Allied Blenders & Distillers Ltd

Dear Shareholders,

Your Directors have pleasure in presenting their 17^th (Seventeenth) Annual Report on the business performance and operations of the Company ("the Company" or "ABDL") along with the Audited Financial Statements for the financial year ended March 31, 2025 (‘the Year? or ‘FY 2025?)

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

The Audited Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the applicable Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 ("the Act") and other recognized accounting practices and policies to the extent applicable. The Company?s performance during the financial year under review as compared to the previous financial year is summarized below:

2. DIVIDEND

The Board of Directors (‘the Board?) are pleased to recommend a final dividend of 3.60/- (Rupees Three and Sixty Paise Only) per equity share having the face value of 2.00/- (Rupees Two Only) each fully paid up, i.e., (180%) for the financial year ended March 31, 2025. The dividend is, subject to the approval of the Members at the Annual General Meeting ("AGM") to be held on Tuesday, July 8, 2025 will be paid on or after Wednesday, July 9, 2025 but within a period of Thirty (30) days from the date of Declaration at AGM to the Members whose names appear in the Register of Members, as on the record date, i.e. Friday, June 27, 2025.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

In accordance with the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"/ SEBI Listing Regulations] and any amendments thereto, your Company have formulated a Dividend Distribution Policy, which sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. The policy is hosted on the Company?s website and can be accessed at www.abdindia.com.

3. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the financial year ended March 31, 2025 in the distributable retained earnings.

4. STATE OF COMPANY?S AFFAIRS AND REVIEW OF OPERATIONS:

Financial Year 2024-25 marked a significant milestone as our first financial year as a listed entity, distinguished by record financial performance and the successful execution of several strategic initiatives aligned with our sustainable growth agenda.

Your Company achieved sales of 33.1 million cases in FY 2024-25, growing at 4.7%, ahead of the industry growth of 1.6%. At a consolidated level, Income from Operations increased by 6.2% year-on-year to 3,54,075.18 lakhs, led by robust growth in the Prestige & Above (P&A) category and further supported by solid performance in the Mass Premium segment.

We delivered our highest-ever EBITDA of 45,142.82 lakhs, reflecting a substantial growth of 81.7% over FY24, underpinned by a 512-basis point improvement in gross margins—rising to 42.1% in FY25 from 37.0% in FY24.

Net Profit reached a record 19,484.56 lakhs, a significant turnaround from 182.89 lakhs in FY24.

Our P&A salience strengthened to 40.4% in FY25 from 37.3% in the previous year, driven by the strong momentum of ICONiQ White.

Officer?s Choice Whisky maintained its esteemed global standing as one of the largest whisky brands by volume and continues to feature among the top 10 global spirits brands, as per Drinks International Magazine – The Millionaires? Club (CY2024).

With sales of 18.3 million cases in FY25, the brand retains its leadership in the mass premium whisky segment, commanding a market share exceeding 35%. Officer?s Choice also continues to be India?s #1 exported spirits brand, with established leadership in the Middle East and a steadily expanding footprint across African markets.

Our flagship brand holds a strong emotional connect with both Indian and global consumers. Its growing reach has been enabled by enhanced retail visibility, impactful in-store displays, and targeted consumer engagement initiatives.

Officer?s Choice Whisky remains the preferred and trusted choice in the mass premium segment, owing to its consistent quality and value proposition. The brand delivered gross margins more than 40%—the highest in the mass premium whisky category.

ICONiQ White Whisky continued its extraordinary growth trajectory, earning the title of The Fastest Growing Millionaire Spirits Brand in the World for the second consecutive year in CY2024, as per Drinks International – The Millionaires? Club. The brand also ranked among the top 20 global whisky brands, further cementing its rising stature in the global spirits landscape.

ICONiQ White is distinguished by its exceptional blend, modern and minimalistic packaging, and its sharp positioning as a unisex, youth-centric brand. Crafted with precision, its unique white design breaks conventional category codes, appealing strongly to India?s younger, aspirational consumers. The brand embodies contemporary style and cultural relevance. In FY25, we introduced a limited-edition ICONiQ Winter Whisky in Maharashtra, conceptualised as a ‘whisky made for winter?, infused with warming ingredients that offer a rum-like experience — a category innovation designed to drive seasonal relevance.

ICONiQ White achieved a remarkable sales milestone of 5.7 million cases in FY25, reflecting a 150.6% growth over FY24 sales of 2.3 million cases. Packaging innovations such as the Hippy Pack have further reinforced the brand?s connect with younger audiences, combining sleek design with portability to enhance on-the-go consumption appeal.

