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United Spirits Ltd Management Discussions

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Oct 28, 2026|03:57:35 PM

United Spirits Ltd Share Price Management Discussions

Economy Overview Indian Economy

India continued to demonstrate strong macroeconomic momentum during FY 2025-26, supported by resilient domestic consumption, sustained public expenditure, and a gradual recovery in private sector investments. Indias GDP grew by 7.7% in FY 2025-26, compared to 7.1% in the previous year, as per the Ministry of Statistics and Programme Implementation (MoSPI), reinforcing Indias position as one of the fastest growing major economies globally.

On the external front, India advanced its trade engagement through agreements with key partners including the United Kingdom, the United States and the European Union, aimed at enhancing market access and strengthening trade linkages. These agreements are at various stages of engagement.

In particular, India-UK FTA was a landmark one, aimed at reducing tariffs, expanding market access and deepening economic cooperation.

While global uncertainties and tariff-related pressures moderated export momentum during the year, domestic demand remained the primary driver of growth. Policy focus remained on improving the ease of doing business through GST rationalisation and simplification of compliance frameworks, supporting a more efficient operating environment. Monetary policy also remained supportive, with the Reserve Bank of India reducing the repo rate by 100 basis points in FY 2025-26 to 5.25%, supporting growth and easing liquidity conditions.

Looking ahead, Indias growth trajectory remains structurally strong, led by domestic consumption and supported by ongoing reforms. This provides a favourable backdrop for discretionary consumption categories, including premium and prestige segments within the alcoholic beverages industry.

Source:

https://rbidocs.rbi.org.in/rdocs/ PressRelease/PDFs/ PR20530D3EAF28B417497981BA800A7B3C0DCC.PDF https://www.mospi.gov.in/sites/default/files/press_release/PRESS- NOTE-ON-SAE-2024-25-Q3-2024-25-FRE-2023-24-and-FE-2022-23-M1.pdf

Industry Overview

Indian Alcoholic Beverage Market

Over the past decade, Indias alcoholic beverages industry has experienced steady expansion, supported by rising disposable incomes, rapid urbanisation and shifting consumer lifestyles. Greater alignment with global consumption trends, rising participation of women consumers and a growing LDA population have further supported the gradual evolution of the market.

India TBA and spirits market continues to significantly outperform global growth trends. India remains fundamentally a spirits market, with spirits accounting for ~71% of TBA value, making it substantially larger than beer. While whisky continues to be the largest category and the primary driver of value, emerging categories such as whites are growing at a much faster pace, reflecting an expanding consumer repertoire and increasing experimentation among consumers. Indias outperformance relative to TBA is expected to continue.

Single malts, premium malts and craft spirits are witnessing rising demand, particularly among urban and affluent consumers seeking higher quality and distinctive drinking experiences. Spirits - especially Indian Made Foreign Liquor (IMLL) whisky, rum, vodka, gin and brandy - continue to account for a substantial share of alcohol consumption in the country due to established consumer preferences and strong distribution networks.

The category is witnessing strong momentum driven by expanding consumer repertoires and continuous innovation across segments. Consumers are increasingly exploring new tastes, flavours, categories and experiences, driving demand for greater variety and premium offerings. This has led to a proliferation of new brands, flavour innovations, formats and pack sizes across the market. While global brands are introducing diverse propositions tailored to evolving consumer preferences, Indian brands are also driving innovation through differentiated local offerings.

Distribution channels also play an important role in the structure of the Indian alcohol market. Retail outlets, including government-licensed liquor stores, supermarkets and other organised retail formats, account for a significant portion of total alcohol sales. The growth of modern retail infrastructure has improved product visibility and accessibility for consumers. At the same time, on-premise consumption through bars, restaurants, hotels and entertainment venues continues to contribute significantly to overall demand, particularly in metropolitan cities and tourist destinations.

Looking ahead, the Indian alcoholic beverages market is expected to maintain steady long-term growth through 2035, supported by favourable demographic and socio-economic trends, rising consumption capacity driven by younger population, rising incomes, normalisation of alcohol, premiumisation, and fast-growing repertoire, and the desire for experimentation, supported by continued innovation across product categories. However, the market continues to operate within a complex regulatory environment characterised by state-level variations in taxation, licensing and retail policies, which will also remain a key factor influencing industry structure and future growth.

Source: https://www.theiwsr.com/insight/how-to-win-in-indias-beverage- alcohol-market/

https:// www. market resea rchfuture.com/reports/indian-alcohol- market-25149

Regulatory Scenario in the Indian Market

Indias alcoholic beverage industry operates within a highly decentralised regulatory framework, in which state governments have authority over licensing, taxation, the legal drinking age and retail distribution. This system creates a fragmented environment, as compliance requirements, fees and procedures differ across regions, posing operational challenges for companies that operate nationwide.

