Globus Spirits Ltd

During the year under review, the standalone revenue stood at C 2,536 Crore compared to C 2,415 Crore in the previous year, a growth of 5% Year on Year. The standalone PBT stood at C 35 Crore compared to C 92 Crore in the previous year. The Basic Standalone EPS of your Company stood at C 8.65, compared to C 33.58 in the previous year, while the Diluted Standalone EPS was C 8.61, as against C 33.51 in the previous year.

In the year under review, amidst persistent geopolitical and economic challenges, the global economy faced elevated levels of uncertainty, putting the resilience of major economies to the test. Advanced economies recorded modest growth, constrained by prolonged tight monetary policies. In contrast, emerging markets led by India played a critical role in sustaining global economic momentum, supported by strong domestic demand, ongoing structural reforms, and sustained government expenditure. According to the World Bank's Global Economic Prospects June 2025 report, India's real GDP growth remained healthy at 6.5% in 2024.

In Fiscal Year 2025, your Company's standalone business recorded a 5% year-on-year growth in Net Revenue, reaching C 2,536 crore, driven by stable business operations and continued momentum in the Prestige & Above segment. EBITDA for the year stood at C 163 crore, with EBITDA margins at 6%, impacted by elevated input costs and growth expenses in the Prestige & Above segment. The Net Profit for the year under review was C 25 crore. In Fiscal 2025, the Consumer Business accounted for 39% of the Company's Total Revenue. In the Regular & Others segment, your Company maintained strong performance in key markets such as Rajasthan, with by healthy EBITDA margins and strong return ratios, driven by a fast-moving cash cycle and a low asset base. Additionally, the Company's entry into the Uttar Pradesh market in this category is expected to contribute positively in the year ahead. The Prestige & Above segment gained strong momentum, contributing 13% to the Consumer Business revenue. Your Company successfully entered new categories, like Single Malt Whisky with DOAAB and Beer segment via a joint venture, marking a strategic expansion aligned with its long-term growth vision. The Company has a robust portfolio, comprising 11 brands across 9 states. Fiscal 2025 was a milestone year for this segment which surpassed the revenue target of C 100 crore and achieved a topline of C 129 crore. Profitability continues to improve with rising volumes, and efficient operations. This segment is expected to drive the next phase of your Company's growth trajectory.

In Fiscal 2025, the Manufacturing Business accounted for 61% of the Company's Total Revenue. This segment encountered headwinds due to elevated input costs. However, your Company was able to effectively navigate these challenges, leveraging the operational flexibility and efficiency of its fungible manufacturing facilities. The rice supply policy announced by the Food Corporation of India (FCI) towards the end of FY25 is expected to positively impact the segment by improving the overall supply-demand balance for rice. The Company was also able to mitigate certain risks by procuring maize as an alternative, thereby diversifying its raw material mix.

In April 2024, your Company commissioned a new bottling line in the state of Uttar Pradesh. This strategic expansion will be further supported by planned capital expenditure for setting up a 100 KLPD distillation facility, designed to be fungible between molasses and grain. Scheduled for completion by Q3 FY26. With a strong foundation and deep industry expertise, your Company is well-positioned to unlocking new growth avenues, especially in the Consumer Business segments.

Your Directors are pleased to recommend dividend of Re.2.76/- , i.e. 27.60% per equity share of the company for the year 2024-25.

The Company has not accepted or invited deposits covered under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014 from any person during the year under Report.

During the year, Dr. Bhaskar Roy, have resigned from the Board of Directors of the company w.e.f. 19^th May 2025. The Directors place on record their appreciation of the valuable contribution made by them. And Mr. Amitabh Singh and Mr. Rajesh Kumar Malik have been inducted as Additional Director (Executive) in the Board of Directors of the company w.e.f. 19^th May 2025.

Sh. Shekhar Swarup, Executive Director of the company, retire by rotation and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

Your Company has one subsidiary viz., M/s Bored Beverages Private Limited (Indian subsidiary).

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiary is set out in the prescribed form AOC-1, which forms part of the annual report.

As per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-II to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided the Corporate Governance Report which forms part of this report. The policy on Corporate Social Responsibility as approved by the Board of Directors is available on the website of the Company www.globusspirits.com.

The Nomination & Remuneration Policy as approved by the Board on recommendation of the Nomination & Remuneration Committee is available on website of the Company www. globusspirits.com.

Pursuant to the provisions of Section 139 (1) and (2) of the Act 2013, M/s Walker Chandiok & Co. LLP, Chartered Accountants, New Delhi, having ICAI Firm Registration No. 001076N/N500013, the Statutory Auditors of the Company was appointed in 30^th AGM of the company to hold office till the conclusion of 35^th AGM of the Company at the remuneration to be fixed by the Board of Directors / senior management of the Company, in addition to applicable taxes and actual out of pocket expenses incurred in connection with the audit of the accounts of the Company.