Officer?s Choice Blue, our deluxe whisky offering, continues to maintain its position as a regional power brand within the Prestige & Above (P&A) segment, underscoring its sustained consumer relevance in key markets.

Sterling Reserve B7 remained a significant contributor to our portfolio. Since its launch in 2017, B7 has evolved into a symbol of quality, craftsmanship, and contemporary appeal in the whisky category. A refined blend of imported Scotch malts and select Indian grain spirits, B7 delivers a nuanced experience through its seven distinctive tasting notes.

It ranks among the top 20 global whisky brands by volume currently holding the position of the fourth-largest brand in India?s semi-premium whisky segment. FY25 marked a defining chapter for the brand with the rollout of its first major packaging refresh since inception. The new design, coupled with an enhanced blend, reflects the brand?s continued commitment to delivering elevated, premium experiences to its growing consumer base.

Srishti is a distinctive Indian admix whisky infused with golden saffron (Curcumin)—a timeless symbol of tradition, trade, and royalty. It is thoughtfully positioned to appeal to value-conscious, experience-seeking consumers, offering a unique proposition that blends indulgence with deep-rooted Indian heritage. Srishti encourages semi-premium whisky consumers to trade up by delivering a product that is both culturally resonant and sensorially rich.

Sterling Reserve B10, a premium whisky offering from ABD, continues to be recognised for its refined taste and superiorquality.Thebrandenjoysstrongconsumerequity, particularly within the Canteen Stores Department (CSD) and paramilitary channels, reinforcing its reputation in trusted, high-volume institutional markets.

Kyron Premium Brandy, a key player in our premium brandy portfolio, remains an area of strategic focus. During FY25, we intensified efforts to expand Kyron?s geographic footprint while simultaneously deepening distribution and visibility in existing ones to drive market share gains.

Golden Mist Brandy is crafted for today?s discerning consumers who value a refined blend of tradition and sophistication. Positioned to deliver elevated taste experiences, the brand enhances our premium portfolio beyond whisky and reinforces our presence in the Prestige & Above segment.

A key differentiator for Golden Mist is its distinctive packaging innovation—the introduction of a 180 ml Hippy Pack, making it the only brand in its category to offer this convenient, contemporary format alongside traditional glass bottles.

Launched in April 2025 in Karnataka, Golden Mist aims to capitalise on the growing demand for premium brandy in key southern markets, further expanding our footprint in this high-potential segment.

Expanding the Super-Premium to Luxury Portfolio

FY25 marked a strategic leap in our journey towards premiumisation with the establishment of ABD Maestro Private Limited a dedicated super-premium to luxury vertical launched in partnership with Bollywood youth icon, Ranveer Singh. This initiative reflects our intent to build a high-margin, high-growth portfolio that resonates with new-age consumers seeking elevated and experiential offerings.

We made significant strides through both organic innovation and strategic acquisitions:

Brand Building: We launched Arthaus, our first luxury

Blended Malt Scotch Whisky, crafted from a blend of Single Malts from Speyside and the Highlands. Inspired by the Bauhaus Movement, Arthaus represents a confluence of artistic expression and craftsmanship, delivering a rich, balanced profile of depth and sophistication.

Super-Premium Gin Innovation: Our flagship super-premium gin, Zoya, crafted from 100% grain and natural spirits, delicately balances juniper with 12 botanicals. In FY25, we expanded the portfolio with two new flavour variants in Maharashtra: o Zoya Watermelon Gin – a category-first with a refreshing summer profile, and o Zoya Espresso Coffee Gin – infused with the bold aroma of freshly brewed coffee.

Acquisitions to Strengthen Premium Portfolio: o Woodburns Contemporary Indian Whisky – A rich, peat-forward Indian whisky made from three Indian malts and matured in charred oak casks, now strengthens our presence in the Super-Premium Whisky category. o Pumori and Pumori Pink Gin – Crafted in small batches, Pumori draws character from Himalayan juniper and a medley of 12 Indian botanicals, enriching our Premium Gin portfolio. o Segredo Aldeia Rum – With two variants acquired, this luxury rum brand, meaning "Secret Village" in Portuguese, draws from Goa?s storied heritage and artisanal rum-making traditions.

International Partnerships

In a major development, ABD entered a strategic partnership with Roust Corporation to introduce the world?s No.1 Russian premium vodka brand, Russian Standard, to India. Holding a 30% share in Russia?s premium vodka market and exported to over 85 countries, Russian Standard?s range—including Original, Gold, and Platinum—expected to be launched in Maharashtra in Q1 FY26, combining Roust?s global pedigree with ABD?s robust distribution and marketing expertise.

These developments reflect our firm commitment to building a future-ready, premiumised portfolio that meets the aspirations of evolving Indian consumers while unlocking long-term value.

