in line with the provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The amended Policy can be accessed at the Weblink https://www.abdindia.com/investor-relations/corporate- governancR/policiRs-schRmRs/ .
CSR Spend
During the year under review, the Companys CSR obligation for FY 2025-26 amounted to 131.79 lakh, after adjusting 79.70 Lakhs of excess CSR expenditure incurred in the previous Financial Year, eligible for setoff in accordance with the applicable provisions of the Act and the CSR Rules. The Company incurred CSR expenditure of 90.03 Lakhs during the year towards various CSR initiatives, while projects aggregating to 41.76 Lakhs were identified as ongoing projects, which could not be completed during the year due to certain administrative and regulatory constraints impacting the implementation timelines of approved projects, although purchase orders were issued following due technical evaluation and on-boarding of implementation partners and will be undertaken and completed in the subsequent Financial Year in accordance with the applicable CSR framework. The unspent CSR amount for FY 2025-26 has been transferred to the Unspent CSR Account in compliance with Section 135 of the Act.
The Annual Report on CSR activities, in terms of Section 135 of the Act, is annexed to this report as Annexure E to this Report.
CSR Committee
The Corporate Social Responsibility Committee was constituted pursuant to Section 135 of the Act. The composition of the CSR Committee is in conformity with the provisions of the said section and Regulation. As on March 31, 2026, the CSR Committee comprises of Mrs. Resham Chhabria J Hemdev, Whole-time Director designated as Vice Chairperson (Chairperson of Committee), Mr. Vivek Anilchand Sett, Independent Director (Member) and Mr. Maneck Navel Mulla, NonExecutive Non-Independent Director (Member). There was 1 (One) CSR Committee Meeting held on November 19, 2025, during F.Y. 2025-26 and all the Members were present in the said Meeting.
Q. ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (ESG) FOCUS
The Company remains committed to integrating Environmental, Social, and Governance (ESG) principles into its business strategy and operations, recognizing that sustainable practices are essential for long-term value creation. The Company continues to strengthen its approach towards environmental stewardship through efficient resource utilization, reduction in carbon footprint, and adoption of responsible operational practices. On the social front, the Company focuses on creating a positive impact through initiatives aimed at employee wellbeing, community development, and inclusive growth. From a governance perspective, the Company upholds the highest standards of transparency, ethical conduct, and accountability, supported by a robust governance framework and policies. The Company is progressively aligning its disclosures with the regulatory requirements and emerging best practices, including the Business
Responsibility and Sustainability Reporting (BRSR) framework prescribed by SEBI, and remains committed to enhancing the quality and depth of its ESG disclosures over time.
During the year under review, the Company constituted an ESG Committee comprising Mr. Narayanan Sadanandan, Independent Director as Chairman, Mr. Vivek Anilchand Sett, Independent Director and Mr. Shekhar Ramamurthy, Whole-time Director, Executive Deputy Chairman as Members of the Committee to provide focused oversight and strategic direction on ESG initiatives. The Committee met once during the year on March 26, 2026 and all the Members were present in the said Meeting.
R. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure F and forms part of this Report.
S. SECRETARIAL Annual Return
Pursuant to section 134(3)(a) and section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at the Web-link https://www.abdindia.com/
Prevention of Insider Trading
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), the Company has formulated a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (collectively referred to as the Code). The Code, as amended from time to time in line with the PIT Regulations, inter alia, provides for formulation of trading plans, prescribes pre-clearance procedures for dealing in the Companys shares, and prohibits trading by Directors, Designated Persons (DP) Connected Persons and their immediate relatives while in possession of Unpublished Price Sensitive Information or during the closure of the Trading Window.
A Structured Digital Database of all the Designated Person(s) is being maintained by the Company on its internal server. This contains the names and other particulars as prescribed, of the persons covered under the Code drawn up pursuant to the PIT Regulations. The Company Secretary acts as the Compliance Officer for the purpose of ensuring implementation of the Code and adherence to the principles of fair disclosure.
The Company has also implemented a user-friendly web- based compliance management software (Track-In) to enable DPs to efficiently fulfil their obligations under the PIT Regulations. The platform simplifies the compliance process by providing a structured and intuitive interface for submitting pre-clearance requests, reporting trades, and furnishing details of immediate relatives and periodic disclosures. It also offers timely reminders and real-time tracking of submissions, thereby enhancing convenience, ensuring timely compliance, and reducing manual intervention for DP.
