As on: Jul 18, 2025 10:31 PM
Dear Members,
MANAGEMENT SUMMARY
The Indian beer industry in FY25 faced a challenging environment, influenced by restrictions in our operations due to elections. Nevertheless, we achieved significant progress through strategic innovation, premiumisation, and enhanced consumer engagement, reinforcing our long-term growth trajectory as category makers.
We are pleased to present the following highlights:
The Kingfisher Ultra portfolio delivered a strong 38% growth, led by Ultra Max at a staggering 59%. Together, the two variants contributed to a remarkable 2% share gain in the premium beer segment, showcasing strong momentum. This growth was driven by focused efforts on unlocking supplies, building awareness, driving trials, and ensuring standout across consumer touchpoints. The portfolio continues to recruit new users while establishing itself as the gold standard in premium beer. With rising cultural relevance across music and premium social occasions, Kingfisher Ultra is well on its way to becoming the most aspirational beer brand in India.
Heineken? Silver fuelled the growth for the Heineken? franchise with an exceptional 39% surge across key markets of Mumbai (+22%), Goa (+65%), and Karnataka (+54%), which significantly energised the premium mild beer segment.
Strategic global partnerships with Formula 1 and the UEFA Champions League enabled Heineken? Silver to create memorable consumer experiences, further deepening brand engagement within these communities. In the realm of music experiences, Heineken? 0.0 made a mark by presenting the World's Largest Holi Festival led by Martin
Garrix', captivating an audience of 50,000. A landmark achievement for the year was the relaunch of Heineken? Silver in Karnataka, accompanied by the introduction of the HEINEKEN Global Draught Championship in India.
These initiatives set new standards for premium beer, underscoring Heineken?'s legacy of exceptional brewing and continuous innovation.
Amstel Grande, a premium strong international beer from United Breweries Limited, aims to fill the white space of the international premium strong beer in the UB portfolio. Launched in West Bengal, Maharashtra, and Uttar Pradesh, it quickly gained traction, with West Bengal capturing 5% of the premium strong beer market within three months. Positive consumer reviews on taste, quality, and sessionability have fuelled strong word-of-mouth. This year, the focus is on building awareness whilst leveraging its rich international credentials and generate quality trials at scale. Expansion plans include Karnataka, Goa, and Daman. Amstel Grande is well-positioned for continued success in India's premium beer market.
Other highlights for the period
Volume growth of 6% with broad-based growth across our footprint. The Premium segment grew close to 32%.
Net sales grew 10% with volume growth, supported by pricing and state-mix effects.
Gross Margin grew close to +44bps, driven by revenue management & cost initiatives and EBIT grew +35bps.
Capex investment of Rs.254 crores in breweries and commercial assets to meet volume growth.
The Board proposes a Dividend of Rs.10 per Equity Share, representing circa 60% payout of profit after tax.
Adopting technologies like Closed Circuit Reverse Osmosis
(CCRO) for 96% recovery and recycling reject water and boiler condensate for bottle washer rinsing, we aim to significantly reduce overall water consumption.
Amid evolving regulations and rising consumer expectations, your Company remains committed to innovation, premium portfolio expansion, and strategic efficiencies. Backed by HEINEKEN's global expertise, it is well-positioned to lead the Indian beer industry's future, with a strong focus on sustainability, digital transformation, and talent development, driven by a young and aspirational consumer base.
FINANCIAL SUMMARY
Financial performance for the year ended March 31, 2025, is summarised below:
(Amount in Rs.Lakhs)
STANDALONE FINANCIAL RESULTS
Gross Turnover
Profit before Taxation
Appropriations:
Key Ratios
Ratios with movement of +/- 25% in the year
1. Debt-equity Ratio: Debt-equity ratio increased due to utilisation of working capital demand loans and buyers' credit facilities to offset the delay in collections from certain state government corporations.
2. Return on Investment Ratio: Short-term deposits have come down due to a delay in collections, resulting in a reduction in interest income.
The financial statements for the year ended March 31, 2025, have been prepared under Indian Accounting Standards ("Ind
AS") according to notification by the Ministry of Corporate Affairs under the Companies (Indian Accounting Standards)
Rules, 2015, as amended.
