Radico Khaitan Ltd

Dear Members,

The Board of Directors of Radico Khaitan Limited ("Radico Khaitan" or the "Company") is pleased to present the 40^th Annual Report on the business and operations together with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2024.

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

(Rs in Crore)

PERFORMANCE REVIEW Revenue from Operations

The Company has delivered another year of strong IMFL volume growth led by Prestige & Above category which increased by 20.3%. This was driven by our core brands such as Magic Moments vodka which recorded 6.3 Million cases sales during the year and crossed sales value of Rs 1,000 Crore. Morpheus Super Premium Brandy and 1965 Spirit of Victory premium rum crossed a million-case sale for the second consecutive year. Volumes of Royal Ranthambore more than doubled. After Dark and 8PM Premium Black also continued their strong growth traction.

Driven by our premiumization focus, during the year, we have delivered stronger growth in the top end of the Prestige & Above brands. Luxury portfolio consisting of Rampur Indian Single Malt and Jaisalmer Indian Craft Gin has grown by 61% in FY2024; Semi-Luxury consisting of Royal Ranthambore whisky, Morpheus Blue super premium brandy and Magic Moments Dazzle vodka has grown by 52%; and Super Premium segment consisting of Morpheus super premium brandy and Magic Moments Verve vodka has grown by 12%.

Prestige & Above category volume has grown more than 130% since FY2019. This has led to a sustainable improvement in the realization per case, which increased from Rs 773 in FY2019 to Rs 1,128 in FY2024.

Gross Profit

Gross Margin increased from 41.8% in FY2023 to 42.5% in FY2024. During FY2024, while the prices of certain packaging materials have been stable, cost of grain, ENA and glass has been volatile. This has led to a significant pressure on our gross margins. However, with our product premium mix and price increases, we have been able to offset the pressure of raw material prices to a large extent.

EBITDA

EBITDA increased by 41.6% y-o-y with margins of 12.3% due to the expansion in gross margins.

Finance Cost

Finance Cost for FY2024 increased by 167.4% y-o-y from Rs 22.1 Crore to Rs 59.1 Crore.

Total Comprehensive Income increased by 26.7% y-o-y to Rs 257 Crore.

Capital Expenditure: During Q3 FY2024, we successfully commissioned the new 350 KLPD grain ENA distillery at Sitapur. The plant is now running at optimum capacity and achieved key operating parameters. The commissioning of the Sitapur plant not only secures long term ENA supplies but also positions us strongly to capitalise on the future growth opportunities in the branded business with enhanced bottling capacities. Together with the Rampur campus, the ENA production from the Sitapur plant will be able to support the branded business growth for the next 6-8 years.

PERFORMANCE REVIEW (CONSOLIDATED)

Radico Khaitan has a 36% equity stake in Radico NV Distilleries Maharashtra Limited. Consolidated financials of the Company include share in profit of this joint venture amounting to Rs 6.4 Crore in FY2024 compared with Rs 16.0 Crore in FY2023.

DIVIDEND

The Board of Directors has recommended a final dividend of 150% i.e., Rs 3 per equity share of Rs 2 each fully paid-up Share Capital of the Company (last year Rs 3 per equity share of Rs 2 each). The payment of dividend is subject to the approval of the members at the forthcoming Annual General Meeting ("AGM") and shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company's website and the same can be accessed at https://www.radicokhaitan.com/wp-content/ uploads/2019/03/Dividend-Distribution-Policy.pdf.

Share Capital

As on March 31, 2024, the Company has Authorized Share Capital of Rs 94 Crore consisting of Rs 34 Crore Equity Share Capital comprising 17,00,00,000 equity shares of Rs 2 each and Rs 60 Crore Preference Share Capital comprising 60,00,000 preference shares of Rs 100 each. The Issued, Subscribed and Paid-up Share

Capital of the Company is Rs 26.74 Crore divided into 13,37,15,325 fully paid-up equity shares of Rs 2 each.

During the year, the Company has allotted 41,560 Equity Shares of Rs 2 each to its eligible employees pursuant to the exercise of Stock Options granted under Employees' Stock Option Scheme, 2006, which leads to increase in the issued, subscribed and paid up share capital of the Company.

Except as mentioned above, there has been no other changes in the Equity Share Capital of the Company during the FY2024.

