Dear Members,

Your Directors are pleased to present their report and the Company's audited financial statements for the financial year ended 31 st March 2026.

Highlights of the Financial Performance and State of the Company's Affairs

(Rs. in million)

* In accordance with the 'Ind AS 33 - Earnings Per Share; the figures of Earnings Per Share for previous periods presented have been restated to give effect to the allotment of the bonus equity shares.

Note: The figures stated above are as per the standalone financial statements.

* Financial year 2023-24 comprised 15 months period from 1 st January 2023 to 31 st March 2024, hence the figures are not comparable. However, previous year 2023-24 ratios have been annualised to make it comparable.

Share Capital - refer Note 16 of financial statement on equity share capital.

Property, Plant and Equipment -A- Fixed Assets Tunover Ratio (times)

Property, Plant and Equipment includes Owned and Right of Use Assets.

A Financial year 2023-24 comprised 15 months period from 1 st January 2023 to 31 st March 2024 hence, the figures are not comparable. However, the property, plant and equipment turns (times) have been annualised to make it comparable.

Note 2: The figures stated above are as per standalone financial statements. *Financial year 2023-24 comprised 15 months period from 1 st January 2023 to 31 st March 2024 hence, the figures are not comparable.

Dividends

The Board of Directors (the "Board") of your Company have recommended a final dividend of h 5/- per equity share of face value of h 1/- each, amounting to h 9,641.6 million for the financial year ended 31 st March 2026 for approval ofthe members at the ensuing 67 th Annual General Meeting ("AGM") of your Company. During the financial year ended 31 st March 2026, an interim dividend of h 7/- per equity share of face value of h 1/- each, was paid on and from 26 th February 2026. The total dividend for the financial year, including the proposed final dividend, amounts to h 12/- per equity share, leading to a total dividend payout of h 23,139.8 million for the financial year.

The interim dividend paid during the financial year ended 31 st March 2026 and the final dividend

recommended for the financial year ended 31 st March 2026 is in accordance with the Dividend Distribution Policy of your Company. The said Policy is available on the website of your Company at https://www.nestle.in/ investors/policies .

Amount transferred to Reserves

The Board of your Company do not propose to transfer any amount to the reserves.

Contribution to the Exchequer

Your Company over the years has been enabling significant contribution to various taxes.

During the financial year ended 31 st March 2026, your Company through its businesses, enabled tax collections at Central and State level close to H47 billion, in aggregate.

Subsidiary, Joint Venture and Associate companies

As on 31 st March 2026, your Company did not have any subsidiary company. The Board of your Company at its meeting held on 25 th April 2024, executed a definitive Joint Venture Agreement ("JV Agreement") to establish a joint venture called "Dr. Reddy's and Nestle Health Science Limited" (formerly Dr. Reddy's Nutraceuticals Limited) ["JV Company"] between the Company and Dr. Reddy's Laboratories Limited ("DRL") to bring together the well-known global range of nutritional health solutions as well as vitamins, minerals and health supplements of Nestle Health Science and the nutraceutical portfolio, strong and established commercial strengths of DRL. This collaboration sought to enable both the partners to expand their complementary nutraceutical portfolio across key categories such as metabolic health, hospital nutrition, healthy ageing, general wellness, women's health, and child nutrition, serving consumers across India and Nepal.

The Company has obtained a certificate from the Statutory Auditors certifying that the Company is in compliance with the FEMA Regulations with respect to the downstream investment made in the JV Company.

The consolidated financial statements presented in this annual report include financial results of the associate/ joint venture companies. A separate statement providing details of performance and salient features of the financial statements of subsidiary, associate, joint venture companies, as per Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014 and its contribution to the overall performance of the Company is provided under Note no. 48 of the consolidated financial statements and Annexure to the consolidated financial statements on page no. 193, and therefore not repeated in this Report to avoid duplication.

Share Capital

As approved by the members at the Extraordinary General Meeting of the Company held on 24 th July 2025, the Authorised Share Capital of the Company was increased from H1,000,000,000/- (Rupees one hundred crore only) divided into 1,000,000,000 (one hundred crore) equity shares of face value of H1/- (Rupee one only) each to h 2,000,000,000/- (Rupees two hundred crore only) divided into 2,000,000,000 (two hundred crore) equity shares of face value of H1/- (Rupee one only) each and consequently, Clause V of the Memorandum of Association of the Company stands altered.

Effective 11 th August, 2025, the issued, subscribed and paid-up equity share capital of the Company stands increased from ?964,157,160/- (Rupees ninety six crore forty one lakh fifty seven thousand one hundred and sixty only) divided into 964,157,160 equity shares of face value of H1/- (Rupee one only) each to h 1,928,314,320/- (Rupees one hundred and ninety two crore eighty three lakh fourteen thousand three hundred and twenty only) divided into 1,928,314,320 (One hundred and ninety two crore eighty three lakh fourteen thousand three hundred and twenty) equity shares of face value of H1/- (Rupee one only) each, following the allotment of 964,157,160 equity shares of face value of H1/- (Rupee one only) each as fully paid-up bonus equity shares, in the ratio of 1:1, i.e., one (1) fully paid-up equity share of face value of H1/- (Rupee one only) each for every one (1) existing fully paid-up equity share of face value of H1/- (Rupee one only) each, to those eligible members of the Company whose name appeared in the Register of Members/ Beneficial Owners as on the Record Date i.e., 8 th August 2025.

These bonus equity shares were issued by capitalising H964.2 million from retained earnings of the Company, out of the H8,374.3 million that was reclassified from the General Reserve and credited to the Retained Earnings during the financial year ended 31 st March 2024, in accordance with the Scheme of Arrangement ("Scheme") sanctioned by National Company Law Tribunal, Delhi Bench ("Hon'ble NCLT"), vide its order dated 15 th September 2023 and which became effective from 19 th October 2023 ("the NCLT Order"). In terms of the Scheme, the aforesaid amount reclassified to Retained Earnings represents accumulated profits of the Company and is available for distribution to the members, from time to time, at the discretion of the Board of Directors, in such manner, quantum and at such time as the Board may decide, subject to applicable regulatory, fiscal and other relevant considerations, including payment of applicable taxes. A copy of the NCLT Order and the Scheme is available on the website of the Company at https://www.nestle.in/sites/g/files/ pydnoa451/files/2023-09/Final%20Intimation%20 NCLT%20QRDER%2015.09.2023%20Scheme%20of%20 Arrangement%20signed.pdf .

Material changes and Commitments

There have been no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year ended 31 st March 2026 to which the financial statements relate and the date of this report.

There has been no change in the nature of business of your Company.