The Company generated Net turnover growth of 9.8% vs the previous year. The Gross turnover for FY25 stood at `19,40,080 Lakhs, which grew by 5.6%. Your Company achieved a Net Turnover of `8,90,735 Lakhs during FY25 as against
`8,11,539 Lakhs during FY24. EBITDA for the year under review stood at `87,465 Lakhs as compared to `76,785 Lakhs in the previous year, an increase by 13.9% over the previous year. Profit before taxation for the year stood at `60,335 Lakhs. Profit before taxation for the last year stood at `54,932 Lakhs.
DIVIDEND
We take pleasure in proposing a Dividend of `10.00 per Equity Share of Rs.1 each for the year ended March 31, 2025, subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM") of the Company to be held on August 07, 2025. The total Dividend is Rs.26,441 Lakhs, which amounts to about 60% of the Profit after Tax. The Dividend declared for previous year was `10.00 per Equity Share of Rs.1 each.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the
General Reserve.
CAPITAL
The Authorised Share Capital of the Company stands at `9,990 million, comprising Equity Share Capital of `4,130 million and Preference Share Capital of `5,860 million. The Issued, Subscribed, and Paid-up Equity Share Capital of the Company as on March 31, 2025, remains unchanged at Rs.264.4 million, comprising of 26,44,05,149 Equity Shares of Rs.1 each.
MANAGEMENT DISCUSSION AND ANALYSIS
Industry Overview
Beer, one of the world's oldest beverages, has long been a medium for social connection and enjoyment. In India, it remains a preferred alcoholic choice, despite the industry's stringent regulations and substantial taxation.
Currently, beer accounts for approximately 10% of total alcohol consumption in India, with a per capita consumption (PCC) of around 2 Liters, significantly lower than the global average of approximately 30 Liters. Nonetheless, the Indian beer market is on a robust growth trajectory.
This growth is fuelled by shifting consumer preferences, rising disposable incomes, urbanisation, and a young population.
A notable trend is the increasing demand for low and no-alcohol beers, particularly among Gen Z and millennials who prioritise health and moderation. Brands like Heineken? 0.0 are gaining traction in metropolitan areas, prompting companies to innovate to meet this demand without compromising the traditional beer experience.
The Indian beer market is segmented into Strong and Mild Beers. Alongside this, there is a pronounced trend towards premiumisation, with premium beer segments expected to outpace overall category growth.
Despite challenges such as regulatory hurdles and taxation issues, the Indian beer industry presents substantial opportunities for growth and innovation. Companies that can adeptly navigate these complexities, embrace innovation, and align with evolving consumer preferences are well-positioned for success. With its strong brand portfolio and market leadership, your Company is strategically poised to capitalise on these opportunities and contribute to the expansion and evolution of the beer category in India.
Marketing
The Kingfisher Ultra portfolio delivered a strong 38% growth, led by Ultra Max at a staggering 59%. Together, the two variants contributed to a remarkable 2% share gain in the premium beer segment, showcasing strong momentum.
This growth was driven by focused efforts on unlocking supplies, building awareness, driving trials, and ensuring standout across consumer touchpoints. The portfolio continues to recruit new users while establishing itself as the gold standard in premium beer.
With rising cultural relevance across music and premium social occasions, Kingfisher Ultra is well on its way to becoming the most aspirational beer brand in India.
In 2024, Heineken? Silver's growth momentum continued, particularly in Goa and Maharashtra. The brand also saw expansion to new territories such as Nagpur and Nasik and a re-launch in Karnataka in Q3'2024. The brand deepened its association with international and premium experiences through the UEFA Champions League, Formula 1, and international music festivals. HEINEKEN co-presented an electrifying performance by iconic Australian DJ Fisher, which drew over 10,000 attendees. In Q2 2024,
Cheers to All Fans' 360? campaign was launched with visibility initiatives, activations, and influencer campaigns. The brand also leveraged the association with Formula 1 through an influencer campaign for Singapore Grand Prix and outlet screenings of the critical races. Advocacy with the bar community was strengthened with India's debut representation at HEINEKEN Star Serve Championship. With participation of over 150 outlets in Mumbai, Pune, and Thane, the winning bartender represented India at the global championship in Q4 2024.
