Dabur India Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 47th Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31, 2022 ("FY 2021-22").

Financial Results

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

Particulars consolidated standalone
2021-22 2020-21 2021-22 2020-21
Revenue from 11,281.84 9,886.94 8,521.05 7,461.38
Operations including other income
Less Expenses:
Cost of goods sold 5,639.69 4,788.96 4,377.21 3,696.82
Employee benefits 1,079.95 1,033.46 678.71 655.82
expenses
Finance cost 38.60 30.81 18.67 9.14
Depreciation and 252.89 240.13 160.39 143.40
Amortization expenses
Other Expenses 1915.23 1,736.55 1,389.76 1,272.89
total expenses 8,926.36 7,829.91 6,624.74 5,778.07
Profit before share of profit from joint venture and exceptional items and tax 2,355.48 2,057.03 na na
Share of profit/(loss) of Joint Venture (1.80) (1.01) NA NA
Profit before exceptional items and tax 2,353.68 2,056.02 1,896.31 1,683.31
Exceptional items (85.00) - - -
Profit before tax 2,268.68 2,056.02 1,896.31 1,683.31
Tax expense 526.38 361.07 463.38 301.42
Net Profit for the year 1,742.30 1,694.95 1,432.93 1,381.89
Other comprehensive (88.42) (88.21) (28.03) (16.13)
income / (loss) for the year
total comprehensive 1,653.88 1,606.74 1,404.90 1,365.76
income for the year
total comprehensive
income attributable to -
Owners of the Holding Company 1,650.02 1,606.51 NA NA
Non-Controlling interest 3.86 0.23 NA NA

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves.

DiviDenD

The Company has paid an interim dividend of Rs.2.50/- per share of Re.1/- each fully paid up (being 250%) on November 25, 2021. We are pleased to recommend a dividend of Rs.2.70/- per equity share of Re.1/- each fully paid up (being 270%) for FY 2021-22. The dividend recommended, if approved by the members, will be paid to the members within the period stipulated by the Companies Act, 2013 ("the Act"). The aggregate dividend for the year will amount to Rs.5.20/- per equity share of Re.1/- each fully paid up (being 520%) as against Rs.4.75/- per share of Re.1/- each fully paid up (being 475%) declared last year. The dividend payout ratio for the current year is at 52.76%. The dividend recommended is in accordance with the Companys

Dividend Distribution Policy.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend and protect the interests of investors, Dabur had in place a Dividend Policy since long. The Policy was revised in the board meeting held on May 07, 2021 in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Act and has been displayed on the

Companys website at link https://www.dabur.com/img/ upload-files/166-Dividend-Distribution-Policy.pdf

UNPAID/ UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 124(5) of the Act, final dividend for FY 2013-14 amounting to Rs.52,85,517.24/- and interim dividend for FY 2014-15 amounting to Rs.63,41,973.00/- which remained unpaid/ unclaimed for a period of 7 years, from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investors Education and Protection Fund ("IEPF") of the Central Government. The due dates for transfer of unpaid dividend to IEPF for subsequent years is provided in the Corporate Governance Report. The list of unpaid dividend declared up to FY 2020-21 (updated up to the date of 46th Annual General Meeting held on August 19, 2021) and for interim dividend declared during FY 2021-22 is available on Companys website www.dabur.com. Shareholders are requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

Financial statements

As per the provisions of the Act and in accordance with the Circulars issued by the Ministry of Corporate Affairs

("MCA") and Securities and Exchange Board of India, from time to time, the Annual Report 2021-22 containing Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Act, Directors Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders through permitted mode.

The Annual Report 2021-22 is also available at the

Companys website at www.dabur.com.

consolidated Financial statements

In compliance with the applicable provisions of the Act including the Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for FY 2021-22. During FY 2021-22, Consolidated Total Income was Rs.11,281.84 Crores as against Rs. 9,886.94 Crores in the previous year yielding a growth of 14.1%. Further, Net Profit after Tax (after minority interest) for the year stood at Rs.1,739.22 crores as against Rs.1,693.30 Crores in the previous year yielding a growth of 2.7%.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report which forms part of this report.