Exports

During the financial year ended 31 st March 2026, your Company expanded exports business to new markets, including the Maldives and Papua New Guinea, taking the export footprint to 28 countries through 127 million equivalent consumer units. NESCAFE Sunrise was introduced in the UAE, Saudi Arabia, Singapore and New Zealand, and NESCAFE Bulk exports commenced to the UAE for use in 3-in-1 offerings for sale in GCC member countries. MAGGI Masala-Ae-Magic seasoning mix was expanded in the UK, US and UAE; the KITKAT range was launched in Singapore; and Milkmaid Doypack was introduced in Sri Lanka.

Business Development

During the financial year ended 31 st March 2026, your Company remained focused on the fundamentals and executed with resilience, delivering 14.9% sales growth alongside strong market share gains.

Your Company's power brands have strengthened their positions. MAGGI Noodles consistently maintained market leadership, while KITKAT and NESCAFE accelerated market share gains.

Product Group Performance

Confectionery recorded high double-digit growth in both value and volume, underpinned by strong underlying transaction growth across powerhouse brands. Momentum was supported by increased distribution, enhanced freshness through the visicoolers programme and a sustained innovation pipeline. Key launches and portfolio actions included KITKAT Pops; MILKYBAR Butterscotch tablets; MUNCH MAX Crunchies; and further premiumisation of the KITKAT portfolio with Salted Caramel and Hazelnut.

Powdered and Liquid Beverages delivered another year of high double-digit growth, driven by increased coffee penetration, accelerated premiumisation and deeper category relevance across consumer segments, supported by strong brand equity and an expanded footprint. Performance was anchored by sustained double-digit growth in the coffee portfolio, supported by a clear strategy focused on penetration

and premiumisation across both ends of the spectrum. The Ready-to-Drink ("RTD") journey accelerated with innovative Vietnamese Latte and Iced Cappuccino variants, reinforcing RTD as a key pillar of future growth. NESPRESSO continued its growth trajectory with the opening of its second boutique in India (Gurugram), which has resonated well with coffee connoisseurs.

Prepared Dishes and Cooking Aids delivered strong, volume-driven growth, supported by engagement with urban consumers and expanded rural reach, resulting in gains in market share and penetration. Focused innovations (including 'Double Masala' and the expanded 'Spicy Range') and increased media investments behind core brands helped sustain and accelerate growth momentum. Pet food, which is part of the Prepared Dishes and Cooking Aids, reported high double-digit growth, driven by a strong innovation pipeline to expand penetration and trials, wider distribution and a sharper focus on building deeper bonds between pets and pet parents.

Milk Products and Nutrition demonstrated resilience, delivering steady growth. Your Company expanded portfolio accessibility and value by introducing new and larger pack sizes to meet evolving consumer needs. Everyday Dairy Whitener continued to strengthen the portfolio, with strong reach in South and East India. The science-led Infant Nutrition proposition was advanced with NAN ExcellaPro (5 HMOs + probiotics); the CERELAC No Refined Sugar range was expanded; and the toddler portfolio was strengthened through differentiated, multi-channel communication.

During the financial year ended 31 st March 2026, your Company strengthened its business development agenda by widening the growth funnel across channels, geographies and adjacencies. This was delivered through sharper customer acquisition and activation, targeted expansion in high-potential outlets, and deeper engagement with key customers and ecosystem partners—while staying anchored to consumer-led innovation and disciplined execution.

All major channels recorded strong double-digit growth, supported by improved execution, partner collaboration and technology-enabled replenishment.

Nestle Professional (Out-of-Home) delivered sustained, penetration-led, volume-driven growth, reinforcing its position as one of your Company's fastest-growing businesses. India remained the largest market for Nestle's Out-of-Home business in the Asia, Oceania and Africa zone (excluding China). Growth was supported by strong customer acquisition, innovation and premiumisation, including the expansion of the beverage portfolio with NESCAFE Duo Gusto (hot and cold offerings) and the introduction of low and zero-sugar beverage options.

Recipe-led innovations included MAGGI Coconut Milk powder expansion into coastal cuisines and emerging cafe and bakery applications for MILKMAID.

Your Company continued to execute an omni-channel strategy aligned to the evolving retail ecosystem, scaling e-commerce and quick commerce, strengthening modern trade and chain pharmacy, and sustaining growth through general trade across semi-urban and rural markets.

Priorities remained focused on improving in-stock availability, reducing lead times and enhancing execution consistency through sharper channel-wise assortment and pack roles, closer partner collaboration and technology-enabled replenishment.

Growth momentum continued, led by strong Quick Commerce performance-driven by improved availability, a curated platform-specific pack portfolio across relevant categories, targeted on and off-platform media interventions, and strong festive participation throughout the year.

Organized Trade delivered double-digit growth across key categories, led by impactful in-store activations, improved visibility and continued store expansion.

Rural Expansion and Execution

In rural markets, your Company strengthened its route-to-market and accelerated reach expansion through a focused approach anchored on infrastructure, product portfolio, technology, visibility, consumer communication and people. This integrated approach delivered a strong scale-up in reach across geographies supporting the highest reach increase among industry peers, driven primarily by rural markets expanding presence to ~216,000 villages and sharpening the focus from adding outlets to improving coverage effectiveness and execution quality.

Nutrition, Health and Wellness

Innovation and renovation are integral to Nestle's Nutrition, Health and Wellness (NHW) strategy. Your Company continues to make steady progress in reducing salt, added sugar and fat content across its portfolio. Your Company believes that all foods can have a role in a balanced diet, alongside vegetables, fruits, dairy, pulses and whole grains.

Your Company continues to strengthen the nutritional profile of its product portfolio by leveraging its deep expertise in nutrition, science and product development.

Nestle S.A. through its R&D capabilities plays a critical role in this innovation and renovation agenda, enabling science-led reformulation, new product development and continuous improvement of nutritional profiles while safeguarding taste, quality and safety standards

and offering more options to its consumers that are contemporary, nutritious and in line with local taste and preferences.

Your Company provides clear nutrition information and guidance to consumers through platforms such as AskNestle, promoting balanced and informed consumption. AskNestle was launched in 2019 and since then over 92 million visits have been recorded on the website for nutritional information, over 717,000 meal plans have been generated and over 10.7 million access sessions to expert articles have been made.

Furthermore, your Company voluntarily includes on its front of pack Guideline Daily Amount (GDA) labelling that provides consumers transparent nutrition information in the context of a reference portion for energy and other key defined nutrients in relation to their daily needs.

People

At the heart of delivering these priorities are our people creating an environment where they are empowered to act fast, stay focused and remain flexible, and where bolder, bigger and better innovations can thrive. Your Company is strengthening capabilities to leverage technology, shift people's time to higher-value work and deliver greater impact. Our people remain central to the business, bringing creativity and judgment to serve consumers and customers.

Societal Initiatives and Creating Shared Value

True to its commitment to making a meaningful impact, your Company continued to advance societal initiatives strengthening rural development, education and livelihood enhancement, scaling feeding programmes, and improving water and sanitation.

