United Spirits Ltd Management Discussions

Economic Overview Global Economy

The global economy stands today at a critical juncture amid substantial policy pivots and uncertainty. A series of developments marked 2024, which saw signs of stabilisation after a prolonged and challenging period of unprecedented shocks. Inflation started coming down from multi-decade highs, and the Labour markets also normalised, with unemployment and vacancy rates returning to pre-pandemic levels. However, major policy shifts are resetting the global trade system and triggering uncertainty that is once again testing the resilience of the global economy. Since February 2025, the United States has announced multiple waves of tari‚s against trading partners, some of which have invoked countermeasures.

These developments come against an already-cooling economic momentum. High-frequency indicators, such as retail sales and purchasing managers surveys, point to slowing growth. The di‚erences in performance across countries is also a matter of concern. These diversities are the result of a variety of shocks, structural characteristics, and policy actions. Within countries too, inequalities in households income gains signal potential vulnerability. In some cases, real GDP has recovered, but real GDP per capita has not.

The inflation outlook as a whole has improved but has not yet fully returned to pre-pandemic patterns, indicating potential high levels of uncertainty. In particular, the e‚ects of the recently imposed tari‚s across countries will depend on whether the tari‚s are perceived to be temporary or permanent, the extent to which firms adjust margins to o‚set increased import costs, and whether imports are invoiced in US dollars or local currency. Cross-country implications will di‚er too. The e‚ects can be significant, since trade tari‚s act as a supply shock on tariŒng countries, reducing productivity and increasing unit costs.

In the absence of structural reform momentum and confronted by headwinds from a range of challenges, global economic performance is expected to remain mediocre. The growth forecast for the coming five years stands at 3.2%, below the 2000-19 historical average of 3.7%. The fact that moderation of medium-term growth is more evident among emerging market and developing economies implies a deceleration in income convergence.

Demographics has emerged as a key and increasingly common driver of these sluggish medium-term growth dynamics. Population ageing is expected to weigh significantly on productivity, labour force participation, and ultimately on growth. Population movements across borders could help alleviate some of the demographic drag, and policies governing these movements can have complex spillovers onto growth. income for Indias middle-class households. The government also allocated a capital expenditure of 11.21 trillion, accounting for 3.1% of GDP and up from 11.11 trillion in FY 2024-25. This reflected the governments sustained focus on infrastructure and economic expansion. With a strong emphasis on self-reliance, adaptability and global integration, India is well-positioned for sustained growth. Key initiatives such as "Make in India", infrastructure development, and supportive policy reforms will continue to drive economic resilience and long-term progress.

Overall, domestic economic activity continues to be supported strongly by revival in consumption and the governments sustained capex push. A pick-up in private consumption, upturn in agricultural activity, continuing resilience of the services sector, high-capacity utilisation, healthy balance sheets of banks and corporates, and the governments continued thrust on capital expenditure augur well for Indias growth outlook. However, the prevailing uncertainty about global trade owing to rising protectionist measures, persistent geopolitical tensions, increasing supply chain pressures, and volatile global financial conditions render the outlook uncertain.

Quite clearly, Indias baseline growth path faces both upside and downside prospects. The upside prospects emanate from revival in corporate investment cycle; improving business sentiments; faster global disinflation; quick resolution of global trade related issues; continued softening of global commodity prices; and an early resolution of the geopolitical conflicts. On the other hand, increasing trade fragmentation due to protectionist policies including higher tariffs; further escalation in geopolitical tensions; volatility in international financial markets; frequent weather-related disturbances; and supply chain disruptions pose downside risks to the baseline growth path.

Source: Ministry of Statistics and Programme Implementation, Reserve Bank of India, Press Information Bureau, Monetary Policy Committee reports.

Global Alcoholic Beverage Industry

The global alcoholic beverage industry is undergoing significant shifts, influenced by evolving consumer preferences and market dynamics. The International Wine and Spirits Record (IWSR) data projects India, China and the United States to be the key drivers of growth in the global alcoholic beverage market. These countries are estimated to collectively add USD 30 billion in value to the industry by 2028, despite the challenges faced in 2023 and 2024.