Employees' Stock Option Scheme

The Company has an Employees' Stock Option Scheme, 2006 ("Scheme 2006"). During the year, there was no material change in the Scheme. The Scheme 2006 is in compliance with the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI ESOP Regulations").

During the year under review, the Company has granted 2,15,000 Options to the Eligible Employees under Scheme 2006 on June 07, 2023 at an Exercise Price of Rs 1,015.37 per option. Each Option entitles the holder to acquire one equity share of Rs 2 each of the Company at the exercise price fixed at the time of grant, being the market price as per the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

During the year, the Company has allotted 33,838 Equity Shares on August 03, 2023 and 7,722 Equity Shares on March 13, 2024 pursuant to exercise of Stock Options under the Scheme 2006.

The particulars of the Scheme as required by SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations 2021"), have been placed on the website of the Company and web link of the same is https://www.radicokhaitan. com/wp-content/uploads/2024/07/ESOP-Disclosure- Annual-Report-2024.pdf

In terms of Regulation 13 of SEBI ESOP Regulations 2021, a Certificate received from M/s. TVA & Co. LLP, Company Secretaries, Secretarial Auditors, confirming the Compliances with said Regulations, would be placed before the shareholders at the ensuing AGM.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Subsidiaries

Radico Khaitan has one wholly-owned subsidiary namely, Radico Spiritzs India Private Limited ("Radico

Spiritzs") and seven step down subsidiaries through Radico Spiritzs. Radico Spiritzs holds 100% Equity Shares in the following step down wholly-owned subsidiaries of the Company:

1. Accomreal Builders Private Limited

2. Binayah Builders Private Limited

3. Compaqt Era Builders Private Limited

4. Destihomz Buildwell Private Limited

5. Equibuild Realtors Private Limited

6. Firstcode Reality Private Limited

7. Proprent Era Estates Private Limited

Joint Venture

The Company has one joint venture, namely, Radico NV Distilleries Maharashtra Limited ("RNV"). The Company holds a 36% stake in the said joint venture.

In terms of the Section 129(3) of the Companies Act, 2013 (the "Act"), the financial results of RNV, wholly- owned subsidiary and step down subsidiaries are consolidated with the accounts of the Company and the salient features of the financial statements of RNV and subsidiaries are set out in the prescribed form AOC-1 and the same is appended as Annexure - A to this report.

In accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations") read with Ind AS 110 - Consolidated Financial Statements, Ind AS 28 - Investments in Associates and Joint Ventures and Ind AS 31 - Interests in Joint Ventures, the consolidated Audited Financial Statements form part of this Annual Report.

CREDIT RATING

The Company's long-term bank facilities are rated as CARE AA- (Double A Minus) with a positive outlook and short-term bank facilities are rated CARE A1 + (A One Plus).

CARE AA rated instruments are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. CARE A1 rated instruments are considered to have a very strong degree of safety regarding timely payment of financial obligations. Such instruments carry the lowest credit risk. Modifiers (+/-) reflect the comparative standing within the category.

Statutory Auditor

In terms of the provisions of Section 139 of the Act and the Rules made thereunder, the Shareholders of the Company had, at the 37^th AGM, approved the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants, as Statutory Auditors of the Company for a term of 5 years i.e. from conclusion of the 37^th AGM till the conclusion of the 42^nd AGM of the Company to be held in the year 2026.

Audit Report

The report of the Statutory Auditors for FY2024 along with Notes and Schedules thereto is enclosed to this Annual Report. The observations made in the Auditors' Report are self-explanatory and therefore, do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, or adverse remark. Further, the Auditors have not reported any fraud under section 143(12) of the Act.

Cost Auditor

The Board, on the recommendation of the Audit Committee, at its meeting held on May 14, 2024 has approved the appointment of Mr. R. Krishnan, Cost Accountant, as Cost Auditor, to audit the Cost Records of the Company for the financial year ending March 31, 2025. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor shall be ratified by the shareholders. The Board recommends the remuneration payable to the Cost Auditor for FY2025 for approval by shareholders at the ensuing AGM.

Cost Records

The Company has maintained the Cost Records as specified by the Central Government under section 148(1) of the Act.