5. FINANCIAL HIGHLIGHTS (STANDALONE):

The Company is engaged in the business of manufacturing and marketing of Indian-Made Foreign Liquor (‘IMFL?) products. There has been no change in the business of the Company during the financial year ended March 31, 2025.

During the year under review, your Company has recorded revenue of Rs. 807,296.11 lakhs, marking a growth of 5.25% as compared to Rs. 7,66,857.03 lakhs during the previous year. The total expenses during the year increased by 2.23% to Rs. 7,82,358.25 lakhs as compared to 7,65,320.47 lakhs during the previous year.

Consequently, your Company?s profit before exceptional item and tax for the year stood at Rs. 27,081.85 lakhs, representing a significant increase of approximately

1,094% over Rs. 2,265.98 lakhs in the previous year.

After providing for income tax, Profit After Tax was

Rs. 20,012.88 lakhs, registering a remarkable growth of

2,875% compared to Rs. 671.57 lakhs during the previous year.

6. INITIAL PUBLIC OFFERING (IPO) AND UTILIZATION OF PROCEEDS

During the financial year 2024–25, the Company launched its Initial Public Offering (IPO), comprising a total of 53,390,079 equity shares of face value 2/- each, at a price of 281/- per share (including a premium of 279/- per share). The IPO included a Fresh Issue of

35,596,486 equity shares and an Offer for Sale (OFS) of 17,793,593 equity shares by the Promoter(s)/ Promoter Group, aggregating to approximately 1,499.90 crore.

The proceeds from the IPO have been utilized during the financial year ended March 31, 2025, in accordance with the objects of the offer as stated in the prospectus. There has been no deviation or variation in the utilization of funds from the stated purposes. A certificate confirming the same, duly reviewed by the Audit Committee, has been submitted to the stock exchanges as required under Regulation 32 of the SEBI Listing Regulations.

7. SHARE CAPITAL:

There was no change in the Authorized Share Capital of the Company during the year. However, pursuant to the IPO, the Issued, Subscribed, and Paid-up Share Capital increased to 5594.20 lakhs comprising 27,97,10,151 equity shares of 2/- each as on July 2, 2024.

As of March 31, 2025, the Issued, Subscribed, and Paid-up Share Capital remained unchanged at 5594.20 lakhs, consisting of 27,97,10,151 equity shares of 2/- each.

8. UNCLAIMED DIVIDEND AND SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

During the year under review, the Company was neither liable to transfer any amount to the Investor Education and Protection Fund (IEPF), nor was any amount lying in the Unpaid Dividend Account of the Company for the Financial Year 2024–2025.

9. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

During the year under review, there were no shares lying in the Demat Suspense Account or the Unclaimed Suspense Account. Accordingly, the disclosure requirements under Regulation 39(4) of the SEBI Listing Regulations are not applicable.

During the year under review, the Company has introduced the ‘ABD Employee Stock Option Scheme 2024? ("ESOS 2024" / "Scheme"). Under the Scheme, the Company aims to create, offer, issue, grant and allot from time to time, in one or more tranches, not exceeding 1,39,85,508 (One Crore Thirty-nine lakhs Eighty-five Thousand Five Hundred and Eight Only) employee stock options ("Options").

The ESOS scheme was approved by shareholders of the Company on March 15, 2025 through postal ballot in compliance SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations 2021"), and the particulars of the scheme as required is hosted on the website of the Company at https://www.abdindia.com/.

The Company is in the process of seeking approval from the Members to extend the benefits of ESOS 2024 to the employees of its subsidiary company(ies).

Subsidiaries

As on March 31, 2025, your Company has 11 (Eleven) subsidiaries, viz, NV Distilleries & Breweries (AP) Private Limited, Deccan Star Distilleries India Private Limited, ABD Dwellings Private Limited, Madanlal Estates Private Limited, Sarthak Blenders and Bottlers Private Limited, Chitwan Blenders & Bottlers Private Limited, Allied Blenders and Distillers (UK) Limited, Allied Blenders and Distillers Maharashtra LLP (under IND-AS) and ABD Foundation. Further, Minakshi Agro Industries LLP (under IND-AS) became a subsidiary with effect from December 10, 2024, and ABD Maestro Private Limited became a subsidiary with effect from February 28, 2025. No company ceased to be a subsidiary of the Company during the financial year under review.