Among these three countries, India is showing significant growth, particularly in whisky. Markets such as China are experiencing volume declines due to economic factors. In response to the dynamic environment shaped by macroeconomic and regulatory pressures, brands are actively recalibrating their strategies by expanding into emerging markets and promoting innovation across product categories to sustain growth.

Increasing disposable incomes in emerging markets, which have led to higher demand for premium and luxury products, are a key driver of growth in the global alcoholic beverage industry. Consumers are increasingly interested in unique, high-quality, craft and artisanal drinks. At the same time, expansion of e-commerce and retail channels has promoted accessibility for these products. Urbanisation and changing social trends are encouraging more social drinking, while product innovations, such as low-alcohol and uniquely flavoured options, are attracting a wider audience. Marketing efforts, brand positioning, and strong growth in the travel and hospitality sectors are further propelling the industrys growth. To summarise, the major trends seen currently in the industry include a growing shift toward premium products, escalating demand for wellness-focused beverages, and increasing preferences for craft and non-alcoholic options, driven by evolving consumer lifestyles and health-conscious choices.

Indian Alcoholic Beverage Industry

Indias alcohol industry is experiencing accelerated growth, driven by factors such as growing population, favourable demographics, and evolving lifestyles. Increased urbanisation, a growing middle class, and higher disposable incomes are contributing to greater alcohol consumption. Changing social attitudes, including increased acceptance among women in boom towns, are further catalysing expansion in the consumer base. Additionally, as more individuals enter the workforce at a younger age, the demand for premium alcoholic beverages is seeing a marked increase, fuelled by shifting social norms and aspirations for enhanced quality of life.

Premiumisation stands out as a major trend in the Indian alcoholic beverage market, with consumers moving towards higher-quality products. With the affluent consumers tending to explore more brands, propositions that are distinctive and differentiated are gaining traction. Repertoire consumption at the top end of the economic strata continues to increase – fuelling growth for the industry. The influence of on-trade sales, such as in bars and restaurants, is also boosting growth by encouraging consumers to explore premium options. Changing attitudes towards alcohol consumption, including more social and moderate drinking, along with fluctuations in supportive excise regulations, are further fuelling the industrys growth momentum.

The Indian alcoholic beverage market is driven mainly by domestic production, with whisky imports primarily used for blending in Indian Made Foreign Liquor (IMFL). India remains the worlds largest importer of Scotch whisky, with the premiumisation trend anticipated to further increase whisky imports.

The mass media advertising restrictions in the country have prompted the alcoholic beverage industry to emphasise marketing strategies that include point-of-sale promotions, digital media campaigns, and event-based activations to enhance brand visibility and consumer engagement. Experiences and events, therefore, have a much larger role to play for the industry, and Diageo remains at the forefront of bringing such immersive experiences to the Indian consumers – a trend that has further accentuated post Covid. Partnerships with international experiences and artists, which have attracted record turnouts, were a prominent highlight for the alcobev industry in FY 2024-25. These platforms are key to building experiential brand building at scale, with the right omni-channel activations designed to reach out more effectively to the audience. However, as the macro environment continues to remain constrained, consumers are increasingly becoming more discerning, specifically at the middle and bottom end of the funnel. Growth is being driven by value disruptions, with consumers seeking a compelling value proposition. In this scenario, distinctive packaging, accessible liquids – with the right narrative and distinct flavour profiles, coupled with pack-price disruptions, are the key to drive growth in the category. The Indian alcoholic beverage market, estimated at ~USD 56 billion in 2024, is projected to grow at a CAGR of 7.2%, reaching USD 112 billion by 2034, nearly doubling in size over the decade. The Spirits segment, particularly vodka, whisky, and rum, is projected to play a vital role in this expansion, with an estimated valuation of ~USD 51 billion by 2034. India ranks 40th globally in alcoholic beverage exports, and has significant opportunities for expansion, particularly in key markets such as the UAE, Singapore and Africa. The government is actively supporting this growth through initiatives like participation in global trade shows and improving market access. Regulatory reforms and privatisation are expected to further drive the sectors expansion, unlocking substantial economic potential.