In August 2025, the state of Maharashtra announced a revised liquor policy introducing a new low-tax category for grain-based spirits manufactured within the state under the Maharashtra Made Liquor (MML) framework. Eligibility for the category is linked to local manufacturing and ownership criteria, limiting participation by several national and foreign-invested spirits manufacturers operating outside Maharashtra, despite competing in similar consumer segments across the country.

The newly created category operates at highly attractive consumer price points, creating a significant market distortion for national players. The policy has disrupted competitive parity, narrowed consumer choice, and added complexity to production and supply-chain planning for manufacturers with interstate operating models. Over time, such structural asymmetries could also discourage broader industry investment and undermine the principle of a level playing field within the Indian aIcobev sector.

In April 2026, the southern state of Karnataka introduced a landmark excise policy reform. As part of the overhaul, the state transitioned to an Alcohol-in-Beverage (AIB) based taxation structure, levying duties on actual alcohol content rather than total volume. The policy further removed state-administered retail price controls, enabling producers to determine pricing based on market considerations. The state also reduced excise slabs from 16 to 8 for alcobev products, thereby providing greater pricing flexibility to manufacturers. Notably, taxes at the higher end of the spectrum were rationalised, making premium products more accessible to consumers and creating a meaningful segway for premiumisation in one of Indias largest alcobev markets. This structural simplification of the excise framework has the potential to expedite premiumisation trends in the state, auguring well for the industrys long-term growth trajectory.

Taxation remains a major component of the sectors regulatory landscape, with excise duties, value-added tax and additional surcharges contributing to relatively high retail prices. Further restrictions on accessibility, advertising and consumption, including dry days and state-specific prohibitions, create additional variation in market access. In addition, every year several states revise the regulatory framework for alcoholic beverages.

The India-UK Free Trade Agreement, expected to come into force soon, presents a significant opportunity for premiumisation within the Indian alcoholic beverages industry. The agreement reduces import duties on Scotch whisky and gin from 150% to 75%, with a phased reduction to 40% over the next decade. Given Indias position as one of the worlds largest whisky markets, the trade pact is expected to improve accessibility of Scotch for Indian consumers, accelerate premiumisation trends and support growth across the alcobev and hospitality sectors.

Opportunities & Threats

Opportunities

1. Favourable Demographics

Indias alcoholic beverages market is expected to exhibit robust growth as the rising number of young adults enter the legal drinking age. The addition of this large group of young adult consumers, coupled with increasing disposable incomes and evolving lifestyle preferences, is likely to boost demand across product categories. As more young adults of legal drinking age enter the market, their preferences are expected to influence consumption patterns, particularly in premium and aspirational segments.

2. Premiumisation

Rising affluence and aspiration are accelerating the shift towards premium and super-premium alcoholic beverages, thereby creating opportunities for capturing the consumer opportunity through high-value product portfolio accretive to margins.

3. Emergence of Craft and Niche Segments

The rise of craft distilleries and small-batch producers is transforming the industry landscape. Innovative beverage formats, including flavoured spirits, artisanal cocktails and experimental blends, are gaining popularity among urban consumers. Emerging categories, including craft spirits, flavoured products and RTDs, are expanding consumption occasions and attracting new consumers.

4. Sustainability and Eco-friendly Packaging

Growing consumer and business environmental awareness is driving the adoption of sustainable practices across the alcoholic beverages industry. Manufacturers are increasingly focusing on eco-friendly packaging solutions, such as recyclable glass bottles, lightweight materials and environmentally responsible production processes, to reduce their environmental footprint.

5. Modem Retail and Digital Growth

The growth of organised retail and modern trade channels has improved the accessibility of products and market reach for alcoholic beverage brands. Premium retail outlets and specialised liquor stores are playing an increasingly important role in distribution. In addition, digital engagement and direct- to-consumer communication platforms are helping companies strengthen customer relationships and enhance brand visibility.

6. Hospitality and Tourism-driven Consumption

The growth of the hospitality and tourism sectors is expected to further support demand for alcoholic beverages. Premium bars, restaurants, hotels and nightlife venues are increasingly offering curated beverage experiences, encouraging consumers to explore premium and innovative alcoholic products. Tourism- driven destinations are also contributing to the nationwide growth of on-premise consumption.

7. Evolving Social Norms driving Cultural Shift

The gradual decline in social stigma surrounding alcohol consumption, especially among younger adults and women, offers a substantial opportunity for brands to broaden their target audience. This shift in cultural attitudes allows companies to develop and introduce products that align with changing social norms and evolving lifestyle preferences, catering to a more diverse and inclusive consumer base.

