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:

(Amount ' in lakhs)

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
superior quality. The brand enjoys strong consumer equity,
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 ' 807,296.11 lakhs, marking a
growth of 5.25% as compared to ' 7,66,857.03 lakhs
during the previous year. The total expenses during
the year increased by 2.23% to ' 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 ' 27,081.85 lakhs,
representing a significant increase of approximately
1,094% over ' 2,265.98 lakhs in the previous year.
After providing for income tax, Profit After Tax was
' 20,012.88 lakhs, registering a remarkable growth of
2,875% compared to ' 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 R7J- 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.

10. EMPLOYEE STOCK OPTION SCHEME

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).

11. SUBSIDIARY COMPANIES, ASSOCIATE
COMPANIES AND JOINT VENTURE
COMPANIES:

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/.

12. PUBLIC DEPOSITS:

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.

13. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

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/.

14. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS OUTGO:

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.

15. ANNUAL RETURN:

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.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

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.

17. DISCLOSURE UNDER SECTION 134(3)(I) OF
THE COMPANIES ACT, 2013:

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.

18. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY:

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.

19. BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL (“KMP”):

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:-

Appointment and Change in designation of
Directors during the year:

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,

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 re¬
appointment

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.

Declaration by Independent Directors:

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.

Board Evaluation

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.

Disqualification of Directors:

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.

20. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

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.

21. FINANCE:

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.

22. CREDIT RATING:

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.

23. RISK MANAGEMENT & INTERNAL FINANCIAL
CONTROLS:

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

24. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE:

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.

25. VIGIL MECHANISM

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.

26. PERSONNEL / HUMAN RESOURCES
DEVELOPMENT

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:

i) Total rewards Mindset:

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
curated with a focus on high-touch sales capabilities,
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.

vi) Succession planning:

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.

27. INSURANCE

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:

At the 15^th Annual General Meeting (AGM) of the Company
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.

30. COST AUDITORS

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.

31. INTERNAL AUDITOR

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

32. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

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 ' 38.03 lakhs. As a part
of its CSR activities, the Company has spent a sum of
' 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 ' 38.03 lakhs for the current year the
available amount of ' 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.

34. CORPORATE GOVERNANCE:

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.

35. MANAGEMENT DISCUSSION AND ANALYSIS:

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.

36. OTHER DISCLOSURES

a. BOARD MEETINGS:

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

b. COMMITTEES OF THE BOARD:

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.

c. CONSOLIDATED FINANCIAL STATEMENTS:

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
' 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 ' 26,572.27 lakhs as
against '1,777.03 lakhs in the previous year. The
consolidated profit after tax ' 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/.

d. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATOR OR
COURT OR TRIBUNAL:

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.

e. DISCLOSURE UNDER SECTION 43(A)(II) OF
THE COMPANIES ACT, 2013:

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.

f. DISCLOSURE UNDER SECTION 54(1)(D) OF
THE COMPANIES ACT, 2013:

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.

g. DISCLOSURE UNDER SECTION 62(1) (B) OF
THE COMPANIES ACT, 2013:

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.

h. DISCLOSURE UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013:

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.

i. DISCLOSURE OF PROCEEDINGS PENDING,
OR APPLICATION MADE UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016:

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

j. DISCLOSURE OF REASON FOR DIFFERENCE
BETWEEN VALUATION DONE AT THE TIME OF
TAKING LOAN FROM BANK AND AT THE TIME
OF ONE TIME SETTLEMENT:

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

k. COMPLIANCES OF SECRETARIAL STANDARDS:

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.

l. PARTICULARS OF EMPLOYEES:

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.

m. STATEMENT OF DEVIATION(S) OR
VARIATION(S):

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.

n. SEBI COMPLAINTS REDRESS SYSTEM
(SCORES):

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.

o. CRITERIA FOR MAKING PAYMENTS TO NON¬
EXECUTIVE DIRECTORS:

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.

p. DISCLOSURE PURSUANT TO SECTION 197(14)
OF THE COMPANIES ACT, 2013, AND RULES
MADE THEREUNDER:

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.

q. CODE OF CONDUCT:

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.

s. MEANS OF COMMUNICATION:

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.

t. WEBSITE:

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.

v. LISTING ON STOCK EXCHANGE:

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.

w. DEPOSITORY SYSTEM:

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.

37. 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
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.

38. ACKNOWLEDGEMENTS AND APPRECIATION:

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.

By order of the Board

For Allied Blenders and Distillers Limited

Alok Gupta Shekhar Ramamurthy

Managing Director Whole-Time Director

DIN: 02330045 DIN: 00504801

Date: May 15, 2025

Place: Mumbai