CORPORATE GOVERNANCE

Good governance practices are a norm at Dabur. The

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

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

Business ResPOnsiBility anD sustainaBility RePORt

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

In terms of the amended Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report is available on the website of the Company www.dabur.com at weblink https://www.dabur.com/in/en-us/investor/investor-information/business-responsibility-&-sustainability-report. Any

Member interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office of the Company.

CREDIT RATING

During the year, the Company has sustained its long term bank facility credit rating of AAA (stable) which has been reaffirmed by CRISIL. The highest credit rating of AAA awarded by CRISIL reflects the highest degree of safety regarding timely servicing of financial obligations. Further CRISIL has reaffirmed the rating of NCD programme of the Company as AAA (stable). The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk.

The Companys short term bank facility credit rated as

A1+ by CRISIL,hasbeenreaffirmed.The rating of A1+ for

Commercial Paper has also been reaffirmed by CRISIL. This highest rating of A1+ indicates a very strong degree of safety with regard to timely payment of interest & principal. Such instruments carry lowest credit risk.

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

Directors

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every

AGM. Consequently, Mr. Saket Burman (DIN: 05208674), director will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Act. Further, Dr. Anand C. Burman was appointed as an alternate director to Mr. Amit Burman by the Board of Directors in its meeting held on March 25, 2022.

Mr. P. D. Narang was appointed as the whole time director of the Company for a period of five years w.e.f. April 01, 2018 and his tenure shall end on March 31, 2023. In terms of Section 196, 197, 203 and other applicable provisions of the Act and upon recommendation of the Nomination and

Remuneration Committee, the Board of Directors of the Company in their meeting held on May 05, 2022 have reappointed him as a Whole Time Director for a further period of 5 years effective April 1, 2023 till March 31, 2028 and have recommended his re-appointment for approval of the members at the ensuing Annual General Meeting.

Further, pursuant to Section 149, 152, 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Regulations and upon recommendation of Nomination and Remuneration Committee, the Board of

Directors of the Company at their meeting held on August

03, 2021 had appointed Mr. Rajiv Mehrishi (DIN: 00208189) as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from September 01, 2021, subject to approval of the shareholders at the next AGM, for a period of 5 consecutive years from the date of appointment. Mr. Rajiv Mehrishi has given consent for his appointment and has also submitted necessary disclosures with respect to his appointment.

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

The NRC and the Board of Directors of the Company recommend their appointment/ re-appointment at the ensuing AGM.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Act confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs, Manesar, for inclusion/ renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed during FY 2021-22, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Director and is of the opinion that he is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company. of the independent Director, With regard to proficiency ascertained fromtheonlineproficiencyself-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by Independent Director that he has complied with the applicable laws.

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

Key Managerial Personnel

As at March 31, 2022, following were the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Act: z Mr. P D Narang, Whole time director z Mr. Mohit Malhotra, Whole time director & Chief

Executive officer z Mr. Ashok Kumar Jain, Executive Vice President (Finance) and Company Secretary z Mr. Ankush Jain, Chief Financial Officer.

Policy on Directors appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is enclosed as

"Annexure 2 & 3" respectively to this report. The same are also available on the website of the Company at www. dabur.com at weblink https://www.dabur.com/img/upload-files/111972-policy-on-appointment-of-board-members.pdf

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as ‘Annexure 4A to this report. Further, in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules is attached as ‘Annexure 4B to this report.

Employees Stock Option Plan

During FY 2022, 46,99,065 options were granted in 5 tranches to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000).