Secretarial Auditor

The Board has, at its meeting held on May 25, 2023, on recommendation of the Audit Committee, appointed M/s TVA & Co. LLP, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure-B to this report. The Board, on the recommendation of Audit Committee, at its meeting held on May 14, 2024, has re- appointed M/s. TVA & Co. LLP, Company Secretaries, as Secretarial Auditors of the Company for the financial year ending March 31, 2025.

AUDIT COMMITTEE

As on March 31, 2024, the Audit Committee comprises of Mr. Sarvesh Srivastava as Chairman, Dr. Raghupati Singhania and Mr. Tushar Jain as members. Brief terms of reference, meetings and attendance of the Audit Committee are included in the Corporate Governance Report forming part of this Annual Report. During the period under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

Due to retirement of Mr. Sarvesh Srivastava, the Audit Committee, effective from May 30, 2024, will comprise of Mr. Tushar Jain as Chairman, Dr. Raghupati Singhania and Mr. Pushp Jain as members.

Induction, Re-appointment, Retirements and Resignations

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Abhishek Khaitan (DIN: 00772865), Managing Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offered himself for re-appointment. The Board of Directors has, on the recommendation of the Nomination, Remuneration and Compensation Committee ("NRC Committee"), recommended the re-appointment of Mr. Abhishek Khaitan at the ensuing AGM.

The shareholders, at their 39^th AGM held on September 28, 2023, approved the re-appointment of Ms. Sushmita Singha (DIN: 02284266), Mr. Tushar Jain (DIN: 00053023) and Mr. Sharad Jaipuria (DIN: 00017049) as Independent Directors of the Company effective from April 01, 2024, August 08, 2024 and August 08, 2024 respectively, for a second term of five years.

The second term as an Independent Director of Mr. Sarvesh Srivastava (DIN: 06869261) expires on May 29, 2024. Consequently Mr. Srivastava will cease to be Independent Director of Radico Khaitan effective from May 29, 2024.

Mr. Krishan Pal Singh (DIN: 00178560), Whole-time Director, has resigned from the Board of Directors of the Company citing personal reasons. The Board has accepted his resignation. Consequently Mr. Singh will cease to be Director and Whole-time Director of Radico Khaitan effective from July 01, 2024.

The Board has, at its meeting held on May 14, 2024 on recommendation of Nomination, Remuneration and Compensation Committee, appointed Mr. Pushp Jain (DIN: 00033289) as an Additional Director in the category of Non-executive Independent Director and Mr. Amar Singh (DIN: 10616954) as Whole-time Director of the Company, effective from May 30, 2024 and July 02, 2024 respectively, for a term of five years. The said appointments shall be subject to the approval of the shareholders at the ensuing AGM.

Brief resumes of the Directors seeking appointments/ re-appointments along with the disclosures specified under Regulation 36(3) of the Listing Regulations are provided in the Notice of the 40^th AGM.

During the year under review, except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company.

The Company has a Nomination, Remuneration and Compensation Committee and it has formulated the criteria for determining the qualifications, positive attributes and independence of a Director (the "Criteria"). The Criteria includes that a person to be appointed to the Board of the Company should possess in addition to the fundamental attributes of character and integrity, appropriate qualifications, skills, experience and knowledge.

Meeting of Independent Directors

The Company's Independent Directors met once during FY2024 on May 25, 2023 without the presence of the Non-Independent Directors and members of the management. The meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Company's affairs and put forth their combined views to the Board of Directors of the Company.

In accordance with the Listing Regulations, following matters were, inter-alia, discussed at the meeting:

1. Review of the performance of Non-Independent Directors and the Board as a whole;

2. Review of the performance of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors; and

3. Assessment of the quality, quantity and timelines of the flow of information between the Company management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

Declaration by Independent Directors

The Company's Independent Directors 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 Listing Regulations and are not disqualified from continuing as Independent Directors. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct for Directors and Senior Management and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs. Based on the disclosures received, the Board is of the opinion that all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Company follows a policy of transparency and dealing at arm's length with its Independent Directors. No transaction was entered into with Independent Directors during the year which could have any material pecuniary relationship with them. Apart from sitting fees, no other remuneration was paid to any of the Independent Director.

In the opinion of the Board, the Independent Directors hold the highest standard of integrity and possess the requisite qualifications, experience, expertise and proficiency.