Our portfolio saw a significant addition with the launch of our iconic international beer Amstel Grande'. Amstel enjoys a 150-year heritage and is enjoyed in over 100 countries. Since 1870, Amstel has embodied the art of brewing, starting with two friends' dream of a better beer in Amsterdam. Developed locally in India, this launch meets the demand for a premium strong beer with global appeal and international quality, globally inspired, locally brewed. The packaging, designed with premium beer enthusiasts in mind, reflects the beer's Amsterdam roots with illustrations of iconic Dutch architecture and scenic canals, capturing the charm of Amsterdam in every bottle. The brand saw a star-studded launch event in Mumbai in November 2024.
Developed locally in India, Amstel Grande is crafted using the finest quality barley, unique Dutch yeast, and carefully selected hops. The beer is slow-brewed and matured longer, allowing its flavors to fully develop, resulting in a rich, smooth taste. With no added sugar and perfected through extensive global and local testing, it has been very well accepted by consumers.
Sales
At United Breweries, we recognise that a forward-thinking, agile sales strategy is essential to sustaining growth and capturing new market opportunities. In alignment with our commitment to drive operational excellence and deliver value to our stakeholders, we embarked on a comprehensive Sales re-organisation initiative. This strategic transformation was designed to adapt to the evolving dynamics of the market and to ensure we remain at the forefront of the industry.
Creating New Verticals for Streamlined Execution:
We introduced new verticals that focus on critical aspects of our
Route to Consumer (RTC) and Revenue Margin Growth (RMG) strategies. These included the creation of specialised teams in Sales Capability, Commercial Excellence, and eB2B to enhance our overall reach and operational efficiency. Additionally, we have expanded our Trade Marketing and MONT (Modern
On-Trade) teams to bring more focused attention to win with shoppers in-store. By restructuring our sales functions, we are poised to achieve an even greater alignment across our teams, leading to superior execution in the market.
Equal Focus on Lead and Lag Metrics:
As part of our commitment to a result-oriented sales process, we have refined our approach by balancing both lead and lag metrics. We now focus on a range of key performance indicators
(KPIs) that track distribution efficiency and market penetration. These include Total Distribution Points (TDP), Range Sold per Outlet, Cooler Purity, and Premium Mix%-all metrics that directly impact our ability to drive growth and win in every store.
Our holistic approach extends beyond primary volumes, ensuring that we are just as focused on secondary volumes and overall market share. Additionally, a strong emphasis on high-margin SKUs allows us to optimise our product mix, which in turn drives margin expansion while meeting evolving consumer preferences.
Leveraging Technology for Execution Excellence:
In line with our strategy to stay ahead of market demands, we have made significant investments in technology to enhance our sales processes and improve execution at every level. Our enhanced Sales Force Automation (SFA) system now includes geo-fencing capabilities that allow us to track the market working with greater precision and agility. We have also made strides in using Visual Analytics to drive excellence at the outlet level.
By leveraging data-driven insights, we are able to optimise in-store execution, ensuring that our brands are presented in the best possible light and that our sales teams are equipped with the tools they need to succeed. Moreover, our use of Data
Analytics has enabled us to improve distribution, with a specific focus on premium SKUs-helping to expand our premium portfolio in key markets and ultimately drive higher value sales.
On the digital front, we have accelerated the scaling of our eB2B app, which now serves as a vital tool for streamlining our
Route to Market (RTM) in distributor markets. This app not only facilitates faster and more efficient ordering but also ensures that our distributor network remains connected and empowered to meet demand quickly.
In line with our Win with Premium strategy, we have introduced the Counter Salesman (CSM) app & Waiter Incentive Scheme (WIS) apps to drive premium growth. These tools ensure that our teams are equipped to drive brand loyalty and customer engagement on the ground, fostering deeper connections with our consumer base.
Looking Ahead:
As we look toward the future, we remain committed to leveraging these structural changes and technological advancements to drive long-term growth. Our focus on both operational excellence and the use of cutting-edge tools positions us well to continue leading in the market. By creating more agile, data-driven processes and enhancing the capabilities of our teams, we are not just adapting to the market-we are shaping the future of our industry.
Supply Chain
Manufacturing expenses for FY2025 amounted to `507,682 Lakhs, representing 57% of net sales.