Guided by its purpose, your Company continued to create shared value by serving consumers responsibly. Across Nestle India, teams advanced the Good for Planet roadmap through robust governance and rigorous execution advancing responsible sourcing, accelerating packaging improvements, strengthening water stewardship, and progressing resource-efficient factories.

Commodity Outlook

Coffee prices continue to trend lower, supported by a favourable crop in Vietnam and the forthcoming crop in Brazil. Cocoa prices remain subdued, reflecting improved supply and moderated demand. Sugar prices remain stable. Edible oil prices are firm and have moved higher in line with global crude oil prices, supported by increased diversion to biodiesel. Wheat has been affected by unseasonal rains in April, resulting in a delayed harvest and lower quantity and quality. Milk prices have firmed and are expected to remain elevated through the summer lean season.

Goods and Services Tax (GST)

The amendments in the rates announced by the Government of India was a positive step for consumers. It stimulated consumption, drove affordability and contribute to the overall growth of the FMCG sector and the economy. Your Company worked closely with its partners, distributors, wholesalers, and retailers, to pass on the benefits of the revised GST rates across product groups to consumers. This helped contain some of the commodity inflationary impacts from consumer pricing perspective. Your Company has managed the transition efficiently and are currently well placed.

Management Analysis Global Economy

During the financial year ended 31 st March 2026, the global economy was resilient but uneven—an important backdrop for FMCG demand, input costs, and execution across modern and general trade. Services-led growth alongside a softer goods cycle translated into mixed category momentum, with value-seeking behaviour and smaller pack sizes more evident where real incomes were under pressure. The IMF World Economic Outlook (October 2025) projected global growth moderating from 3.2% (2025) to 3.1% (2026); the WEO Update (January 2026) revised the outlook slightly higher to 3.3% (2026) and 3.2% (2027), consistent with continued but uneven disinflation. For FMCG, this typically supports relative volume resilience in essential categories, while keeping discretionary and premium segments more sensitive to price architecture, promotions, and channel mix. Cost conditions remained two-speed: easing headline inflation helped in some markets, but energy and food volatility and periodic shipping and freight disruption continued to create episodic pressure on commodities, packaging, and logistics costs. McKinsey's Economic conditions outlook (March 2026) highlighted a sharp increase in perceived geopolitical risk (72% vs 51% in December 2025) and the re-emergence of energy prices among top risks, raising the probability of sudden moves in resin, fuel, and freight costs and sharpening price-versus-margin trade-offs.

Indian Economic Overview

The financial year ended 31 st March 2026 witnessed steady economic expansion and improving real income conditions. As referenced in the Economic Survey 2025-26 (citing the First Advance Estimates), real GDP growth is placed at ~7.4%, while private consumption's share in GDP rose to 61.5% (highest since 2011-12).

Growth conditions reflected a mix of supportive domestic demand, continued public capex, and resilient services activity, with near-term momentum influenced by food prices and monsoon outcomes. Private consumption remained a key driver, while investment activity and

government spending continued to shape aggregate demand. External conditions (global growth, commodity prices and trade flows) remained an important source of both upside and downside risk.

Inflation moderated during the year, supporting household purchasing power. The Economic Survey 2025-26 notes average retail inflation (CPI) of about 1.7% during April-December 2025; however, food inflation remained the key source of near-term volatility. Rural conditions and agriculture remained macro-relevant given their linkages to food inflation, rural incomes and consumption. Policy support to agriculture and allied activities continued through income transfers (PM-KISAN), wider institutional credit and crop insurance (PMFBY), alongside investments in irrigation, rural roads, storage and agri-logistics. Procurement/ MSP operations helped anchor price expectations for key crops. For the broader economy, the key watch-outs are monsoon and crop outcomes, food inflation pass-through, and the resulting effects on rural demand and inflation dynamics.

Public capital expenditure and ongoing infrastructure build-out continued to support medium-term growth prospects. Improvements in roads, logistics and connectivity can reduce freight and inventory costs, raise productivity and improve market integration across regions. Over time, these effects can help crowd in private investment, deepen supply chains, and strengthen the economy's capacity to absorb demand without generating sustained inflationary pressures.

Digital adoption continued to reshape economic activity. Wider use of UPI and deeper connectivity supported payments efficiency, greater financial inclusion and continued formalisation, while enabling faster adoption of digital commerce and data-driven supply chains across sectors.

The policy focus on ease of doing business continued. Budget 2025-26 announced an Investment Friendliness Index of States to encourage state-level improvements in the business environment.

Key watch-outs for the financial year 2025-26 include monsoon and food-price dynamics (and their inflation pass-through), global growth and commodity-price volatility, the pace of private investment and credit conditions, and the consistency of fiscal-capex execution.

Indian FMCG and Food & Beverages Sector

The Indian FMCG and food & beverages sector operated in a more balanced demand environment during the financial year ended 31 st March 2026, compared to the preceding period of elevated inflation. Growth was supported by gradual recovery in real incomes, resilient demand in staple and everyday consumption categories, and continued consumer preference for health, hygiene, convenience and value-led offerings. Demand trends

remained mixed across cohorts, with premiumisation in select urban segments coexisting with value-seeking behaviour in more price-sensitive markets, reinforcing the importance of appropriate price-pack architecture and portfolio discipline.

General trade remained the largest channel, while modern trade, e-commerce and quick commerce continued to gain relevance, particularly in urban markets. At the same time, the food processing ecosystem continued to benefit from improving infrastructure, formalisation and policy support, supporting the medium-term growth opportunity for branded and value-added food categories. Input-cost conditions remained mixed, with moderation in headline inflation partly offset by volatility in food commodities and energy-linked inputs. The sector also remained sensitive to agricultural output, climate and monsoon variability, logistics efficiency, and evolving food safety and compliance requirements.

Food Processing Sector

India's food processing sector remained an important part of the broader consumption, agriculture and manufacturing landscape during the financial year 2025-26. The sector continued to benefit from India's large agricultural base, rising urbanisation, growing demand for convenience and value-added foods, and increasing consumer preference for branded and packaged products. Structural drivers such as formalisation, improving cold-chain and logistics infrastructure, and rising focus on food quality and safety continued to support the long-term opportunity across categories.

Government initiatives aimed at strengthening processing infrastructure, cold chain, formalisation and manufacturing capability continued to support the sector. Export opportunities, investment activity and growing consumer demand for safer, higher-quality and more convenient food offerings reinforced the medium-term opportunity. At the same time, the sector remained sensitive to agricultural output, commodity-price movements, climate and monsoon variability, logistics efficiency, and evolving food safety, labelling and compliance requirements.