Policy on Nomination, Remuneration and Board Diversity

The Board of Directors has framed a Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnels and Senior Management of the Company. This Policy also lays down criteria for selection and appointment of the Board Members as well as diversity of the Board. Radico Khaitan recognizes the benefits and importance of having a diverse Board of Directors in terms of skill set and experience. The Company has an optimum mix of executive and non-executive directors, independent directors and woman director. The details of the policy are explained in the Report on Corporate Governance and the full policy is available on the Company's website at the link: https^www.radicokhaitan.com/wp-content/uploads/2019/03/RKL-Policy-on-Nomination-Remuneration-and-Diversity-2020.pdf

Performance Evaluation

The Board is committed to the transparency in assessing the performance of Directors. In accordance with the Act and the Rules made thereunder and Regulation 4(2)(f) of the Listing Regulations, Radico Khaitan has framed a policy for the formal annual evaluation of the performance of the Board, Committees and individual Director.

The Company has put in place a robust framework for evaluation of the Board, its Committees, the Chairman, individual Directors and the governance processes that support the Board's functioning. This framework covers specific criteria and the grounds on which all Directors in their individual capacity are evaluated.

The key criteria for performance evaluation of the Board and its Committees include aspects such as composition and structure, effectiveness of board processes, information sharing and functioning. The criteria for performance evaluation of the individual Directors include aspects such as professional conduct, competency, and contribution to the Board and Committee meetings. The criteria for performance evaluation of the committees of the Board include aspects such as the composition of committees and effectiveness of committee meetings. The performance evaluation of the individual Directors and Independent Directors was done by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Familiarisation Programme for the Board Members

A note on the Familiarisation Programme adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Act and the Listing Regulations is provided in the Report on Corporate Governance forming part of this Annual Report.

Roles and Responsibilities of Board Members

The Company has laid out the Policy defining the structure and role of the Board Members. The Company has an Executive Chairman and Managing Director, Dr. Lalit Khaitan; a Managing Director, Mr. Abhishek Khaitan and an optimum combination of executive and non-executive Independent Directors. The duties of the Board Members including Independent Directors have been elaborated in accordance with the Listing Regulations, Section 166 and Schedule IV of the Act. There is a clear segregation of responsibility and authority amongst the Board Members.

PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the first proviso to Section 136 of the Act, the Annual Report including Financial Statements are being sent to the shareholders excluding the information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at investor@radico.co.in or visit at the Registered Office of the Company on any working day up to the date of the 40^th Annual General Meeting. The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - C and forms part of this Report.

MEETINGS OF THE BOARD AND BOARD COMMITTEES

In compliance with the statutory requirements, the Company has formulated the Board committees viz. Audit Committee, Nomination, Remuneration and Compensation Committee, Sustainability and Corporate Social Responsibility (CSR) Committee, Risk Management Committee, Stakeholders' Relationship Committee, Committee of Directors, Environment, Social and Governance Committee and Committee of Independent Directors.

All the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The Board of Directors met four times during the previous financial year. A detailed update on the Board, its composition, governance of committee including detailed charter and terms of reference of various Board Committees, number of Board and Committee meetings held during FY2024 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as Annexure-D forming part of this Report.

ENVIRONMENTAL PROTECTION MEASURES TAKEN BY THE COMPANY

The Company is committed to corporate responsibility for environmental protection and has implemented several measures to enhance safety, health, and environmental stewardship. These measures include creating standard operating procedures, providing resource conservation training for all employees, maintaining good housekeeping practices, developing green belt areas, and preparing for onsite emergencies. Sustainable living is an integral part of the long-term business strategy, and the Company continually works to minimize its environmental impact while improving the lives of people throughout its product value chain.

INTERNAL FINANCIAL CONTROLS

The Board of Directors of the Company has devised systems, policies, procedures and frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to the policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, controls self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

Management team has assessed the effectiveness of the Company's internal control over financial reporting as at March 31, 2024. The Statutory Auditors of the Company have audited the financial statements included in this Annual Report and issued their report on internal control over financial reporting as defined under section 143 of the Act. For FY2024, the Company had appointed reputed firms of Chartered Accountants, SCV & Co. LLP, to carry out Internal Audits. The audit is based on focused and risk-based internal plans, which is reviewed every year in consultation with the Audit Committee. In line with international practices, the focus of Internal Audit is oriented towards the review of internal controls and risks in operations. For FY2025, the Board has also appointed M/s Ernst & Young LLP along with M/s SCV & Co. LLP as Joint Internal Auditors.