The Company ensures that all compliances relating to its subsidiaries are duly met in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Your Company has formulated a Policy for determining ‘Material? Subsidiaries pursuant to the provisions of Regulation 16 of SEBI Listing Regulations. The said Policy is available on the Company?s website at at https://www.abdindia.com/investor-relations/corporate-governance/policies-schemes/ A report on the performance and financial position of subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Act is provided in Form AOC-1 as "Annexure A", which forms an integral part of the Board?s Report

Joint Ventures ("JVs")/ Associate Companies

The Company does not have any JVs or Associate Companies during the year or at any time after the closure of the year and till the date of this Annual Report at https://www.abdindia.com/investor-relations/ corporate-governance/policies-schemes/.

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

All related party transactions undertaken by the Company during the year under review were reviewed and approved by the Audit Committee and were in accordance with the Company?s Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, formulated and adopted by the Company. The Audit Committee has granted omnibus approvals for certain transactions that are repetitive in nature or are unforeseen, if any, and such transactions are subsequently reviewed by Audit Committee on a periodic basis. All contracts, arrangements, and transactions entered into with Related Parties during the year under review were in the ordinary course of business and on arm?s length basis. The Company has not entered into any transaction with related parties which could be considered material in accordance with the policy of the Company and SEBI Listing Regulations. Further, there are no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel ("KMP") or Senior Management Personnel that may have a potential conflict with the interest of the Company at large. All related party transactions have been appropriately disclosed in the Notes to the Financial Statements forming part of this Annual Report.

During the year, no transactions were carried out that requires reporting in Form AOC – 2, pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 The policy is hosted on the Company?s website at https://www.abdindia.com/investor-relations/corporate-governance/policies-schemes/.

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure B and forms part of this Report.

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2025, is available on Company?s website at www.abdindia.com.

The particulars of loans granted, guarantees provided, investments made, or security provided by the Company under Section 186 of the Act, Regulation 34(3) and Schedule V of the SEBI Listing Regulations forms part of this Annual Report in Notes to the standalone financial statements for the Financial Year ended March 31, 2025.

In terms of Section 134(3)(l) of the Act except as disclosed elsewhere in this report, no material changes and commitments that could affect the Company?s financial position have occurred between the end of the Financial Year 2024-2025 of the Company and date of this report.

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information. The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

Board of Directors

Your Company?s Board comprises 14 (Fourteen) Members as on the date of this Report, the details of the same are as below:-

The appointment and remuneration of Directors are governed by the Nomination and Remuneration Policy ("NRC Policy") devised by the Company. The NRC policy is also available on the website of the Company and can be accessed at www.abdindia.com Further, there were following changes in the directorate during the year under review: The Board of Directors of the Company at its meeting held on October 11, 2024, basis the recommendation of the NRC and based on the evaluation of the balance of skills, knowledge, experience and expertise considered and approved the appointment of Mr. Nasser Mukhtar Munjee (DIN: 00010180) as Additional Director (Non-Executive, Independent) for a period of 5 (Five consecutive years commencing from October 11, 2024, to October 10, 2029, who is not liable to retire by rotation. The said appointment was subsequently approved by the Members on December 13, 2024, by means of Postal Ballot.

The Board of Directors of the Company at its meeting held on January 29, 2025, based on the recommendation of NRC of the Board, re-appointed Mr. Shekhar Ramamurthy (DIN: 00504801) as Whole-time Director designated as Executive Deputy Chairman for a further term of 2 (Two) years commencing from April 1, 2025 to March 31, 2027 (both days inclusive), liable to retire by rotation. The aforesaid re-appointment of Mr. Shekhar

Ramamurthy was subsequently approved by the Members on March 15, 2025, through Postal Ballot.

The Board of Directors, at its meeting held on March 31, 2025, based on the recommendation of the NRC and subject to the approval of the shareholders, re-appointed Mrs. Resham Chhabria J Hemdev (DIN: 00030608) as Whole-time Director, designated as Vice Chairperson,

50 for a further term of three (3) years commencing from April 1, 2025, and Mr. Arun Barik (DIN: 07130542) as Whole-time Director, designated as Executive Director, for a further term of three (3) years commencing from August 9, 2025; both appointments being liable to retire by rotation, in accordance with the provisions of the Companies Act, 2013.

Retirement by rotation and subsequent reappointment

In accordance with the provisions of Section 152 of the Act and the Company?s Articles of Association, Mr. Alok Gupta, Managing Director and Mr. Maneck Navel Mulla, Non-Executive Director, are liable to retire by rotation at the forthcoming AGM and being eligible have offered themselves for re-appointment. The Board recommends re-appointment of Mr. Alok Gupta and Mr. Maneck Navel Mulla for the consideration of the Members at the forthcoming AGM. The relevant details including profile of Mr. Alok Gupta and Mr. Maneck Navel Mulla are disclosed under the Notice of AGM and Report on Corporate Governance forming part of this Annual Report.