Further, during the year under review, there have been no changes in the Employees Stock Option Plan (Dabur ESOP 2000) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI . (ShareBasedEmployeeBenefits) Regulations, 2014

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the

Company are available on the website of the Company at www.dabur.com and web link for the same is http://www. dabur.com/in/en-us/investor/investor-information/esops

Secretarial Auditors of the Company Acertificate certifying that the Employee Stock Option Scheme of the

Company is implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolutions passed in the General Body

Meetings will be available for inspection during the AGM to any person having right to attend the meeting.

Performance evaluation of the Board, its committees and individual Directors

Pursuant to applicable provisions of the Act and the Listing

Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors.

The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and

Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its

Committees and each Director has been carried out for the financial year 2021-22 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual directors, including independent directors have been provided under the Corporate Governance

Report which forms part of this Report.

Directors Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors Responsibility Statement, the

Directors confirm: a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; b) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That they had prepared the annual accounts on a going concern basis; e) That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

statutORy auDitORs anD theiR RePORt

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No. 001076N/ N500013) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 42nd AGM held on 26th July, 2017 until the conclusion of 47th AGM of the Company to be held in the calendar year 2022. They shall retire at the ensuing AGM.

The Board of Directors of your company have proposed appointment of M/s. G. Basu & Co., Chartered Accountants (Firm Registration No. 301174E) as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the ensuing AGM until the conclusion of 52nd AGM of the Company to be held in the calendar year 2027. Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, M/s. G. Basu & Co. have confirmed that they are not disqualified from being appointed as Auditors of the Company.

Report of Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2021-22, which forms part of the Annual Report 2021-22. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation from the Board of Directors.

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

cOst auDitORs anD theiR RePORt

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s Ramanath Iyer & Company, Cost Accountants, (Firms Membership No. 000019) have been re-appointed as Cost Auditors for the financial year 2022-23 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2020-21, issued by M/s Ramanath Iyer & Company, Cost Auditors, in respect of the various products prescribed under Cost

Audit Rules was filed with the Ministry of Corporate Affairs on September 1, 2021.

There were no observations (including any qualification, reservation, adverse remark or disclaimer) of the Cost Auditors in the Report issued by them for the financial year 2020-21 which call for any explanation from the Board of Directors.

secRetaRial auDitORs anD theiR RePORt

M/s. Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2021-22 pursuant to section 204 of the Act. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as ‘Annexure 5 to this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the

Report issued by them for the financial year 2021-22 which call for any explanation from the Board of Directors.

M/s Chandrasekaran Associates, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for the financial year 2022-23. They have confirmed that they are eligible for the said appointment.

INTE RNAL FINANCIAL CONTROL SYSTEM

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

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companys IFC system also comprises due compliances with

Companys policies and Standard Operating Procedures

(SOPs) and audit and compliance by in-house Internal

Audit Division, supplemented by internal audit checks from Pricewaterhouse Coopers Pvt. Ltd., the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

To further strengthen the internal control process, the Company has developed a very comprehensive legal compliance system called ‘e-nforce, which drills down from the CEO to the executive level person who is responsible for compliance. This process is fully automated and generate alerts for proper and timely compliance.

Adequacy of Internal Financial Controls with reference to the financial statements

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

To ensure effective Internal Financial Controls the Company has laid down the following measures: z All operations are executed through Standard Operating

Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated as and when required. z All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool called "e-nforce". Non- compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any regulatory amendment is updated periodically in the system. z Approval of all transactions is ensured through a pre- approved Delegation of Authority (DOA) Schedule which is in-built into the SAP system. DOA is reviewed periodically by the management and compliance of DOA is regularly checked and monitored by the auditors. z The Company follows a robust 2-tier internal audit process:

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

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

The audit reports for the above audits are compiled and submitted to management committee and audit committee for review and necessary action. z The Companys Books of Accounts are maintained in SAP and transactions are executed through SAP

(ERP) setups to ensure correctness/ effectiveness of all transactions, integrity and reliability of reporting. z The Company has a comprehensive risk management framework which is evaluated by the Audit Committee annually. z The Company has a robust mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required. z The Company has in place a well-defined Whistle Blower Policy/ Vigil Mechanism. z The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements vs. budgets in quarterly review meetings. Specialized issues like investments, property, FOREX are discussed in their respective internal committee meetings. z Compliance of secretarial functions is ensured by way of secretarial audit. z Compliance relating to cost records of the company is ensured by way of cost audit.