The Directors, KMPs and the Designated Persons of the Company have affirmed compliance with the Code. The Code is available on the Companys website and can be accessed at the Web-link https://www.abdindia. com/investor-relations/corporate-governance/policies- schemes/
Criteria for making payments to Non-Executive Directors
Pursuant to Regulation 46(2)(f) of SEBI (LODR) Regulations, 2015 the Board has framed the policy containing the criteria for making the payments to Non-Executive Directors. The policy is available on the website and can be accessed at the weblink: https://www.abdindia.com/investor-relations/corporate- governance/policies-schemes/
Investor Grievance Redressal - SEBI SCORES & ODR
The Company is registered on the SEBI SCORES platform and has a structured mechanism for redressal of Investor Grievances in compliance with the SEBI (LODR) Regulations, 2015. All investor complaints received through SCORES are promptly reviewed and resolved within the prescribed timelines, and no complaints remained pending as at the end of the Financial Year.
Pursuant to SEBIs framework on Investor Grievance redressal, the Company is also registered on the Online Dispute Resolution (ODR) platform and extends full cooperation for resolution of disputes in accordance with SEBI guidelines.
Means of Communication
The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Companys Website and stipulated communications to the Stock Exchange where the Companys shares are listed through announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Companys Policies, Press Release etc.
Website
The Company has a functional website : https://www.abdindia.com/. The website contains all information about the Company - details of its Business,
Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling Investor Grievance and such other details as may be required under sub regulation (2) of Regulation 46 of the SEBI (LODR) Regulations, 2015. The Company ensures that the contents of this website are periodically updated.
Unclaimed Dividend and Shares Transferred to Investor Education and Protection Fund (IEPF):
In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (IEPF).
The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or clean claimed for seven consecutive years or more in the name of IEPF. The Shareholders whose dividend/ shares are transferred to the IEPF Authority can claim their shares/ dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.
During the year under review, there were no amounts or shares due for transfer to the IEPF in accordance with the provisions of the Act and the rules made thereunder.
Pursuant to the applicable provisions, the relevant amount was transferred to the Unpaid Dividend Account of the Company during the FY 2025-26. The balance lying in the Unpaid Dividend Account as at March 31, 2026 stood at 43,901.40. Shareholders are requested to claim their unpaid dividends, failing which the same shall be transferred to the IEPF within the prescribed timelines.
Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account
During the year under review, there were no shares lying in the Demat Suspense Account or the Unclaimed Suspense Account. Accordingly, the disclosure requirements under Regulation 39(4) of the SEBI (LODR) Regulations, 2015 are not applicable.
Listing on Stock Exchange
The Equity Shares of the Company continued to be listed on the National Stock Exchange of India Ltd (NSE) Main Board and Bombay Stock Exchange (BSE) Main Board.
T. DISCLOSURE OF PROCEEDINGS PENDING, OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.
U. GENERAL
Neither the Managing Director nor the Executive Directors have received any remuneration or commission from any of the Subsidiaries of your Company.
The Company has taken adequate insurance cover for all its assets, including buildings, plant and machinery, stocks, and other insurable interests, to safeguard against risks such as fire, theft, and other unforeseen events.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme save and except ABD Employees Stock Option Schemes, 2024 (ESOS-2024) referred to in this Report.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.
4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).
5. There has been no change in the nature of business of your Company.
6. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
7. During the year under review, there was no instance to report containing statement of deviation(s) or variation(s) as per regulation 32 of SEBI (LODR) Regulations, 2015.
8. There was no revision of financial statements and Boards Report of the Company during the year under review.
V. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE
Pursuant to Circular No. 14/2020 dated April 8, 2020, Circular No. 20/2020 dated May 5, 2020, Circular No. 10/2022 dated December 28, 2022, Circular No. 9/2023 dated September 25, 2023, Circular No. 9/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (the MCA) and Securities and Exchange Board of India (SEBI) Circular Nos. SEBI/HO/CFD/PoD- 2/P/ CIR/2024/133 dated October 3, 2024 read with Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155 dated November 11, 2024 (latest updated on January 30, 2026) and other relevant circulars issued by the MCA/SEBI in this regard (the Circulars), Notice of AGM and Annual Report will be sent through e-mail to those Shareholders / beneficial owners whose name appear in the Register of Members / list of beneficiaries received from the Depositories and to those Shareholders whose e-mail id(s) are registered with the Company or its RTA. The aforesaid documents will also be available on the Companys website at www.abdindia.com
W. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors wish to place on record their sincere appreciation for the continued cooperation and support of the customers, suppliers, bankers and Government authorities. Your Directors also wish to place on record their deep appreciation for the dedicated services rendered by the Companys executives, staff and workers.
By order of the Board
For Allied Blenders and Distillers Limited
| Alok Gupta | Shekhar Ramamurthy |
| Managing Director | Whole-time Director |
| DIN:02330045 | DIN: 00504801 |
| Date: May 21, 2026 | |
| Place: Mumbai |
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