The volume for the year was planned more ambitiously compared to FY24.
Your Company's operations were impacted during the first half of the year due to the Lok Sabha elections, which coincided with the peak season months of April and May. However, much of the loss was recovered in the second half, resulting in an overall volume growth of 6% over the previous year.
Throughout the year, several opportunities for cost optimisation in raw and packaging materials were identified and implemented. Under the Design for Sustainable Value (DSV) initiative, projects were undertaken to right-size and simplify materials based on consumer and customer needs. Key improvement actions included the removal of aluminium foils from bottles and enhanced collaboration with malting partners to secure local availability of premium malt.
Local availability of barley malt was adequate, leading to lower prices, which positively impacted the bottom line during the second half of the year. However, the bottle supply market remained tight, necessitating the import of new bottles. The recycled bottle supply chain faced disruptions due to increased demand for cullet. The Company took active steps to improve the return supply, but overall, these challenges contributed to increased bottle costs. Additionally, inflationary pressures persisted on energy, soda ash, and aluminium, further escalating the costs. A higher share of cans in the product mix also contributed to the increase in packaging material expenses. To meet the rising demand for premium products, the supply footprint was successfully expanded, with increased production of Ultra and Ultra Max beers across both Company-owned and contract breweries. At Chamundi Brewery (Karnataka), brewing and production commenced for Heineken? and Heineken? Silver. In Rajasthan, the Company expanded its contract brewing footprint to serve growing local demand. A cross-functional innovation process was established to ensure a steady pipeline of new product launches with compressed timelines. The Company successfully introduced a premium strong beer, "Amstel Grande," brewed at West Bengal and Mumbai breweries. It also entered the flavoured beer category with two new variants-Kingfisher Lemon Masala and Kingfisher
Mango Berry Twist-produced at a contract business unit in Daman & Diu.
The focus on quality was reinforced under the motto "Our Beer is Our Pride." The Company undertook a comprehensive review of its quality assurance and control systems, supported by investments in infrastructure and training. Total Productive
Management (TPM) practices were prioritised and standardised across all breweries, aligning performance-driving systems with the Company's goals.
These systems are embedded into daily routines that emphasise critical performance metrics. Training programme were further strengthened, with a strong focus on shop floor engagement and first-line management development.
Aligned with HEINEKEN's global sustainability ambition of achieving net zero in operations (Scope 1 and 2) by 2030 and net zero across the value chain by 2040, the Company has made significant progress.
In FY 2025:
98.73% of thermal energy used was derived from renewable sources (biomass by-products)
96.7% of electricity consumed at Company-owned breweries was from renewable sources, supplemented with
International Renewable Energy Certificates (iRECs)
In response to growing concerns about water availability, the Company initiated Water Source Vulnerability Assessments at most breweries, with the remaining to be completed in a year. A broader set of water efficiency initiatives, inspired by HEINEKEN's global best practices are being rolled out across all breweries, aiming for world-class water consumption levels.
Research and Development
The Company's Research and Development (R&D) function continues to support growth by focusing on capability building, new product development, enhancement of existing offerings, productivity improvement, and cost optimisation.
Digital & Technology
We're continuing to invest in digital transformation to build a future-proof Company - a Digi-Fit UBL rooted in deep empathic connections to the Consumers, Customers, Employees & many more of our key partners. To become the best-connected brewer, your Company needs to digitalise its route-to-consumer, unlock the value of data, simplify and automate end-to-end processes, secure & modernise the Digital Backbone, and create a digitally enabled organisation. The transformation creates value across
Growth, Productivity & Compliance across the Company and creates a future-fit organisation to thrive in an increasingly
Digitalised world.
Digitalising our route to the consumer:
On Digital Route to Market, we have focused on building Execution Fundamentals & Execution Excellence. We improved Execution fundamentals through training & adoption of our
Salesforce Automation (SFA) tooling. We empowered the field force with simple analytics to track & improve their performance. On execution excellence, we have deployed an end-to-end Route to Market tooling covering key touchpoints across the market archetypes. The coverage, powered by SFA, has gone up 2.5X, and the visual analytics (Shelf Image Recognition) has allowed use to step up our Cooler purity scores. We've also refreshed the eB2B capability, Samarth, with a clear Customer Value Proposition and driving deep adoption.