DevelOPment anD imPlementatiOn OF Risk manaGement

Dabur has in place comprehensive risk assessment and mitigation framework, which is reviewed by the Board periodically. The Risk Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk

Register on quarterly basis, reporting of key changes in critical risks to the Board on an ongoing basis and a detailed report on yearly basis, evaluation of risk management systems by the Audit Committee on yearly basis and such other functions as may be prescribed by the Board.

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

Further the risks control systems are instituted to ensure that the risks in each business process are mitigated. The two joint Chief Risk Officers (CROs) are responsible for the overall risk governance in the Company and reports directly to the Management Committee (MANCOM), which consists of various functional heads. The Board provides oversight and reviews the Risk Management Policy. The Board is responsible for framing, implementing and monitoring the risk management plan of the Company. During the year, Pricewaterhouse Coopers Pvt. Ltd., Internal auditors, had tested the Risk & Control Matrices for various processes as a part of Internal financial control framework.

In line with the Listing Regulations, cyber security risk is included in the risk management plan and a Risk

Management Policy with respect to Commodities, including through hedging has also been framed by the Company.

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

Company.

natuRe OF Business

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

Company.

Dabur has a diverse portfolio consisting of a number of brands and sub-brands across the three verticals of Home and Personal care, Healthcare and Foods. The Company has presence across various channels such as general groceries, chemists, organized retail and ecommerce. During the year, the company followed a channel focus strategy whereby each channel was leveraged through specific strategies and teams. This led to high growth in channels such as general groceries, chemists and ecommerce.

During fiscal 2021-22, innovation continued to be a cornerstone of Daburs strategy and the following new products were launched:

In india:

Health Supplements

• Dabur Chyawanprakash Tablets

• Dabur Chyawanprash Spout Pack

• Dabur Honey Throat Relief

• Arjuna and Shatavari Tablets in Pure Herb Range

Digestives

• Dabur Pudin Hara Drops

• Hajmola LimCola

OTC

• Dabur Ayush Kwath Drops

• Dabur Oliv-O-Oil

• Dabur Honitus Sugar Free

Ethicals

• Dabur Chyawanprash Sharangdhar Samhita

• Dabur Anu Tailam

• Dabur CalDab Tablets

• Dabur Kovirakshak Kit

• Dabur Ayush-64 Tablets

• Dabur Restora Gold

• Dabur Agnisandeepan Churna

• Dabur Panchagun Tail

Hair Oils

• Dabur Gold Coconut Oil z Dabur Anmol Gold in Yellow Packaging (RISE Initiative)

Shampoo & Post Wash

• Vatika Neem & Aloe Vera Shampoo (Germ Protection)

• Vatika Shampoo Refill Pack

• Home Care

• Odomos Protect Liquid Vaporiser

Skin Care

• Dabur Aloe Vera Nourishing Gel

Beverages

• Real Fizzin (Apple, Masala Cold and Tangy variants)

• Real Juices in PET (Mango, Mixed Fruit, Guava, Litchi, Anar)

• Dabur Sharbat-e-Azam and Khus Syrup

Food

• Dabur Hommade Red Chilli Pickle (Addition to the Pickles Range)

• Dabur Hommade Sattu

The following were e-comm first/ e-comm exclusive products launched in India:

Health Supplements

• Dabur Kesarprash

• Dabur Vita

• Dabur Honey Tasties

OTC

• Dabur Baby Super Pants (addition to the Dabur Baby Range)