RISK MANAGEMENT POLICY

Radico Khaitan's business is exposed to a variety of risks which are inherent to a liquor manufacturing company in India. In this volatile, uncertain and complex operating environment, only companies that manage their risk effectively can sustain. Risk management is embedded in Radico Khaitan's corporate strategies and operating framework, and the risk framework helps the Company to meet its objectives by aligning operating controls with the corporate mission and vision. 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 comprehensive risk assessment and minimization procedures, integrated across all operations and entails the recording, monitoring and controlling enterprise risks and addressing them timely and comprehensively. The risks that the Company faces are reviewed by the Risk Management Committee, the Audit Committee and the Board from time to time and new risks are identified based on new business initiatives and the same are assessed. Risk minimisation framework and controls are designed and appropriately implemented.

DEMATERIALISATION

During the year, 2,15,855 shares constituting 0.16% of the issued and subscribed Share Capital of the Company, were dematerialised. As on March 31, 2024, 99.47% of the shares of the Company were dematerialized. Your Directors would request the members, who have not yet converted their holdings into dematerialized form, to do so and thereby facilitate trading of their shares.

INSURANCE OF FIXED ASSETS

Your Company has adequately insured all its properties including Plant and Machineries, Building and Stocks.

ARCHIVAL POLICY

Pursuant to the Listing Regulations and in line with Radico Khaitan's Policy on Determination of Materiality of Events, the Company shall disclose all material events to the Stock Exchanges and such disclosures shall be hosted on the website of the Company for a period of five years and thereafter the same shall be archived so as to be available for retrieval for a further period of three years by storing the same on suitable media. Thereafter the said information, documents, records may be stored as per the Company's policy on preservation of documents.

SAFETY & WELLBEING OF WOMEN

The Company promotes a work environment that ensures every employee is treated with dignity and afford equitable treatment irrespective of his gender, race, social class, caste, religion, place of origin, disability or economic status. Gender equality and women safety is a very important part of Radico Khaitan's human resource policies. The Company has zero tolerance for sexual harassment at workplace and it has adopted a Policy for the prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder. The Company is committed to provide a safe and conducive work environment to all employees and associates that is free from any discrimination.

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal Complaint Committee ("ICC") to redress the complaints received regarding sexual harassment. During the year under review, no cases were reported to the ICC. Composition of the ICC as on March 31, 2024 is given as below.

VIGIL MECHANISM

In compliance with Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, Radico Khaitan has established a strong 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 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 uploaded on the website of the Company at https://www.radicokhaitan.com/wp- content/uploads/2019/03/Whistle-Blower-Policy-Vigil- Mechanism.pdf.

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in the long term sustainability by creating value for its stakeholders and for society. The Company is committed to pursue responsible growth and recognizes its responsibility towards the society where it operates as a good corporate citizen. CSR at Radico Khaitan is creating sustainable programs that actively contribute to and support the social and economic development of the society. The Company is committed to community development, women empowerment, enhancing livelihood, promoting education and health care including preventive health care and ensuring environmental sustainability. As a part of its CSR programmes, the Company partners with the community and addresses issues of water, sanitation, education, healthcare and skill-building. Radico Khaitan also promotes and encourages responsible drinking through various campaigns, taking preventative actions, education and raising awareness and bringing communities on board to address local challenges at their root. The CSR policy of the Company is available on the Company's website.

Composition of the Sustainability and CSR Committee as on March 31, 2024, is given as below.

The Company's CSR Projects and activities are in accordance with Schedule VII of the Act and the Company's CSR Policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided as Annexure - E forming part of this Report.

The CSR Committee and the Board of Radico Khaitan had approved in aggregate Rs 1,100 Lakhs to be spent during FY2024 towards CSR, which includes Rs 642.75 Lakhs towards the CSR Obligation for FY2024 and Rs 457.25 Lakhs towards Ongoing CSR Projects pertaining to FY2022 and FY2023. During FY2024, the Company has spent Rs 420.96 Lakhs towards CSR Obligation of FY2024 and Rs 139.27 Lakhs towards Ongoing Projects. The provision of Rs 223 Lakhs has been created for Ongoing CSR Project.