Source: Kantar, wrightresearch.in, futuremarketinsights.com

Regulatory Scenario in the Indian Market

Despite alcoholic beverages holding a deep cultural and historical significance in India, the industry operates within a complex regulatory framework, governed by both central and state laws. The Food Safety and Standards Authority of India (FSSAI), under the Ministry of Health & Family Welfare, regulates the sector through the Food Safety and Standards (Alcoholic Beverages) Regulations, 2018, which came into effect on April 1, 2019. These regulations aim to ensure consumer safety, uphold quality standards, and provide a structured approach to industry oversight. Indias alcoholic beverage industry operates within a dynamic regulatory landscape, with state-specific laws shaping production, distribution and sales. While excise duties, licencing requirements and advertising restrictions present challenges, they also stimulate innovation in marketing and brand positioning. Evolving policies, and a growing focus on responsible consumption, will catalyse opportunities for businesses to adapt and thrive in a more structured and compliant environment.

Recent policy changes have introduced significant shifts in the industry, creating a favourable environment for the growth of the Indian alcoholic beverage market. The most significant and welcome development has been in the State of Andhra Pradesh, where change of government in 2024 paved the way for premium brand owners to re-enter the market. This led to USL commencing business in the state after a 5-year long hiatus. Another major change was witnessed in the State of Uttar Pradesh, which introduced a reform with respect to liquor retail shops in its FY 2025-26 policy. Outlets that earlier sold only beer or foreign liquor will now be composite and are allowed to sell both in view of the policy change. This has almost doubled the reach for Spirits, with the significant increase in the number of outlets. In Karnataka, the government notified new slabs for additional excise duty, leading to a reduction in the price of select premium liquor brands from July 1, 2024. At the national level, the GST Council, in its 53rd meeting on June 22, 2024, recommended amendment to Section 9(1) of the CGST Act to exclude extra-neutral alcohol (ENA) from GST, providing much-needed clarity and reducing tax litigation for the industry. The governments move to address tax shortfalls from trade practices is expected to strengthen economic stability, while the budget has set the stage for a more resilient and inclusive economy.

Another landmark development during the year was the India-UK Free Trade Agreement, which was in the works since 2022. The trade pact has reduced duty on import of Scotch whisky and gin from the UK to half - at 75% from 150% earlier. This will gradually reduce to 40% over the next 10 years. India is amongst the worlds largest whisky markets, and this agreement will enable improved accessibility of Scotch for Indian consumers and boost the growth of alcobev and hospitality industries.

Opportunities

The Indian alcoholic beverage industry presents significant growth opportunities at the back of rising disposable incomes, expanding middle class, young population, and evolving consumer preferences toward premium and innovative products. Key opportunities include:

• Premiumisation: Consumers are increasingly prioritising quality over quantity, catalysing significant demand for premium and super-premium alcoholic beverages. Major brands are capitalising on this trend by expanding their high-end product portfolios, and launching innovative offerings that cater to local tastes and evolving consumer preferences.

• Innovation in Product Development: The growing popularity of flavoured alcoholic beverages, low-alcohol options and mixers presents opportunities for product diversification. Industry leaders are continuously exploring innovative formulations to cater to evolving consumer preferences, particularly among younger demographics.

• Digital Engagement and E-Commerce: The growing influence of digital platforms offers avenues for direct consumer engagement, brand loyalty, and targeted marketing. E-commerce and social media campaigns are aiding many companies in expanding their reach and strengthening their brand positioning.

• Expansion into Tier II and III Cities: There is strong potential for growth in tier II and tier III cities, where rising income levels and evolving social norms are driving increased alcohol consumption. Strengthening distribution networks and forging strategic partnerships with local retailers will lead to improved market penetration, increased product accessibility, and sustained growth across diverse consumer segments.

• Women: Women are emerging as a key driver of societal change, building a more inclusive consumption narrative. Going beyond women as a target audience, this implies a cultural transformation in a highly stratified society, which is becoming more equal and inclusive.

• Regulatory and Policy Tailwinds: Recent policy changes have created a more favourable business environment, offering opportunities for industry players to expand operations and streamline supply chains. Many organisations would leverage these regulatory shifts by refining their market strategies, enhancing compliance frameworks, and exploring new growth opportunities to drive long-term sustainability and expansion.