Directors Responsibility Statement

The Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31 st March 2026, the applicable accounting standards have been followed and no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 st March 2026 and of the profits of your Company for that period;

c) they 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 your Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively; and

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

Directors and Key Managerial Personnel

Pursuant to the intimation received from Nestle S.A. and in accordance with Article 106 and 118A of the Articles of Association of your Company, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), at its meeting held on 17 th October 2024, recommended to the members the appointment of Mr. Manish Tiwary (DIN: 02572830) as a Non-Retiring Director and Managing Director ('Key Managerial Personnel') of the Company for a term of five consecutive years, effective from 1 st August 2025 up to 31 st July 2030. The members of the Company approved the said appointment by way of an ordinary resolution passed at the 66 th Annual General Meeting held on 26 th June 2025. As part of the transition plan approved by the Board, Mr. Manish Tiwary joined the Company on 1 st February 2025 as a Managing Director (Designate) and was appointed as a Key Managerial Personnel of the Company with effect from 24 th April 2025. He assumed responsibilities as Managing Director effective from 1 st August 2025. Further, the Board of Directors, at its meeting held on 24 th July 2025, appointed Mr. Manish Tiwary as the Chairman of Board of the Company with effect from 1 st August 2025. Mr. Manish Tiwary fulfils the criteria prescribed under the Nomination and Remuneration Policy of the Company, including in respect of qualifications, experience, expertise, proficiency and integrity.

The Board of Directors, based on the recommendation of the NRC, at its meeting held on 24 th April 2025 and after considering eligibility, extensive knowledge, skills, experience, time commitment, availability, attendance and contributions in Board and Committee Meetings, and annual performance evaluation reports, approved the re-appointment of Mr. Prathivadibhayankara Rajagopalan Ramesh (DIN: 01915274) as an Independent Non-Executive Director of the Company with effect

from 1 st July 2025, for a second term of five consecutive years i.e., upto 30 th June 2030. The said re-appointment was subsequently approved by the members by way of a special resolution passed at the 66 th Annual General Meeting held on 26 th June 2025.

Mr. Suresh Narayanan (DIN: 07246738), retired as Chairman and Managing Director of your Company on 31 st July 2025. During his tenure, he provided exemplary leadership, successfully steering the Company through the MAGGI crisis of 2015, restoring consumer trust, reinforcing the Company's reputation for quality and safety and delivering sustained growth and market expansion. The Board places on record its sincere appreciation for his exemplary leadership, significant contributions and dedicated service to the Company.

The Board of Directors, based on the recommendation of the NRC, through a resolution passed by circulation on 20 th November 2025 appointed Mr. Mandeep Singh Chhatwal (DIN: 11387157) as an Additional Director and Non-Executive Director of the Company with effect from 1 st January 2026, which was subsequently approved by the members of the Company by way of an ordinary resolution passed through Postal Ballot on 13 th March 2026.

Ms. Svetlana Boldina (DIN: 10044338), relinquished her office as a Whole-time Director, designated as Executive Director - Finance & Control and Chief Financial Officer, of your Company with effect from 31 st January 2026, consequent to her taking up a new assignment with a Nestle Affiliate. The Board places on record its sincere appreciation for Ms. Boldina's valuable contributions during her tenure as a Whole-time Director of the Company.

The Board of Directors had, on the recommendation of the NRC, at its meeting held on 30 th January 2026 approved the appointment of Mr. Edouard Dominique Jean Mac Nab ("Mr. Edouard Mac Nab") (DIN: 11511070) as an Additional Director and Whole-time Director of the Company, designated as Executive Director - Finance & Control and Chief Financial Officer, with effect from 1 st March 2026, to hold office for a term of five consecutive years i.e., upto 28 th February 2031. The said appointment was approved by the members of the Company by way of an ordinary resolution passed through Postal Ballot on 13 th March 2026.

Mr. Satish Srinivasan (DIN: 10173407), will retire as a Whole-time Director, designated as Executive Director - Technical, of the Company with effect from 31 st May 2026. The Board places on record its sincere appreciation for his significant contributions and dedicated service to the Company.

The Board of Directors, on the recommendation of the NRC, at its meeting held on 30 th January 2026,

recommended the appointment of Mr. Jagdeep Singh Marahar (DIN: 09121056) as a Whole-time Director of the Company, designated as Executive Director - Technical of the Company for a term of five consecutive years, effective from 1 st June 2026 up to 31 st May 2031. The Board, in order to facilitate seamless transition, designated Mr. Jagdeep Singh Marahar as Head - Technical (Key Managerial Personnel) of the Company effective from 1 st May 2026. The said appointment was approved by the members of the Company by way of an ordinary resolution passed through Postal Ballot on 13 th March 2026.

Mr. Mandeep Singh Chhatwal (DIN: 11387157),

Non-Executive Director of your Company, retires by rotation at the ensuing 67 th AGM and, being eligible, has offered himself for re-appointment. A resolution seeking the approval of the members for his re-appointment forms part of the Notice convening the 67 th AGM.

During the financial year ended 31 st March 2026, none of the Directors resigned from the Company.

All the Independent Non-Executive Directors of your Company have submitted the declaration confirming that they meet the criteria of independence as prescribed under the Act along with Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act, and are not disqualified from continuing as Independent Non-Executive Directors. The Board has taken on record the said declarations submitted by Independent Non-Executive Directors after undertaking due assessment of the veracity of the same. The Board is of the opinion that the Independent Non-Executive Directors of your Company including those appointed/ re-appointed during the financial year ended 31 st March 2026, possess requisite qualifications, expertise and experience (including the proficiency) and they hold highest standards of integrity. The Independent Non-Executive Directors of your Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. During the financial year ended 31 st March 2026, the Independent Non-Executive Directors of your Company had no pecuniary relationship or transactions with your Company, other than sitting fees, commission and reimbursement of expenses, if any.

During the financial year ended 31 st March 2026, the Company has not received any amount from the Directors of the Company.

Pursuant to the provisions of Section 203 of the Act, Mr. Manish Tiwary, Chairman and Managing Director, Mr. Edouard Mac Nab, Executive Director - Finance &

Control and CFO and Mr. Pramod Kumar Rai, Company Secretary and Head of Governance & Compliance, are the Key Managerial Personnel of your Company as on 31 st March 2026.

The NRC had adopted principles for identification of key managerial personnel, senior management including the executive directors which are based on "The Nestle Management and Leadership Principles" and "Nestle Leadership Framework". Nomination and Remuneration (NR) Policy of your Company includes criteria for determining qualifications, positive attributes and independence of a director. The NR Policy relating to the remuneration of directors, key managerial personnel, senior management and other employees is framed with the object of attracting, retaining and motivating talent which is required to run your Company successfully. The same is also available on the website of your Company at https://www.nestle.in/investors/policies . There has been no change in the NR Policy of the Company during the financial year ended 31 st March 2026.

An annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors and the details of manner of performance evaluation of Directors, Board and its Committees are available in the Corporate Governance Report, which forms an integral part of this Report.