The notes on accounts appearing in the schedule and referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments or explanations. There are no adverse remarks/qualifications in the auditor's report.

The board has appointed M/s JSN & Co., Cost Accountants, having Firm's registration no. 455, its office at 462/1, 1^st Floor, Old MB Road, Lado Sarai, New Delhi-110030, as Cost Auditor for conducting the Cost Audit for the financial year 2025-26. The audit committee recommended his appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

Secretarial Audit Report has been annexed herewith & forms part of the Annual Report. The board has appointed M/s Sheetal & Co., Company Secretaries in Practice, a Peer Reviewed Firm, bearing Membership No. F10780 and COP No.15204, having its office at Plot No.8-B, 2^nd Floor, Manohar Park, East Punjabi bagh, New Delhi-110026, as Secretarial Auditor of the company for conducting the secretarial audit for a period of 5 financial years w.e.f. the Financial Year 2025-26. The said appointment of Secretarial Auditor by the Board is required to be ratified by the members at the AGM as per the requirement of the Companies Act 2013 and SEBI (LODR) Regulation, 2015.

Statement pursuant to u/s 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of top ten employees are as follows :-

1. The percentage of equity share holding mentioned as above is as on 31^st March 2025.

2. None of the Directors or employees are inter related to each other except Sh. Ajay K. Swarup, Managing Director of the company is the father of Sh. Shekhar Swarup, Joint Managing Director of the company.

The Employee Stock Option Scheme was approved by the shareholders in the Annual General Meeting held on September 24, 2021. Total 2,87,992 Options were approved under the Employee Stock Option Scheme. Disclosure under SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 regarding details of the "ESOP 2021" is given in Annexure-III. The Employee Stock Option Scheme containing all the relevant terms & conditions can be access at https://www.globusspirits.com/investors_corporate_ governance.php.

Annual Return of the Company in Form MGT-7, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on Company's website www.globusspirits.com and can be accessed through link https://www.globusspirits.com/ investors_corporate_governance.php.

Particulars as required under Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure I and form part of this report.

Management's Discussion and Analysis Report has been annexed & forms part of the Annual Report.

1. That in preparation of the Annual Accounts for the financial year 2024-25, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at 31^st March, 2025 and of the results of the Company for that period.

3. That the directors 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.

4. That the directors had prepared the Annual Accounts for the financial year 2024-25 on a going concern basis.

5. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly ; and

6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

4 meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.

Composition and other details pertaining to various Committees of the Board of Directors have been disclosed in the Corporate Governance Report.

All the Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in Corporate Governance Report which forms part of this Report.

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by the Managing Director and forms part of the Annual Report.

Your Company has adopted a comprehensive ‘Code of Conduct to Regulate, Monitor and Report of Trading by Insiders' and also a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' relating to the Company, under the provisions of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors have approved and adopted the ‘Code of Conduct to Regulate, Monitor and Report of Trading by Insiders' and a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information'.

None of the Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015 except Sh. Shekhar Swarup (Joint Managing Director) is the son of Sh. Ajay Kumar Swarup (Managing Director) of the Company.

The company has a mechanism for annual performance evaluation of every Individual Directors and the Board as a whole as well as its various committees.

The details of Loans, Guarantees & securities, if any, given and Investments, if any, made, are forming part of Notes to the Financial Statements of the company.

All the provisions of Secretarial standards has been complied by the Company during Financial Year 2024-25.

The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on arm's length basis. The details are mentioned in the notes to accounts of the financial statements. Policy on materiality of Related Party Transactions can be accessed on the company's website www.globusspirits.com.

The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

The Company has a Risk Management Committee & also it has in place a Risk Management Policy to deal with various risks arising in the course of business. The key responsibilities of Risk Management Committee are namely, Identification of risks, Implementing and monitoring the risk management plan for the Company and reframe the risk management plan and policy as it may deem fit, lay down procedures to inform Board members about the risk assessment and minimization procedures, Monitoring and reviewing of the risk management plan from time to time and activities as may be required to be done under the Companies Act 2013 or SEBI listing Regulations.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received on sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint on sexual harassment was received during the period under review.

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.

As required under Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy. This policy can be viewed on the Company's website at https://www.globusspirits.com/documents/key-policies/ Dividend%20Distribution%20Policy-GSL.pdf.

During the year under review, the Company was not liable to transfer any amount to the Investor Education and Protection Fund (IEPF).

The information required under section 197 of the Companies Act, 2013 and the rules made there under, in respect of employees of the Company, is follows :-

considered for all the employees even though any employee has worked for less than 12 months

7 .30% (Since there is lot of variation in the no. of during the current year as compare to previous year, comparison of the exact median remuneration may not be accurate.)

(d) The number of permanent employees on the rolls of Company as on 31/03/2025: 975

T he average increase in salaries of employees than managerial personnel in 2024-25 was 8.5% of approximately. Percentage increase in the managerial remuneration for the year was also approximately 12.80%.

T he Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the Company by the Central & the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.