Constraints & Threats

1. Fragmented and Complex Regulatory Environment:

The highly decentralised regulatory framework - where each state governs its own excise, licensing and retail policies - remains a major challenge. This fragmentation increases compliance costs, complicates pan-India distribution strategies and raises barriers for scaling. Adverse policy movements are an ongoing risk for any alcobev business in India.

2. High Taxation and Pricing Pressure:

Multiple layers of excise duties, VAT and state surcharges significantly inflate retail prices, which can constrain consumption growth, especially in price-sensitive segments. High taxation also makes premium and imported products less affordable for broad consumer groups.

3. Advertising Restrictions:

Strict regulations on direct advertising - through mainstream media channels - limit brands ability to build awareness and engage consumers. This necessitates alternative marketing approaches, which are less effective and often resource-intensive.

4. Illicit Alcohol

Unregulated alcohol continues to impact legitimate industry growth and consumer safety.

Company Overview

Diageo India, also known as United Spirits Ltd. (hereafter referred to as USL or the Company), is one of Indias leading beverage alcohol manufacturers, recognised for its premium and diversified product portfolio. The Company operates as a subsidiary of Diageo pic, with majority Relay B.V. holding a majority ownership stake of approximately 55.88% of the equity shareholding. USL, headquartered in Bengaluru, has established one of the largest manufacturing networks in the Indian alcoholic beverages industry, operating 34 production facilities across the country. The Company also maintains a robust distribution

ecosystem covering more than 75,000 outlets, supporting wide product availability and efficient market penetration.

USL places sustainability, responsible consumption and community development at the core of its operating philosophy. The Company integrates these principles into its business practices to ensure longterm environmental stewardship, promote safe and responsible drinking and contribute positively to the communities in which it operates. The Company continues to prioritise continuous innovation, portfolio premiumisation and enhanced consumer engagement as central elements of its strategy to drive long-term growth.

USL completed the acquisition of NAO Spirits on 26th June 2025, acquiring a controlling 97.07% stake. NAO Spirits, recognised for its award-winning gin brands Greater Than and Hapusa, will now operate as a subsidiary of USL. During FY 2025-26, USL increased its stake in V9 Beverages Private Limited (Sober), a producer of non-alcoholic spirit alternatives, raising its holding from 15% to 25% on a fully diluted basis.

Product Portfolio

The Companys product portfolio is organised into three primary segments: Prestige & Above (P&A), Popular and Other. USLs product portfolio comprises more than 50 brands across categories such as Scotch whisky, Indian-made foreign liquor (IMFL) whisky, malt, tequila, brandy, rum, vodka and gin. Key brands in the portfolio include Godawan, McDowells No. 1, Royal Challenge, Signature, Antiquity, Black Dog, Directors Special Black, McDowells Rum, McDowells Brandy and McDowells X-Series. USL also distributes several international brands in India under licensing arrangements, including Don Julio, Singleton, Tanqueray, Captain Morgan, Johnnie Walker, J&B, Baileys, Lagavulin, Talisker, VAT 69, Black & White, Smirnoff and Ciroc. During FY 2025-26, the Company achieved sales volumes of approximately 65 million cases, representing a 1.5% increase over the previous year.

Operational and Financial Highlights

In FY 2025-26, USL commenced a strategic review of its investment in Royal Challengers Sports Pvt Ltd (RCSPL), the company that owns the Indian Premier League (IPL) and Womens Premier League teams, including the Royal Challengers Bengaluru franchise. Pursuant to the announcement dated March 24, 2026, RCSPL has been classified as discontinued operations. The transaction remains subject to approval from the Board of Control for Cricket in India, the Competition Commission of India (CCI) and other applicable regulatory authorities. Consequently, consolidated numbers do not include RCSPL, and prior year numbers have also been restated accordingly.

Prestige & Above: During FY 2025-26, the Prestige & Above (P&A) segment contributed 89.6% of the Companys net sales value, reflecting an increase of 1.1% compared to the same period in the previous year. Net sales in the P&A segment grew by 8.6% during this period.

Popular: Meanwhile, the Popular segment accounted for 9.0% of net sales in FY 2025-26, a slight 0.7% decline from the prior year. Net sales in the Popular segment declined by 0.3% over the same period.

Financial Performance (key highlights)

(Rs. in Crores)

Particulars FY 2025-26 FY 2024-25 Y-o-Y (%) Change
Net sales value 12,448 11,573 7.6%
Earnings before interest, tax, depreciation and amortisation (EBITDA) 2,296 2,058 11.6%
Profit Before Tax (PBT)* 2,431 2,121 14.6%
Profit After Tax (PAT) 1,830 1,558 17.5%

*PBT is before exceptional items.