Unlocking the value of data:
To create a data intelligent culture, we have looked at deep adoption of our Business Intelligence suite Data Brew across functions. We have been able to triple our adoption scores and expand the functional coverages across ALL functions. The Analytics products powered by Machine learning power both the Field Execution & the Shopfloor operations. The last year saw Generative AI take centre stage At UBL we've been looking at focussed approach & a learners mindset to any new technology. We've added incremental topline via the Product
Recommender (VXP) range building and built capabilities for
Out-of-Stock prediction. We also power supply chain agility via Anomaly tracking for Dispatch/Production tracking.
Simplifying and automating our end-to-end business:
We partner with key processes & functions to drive simplification and automation across the enterprise. We have automated the key operations on the shop floor with Connected Worker programme, expanding the further digitalisation of the contract workers on the shop floor for attendance tracking & performance management. We also deployed the Demand planning capability to drive efficiency & effectiveness of our S&OP (Sales and
Operations Planning) cycles. We have actively begun tracking the person hours saved across these initiatives and were able to save more than 6500 hours last year to invest back in growth.
Secure & modernise Digital Backbone:
Your Company focuses on securing its Technology operations and addresses associated risks of cyber security. This includes risks from IT security lapses, malware and ransomware attacks, disruptions in key Enterprise Processes and hacking, which could lead to disruptions in business operations and loss and/ or leakage of confidential data. Your Company has a focused approach towards IT (Data & Technology) and has adopted
Best-In-Class technology solutions to Cybersecurity by Design and overall cybersecurity Assurance across the Company.
Creating a digitally enabled organisation:
A huge priority as we continue to Digitise the enterprise has been the Width & Depth of User Adoption. We have prioritised the adoption of key activity systems across employee personae in the enterprise. Through a Digi Fit' learning programme, we continue to invest behind Digital literacy and capability building across the Company. We also rolled out an integrated Digital helpdesk to be the heart of our Operations, giving us both a quantitative (Value Cases) and qualitative (NPS Scores) across our Digital operations.
Human Resources
At UBL, we nurture a work environment that empowers individuals to succeed through ownership, collaboration, and the freedom to express and act on ideas. Our people are at the heart of our success, and we are committed to building a workplace that is purposeful, inclusive, and future-ready.
Unlocking the Potential of our People:
At UBL, we remain steadfast in our belief that our people are the drivers of our growth and long-term success. Our learning and development philosophy continues to focus on offering personalised and accessible learning experiences that help individuals excel in their current roles and prepare them for future career opportunities. Programme are tailored to employees' unique needs and contexts, empowering them to learn at their own pace and deepen the capabilities most relevant to them. We further strengthened our talent management foundation by enhancing our People Review process, which continues to be a cornerstone for potential assessment, career planning, and succession discussions. In FY25, we trained all colleagues on our Talent Beliefs and Potential Model and embedded talent reviews and dialogues into business rhythms. To enable a culture of high performance, we delivered manager and employee-focused communication campaigns and workshops throughout the performance cycle, supporting conversations on objective setting, giving and receiving feedback, mid-and year-end reviews, and development planning.
In FY25, we started Career Week, a Company-wide initiative designed to inspire, inform, and empower colleagues to take ownership of their growth. Through a series of engaging sessions, fireside chats, and panel discussions, employees gained insight into career development tools, success stories, and the diverse career paths available within UBL and across the HEINEKEN network. The initiative emphasised the importance of personal development plans, continuous learning, and high performance. Leaders from across the organisation shared their journeys, demystified mobility opportunities, and encouraged employees to think boldly about their futures. Career Week reaffirmed our belief that when people grow, businesses thrive and laid the foundation for an even stronger culture of development and aspiration.
To deepen cultural alignment, our Ankuran' workshops continued to bring together new colleagues, meaningfully introducing them to our Purpose, Values, and Behaviours, with an emphasis on how these connect to daily actions, team dynamics, and leadership expectations.
To support continuous learning, we launched and promoted new digital learning experiences across the Company. Online learning administration was streamlined, and our communication efforts focused on driving awareness and participation.