Familiarization Programme for Directors

Your Company has in place a structured familiarisation programme for its Independent Non-Executive Directors. As part of such programme, the Directors are apprised, inter-alia, of the Company's business operations, strategic and business plans, budgets, roles, rights, and responsibilities of Directors, industry dynamics, business model and competitive landscape, through business presentations by the senior management. The Company also organizes visits to its manufacturing facilities and certain research and development centres forming part of the Nestle global R&D network, to enable the Directors to gain a deeper understanding of its operations.

The details of familiarization programmes imparted to the Directors are available on the website of your Company at https://www.nestle.in/about-us/our-leadership-team .

Corporate Social Responsibility

During the financial year ended 31 st March 2026, the CSR Committee was re-constituted. Mr. Manish Tiwary, Chairman and Managing Director and Mr. Edouard Mac Nab, Executive Director - Finance & Control and Chief Financial Officer, were appointed as Members of the CSR Committee with effect from 1 st August 2025 and 1 st March 2026, respectively, in place of Mr. Suresh Narayanan and Ms. Svetlana Boldina, who ceased to be Members of the CSR Committee with effect from 31 st July 2025 and 31 st January 2026, respectively.

As on 31 st March 2026, the CSR Committee comprised Ms. Suneeta Reddy as Chairperson and Mr. Manish Tiwary, Ms. Anjali Bansal and

Mr. Edouard Mac Nab as Members.

The terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report. Your Company has also formulated a CSR Policy, which is available on the website of your Company at https://www.nestle.in/investors/policies . The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended ("CSR Rules"), is annexed as Annexure - 2 and forms an integral part of this Report.

In terms of Section 135 of the Act read with CSR Rules, your Company, during the financial year ended 31 st March 2026, has spent more than two percent of the average net profits of your Company during the three immediately preceding financial years, in accordance with the CSR Policy and the Annual Action Plan approved by the Board of Directors, from time to time, on the recommendation of the CSR Committee.

In addition, your Company has been undertaking societal initiatives for several decades under the umbrella of "Creating Shared Value", which have not been considered for the purpose of computing the CSR expenditure under the CSR Rules.

Your Company's CSR initiatives focus on key areas such as nutrition awareness, water and sanitation, rural development, and the environment. During the financial year ended 31 st March 2026, your Company undertook various projects, inter-alia , in the areas of nutrition, health and breastfeeding awareness programmes; plastic waste management awareness initiatives; access to hands-on science education; establishing school libraries; providing clean drinking water and sanitation facilities; livelihood enhancement for street food vendors; feeding programmes; and village adoption initiatives aimed at sustainable development. The Company has implemented these initiatives in collaboration with credible non-governmental organisations ("NGOs"), implementing partners, and relevant authorities across various States in India. Details of the salient features of the CSR Policy and CSR projects undertaken during the year are provided on pages 34 to 37 and forms an integral part of this Report.

Business Responsibility and Sustainability Report

Your Company conducts its business in a manner that delivers long-term shareholder value while contributing to societal well-being. Your Company continues to focus on its commitments aligned with national priorities and the United Nations Sustainable Development Goals.

Your Company aims to provide safe, high quality and sustainable food that is nutritious, accessible and affordable, while minimizing its impact on natural resources, contributing to a future in which they are available for generations to come; boosting the well-being of the communities. It is equally committed to enhancing the well-being of communities, enabling a transition towards regenerative practices, fostering a positive business environment and empowering your Company's employees to make sustainable business decisions.

In terms of Regulation 34 of the Listing Regulations, read with relevant SEBI Circulars, disclosures on Environment, Social and Governance ("ESG") parameters are prescribed through the Business Responsibility and Sustainability Report ("BRSR"). The BRSR requires disclosure of the Company's performance against nine principles of the "National Guidelines on Responsible Business Conduct" ("NGRBCs").

Further, the BRSR Core, being a sub-set of BRSR comprising key performance indicators (KPIs) across nine ESG attributes, has prescribed additional matrices for assurances, including, job creation in small towns, openness of business and gross wages paid to women. In addition, for better global comparability, intensity ratios based on revenue adjusted for Purchasing Power Parity (PPP) have been included. Your Company had obtained reasonable assurance on the BRSR Core from a third-party Independent Assurance provider, M/s. S. R. Batliboi & Co. LLP.

Your Company has published the BRSR and the Assurance Report on the BRSR Core for the financial year ended 31 st March 2026, which are annexed as Annexure - 3A and Annexure - 3B , respectively, and forms an integral part of this Report.

The Risk Management and Sustainability Initiatives Committee, inter-alia , reviews the sustainability initiatives in accordance with its terms of reference on a periodic basis.

Statutory Auditors and Auditors' Report

In terms of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at the 63 rd AGM of the Company held on 12 th April 2022 approved the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Registration No.: 301003E/E300005) ['M/s. SRB'], as the Statutory Auditors of the Company for a term of five consecutive years i.e., from the conclusion of the 63 rd AGM till the conclusion of the 68 th AGM.

The Reports given by M/s. SRB on the standalone and consolidated Financial Statements of your Company for the financial year ended 31 st March 2026 ("Financial Statements") forms part of the Annual Report. The notes on the Financial Statements referred to in the

Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer. During the financial year ended 31 st March 2026, the Auditors have not reported any matter under Section 143(12) of the Act, accordingly, no details are required to be disclosed under Section 134(3)(ca) of the Act.

Cost Auditors and Cost Accounts

In terms of Section 148(1) of the Act, your Company is required to maintain cost records in respect of milk powder products as specified by the Central Government. Accordingly, your Company has been maintaining such cost records in compliance with the applicable provisions. Pursuant to Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Audit Committee, at its meeting held on 21 st April 2026, recommended the appointment of M/s. Ramanath Iyer and Co., Cost Accountants, New Delhi (Registration No. 000019) and the Board of Directors, at its meeting held on 21 st April 2026, appointed them as the Cost Auditors of your Company, to conduct the cost audit of milk powder products manufactured by the Company falling under the relevant Customs Tariff Act (Heading 0402) for the financial year ending 31 st March 2027.

The Cost Auditors have given their written consent confirming that their appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder. The Cost Auditors have further confirmed that they are not disqualified from being appointed as the Cost Auditors of your Company for the said financial year. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. In the opinion of the Directors, considering the limited scope of the audit, the proposed remuneration payable to the Cost Auditors is reasonable and fair and commensurate with the scope of work. In accordance with the provisions of the Act and the Rules framed thereunder, a resolution seeking ratification of the remuneration payable to the Cost Auditors forms part of the Notice of the ensuing 67 th AGM of your Company.