The Board has approved the unspent amount allocated towards Ongoing Project and the same has been transferred to Unspent CSR Account within 30 days of the end of the financial year for use within a period of three financial years for the above mentioned Ongoing Projects from the date of such transfer.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review which was required to be reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act and rules made thereunder.

DIRECTORS' RESPONSIBILITY STATEMENT

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 FY2024.

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 year ended March 31, 2024, 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, 2024 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.

(i) Extract of Annual Return

Pursuant to Section 92(3) and Section 134(3) of the Act, the Company has placed a copy of the Annual Return as at March 31, 2024 on its website and the same can be accessed at https://www.radicokhaitan.com/wp-content/uploads/2024/07/MGT-7-Annual-Return-2023-24.pdf

(ii) Public Deposits

During the year under review, the Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

(iii) Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.

(iv) Particulars of Contract or Arrangements with Related Parties

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and were approved by the Audit Committee. Further, during the year, the Company had not entered into any material Related Party Transactions. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not applicable.

The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee for the transactions which are repetitive in nature and in line with the Policy on Materiality of and dealing with Related Party Transactions ("RPT Policy") adopted by the Company. Audit Committee grants Omnibus approval for the Related Party Transactions which are of repetitive nature. A statement giving details of all Related Party Transactions are placed before the Audit Committee for review on a quarterly basis.

The RPT Policy as amended and approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report. None of the Directors has any pecuniary relationship of transactions vis-a-vis the Company.

(v) Orders Passed by Courts/Regulators

During the year, no significant and material orders passed by the Regulators/Courts/Tribunals which may impact the going concern status and Company's operations in future.

(vi) Secretarial Standards

The Company has followed applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e., SS-1 and SS-2, on 'Meetings of the Board of Directors' and 'General Meetings', respectively.

(vii) Corporate Governance Report

The Company is in compliance with the requirements of Corporate Governance as stipulated under the Listing Regulations. The Corporate Governance Report including a certificate from M/s. TVA & Co. LLP, Company Secretaries, regarding compliance of the conditions of Corporate Governance is annexed herewith and forming part of the Annual Report.

(viii) General Reserve

Your Directors do not propose to transfer any amount to General Reserve and the entire amount of the profit for the year ended March 31, 2024 forms part of retained earnings.

(ix) Management Discussion and Analysis

Management Discussion and Analysis Report, as required under the Listing Regulations is provided as a separate report and forms part of this Annual Report.

(x) Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for FY2024, detailing various initiatives taken by the Company on the Environmental, Social and Governance front is annexed as a separate report and forms part of this Annual Report.

(xi) Change in the Nature of Business

There is no change in the nature of business during the year under review.

(xii) Details of Material Changes from the end of FY2024

There have been no material changes and commitment, affecting the financial position of the Company which occurred between the end of the FY2024 till the date of this Report, other than those already mentioned in this Report.

(xiii) Application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 along with their status as at the end of the financial year.

During the year, the Company has neither made any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

(xiv) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the year, no one time settlement was made with respect to any amount of loan raised by the Company from any banks or financial institution.

(xv) Dispatch of Annual Report through electronic mode

In compliance with the Circular No. 20/2020 dated May 05, 2020, Circular No. 09/2023 dated

September 25, 2023 other relevant Circulars issued by the Ministry of Corporate Affairs ("MCA") and Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167 dated October 07, 2023 and other relevant circulars issued by the Securities and Exchange Board of India ("SEBI") and all other Circulars issued by MCA and SEBI in this regard, the notice of the AGM along with the Annual Report for FY2024 are being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report for FY2024 will also be available on the Company's website (http:// www.radicokhaitan. com/investor-relations/), websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and on the website of the Company's Registrar and Transfer Agent, KFin Technologies Limited at https:// evoting.kfintech.com/.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation to all the employees for their commitment and contribution to the success of the Company. Their enthusiasm and hard work have enabled the Company to be at the forefront of the industry. We also take this opportunity to thank all our valued customers who have appreciated and cherished our products.

The Board extends heartfelt thanks to the investors and bankers for their ongoing support throughout the year. The directors also acknowledge the guidance and assistance from regulatory authorities, including SEBI, Stock Exchanges, and other Central and State Government agencies. In addition, the Board appreciates the support and collaboration from supply chain partners and other business associates. We look forward to their continued partnership and support in the future.