Shampoo & Post Wash

• Vatika Neem & Aloe Vera Shampoo (Germ Protection)

• Vatika Shampoo Refill Pack

Home Care

• Odomos Protect Liquid Vaporiser

Skin Care

• Dabur Vatika Face Wash Range (Neem, Sandalwood and Honey variants)

Food

• Real Chia and Roasted Pumpkin Seeds

New product launches under International Business:

Vatika Nourishing Oil Shampoo Range (Hydrate & Nourish with 100% extracts of Natural Shea Butter for Dry Hair, Detox & Nourish with 100% extracts of Natural Avocado for Dull Hair, Strengthen & Nourish with 100% extracts of Natural Hibiscus for Weak Hair)
Vatika Naturals Shampoo Range (Moroccan Argan, Turkish Black Seed, Spanish Garlic, Spanish Olive, Egg Protein, Indian Henna)
Vatika Hot Oil Treatment Range (Black Seed and Argan)
Vatika Castor Enriched Hair Oil
Dermoviva Skin Superfood (Avocado, Pomegranate and Turmeric)
Dermoviva Range of Facewash, Face Scrub and Face Mask
Dabur Hommade Range (Garlic Paste, Ginger Paste, Ginger Garlic Paste, Tamarind Paste)
Dabur Herbolene Healing Petroleum Jelly (Aloe Vera, Cocoa Butter, Argan)
Dabur GlycoDab Tablets
Dabur Triphala Churna
Dabur Shilajit Capsules
Dabur Tulsi Drops
Dabur Hepano Tablets
Hobby Naturals Liquid Handwash Range
Hobby Style & Protect Range of Shampoos
Hobby Style & Protect Gel Wax
Hobby Style & Protect Keratin Hair Styling Spray
Vatika Baby Shampoo and Massage Oil
Dermoviva Baby Olive Moisturising Lotion
ORS Beard & Hair Men (Beard Cream, Beard Oil, Anti Bump Gel)
Vatika Ayurveda Shampoo and Conditioner Range in US
Dabur Organic Ghee in UK

During the year, the Company continued its focus on its power brands – Dabur Chyawanprash, Dabur Honey, Dabur Lal Tail, Dabur Honitus, Pudin Hara, Dabur Red Paste,

Dabur Amla Hair Oil, Real and Vatika. All power brands (except Dabur Chyawanprash, Dabur Pudin Hara and Dabur Honey) registered strong growths during the year. Dabur

Chywanprash and Dabur Honey reported muted growths on account of the high base of last year.

In terms of distribution, the Company increased its direct reach from 1.28 million to 1.31 million, taking the total reach to 6.9 million outlets. E-commerce continued to be the growth leader and saw its saliency improve during the year. Modern Trade marked a recovery during the year with mobility restrictions easing and increased footfalls.

Village coverage expansion continued with village coverage reaching 89,840 villages from 59,217 villages at the start of the year. This expansion in reach along with the expansion of Project Yoddha, wherein we continue to partner with local representatives in villages to ensure that our brands and products reached every rural household, helped to increase penetration and post strong growth in rural areas.

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

subsidiaries

Dabur Tunisie, a step down wholly owned subsidiary company which was decided to be dissolved during the financial year 17-18, is under process of liquidation and is expected to be completed by December, 2022. Further, Herbodynamic India Limited, wholly owned subsidiary of the

Company has applied for striking off under the provisions of

Section 248 of the Act in April 2022, as it has not commenced any business during the year.

Pursuant to Section 129 (3) of the Act and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the company in the prescribed form AOC-1 has been disclosed in the Consolidated Financial Statements.

The Financial Statements, as required, of the subsidiary companies shall be available on website of the Company at www.dabur.com.

Report on the highlights of performance of Subsidiaries, associates and Joint venture companies and their contribution to the overall performance of the company.