The Cost Audit Report issued for the financial year ended 31 st March 2026 does not contain any qualification, reservation, adverse remark or disclaimer, the Cost Auditors have not reported any matter under Section 143(12) of the Act, accordingly, no details are required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Auditors and Secretarial Audit Report

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, and on the recommendation of the Audit Committee, the Board of Directors appointed M/s. S. N. Ananthasubramanian & Co., Company Secretaries (Firm Registration Number - P1991MH040400) as the Secretarial Auditors of your Company for a term of five consecutive years. The Secretarial Auditors carried out the Secretarial Audit for the financial year ended 31 st March 2026. The Secretarial Audit Report is annexed as Annexure - 4 and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the financial year ended 31 st March 2026, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, accordingly, no details are required to be disclosed under Section 134(3)(ca) of the Act.

In terms of Regulation 24A of the Listing Regulations, the members of the Company at the 66 th AGM held on 26 th June 2025, on the recommendation of the Board of Directors and its Audit Committee, approved the appointment of M/s. S. N. Ananthasubramanian & Co., Company Secretaries (Firm Registration Number: P1991MH040400), as the Secretarial Auditors of the Company for a term of five consecutive years. The said appointment is effective from the conclusion of the 66 th Annual General Meeting until the conclusion of the 71 st Annual General Meeting to be held in the year 2030, covering the financial years from 2025-26 to 2029-30. M/s. S. N. Ananthasubramanian & Co. has confirmed that they are not disqualified from continuing as the Secretarial Auditors of the Company.

Secretarial Standards

During the financial year ended 31 st March 2026, your Company has complied with the applicable Secretarial Standards i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

Meetings of the Board

Six meetings of the Board of Directors of your Company were held during the financial year ended 31 st March 2026. The details of the Board meetings held and attendance of the Directors thereat are provided in the Corporate Governance Report, which is annexed as Annexure - 1 and forms an integral part of this Report. A certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed thereto.

Annual Return

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules,

2014, the Annual Return of your Company is available on the website of your Company at https://www.nestle.in/ investors/stockandfinancials/annualreturns .

Details of Loans, Guarantee and Investments

The particulars of loans, guarantee and investments have been disclosed in Note no. 7 and 8 to the standalone financial statements, which forms part of this Annual Report.

Related Party Transactions

Your Company has formulated a Policy on Materiality of Related Party Transactions and on manner of dealing with Related Party Transactions ("RPT Policy"), which, inter-alia , prescribes clear thresholds limits, as approved by the Board of Directors. The RPT Policy is available on the website of your Company at https://www.nestle. in/investors/policies . The Board of your Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the RPT Policy. All members of the Audit Committee are Independent Non-Executive Directors.

All related party transactions, including any subsequent material modifications, are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for related party transactions of a repetitive nature and/ or transactions entered into in the ordinary course of business and on an arm's length basis, on a quarterly basis. Your Company has obtained a report from a reputed accounting firm, providing a fairness opinion on the arm's length nature of the pricing policies adopted by the Company across various categories of related party transactions.

All related party transactions entered during the financial year ended 31 st March 2026 were in the ordinary course of the business and on an arm's length basis. In terms of the Act and the Rules framed thereunder read with the Listing Regulations, your Company did not enter into any material related party transactions during the financial year ended 31 st March 2026. Accordingly, the disclosure of related party transactions in Form AOC-2, as required under Section 134(3)(h) of the Act, is not applicable. Members may refer to Note no. 41 to the standalone financial statements which sets out related party disclosures pursuant to IND AS-24.

During the financial year ended 31 st March 2026, there was no material modification in the terms and conditions of General Licence Agreements ("GLAs"), as defined by the Audit Committee and specified in the RPT Policy.

Risk Management

Your Company has developed and implemented a Risk Management Policy and, in the opinion of the Board of

Directors, no element of risk was identified during the financial year ended 31 st March 2026 that may threaten the existence of your Company.

The Board of Directors of your Company evaluates the risk management systems and sustainability initiatives periodically and takes into account any recommendation(s) of the Risk Management and Sustainability Initiatives ("RMSI") Committee and the Audit Committee. The RMSI Committee provides oversight for the identification, monitoring and mitigation of material risks, and supports management in responding to evolving market and stakeholder expectations. It periodically reviews the Risk Management Policy formulated by the Company and the risk assessment and minimization procedures and sustainability initiatives of the Company.

During the financial year ended

31 st March 2026, the RMSI Committee was re-constituted. Mr. Sidharth Kumar Birla, Independent Non-Executive Director, was appointed as the Chairman of the RMSI Committee with effect from 1 st April 2025, in place of Mr. Suresh Narayanan, who ceased to be Chairman of the RMSI Committee on 31 st March 2025 and continued as a Member thereof. Also, Mr. Manish Tiwary, Chairman and Managing Director, was appointed as a Member of the RMSI Committee with effect from 1 st August 2025, in place of Mr. Suresh Narayanan, who ceased as Member of the RMSI Committee on 31 st July 2025.

As on 31 st March 2026, the RMSI Committee comprised Mr. Sidharth Kumar Birla as Chairman and Mr. Manish Tiwary, Mr. PR Ramesh, Ms. Anjali Bansal and Ms. Suneeta Reddy as Members.

Risks and Opportunities

The sector continues to offer significant long-term opportunities, supported by favourable demographics, rising urbanisation, premiumisation in select segments and the growing relevance of modern trade, e-commerce and quick commerce. At the same time, the sector remains exposed to commodity volatility, uneven rural recovery, climate and monsoon variability, competitive intensity, evolving food safety and labelling requirements, and rapid channel shifts.

Your Company is committed to creating long-term value for stakeholders through sustainable growth and enhanced resource efficiency. In line with this commitment, key business risks and opportunities are systematically identified, assessed and managed on an ongoing basis to strengthen resilience and support timely decision-making. Mitigation actions are monitored periodically, and the Risk Management and Sustainability Initiatives (RMSI) Committee reviews progress periodically to provide oversight and guidance on implementation and monitoring of mitigation actions and responding to evolving business conditions.

Risks

Economic fluctuations and supply chain disruptions

Macroeconomic volatility may adversely impact consumer sentiment and discretionary spending, potentially shifting demand toward value offerings and necessitating timely adjustments.

Your Company manages inflationary and commodity- price risks through a structured procurement and cost-management framework, including continuous monitoring of relevant indices, early identification of cost trends, and efficiency initiatives across the value chain. Focused cost-optimization programmes further enhance resilience during periods of elevated input cost inflation. Supply chain disruptions may arise from economic slowdowns, inflation, currency volatility, geopolitical developments, and natural disasters, and can affect raw material availability, labour capacity and logistics costs.

Your Company's supply chain strategy is designed to enhance resilience and agility, supported by strong partnerships and technology enablement across the value chain. These capabilities are continuously strengthened to mitigate disruption risk, safeguard operations and support sustainable growth.