Challenges

The Indian alcoholic beverage industry faces several challenges that impact its growth and operational dynamics. Key challenges include:

• Compliance and Taxation Complexity: The industry operates under stringent regulations that vary across states, making compliance and distribution challenging for businesses. Navigating these diverse policies requires careful strategic planning and a high degree of adaptability. The varying tax structures across different states lead to significant price differences, which in turn impact both the affordability of alcoholic beverages for consumers and the profitability of manufacturers.

• Cultural Sensitivities: Cultural sensitivities surrounding alcohol consumption continue to pose challenges in certain communities, where social norms and traditions discourage its acceptance.

This stigma can restrict market expansion, impact consumer demand, and necessitate the adoption of localised strategies by brands to build trust and engagement in these regions.

• Health Consciousness: Growing awareness of health risks associated with alcohol consumption is driving a shift toward low-alcohol and non-alcoholic alternatives, forcing traditional beverage companies to adapt with agility to evolving consumer preferences.

• Illicit Market Competition: The presence of unregulated and illegal alcohol sales significantly affects the revenue of legally operating businesses by creating unfair competition and reducing their market share. This also poses serious risks to consumer safety and quality control, as unregulated products may not adhere to established health and safety standards.

Company Overview

United Spirits Limited (hereafter referred to as ‘USL or ‘the Company) is the one of the largest alcoholic beverage company in India, and a prominent player in the consumer goods sector. USL manufactures, sells and distributes beverage alcohol, offering a diverse portfolio of 50+ Brands across scotch whisky, IMFL whisky, malts, tequila, brandy, rum, vodka and gin. Diageo Relay B.V., a wholly-owned subsidiary of Diageo plc, holds a 55.88% shareholding in the Company.

USL has 36 active manufacturing facilities (including third-party) across India, supported by a robust distribution network of over 90,000 outlets where products are available, ensuring seamless product availability and extensive market reach. The Company promotes growth in the Prestige and Above (P&A) segments by augmenting its high-end offerings, while also maximising value in the popular segment to cater to diverse consumer preferences. USL benefits from a strong distribution network and an industry-leading market route, with more than 85% of its total branded spirits sales value coming from the P&A portfolio. USL remains focused on driving growth in the P&A segments, while optimising value from its brands in the popular segment.

Product Portfolio

USL sold ~64 million cases during FY 2024-25. We own several marquee brands, including Godawan, McDowells No.1, Royal Challenge, Royal Challenge American Pride, Signature, Antiquity, Black Dog, Directors Special Black, McDowells Rum, McDowells Brandy and McDowells X-series. Additionally, under various licensing agreements, we import, manufacture, distribute and sell iconic Diageo brands in India, such as Don Julio, Singleton, Tanquery, Captain Morgan, Johnnie Walker, J&B, Baileys, Lagavulin, Talisker, VAT 69, Black & White, Smirnoff and Ciroc.

Operational & Financial Highlights

During FY 2024-25, the Company strengthened its portfolio with several key product launches and strategic market expansions. The year saw the launch of the X-Series, McDowells non-whisky portfolio in salient markets and receiving an encouraging response, while Don Julio tequila continued its strong momentum, available in over 20 States as of March 2025. High-visibility events, such as the ‘Day of the Dead, and year-end celebrations played a crucial role in strengthening brand engagement. These exciting activations attracted widespread attention and successfully reached an audience of approximately 12 million through earned media, further enhancing brand visibility and consumer connection.

In another notable development during the year, Smirnoff vodka introduced new flavours – Mirchi Mango, Zesty Lime and Minty Jamun – which received a positive initial response. We also planned rapid expansion into key markets, with a strong focus on generating trials and repeat purchases. Additionally, the launch of the 180 ml pocket pack of Royal Challenge in Assam, Rajasthan and Maharashtra further enhanced accessibility and convenience for consumers. Our premium innovation efforts also included the launch of a 375 ml hipster pack of Royal Challenge American Pride in select markets, and a limited-edition beer-flavoured whisky - RC Play, in Maharashtra, Assam, Madhya Pradesh, Goa and Uttar Pradesh.