Cessation

During the year under review, Mr. Vinaykant Tanna (DIN: 09680693), Non-Executive, Independent Director, tendered his resignation from the Board w.e.f October 10, 2024, due to his inability to commit required time to discharge his duties. Mr. Tanna had also confirmed that there were no other material reason other than those stated above. The Board placed on records its appreciation towards Mr. Tanna for the valuable guidance and services rendered by him during his tenure as an Independent Director of the Company.

Key Managerial Personnel ("KMP")

In accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the following are the KMPs of the Company as on the date of this Report:

1. Mr. Alok Gupta, Managing Director;

2. Mr. Anil Somani, Chief Financial Officer;

3. Mr. Ritesh Shah, Company Secretary & Compliance Officer and Chief Legal Officer and

4. Manoj Kumar Rai, Chief Revenue Officer.

During the year under review, Mr. Ramakrishnan Ramaswamy, Chief Financial Officer, relinquished his position on attaining the superannuation age, w.e.f. close of business hours of September 4, 2024 and Mr. Anil Somani was appointed as Chief Financial Officer w.e.f. September 5, 2024.

Further, Mr. Ankur Sachdeva, the Chief Revenue Officer and designated Key Managerial Personnel, resigned from his position on December 8, 2024. Subsequently, Mr. Manoj Kumar Rai was appointed as the Chief Revenue Officer, effective October 14, 2024. Additionally, Mr. Bikram Basu, Chief Innovation and Strategy Officer and designated Key Managerial Personnel of the Company, relinquished his position effective March 31, 2025, and was appointed as the Managing Director of a subsidiary company.

All the Independent Directors of your Company have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Board is of the opinion that the Independent Directors of the Company including those appointed during the year possess requisite qualifications, expertise and experience in the varied fields and holds highest standards of integrity.

The Independent Directors have also confirmed that they have complied with the Company?s Code of Conduct for Board and Senior Management as per Regulation 26(3) of SEBI Listing Regulations. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship, Risk Management and Corporate Social Responsibility ("CSR") Committee.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its Committees and individual directors, including the Chairman of the Board the exercise was carried out by feedback survey from each directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate Exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

During the year under review, none of the Directors on the Board were disqualified under Section 164(2) of the Act. The Company has received declarations from all Directors confirming that they are not disqualified to act as Directors under any applicable laws.

The Company has put in place a structured familiarisation programme for its Independent Directors to enable them to understand the Company?s business model, operations, regulatory environment, and their roles and responsibilities as Independent Directors. During the year under review, the Independent Directors were provided with periodic presentations on the Company?s financial performance, business updates, risk management framework, compliance requirements, and other relevant aspects. This enables them to contribute effectively to the Board?s deliberations and decisions.

During the year under review, the Company availed various credit facilities from the existing banking partners to meet its business requirements. The Company has been regular in servicing its debt obligations, including payment of interest and repayment of principal amounts to term lenders. There has been no default in the repayment of any interest or principal amount during the financial year.

During the financial year under review, the Company has availed unsecured loan from a Director of the Company. The Company has also obtained a written declaration confirming that the amount lent is not derived from funds acquired by borrowing or accepting loans or deposits from others. Accordingly, in terms of Rule 2(1)(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, this amount is exempted from ‘Deposit?. The necessary details thereof is disclosed in the Notes to the Financial Statements forming part of this Annual Report.

The Company?s financial discipline and prudence is reflected in the strong credit rating ascribed by the rating agencies. During the year under review, India Ratings & Research has upgraded the bank loans rating of the Company from ‘IND BBB+? to ‘IND A-? with Positive Outlook. The upgrade reflects a significant improvement in the Company?s financial profile post the completion of its initial public offering (IPO) in July 2024.

The Company has well established, comprehensive and adequate internal controls commensurate with the size of the operations, which are designed to assist in identification and management of business risks and ensure high standards of corporate governance. The internal financial controls have been documented, digitized and embedded in the business processes. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Assurance on the effectiveness of internal financial controls is obtained through monthly management reviews, control self-assessment and continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. 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 compliance processes the Company has an internal compliance tool for assisting statutory compliances. This process is automated and generate alerts for proper and timely compliance. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

As per the requirements of SEBI Listing Regulations, a Risk Management Committee has been constituted with responsibility of preparation of risk management plan. The details of the constitution, authority and terms of reference of the Risk Management Committee is captured in the corporate governance report. The Company?s risk management framework supports an efficient and risk-conscious business strategy, delivering minimum disruption to business and creating value for our stakeholders. The Company has in place a Risk Management Policy which is available on the website of the Company www.abdindia.com

Your Company is an equal opportunity employer and is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. Your Company is committed to ensure that every employee is treated with dignity and respect and works in a conducive work environment, which promotes professional growth of employee and encourages equality of opportunity.