Key Change in Significant Financial Ratios

Particulars Unit FY 2025-26 FY 2024-25
Liquidity ratios
Current Ratio Times 2.0 2.0
Inventory Turnover Ratio Days 41 37
Trade Receivables Turnover Ratio Days 50 46
Trade Payables Turnover Ratio Days 87 81
Profitability ratios
EBITDA Margin % 18.4 17.8
Operating Profit Margin % 20.8 19.1
Net Profit Margin % 14.7 13.5
Return on Equity Ratio/ Net Worth (ROE) % 22.0 21.0
Return on Capital Employed (ROCE) % 28.4 26.4

Business Outlook

USL remains focused on navigating the evolving competitive and regulatory environment through its portfolio-led strategy, enabling agility in responding to changing market dynamics, regulatory developments and evolving consumer preferences while driving sustainable growth. The Company continues to strengthen commercial performance through sharper execution, targeted investments and a proactive competitive approach aimed at driving market share recovery. Consumer insights remain at the centre of planning and decision-making, enabling more focused portfolio, innovation and growth interventions.

USL continues to invest in high-potential growth areas through premiumisation, core brand renovation, enhanced consumer-led marketing execution and strengthening its on-premise presence. The Company is also sharpening focus on the core USL portfolio, while accelerating the luxury portfolio through elevated brand experiences. In parallel, USL is increasing its focus on the white spirits segment as consumer repertoires continue to expand and evolve.

Category participation and category creation through portfolio white spaces remain key focus areas, enabling USL to drive consumer recruitment, expand consumption occasions and shape evolving consumption trends across segments. The Companys franchising approach in select segments is supporting improved capital efficiency, working capital optimisation and margin enhancement, while its strong productivity focus continues to enable healthy reinvestment behind

brands, innovation and long-term growth opportunities. Backed by a strong brand portfolio and disciplined execution, USL remains well positioned to capture long-term growth opportunities in Indias evolving alcoholic beverages market.

Risk & Mitigation Strategies

The Company follows a proactive and comprehensive risk management approach, embedding internal controls, governance, and business integrity into day-to-day operations. A structured enterprise-wide framework enables identification, assessment, prioritisation, and mitigation of risks across strategic, financial, operational (including ESG), compliance, cybersecurity, and emerging areas. Oversight is provided by the Risk Management Committee of the Board, which defines risk assessment, reviews key exposures, and monitors the effectiveness of mitigation strategies. Regular risk assessments and key risk indicators support timely identification and response to evolving risks. Risks are evaluated across short, medium, and long term horizons and categorised based on severity to enable prioritised and agile response. The Company maintains a zero-tolerance approach towards risks impacting safety, product quality, and regulatory compliance, while continuously strengthening controls to enhance resilience and sustain long-term performance.

Human Resources

USL places strong emphasis on building a people-centric organisation by investing in talent development, employee engagement and sustainable workforce practices. The Companys human capital strategy is designed to support long-term business success by strengthening organisational capabilities and creating a high-performance culture aligned with future business requirements. USL employed more than 2,000 permanent employees, including executive staff and permanent workmen.

The Company recognises its employees as key contributors to longterm value creation and remains committed to nurturing internal talent pipelines. USL achieved an internal talent sufficiency level of 49% during FY 2025-26, reflecting its focus on promoting career growth and developing in-house leadership capabilities. Learning and development, succession planning and internal mobility strengthen capability building, while inclusion efforts focus on representation, psychological safety and progressive workplace policies. Performance is managed through a structured framework, supported by holistic wellbeing programmes that cover physical, emotional, financial and social needs. USLs overall voluntary attrition rate stood at 12.7% in FY 2025-26 making us one of the leading organisations in employee retention in the CPG industry. The Companys Equal Opportunity policy promotes diversity in gender, ethnicity, age, sexual orientation and disability representation within the workforce. Women represented 30% of USLs executive workforce and 31% of leadership roles, reflecting steady progress toward gender balance across the organisation. The Company will continue to strengthen its human capital framework by investing in employee capability development, improving engagement initiatives and building an inclusive organisational culture that supports sustainable business growth and operational excellence.

Internal Controls Systems

The Company has established a robust internal financial control framework commensurate with the size, scale, and complexity of its operations, aimed at ensuring reliability of financial reporting and compliance with applicable laws and regulations. The control environment is supported by a structured programme of internal and external audits, along with periodic management reviews. Oversight is exercised by the Board and its Committees to monitor the adequacy and implementation of controls.

The framework is designed to promote orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, and accuracy and completeness of accounting records. Continuous monitoring of the control environment and timely remediation of identified gaps support improved operational efficiency and strengthened governance. The Company continues to strengthen its internal financial control framework through ongoing monitoring, periodic reviews, and timely remediation of identified gaps. This disciplined approach supports robust governance, enhances risk management, and enables the organisation to operate efficiently while responding effectively to evolving business and regulatory requirements.

Q Read more on page 243

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 related to future events and contingent circumstances. Several factors 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.

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