In line with our premiumisation strategy, we made strategic investments in Inspired Hospitality, V9 Beverages and Indie Brews & Spirits to expand our presence in the premium Indian craft segment. These partnerships with innovative startups align with our vision of strengthening our portfolio by offering consumers a wider selection of high-quality brands. Also, in July 2024, through our collaboration with the Taj Group of Hotels, we introduced an exclusive edition of Godawan whisky, crafted for Taj Palaces, reinforcing brands luxury positioning. During the year, Godawan has successfully scaled to 16 states, with recent launches in West Bengal and New Delhi further expanding its consumer reach. The brand continues to earn global recognition, securing over 85 awards, including a gold and silver medal at Spirit Selection Cereal Malt Beverage (CMB) 2024. In December 2024, Baileys partnered with SMOOR to launch a premium dessert collection, now available in Mumbai, Pune, and Bengaluru, emphasising the brands indulgence and versatility.

FY 2024-25 was also a year that saw the establishment of The Good Craft Co Flavour Lab in Bengaluru, to serve as a hub for craft spirit startups and impart education within the industry. This initiative underscores our commitment to showcasing the best of Indias craft sector while nurturing innovation and excellence. Several of our leading brands received notable industry recognitions during the year, with Baileys and Don Julio winning the silver category at the 30 Best Bars Awards 2024 for their popularity in premium bars and restaurants across India.

During FY 2024-25, we recorded sales volumes of 64 million cases, marking a 4.1% increase over the previous year. Our net sales grew by 8.2% Y-o-Y to 11,573 Crores, driven by continued premiumisation, resilient consumer demand, and the competitive performance of our innovation and renovation offerings. The P&A segment accounted for 83% of total volumes (compared to 82% in the previous year) and 89% of net sales (up from 87%). Net sales in the P&A segment grew by 9.9%, with strong double-digit growth in higher-value subsegments. The Popular segment represented 17% (vs 18% in the previous year) of total volumes and 10% (vs 10% in the previous year) of total net sales during the financial year ended March 31, 2025.

The total net sales value for the year stood at 11,573 Crores as compared to 10,692 Crores in FY 2023-24. EBITDA was at

2,058 Crores as against 1,708 Crores in the previous year. We posted Profit Before Tax (PBT) before exceptional items at 2,121 Crores, in comparison with 1,703 Crores in FY 2023-24. Profit After Tax (PAT) stood at 1,558 Crores, up from 1,312 Crores in the previous fiscal year.

Our performance and growth during the year manifests the excellence of our broad-based portfolio with a national reach. At the same time, it sharply demonstrates our ability to capitalise on opportunities that arise in the normal course of business. Fiscal year 2025 also marked our re-entry into the state of Andhra Pradesh after a five-year hiatus. We commenced business on ground in record time, exemplifying our agility along with operational and commercial excellence. Navigating various regulatory changes, we swiftly moved into the market and were able to serve consumers with efficiency, demonstrating our ability to tap into opportunities with speed and precision.

During the year, we delivered a well-balanced product mix, with our premium and popular offerings across the price ladder supporting our growth and enhancing our competitiveness in the market. This strategic diversification enables broader market penetration for the Company, while catering to diverse consumer needs. Furthermore, our strong balance sheet and net cash surplus of 3,089 Crores (including current investments and term deposits), as of March 31, 2025, provide us with the financial strength to make value-accretive business decisions efficiently.

Financial Performance (key highlights) (in Crores)

Key Financial Ratios

Business Outlook

USL continues to be a leader in Indias Alcobev industry, driven by a strong portfolio and strategic guidance from the parent, Diageo plc. We remain strategically focused on enhancing our capabilities through organisational and distribution reforms, brand promotions, supply chain efficiencies, and portfolio optimisation. At the same time, we continue to invest proactively in promoting an inclusive work environment – an imperative for sustained and sustainable growth.

Our efforts are centred around accelerating the growth of our core brands, enhancing our route-to-consumer strategy, and leveraging economies of scale to strengthen our competitive edge. Also, as a responsible organisation rooted in ethics and integrity, we continue to uphold the highest standards of corporate responsibility. Our integration with Diageos brand portfolio has further reinforced our leadership in both volume and value terms.