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace. During the year under review, no complaint was received. The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

In compliance with Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established vigil mechanism and adopted a Whistle Blower Policy. This policy enables employees to report concerns related to fraud, malpractice, or any activity contrary to the Company?s interests or societal welfare. The policy ensures protection for employees who report unacceptable or unethical practices, fraud, or legal violations, shielding them from retaliation. This Policy is also applicable to the Directors of the Company. All cases reported as part of whistle-blower mechanism are taken to their logical conclusion within a reasonable timeframe. Details of the complaints received, and the actions taken, if any, have been reviewed by the Audit Committee. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. The Vigil Mechanism Policy has been hosted on the website of the Company and can be accessed at www.abdindia.com.

The employees, as always remain the most valuable asset for the Company and the Company?s thrust area is to attract, develop and retain talent. The Company continues to maintain an open culture, congenial work atmosphere and healthy industrial relations, and is committed to providing the employee with a pragmatic workplace. During the year under review the Company has launched the following new initiatives on the Human Resource front:

In line with the Company?s transformation journey, the Company has adopted a Total Rewards mindset that aligns individual performance with business outcomes. Key performance indicators and evaluation frameworks have evolved from being task-oriented to outcome-oriented, reflecting the Company?s commitment to driving accountability and results.

The company?s rewards philosophy is built on the principle of recognizing and rewarding those who deliver on defined targets and contribute meaningfully to the company?s growth. Performance-based differentiation is central to the Company?s approach, ensuring that high performers are acknowledged through both financial and non-financial rewards.

Additionally, the Company leveraged on a robust market salary benchmarking for annual increment planning, ensuring competitiveness and fairness in the compensation practices. This shift in mindset underscores the Company?s focus on creating a performance-driven culture that attracts, retains, and motivates top talent.

ii) On Premise Team

As the company accelerates its premiumization strategy, HR has played a critical role in enabling this shift by aligning talent with emerging business priorities. A key initiative has been the creation of a dedicated team of on-premise sales specialists, focused exclusively on driving the luxury portfolio across top hotels and premium dining establishments in key cities.

This specialized talent pool has been carefully curatedwithafocusonhigh-touchsalescapabilities, deep product knowledge, and an understanding of luxury consumer behavior. Targeted hiring, bespoke training programs, and performance-linked rewards have been implemented to support this strategic shift. This marks a significant step in reinforcing the company?s commitment to premium offerings and enhancing brand presence in influential on-premise channels.

iii) Retention of Talent

Retaining high-quality talent continues to be a strategic priority for the Company. The company has taken focused steps to create an environment where employees are encouraged to grow and thrive within the organisation. A key initiative in this direction has been the strengthening of our structured Internal Job Posting (IJP) process, which enables internal talent to explore lateral and upward career opportunities across functions and geographies. This not only fosters career progression but also enhances cross-functional learning and engagement.

Additionally, the Company actively promotes an employee referral program, encouraging colleagues to refer skilled and like-minded professionals from their networks. This not only supports our talent acquisition efforts but also helps strengthen cultural alignment and improve retention outcomes. Through these initiatives, the Company aims to build a culture of trust, opportunity, and long-term career commitment.

iv) Learning and Development

The Company continues to invest in building a learning culture that empowers employees to grow both personally and professionally. A key enabler of this has been our digital learning platform, which provides employees with on-demand access to a wide range of curated content and programs across functional, behavioral, and leadership topics. As part of the Performance Management process, supervisors play an active role in recommending relevant training interventions, many of which are delivered seamlessly through the digital platform. This ensures that development efforts are closely aligned with individual performance and career goals.

To support capability building at key transition points, all first-time managers are required to undergo a mandatory training program before assuming their new responsibilities. Furthermore, to drive consistent and effective hiring practices, all hiring managers are mandated to complete a customised training module focused on interviewing skills and selection best practices—delivered via the same digital platform.

These structured learning interventions are designed to create a future-ready workforce and reinforce our commitment to continuous development.

v) Predictive Modelling for Hiring:

As part of the ongoing commitment to building a future-ready workforce, the Company is in the process of implementing predictive modelling for hiring to strengthen the talent acquisition strategy. This initiative is designed to anticipate potential attrition by analyzing a range of internal and external data points, including market environment trends, employee tenure in specific roles, individual performance levels, and the criticality of roles to business continuity.

The objective is to proactively identify roles and locations where attrition is likely to occur, enabling to create targeted hiring pipelines in advance. This forward-looking approach will significantly reduce turnaround time for critical hires, minimize business disruption, and enhance workforce stability. By leveraging data-driven insights, the aim is to make the hiring processes more agile and responsive to future talent needs.