Our learning platform, UBrew Brew a Better You, continued to evolve with a wide range of resources, from functional modules and LinkedIn Learning to replays of internal trainings and curated content from across the HEINEKEN network. Employees accessed learning flexibly, enabling a anytime-anywhere growth.
Developing future leaders remained a strategic priority. Our early career talent development programme continued to deliver an immersive learning experience for functional and management trainees across functions. Designed as a blend of classroom, on-the-job, and field / market-based learning, the programme offers early-career talent the opportunity to engage with real business challenges and build end-to-end functional understanding. Now in its third year, the programme is a key talent feeder into critical roles across the organisation.
We recognise that People Managers are central to the employee experience. The Brewing Great Managers programme, co-created with business leaders, was designed to build core people leadership capabilities. In FY25, 42 additional managers completed the 5-month journey involving classroom sessions, digital learning, action projects, and two rounds of 270-degree feedback.
A new leadership development programme LEAD, has since been launched with 2 cohorts already completed, signaling our continued investment in manager excellence. This programme takes our People Managers through the essentials of people leadership, and helps them deliver and connect with their teams, shape the future of the business while developing themselves and their teams.
We also scaled leadership development opportunities through culture of self-driven, global HEINEKEN programme such as HIMAC and WIN, regional programme like SHAPE and Up! Surge, in partnership with XLRI Jamshedpur. These journeys featured business accelerators, cross-market learning visits, and virtual discovery expeditions that enabled our leaders to engage with diverse business models - and reflect on their leadership impact.
Function-led learning gained momentum this year, with internal subject matter experts leading targeted programme across key functions. Mandatory learning saw deeper reach through structured face-to-face sessions, especially in our breweries. Our onboarding experience was overhauled with a templatised, high-touch design that ensures consistency and engagement for all new joiners. We also advanced our skilling agenda in manufacturing by partnering with ITIs at breweries and launching long-term development journeys for our Permanent Workmen.
As we continue into the next year, we remain committed to unlocking the full potential of every UBL colleague by nurturing curiosity, investing in growth, and building a future-ready, learning-anchored organisation.
Creating a Diverse, Equitable and Inclusive Workplace:
Our commitment to inclusion remains strong as we strive to create a workplace where all employees, across gender, life stages, and abilities, feel supported and valued. We have deepened our focus on building equitable experiences by enhancing support systems and evolving our policies to be inclusive and gender neutral, therefore better meeting the needs of groups such as women, new parents, and employees with disabilities. Our approach is to remove barriers to opportunity so that every colleague has the platform to thrive and achieve their full potential.
This year, we refreshed and restructured our DEI Council to accelerate progress on building a more inclusive, equitable, and psychologically safe workplace. The Council now operates through four dedicated workstreams: Safety & Security,
Emotional Wellbeing, Growth, and Belonging, ensuring focused action across key dimensions of inclusion.
Each workstream is led by cross-functional representatives and supported by the People team. Together, they have launched initiatives such as inclusive hiring audits, mentorship programme for women, safe space conversations, awareness workshops, and employeelisteningforums.These clear measurement framework, with DEI progress now reflected in engagement scores, talent metrics, and policy improvements. The refreshed Council is not just a symbolic body, it is a driver of meaningful change, rooted in shared accountability and active participation across the business. As we move forward, the DEI Council remains committed to embedding equity in every experience and enabling a culture where every colleague feels they truly belong.
We have continued to invest in shifting mindsets and embedding inclusive leadership as a foundational behavior across the organisation. In FY25, 100% of people managers completed refreshed training modules on Inclusive Leadership, with new interactive formats and real-life case discussions that enabled deeper reflection and practical application.
Our gender diversity efforts are yielding strong results. Women now comprise over 25% of our executive workforce, up from 5.8% in December 2021. Of all executive hires in FY25, 48% were women. We continued to scale development programme such as WIN and Up! Surge to support our women leaders in navigating career milestones and progressing towards leadership roles.
Nurturing our Company's Culture:
At UBL, we believe culture is not just what we say, it is what we do, consistently and collectively. As a people-first organisation, we are intentional about listening to our employees and using their feedback to shape meaningful experiences and drive continuous improvement.