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

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

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

The Company has in place a CSR policy in line with

Schedule VII of the Act. As per the policy the CSR activities are focused not just around the plants and offices of the

Company, but also in other geographical area based on the needs of the communities. The six focus areas where special Community Development programmes were run during the FY 2021-22 are:

1. Corona Support Initiatives.

2. Eradicating hunger, poverty and malnutrition.

3. Promoting Health care including preventive health care.

4. Ensuring environmental sustainability.

5. Promotion of Education.

6. Vocational Training and Women empowerment.

The annual report on CSR activities is furnished in ‘Annexure 7 which is attached to this report.

chanGe in caPital stRuctuRe anD listinG OF shaRes

The paid up share capital of the Company as on March 31, 2022 is Rs.1,76,78,56,483/- divided into 1,76,78,56,483 equity shares of Re.1/- each. The Companys equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). During the year, 4,31,134 equity shares of Re.1/- each were allotted under ESOP scheme of the Company and admitted for trading on NSE and BSE.

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

mateRial chanGes anD cOmmitments aFFectinG the Financial POsitiOn OF the cOmPany

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of

Company to which the financial statements relate and the date of this report.

DisclOsuRes

Number of Meetings of the Board

During FY 2021-22, 5 (five) Board Meetings were held. For details thereof kindly refer to the section Board of Directors - Number of Board Meetings, in the Corporate Governance Report.

Disclosure on audit committee

The details pertaining to the composition of the Audit

Committee as at March 31, 2022 including its terms of reference and attendance of directors at the Committee

Meetings has been provided in the section ‘Committees of the Board - Audit Committee, in the Corporate Governance Report, which forms part of this Report.

All recommendations of Audit Committee were accepted by the Board of Directors.

Conservation of Energy, Technology Absorption,

Foreign exchange earnings and Outgo

Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo are attached as ‘Annexure 8 to this report.

Environmental, Health and Safety (EHS) Review

Details with respect to Environmental, Health and Safety

(EHS) review are attached as ‘Annexure 9 to this report.

annual Return

The Annual Return as on March 31, 2022 in the prescribed Form No. MGT-7, pursuant to section 92 of the Act is available on the website of the Company at www.dabur.com at the link https://www.dabur.com/in/en-us/investor/investor-information/annual-return

Particulars of loans, Guarantees or investments under section 186 of the act

Particulars of loans, guarantees and investments under

Section 186 of the Act as at the end of FY 2021-22 are provided in the standalone financial statements (refer Note No. 46).

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

With reference to Section 134(3)(h) of the Act, all contracts and arrangements with related parties under Section

188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors. No contract or arrangement required approval of shareholders by a resolution. Further, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related

Party Transactions.

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

You may refer to Related Party transactions in Note No. 53 of the Standalone Financial Statements for more details.

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

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit

Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.

Disclosure on Public Deposits

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and Rules framed thereunder.

Disclosure on vigil mechanism

The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The Company has set up a Direct

Touch initiative, under which all directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. Further information on the subject can be referred to in section ‘Policies, Affirmations and Disclosures - Whistle-Blower Policy / Vigil Mechanism of the Corporate Governance Report.

Disclosure on cost Records

Pursuant to provisions of Section 134 of the Act read with Rule 8(5) of the Companies (Accounts) Rules, 2014 it is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained.

Disclosure under sexual harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

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

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

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

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

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

During the year, one complaint was received and disposed of. There was no complaint pending at the end of the year.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and companys operations in future

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.

Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General

Meetings, respectively, have been duly followed by the

Company.

IN DUSTRIAL RELATIONS

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

Acknowledgement

Your Directors place on record their gratitude to the Central Government, State Governments and

Companys Bankers for the assistance, co-operation and encouragement they extended to the Company.

Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board
mohit Burman P. D. narang
Place: New Delhi Director Director
Date : 5 May, 2022 DIN: 00021963 DIN: 00021581