The Company is working on implementing a succession planning process in the coming year. Critical talent was identified via the potential assessment tool using the 5 box Talent Grid. The identified pool will be part of critical development and retention programs to be initiated in the current financial year.

The Company has taken adequate insurance cover for all its assets, including buildings, plant and machinery, stocks, and other insurable interests, to safeguard against risks such as fire, theft, and other unforeseen events.

28. STATUTORY AUDITORS AND AUDITORS REPORT:

Atthe15^thAnnualGeneralMeeting(AGM)oftheCompany held on July 31, 2023, M/s. Walker Chandiok & Co LLP., Chartered Accountants, Mumbai (Firm Registration Number: 001076N / N500013), were appointed as the Company?s Statutory Auditors from the conclusion of the 15^th AGM till the conclusion of the 20^th AGM to be held in year 2027. The Statutory Auditors have confirmed that they meet the independence criteria as prescribed under the

Companies Act, 2013. They also satisfy the eligibility and qualification requirements under the Companies Act, 2013, the Chartered Accountants Act, 1949 and rules and regulations framed thereunder. In addition, the Auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), which is a mandatory requirement for issuing audit and limited review reports. The Statutory Auditors have issued an unmodified opinion on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025.

a. Observations of Statutory auditors on accounts for the year ended March 31, 2025

The observations, qualifications, or disclaimers, if any, made by the Statutory Auditors in their report for the financial year ended March 31, 2025, read together with the relevant notes to the financial statements, are self-explanatory and do not require any further explanation or comments by the Board as per the provisions of Section 134(3) of the Act.

b. Reporting of frauds by statutory auditors under Section 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

29. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s. B K Pradhan & Associates, (FRN: S2012MH172500 & Peer Review No. 2022/2022), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from FY 2025- 26 to FY 2029-30, subject to approval of the Shareholders of the Company at the ensuing AGM. The Report of the Secretarial Auditor for FY25 is annexed herewith as Annexure – C. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.

The Company is not required to maintain cost records in terms of the requirements of Section 148 of the Act and rules framed thereunder, hence such accounts and records are not required to be maintained by the Company.

Your Company has appointed Mr. P Kulothungan as an Internal Auditor of the Company in the Board meeting held on May 1, 2024 pursuant to provisions of Section 138 of the Act.

The Company has in place a CSR policy which provides guidelines for conducting CSR activities of the Company.

The CSR policy is available on the website of the Company https://www.abdindia.com. During the year under review, the Company was required to incur CSR expenditure amounting to Rs. 38.03 lakhs. As a part of its CSR activities, the Company has spent a sum of

Rs. 1.02 lakh as eligible CSR spend. The Company was having accumulated excess spending amounting to 116.71 lakhs from the previous years and after allowing the set-off of Rs. 38.03 lakhs for the current year the available amount of Rs. 79.70 lakhs were carried forward for utilizing it in subsequent years.

The Annual Report on CSR activities, in terms of Section 135 of the Act, is annexed to this report as "Annexure D" to this Report. The Corporate Social Responsibility Committee of Directors was constituted pursuant to Section 135 of the Act. The composition of the Corporate Social Responsibility Committee ("CSR Committee") is in conformity with the provisions of the said section and Regulation. There was 1 (One) CSR Committee Meeting held on March 26, 2025, during F.Y. 2024-25. The Composition of CSR Committee as on March 31, 2025 is as under:

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, as amended, the top 1000 listed entities based on market capitalization (as on March 31 of each financial year) are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report.

The Company was listed on the stock exchanges on July 2, 2024, and has subsequently met the prescribed market capitalization threshold as of December 31, 2024. In accordance with Regulation 3(2)(b) of the SEBI Listing Regulations, although the Company falls within the top 1,000 listed entities by market capitalization, it is exempt from submitting the Business Responsibility and Sustainability Report (BRSR) for the financial year 2024–25. The BRSR requirements shall be applicable to the Company from the financial year 2025–26 onwards. Necessary systems and processes are currently being developed to ensure timely, accurate, and comprehensive reporting in line with SEBI?s prescribed BRSR framework and disclosure requirements.

Your Company remains dedicated to upholding the highest standards of corporate governance, recognizing that robust governance practices are essential to building and sustaining investor confidence. We strive to adhere to best practices in corporate governance through transparent and comprehensive disclosures. The Board views itself as a custodian of shareholder interests and takes utmost care to create and protect shareholder value. To align with these principles, the Company has established a corporate structure tailored to its business needs and ensures a strong emphasis on transparency through regular disclosures and effective control systems.