Evolving consumer preferences

Consumer preferences continue to evolve due to demographic shifts, global food trends and changing consumption habits influenced by digital and social media platforms. Demand for quality and convenience is rising across metropolitan markets as well as smaller towns and villages, with increasing expectations for availability and ease of access.

Rising aspirations in both urban and rural markets are elevating expectations for speed, convenience and a seamless purchasing experience. Any delay in responding to these shifts may impact competitiveness and growth.

In response, your Company continues to strengthen its core brands and accelerate innovation aligned with evolving consumer needs. Data analytics and consumer research are leveraged to deepen insights and translate them into products that address diverse taste profiles and dietary preferences across geographies.

To enhance accessibility, your Company is expanding its presence in underpenetrated small towns and large villages, thereby broadening reach and strengthening market penetration.

Food safety and quality

Food safety and product quality are fundamental to maintaining consumer trust and protecting your Company's reputation. In a competitive environment, any lapse may have a disproportionate impact on brand equity and consumer loyalty.

Your Company prioritizes consumer safety through a comprehensive quality assurance framework, with stringent controls applied across the value chain—from raw material sourcing and manufacturing to finished goods—to ensure consistent quality and compliance with applicable standards.

A strong culture of quality and accountability is reinforced through defined standards, training programmes and ongoing engagement with employees and relevant third parties, supporting ownership of quality across operations.

A dedicated consumer complaint redressal mechanism is in place to monitor and address food safety and quality concerns in a timely manner, thereby reinforcing consumer confidence and supporting consistent delivery of high-quality products.

Environmental risk

The FMCG sector is exposed to climate-related risks, including variability in monsoon patterns, yield uncertainty and volatility in raw material prices. Such risks may affect agricultural incomes, consumer demand and trade dynamics, thereby increasing exposure to environmental variability.

Your Company monitors its environmental footprint and implements initiatives to reduce associated impacts. A structured tracking framework supports measurement of progress and continuous refinement of interventions, while the RMSI Committee provides oversight of compliance and sustainability execution.

To strengthen sustainability governance, your Company has constituted a Sustainability Governance Council chaired by the Chairman and Managing Director. The Council comprises members of the Management Committee and task-force leaders responsible for priority sustainability programmes across five pillars: sustainable sourcing; sustainable packaging; manufacturing and logistics; brands, recipes and portfolio; and advocacy and communication.

Cybersecurity and AI

Your Company's increasing reliance on digital platforms, connected operations and third-party ecosystems exposes it to cybersecurity threats, including unauthorized access, malware, ransomware, data leakage and service disruption. A significant incident could adversely affect business continuity, financial performance, regulatory compliance and stakeholder confidence.

The accelerated adoption of AI introduces additional risk considerations, such as data privacy and protection, model bias and integrity, vulnerabilities arising from automated decision-making, and emerging threats including prompt injection and deepfakes. These risks may impact the reliability of outputs, the protection of

sensitive information and your Company's reputation if not appropriately governed.

To mitigate these risks, your Company maintains a cybersecurity and data governance framework comprising preventive and detective controls, periodic risk assessments, monitoring and incident response processes, and employee awareness programmes. Your Company also strengthens third-party risk management and adopts a governance approach for AI use cases, including appropriate data handling, access controls and oversight to support responsible deployment.

Opportunities

Demographic trends and portfolio innovation

Favourable demographics, a young population and evolving consumer aspirations continue to create incremental growth opportunities for the FMCG sector. Rising demand for health, convenience, taste, nutrition and value-led propositions is expanding the opportunity across multiple categories. Your Company is strengthening innovation as a core strategic lever through investments in its brands, targeted product launches aligned to evolving demand, and continued efforts to enhance the nutritional profile of its portfolio. Leveraging science and nutrition-led capabilities, your Company develops food solutions intended to meet the needs of diverse consumer cohorts, including younger and older populations.

Rural expansion and distribution strengthening

Rural India remains a meaningful long-term growth opportunity, supported by low category penetration in several segments, improving physical and digital connectivity, and rising access to branded products. As rural consumption gradually broadens, the opportunity lies not only in deeper reach but also in building relevance through appropriate packs, price points and execution. This can support household penetration and sustainable growth over time. Your Company continues to strengthen distribution, affordability and execution to deepen rural reach, improve availability and serve evolving consumption needs across underpenetrated markets. Technology and data analytics support the generation of actionable insights and enable faster, more decentralized and better-informed decision-making

Urban growth through channel and occasion expansion

Rapid urbanization, rising disposable incomes and evolving lifestyles are strengthening demand for convenient, health-oriented and premium offerings in metropolitan markets. Expansion of modern trade and e-commerce is improving product discovery, availability and personalization, while out-of-home occasions continue to grow with increasing mobility and social

consumption. These trends provide an opportunity for your Company to accelerate innovation, strengthen brand salience and expand penetration in key urban channels. These shifts are also enabling sharper channel-specific portfolios, improved visibility and faster routes to market.

Premiumization and value-added categories

Premiumisation and value-added categories continue to offer opportunities for category development and mix improvement. As consumer needs become more differentiated, there is increasing headroom for products that offer superior experience, convenience, quality, nutrition or specialised benefits. At the same time, the opportunity remains strongest when supported by a balanced portfolio that spans both mainstream and premium segments.

Out-of-home consumption and on-the-go demand

Out-of-home consumption and on-the-go occasions represents a meaningful growth opportunity, supported by urbanization, lifestyle shifts and evolving consumption habits. As consumers spend more time commuting, travelling and socializing, demand for convenient, high-quality on the go food and beverage options is expected to increase. Your Company is well positioned to capture this opportunity through offerings designed for on-the-go consumption, premium out-of-home experiences and impulse occasions. Continued expansion in this segment may further strengthen brand salience, consumer engagement, penetration and incremental consumption

Exports and international market development

Exports provide an incremental growth opportunity, supported by India's manufacturing base, improving food processing capabilities and growing demand for branded Indian products in international markets. Over time, this can help companies diversify their market base, improve capacity utilisation and extend brand presence beyond domestic markets. Government support and access to new geographies may further strengthen this opportunity.

AI-enabled efficiency and responsible adoption

AI and digital tools can support productivity across forecasting, sourcing, manufacturing, supply chain, revenue growth management and consumer engagement. These capabilities can improve decisionmaking, strengthen execution and support better resource allocation across the value chain. Over time, responsible adoption can become an important enabler of both efficiency and agility.

People productivity through AI-enabled upskilling

Technology-enabled upskilling can improve productivity, reduce time spent on routine tasks and enable teams to focus on higher-value work. This also supports

faster learning, stronger cross-functional collaboration and better use of data and digital tools in everyday decision-making.

Talent development and future-ready capabilities

Your Company continues to invest in talent and future- ready capabilities through skilling, upskilling and crossfunctional development. Building these capabilities remains important to support innovation, strengthen execution and ensure the organisation remains agile in a rapidly evolving operating environment.