While we remain cautiously optimistic about short-term demand, our strategic activation plans and ongoing expansion efforts in Andhra Pradesh are yielding positive outcomes. Looking ahead, we remain confident about Indias consumer market potential, and will continue to leverage premiumisation, innovation and execution excellence to drive long-term value creation for all our stakeholders.

Risk & Mitigation Strategies

USL strives to maintain its position as Indias leading consumer products company, with an ambition to be one of the best performing, most trusted and respected consumer products organisations in the country. We acknowledge the importance of effective risk management to achieving this vision, as it enhances the overall resilience of our business. Our approach to risk management is proactive and comprehensive, integrating internal controls and business integrity to protect assets and support informed decision-making. We actively identify and address crucial risks that could impact our performance or reputation, such as regulatory changes, cybersecurity threats, and environmental concerns. The Risk Management Committee of the Board oversees our risk framework, and defines the Companys risk tolerance and monitoring mitigation strategies. We maintain a zero-tolerance policy towards risks that could harm individuals, compromise product quality, or breach regulations. We consistently evaluate risks across short-, medium-, and long-term, categorising them as high, medium, or low, to ensure sustained organisational agility in tackling emerging and prevailing challenges. Through structured policies, documented controls, and a culture of accountability, we are continually enhancing our ability to effectively navigate uncertainties while seizing growth opportunities.

Human Resources

Our people-centric initiatives are designed to nurture our Human Capital and help build USL as an organisation of the future. We have total permanent workforce (executive workforce and permanent workmen) over 2,400 and we continue to maintain cordial industrial relations as we explore areas for enhancing productivity.

Recognising our employees as the important enablers of our long-term success, we remain committed to promoting a high-performance culture in the organisation. It is our continuous endeavour to develop and promote internal talent, and in FY 2024-25, we achieved an internal sufficiency of 52%. We strive to create a positive experience, continuously communicate with the employees, and gather feedback on the organisational practices, ways of working, and their overall experience at USL, thereby incubating a work culture that promotes individual and collective growth. Our overall attrition stood at 13.5% in FY 2024-25 (down by 0.8% compared to FY 2023-24).

Our commitment to fostering an inclusive and diverse work culture is unwavering, and our HR policies are focused on attracting, developing and retaining diverse talent. Our Equal Opportunity policy outlines our commitment to embracing diversity in the broadest possible sense, encompassing gender, ethnicity, age, sexual orientation, and disability. Our overall gender representation in the executive workforce stands at 28%, while gender representation in leadership roles is 30%.

Internal Controls Systems

USL has implemented an extensive programme of internal and external audits, supported by periodic management reviews, to ensure strict adherence to best practices. The Board provides oversight monitoring, further strengthening the Companys internal control environment. Our management has conducted a thorough assessment, and has confirmed that internal controls over financial reporting are operating effectively by following the required procedures. Additionally, regular reviews of the control framework enable the identification and timely resolution of any issues, thereby minimising risks and enhancing the overall operational efficiency.

We have in place a robust internal control system aligned with the nature, size and complexity of our operations. Stringent and comprehensive controls have been implemented to ensure:

• Efficient and effective use of resources.

• Compliance with applicable laws, regulations, and statutes.

• Safeguarding of assets and interests.

• Proper approval, registration and reporting of transactions.

• Reliability and consistency of accounting data.

Cautionary Statement

This document contains ‘forward-looking statements. These statements can be identified by the fact that they do not relate only to historical or current facts. In particular, forward-looking statements include all statements that express forecasts, expectations, plans, outlook and projections with respect to future matters, including trends in results of operations, margins, growth rates, overall market trends, the impact of changes in interest or exchange rates, the availability or cost of financing to USL, anticipated cost savings or synergies, expected investments, the completion of USLs strategic transactions and restructuring programmes, anticipated tax rates, expected cash payments, outcomes of litigation, anticipated deficit reductions in relation to pension schemes, and general economic conditions. By their nature, forward-looking statements involve risks and uncertainties as they relate to future events and contingent circumstances. There are several factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including factors that are outside USLs control. USL neither intends to, nor assumes any obligation to update or revise these forward-looking statements in the light of any developments which may differ from those anticipated.