As per provisions of Regulation 15 of SEBI Listing Regulations, the Corporate Governance Report for the financial year 2024-2025 is presented as "Annexure E" to this Report.

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI Listing Regulations is furnished as "Annexure F" to this Report.

The details regarding Board and its Committees Meetings are provided in the corporate governance report.

The details of the various committees constituted by the Board are provided in the corporate governance report.

During the year under review, there were no such recommendations made by any Committee of the Board which were mandatorily required and not accepted by the Board.

Your Company?s Board of Directors is responsible for the preparation of the consolidated financial statements of your Company and its subsidiaries (‘the Group?), in terms of the requirements of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Companies Act, 2013. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets and for preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of your Company, as afore stated. The consolidated financial statements of the Group are provided separately and forms part of the Annual Report.

The Consolidated Revenue from operations is

Rs. 807,315.46 lakhs in the current year as compared to 766,857.03 lakhs in the previous year. The consolidated profit before exceptional items and tax for the year is Rs. 26,572.27 lakhs as against 1,777.03 lakhs in the previous year. The consolidated profit after tax Rs. 19,484.56 lakhs as against 182.89 lakhs in the previous year. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the https://www.abdindia.com/.

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and Company?s operation in future.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

During the year under review, the Company introduced the ‘ABD Employee Stock Option Scheme 2024? ("ESOS 2024") in accordance with SEBI (Share-Based Employee Benefits) Regulations, 2014, and SEBI (SBEB & SE) Regulations, 2021. The Scheme, aimed at rewarding, motivating, attracting, and retaining key talent, was approved by shareholders on March 15, 2025, via postal ballot.

Under the Scheme, the Company may grant up to 1,39,85,508 employee stock options in one or more tranches. However, no options have been granted under the ESOS-2024 and disclosures under Section 62(1)(b) of the Act and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable and hence not furnished for the year.

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

No application was filed for corporate insolvency resolution process, by a financial or operational creditor under the IBC before the NCLT.

There was no instance of a one-time settlement with any Bank or Financial Institution.

During the year under review, the Company has ensured compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), in accordance with the provisions of the Companies Act, 2013.

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Companies Act, 2013 and the Rules made thereunder are given in "Annexure G" to this Report.

As per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details relating to the remuneration of specified employees have been prepared in accordance with the applicable provisions. In line with Section 136 of the Act, this statement is available for inspection by any Member at the Corporate Office of the Company. Members interested in accessing this information may write to the Company Secretary.

During the year under review, there was no instance to report containing statement of deviation(s) or variation(s) as per regulation 32 of SEBI Listing Regulations.

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action

Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during the financial year 2024-2025.

The Company remunerates its Non-Executive Directors by way of sitting fees for attending meetings of the Board and its Committees, reimbursement of expenses incurred for participation in such meetings, and commission, if any, as approved by the shareholders and within the limits prescribed under the Companies Act, 2013. The Nomination and Remuneration Committee periodically reviews the remuneration structure to ensure it aligns with regulatory requirements and industry practices.

The Managing Director and Whole Time Director of the Company are not in receipt of any remuneration and / or commission from any subsidiary company, as the case may be.

As part of its strong governance framework, the Company has adopted a code of conduct for Directors and the Senior Management Team. This Code outlines the Company?s commitment to ethical conduct and compliance with laws and regulations. An annual affirmation of compliance with the Code has been obtained from all concerned.

r. INSIDER TRADING:

The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code aims to prevent misuse of unpublished price sensitive information and ensure transparency in dealing with securities of the Company.

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Company?s Website and stipulated communications to the Stock Exchange where the Company?s shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company?s Policies etc.

The Company has a functional website addressed as https://www.abdindia.com/. Website contains all basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

u. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate Affairs vide its notification dated February 16, 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

The Equity Shares of the Company are listed on the National Stock Exchange of India Ltd (NSE) Main Board and Bombay Stock Exchange (BSE) Main Board pursuant to the Initial Public Offering (‘IPO?) of the Company.

Your Company?s equity shares are in Demat form only. The Company has appointed National Securities Depository Limited (NSDL) as designated depository to the Company.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company?s Internal Financial Controls were adequate and effective during FY2025. To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Act:

(i) In the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) The Board has 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 as at March 31, 2025 and the profit of the Company for the year ended on that date; (iii) The Directors have 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; (iv) The annual accounts have been prepared on a going concern basis; (v) The Directors 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 (vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Your Directors? wish to place on record their sincere appreciation for the continued cooperation and support of the customers, suppliers, bankers and Government authorities. Your Directors? also wish to place on record their deep appreciation for the dedicated services rendered by the Company?s executives, staff and workers.