We continue to invest in our annual Climate Survey, as a part of The HEINEKEN Company. It is a comprehensive, Company-wide listening tool that captures employee perspectives on engagement, leadership, performance, inclusion, and well-being. The most recent survey provided valuable insights into what energises our teams and where we can do better. Key themes that emerged included teamwork and collaboration, work-life balance, and performance enablement, all of which informed targeted actions across functions and levels.
In addition to the annual Climate Survey, we rolled out the annual Pulse Survey to stay connected with evolving employee sentiments. Results were shared transparently as always and discussed in leadership forums and team connects.
We place equal importance on action planning as we do on feedback collection. Leaders and managers are guided to translate survey findings into concrete actions. Action plans are developed at the team level, ensuring ownership and contextual relevance. Progress is reviewed quarterly to ensure follow-through and to course-correct where needed. Cross-functional task forces are also formed for themes that cut across the organisation, such as leadership communication or recognition culture.
Staying Connected with our Colleagues:
At UBL, we believe that a connected, engaged, and inspired workforce is at the heart of our success. We are committed to creating a culture of belonging, where every voice matters, diverse perspectives are welcomed, and collective energy is channeled towards shared goals.
To reinforce our cultural value of collaboration, we launched "Unlocking the Power of Winning Together", a forum that brings together top talent and leaders across the business. In this second strategic meet-up, "Winning Together Everyday", we defined what it means to win with consumers, customers, states, breweries, external partners, and most importantly, with our people. Actionable quarterly plans continue to be created during "Battlefields" for each state, jointly owned by our Supply
Chain and Commerce teams, driving accountability, momentum, and results.
As part of our Future Fit Teams initiative, we strengthened critical organisational structures and ramped up early talent hiring. Around 38% of our new hires in FY25 were from premier campuses, reflecting our commitment to building a robust pipeline for the future. The onboarding experience was overhauled with shared ownership between HR Business Partners and the Central People Team. We enhanced our virtual induction to cover 2 days, making it more frequent and robust, supported by leaders across functions, and coupled this with brewery and market visits to provide a holistic introduction to our business. To further elevate the new joiner onboarding experience, we continue to use Apical, a pre-onboarding platform. This initiative has helped enhance engagement and readiness even before Day 1, setting the tone for a positive and connected employee experience.
Rewarding and Recognising Excellence:
At UBL, we believe in cultivating a culture where appreciation is part of everyday work. Recognising our people not only reinforces our values and behaviors but also creates an environment where exceptional contributions and moments that matter are celebrated meaningfully.
We continue to use our new Recognition Framework for all executives that embeds appreciation into the flow of work. The framework has been enabling a consistent and equitable way to celebrate outstanding performance, exemplary behaviors, work anniversaries, and learning achievements.
The MyRewards platform offers structured recognition across four categories:
Functional Excellence Awards: Celebrating individuals and teams who go above and beyond to live UBL's values and create impact in their function and beyond.
Exemplary Performance Awards: A manager-led award designed to acknowledge those who consistently deliver exceptional results or display role model behaviors.
Stronger Together Appreciation: A peer-to-peer, non-monetary appreciation for colleagues who demonstrate collaboration and values in action.
Milestone Awards: Celebrating significant service anniversaries at UBL at their 2, 5, 10, 15, 20, 25, and 30-year milestones.
Streamlining People Policies:
In parallel, we undertook a comprehensive review of our people policies to ensure they are equitable, contemporary, and aligned with the evolving needs of our workforce. Updates were made across key areas including leave, enhanced medical insurance, parental leave, internal job postings, and travel policies, simplifying policy language and making benefits easier to understand and access.
Through MyRewards and progressive people policies, we are fostering a workplace where appreciation is intentional, recognition is timely, and our people feel seen, supported, and valued.
Strengthening our Industrial Relations:
UBL continued to maintain harmonious and constructive industrial relations across all brewery locations during the year. Our approach remains rooted in treating our workmen as valued business partners and engaging them through transparent communication, capability-building, and inclusive practices. We adopted a business imperatives-driven approach, aligning our people practices with operational goals. To foster a motivated and future-ready workforce, we continued our focus on upskilling and structured engagement with workmen through ongoing development programme and cross-functional exposure. Productivity-linked incentive schemes were implemented to drive motivation, reward performance, and build a culture of shared success. These schemes have not only contributed to higher efficiency but also strengthened trust and collaboration on the shop floor.