Internal Financial Controls and their adequacy

The Directors had laid down internal financial controls to be followed by your Company and such policies and procedures adopted by your Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee oversees the internal financial control systems periodically.

Code of Conduct for Prevention of Insider Trading

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), your Company has adopted a "Code of Conduct for Prevention of Insider Trading in Securities" ("the Code") and "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI")".

All Directors, employees and connected persons, including third parties such as auditors, consultants etc., who may have access to UPSI pertaining to the Company, are governed by the Code. The trading window is, inter-alia , closed during the period of declaration of financial results and occurrence of any material events, in accordance with the PIT Regulations and the Code. To reinforce adherence to the PIT Regulations, awareness sessions were organized and informative e-mails were circulated from time to time to Designated Persons to promote a strong compliance culture. Mr. Pramod Kumar Rai, Company Secretary and Head of Governance & Compliance, is designated as the Compliance Officer of the Company under the PIT Regulations and the Code.

Audit Committee

During the financial year ended 31 st March 2026, there was no change in composition of the Audit Committee.

As on 31 st March 2026, the Audit Committee comprised of Mr. PR Ramesh as Chairman and Ms. Alpana Parida, Ms. Anjali Bansal and Mr. Sidharth Kumar Birla as Members, all being Independent Non-Executive Directors.

The powers and roles of the Audit Committee are set out in the Corporate Governance Report, which forms an integral part of this Report. All the recommendations made by the Audit Committee during the financial year were accepted by the Board of Directors.

Vigil Mechanism

The Vigil Mechanism of your Company is governed by significant documents, namely, the "Nestle Corporate Business Principles", "The Nestle Management and Leadership Principles", the "Nestle India Code of Business Conduct" and the "Nestle India Vigil Mechanism/ Whistle-blower Policy". These documents are available on the website of your Company at https://www.nestle. in/investors/policies . The Code/ Policy provides for adequate safeguards against victimization of Directors and employees who avail the mechanism and enables direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

Your Company provides an independent third party operated toll-free phone, mobile application and web-based platform, namely, "SpeakUp", to all internal and external stakeholders, including directors and employees with a dedicated communication channel to report potential instances of non-compliance with the Nestle Corporate Business Principles or any practices or actions believed to be inappropriate or illegal under the Nestle India Code of Business Conduct, on a confidential basis. The "SpeakUp Platform" can be accessed through the website of the Company at https://www.nestle.com/about/how-we-do-business/ report-compliance-concerns . Mr. Pramod Kumar Rai, Company Secretary and Head of Governance & Compliance, acts as the Nodal Officer of the Company for overseeing and monitoring the Vigil Mechanism.

Further, your Company has appointed an Ombudsman under the Infant Milk Substitutes Code ("Infant Code"), enabling employees to report Infant Code-related concerns directly, with adequate safeguards to protect the identity of the reporting individual.

Your Company periodically sensitizes stakeholders about the availability and use of the Vigil Mechanism and the Ombudsman framework.

Information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31 st March 2026, relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, is annexed as Annexure - 5 and forms an integral part of this Report.

Information regarding employees and related disclosures

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is annexed as Annexure - 6 and forms an integral part of this Report. As per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of your Company or at the e-mail address investor@in.nestle.com .

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"), as amended, from time to time, your Company has a robust mechanism in place to redress complaints reported under it. Your Company has complied with provisions relating to the constitution of Internal Committee ("IC") under POSH at all factories and office locations. Each IC comprises internal members and an external member who has an extensive experience in this field. During the financial year under review, four (4) cases of sexual harassment were reported, all of which were investigated & resolved as per the provisions of the POSH, and no case remained pending for more than ninety days. Your Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace and the same is available on the website of your Company at https:// www.nestle.in/investors/policies .

During the financial year ended 31 st March 2026, initiatives were undertaken to demonstrate your Company's zero tolerance philosophy against discrimination and sexual harassment, which included creation of comprehensive and easy to understand training and communication material which are also made easily accessible. In addition, online workshops were also conducted for the employees to enhance awareness and knowledge of other biases that may influence thinking and actions by running the unconscious bias session.

Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. In terms of the IEPF Rules, during the financial year ended 31 st March 2026, your Company had transferred

H5,861,760.00, h 2,985,360.00 and ?7,334,950.00 to the IEPF, being the unpaid and unclaimed dividend amount pertaining to Final Dividend 2017 & First Interim Dividend 2018, Second Interim Dividend 2018 and Third Interim Dividend 2018, respectively.

Pursuant to the provisions of IEPF Rules, all shares in respect of which any dividend which has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ('IEPF Account') within a period of thirty days of such shares becoming due to be transferred to the IEPF Account. Accordingly, during the financial year ended 31 st March 2026, your Company had transferred 177,390 equity shares of face value h 1/- each, on which the dividend(s) remained unpaid or unclaimed for seven consecutive years, to the IEPF account, after following the prescribed procedure.

Details of dividends that are due for transfer to IEPF for the next seven (7) years on their respective due dates, are available on the website of the Company at https:// www.nestle.in/investors/stockandfinancials/dividends . Mr. Pramod Kumar Rai, Company Secretary and Head of Governance & Compliance, acts as the Nodal Officer of the Company, in accordance with the provisions of IEPF Rules.

Credit Rating

Your Company has been awarded AAA credit rating for its bank credit facilities by CRISIL. It is the highest rating and indicates a stable outlook for your Company. The rating reflects that your Company has serviced its financial obligations on time. As regards the short-term facility provided by the bank, your Company has been awarded the credit rating of A1+. The rating reflects strong degree of safety and lowest credit risk.

Confirmation under the Maternity Benefit Act, 1961

During the financial year ended 31 st March 2026, your Company was in compliance with the provisions relating to the Maternity Benefit Act, 1961, as amended.

Other Disclosures

During the financial year ended 31 st March 2026, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend, voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

(d) issue of debentures/ bonds/ warrants/ convertible/ non-convertible securities; (e) raising of funds through preferential allotment or qualified institutional placement; (f) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status

and Company's operations in future; (g) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and (h) instance of one-time settlement with any bank or financial institution.

Trade Relations

Your Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and the unstinting efforts of the employees have enabled your Company to remain at the forefront of the industry.

Your Company continued to receive co-operation and support from the distributors, retailers, stockist, suppliers and others associated with your Company as its value chain partners. Your Directors wish to place on record their appreciation for the same and your Company will continue in its endeavour to build and nurture strong links with trade, based on mutuality, fairness, respect and co-operation with each other and consistent with consumer interest.

Appreciation

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas of its operations as well as the efficient utilization of your Company's resources for sustainable and profitable growth.

Your Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your Directors look forward to the long-term future with confidence.