Regular and timely communication on Company performance, future outlook, and strategic priorities ensured that our workmen remained aligned and informed. This open dialogue has played a key role in maintaining a positive industrial climate and reinforcing a shared sense of ownership.
To further strengthen our Industrial Relations ecosystem, the following initiatives were taken:
Industrial Relations training for brewery leadership teams was rolled out across all units to build awareness, enhance preparedness, and reinforce positive engagement practices.
Long Term Settlements were successfully concluded at four brewery locations, securing continuity, clarity, and collaboration between management and workers' unions.
A capability-building programme for Permanent Workmen was launched in partnership with local ITI colleges, focusing on enhancing technical and behavioral skills.
APRAJITHA, an independent third-party compliance partner, continued to strengthen and monitor labor law compliance across all our brewery operations.
Through these ongoing efforts, we continue to foster a stable, engaged, and high-performing industrial workforce that contributes meaningfully to UBL's growth journey.
Caring for our Health and Safety:
At UBL, the health, safety, and well-being of our employees and workmen remain our top priorities. We recognise that a safe and supported workforce is the foundation of sustainable business growth, and we are committed to providing an environment that nurtures both physical and mental well-being.
In FY25, we expanded our flexible working arrangements to offer manager-led work-from-home options and the flexibility for employees to start and end their day two hours earlier, based on business needs and role requirements. Our enhanced Medical Insurance coverage increased the base sum insured to Rs.3 lakhs, ensuring better support for our employees and their families. We also continued to offer free annual health check-ups, promote well-being through physical and mental wellness programme, and improve comfort through ergonomic office workstations. Our brewery employees benefit from daily nutritious breakfasts, fostering a healthy start to their workday.
Safety is not just a compliance requirement; it is a core value. We stand by our principle of "Safety First, Safety Always." Our safety strategy is anchored in addressing high-risk areas, including occupational safety, process safety, and in-plant traffic safety.
Regular risk assessments and control audits are conducted to strengthen and sustain safety systems across sites. We have implemented an Operational Risk Reduction Programme (ORRP) to ensure that critical controls remain effective and relevant.
We advanced our safety standards by consistently conducting
Process Hazard Analyses (PHAs) for new and expanded projects in brewhouses, package halls, and utility systems. Our corporate safety team now ensures every project goes through a Pre-Start
Safety Review (PSSR) before commissioning, ensuring systems are safe and compliant prior to handover.
A major focus this year was in-plant traffic management.
Based on a detailed HAZID (Hazard Identification) analysis of emergency evacuation and traffic flow, we implemented key actions such as pedestrian-vehicle segregation, dock-level parking, and mitigation of risks linked to forklifts and other powered trolleys. These measures led to a reduction in high-risk situations, enhancing both worker safety and operational flow.
We broadened our safety reporting by extending our safety performance monitoring to Sales and Marketing functions. We also revised our key safety indicators, Accident Frequency
Rate (AFR) and Accident Severity Rate (ASR), to align with
OSHA benchmarks. A new reporting category, "Hi-Potential
Near Misses" was introduced to flag incidents with life-altering potential and guide leadership on early intervention and systemic corrective actions. These steps reinforce our human performance philosophy, which focuses on the relationship between people, systems, tools, and culture.
To prevent incidents, we introduced the Life Saving Commitment
(LSC), a set of non-negotiable safety rules focused on proactive prevention, learning from failure, and improving safeguards. The LSC builds psychological safety, encouraging people to speak up and focus on systems, not just symptoms.
We continue to invest in open dialogue and shared learning through our Safety Committees, where we apply the 5Rs of safety behavior: Regularly, Recognise, Reward, Rarely, and Reprimand. These reinforce our commitment to celebrating positive behaviors and respectfully addressing deviations. In collaboration with our extensive contractor and supplier ecosystem, we ensure that safety standards are understood, applied, and upheld. Through capability-building and regular safety inductions, we co-create safe environments not just for our people, but also for our extended workforce.
Finally, our safety philosophy extends beyond the workplace. We run community-focused wellness and awareness initiatives that include the families of our employees, ensuring that the commitment to safety and well-being resonates where it matters most: at home.
Leveraging Technology to Improve Experience:
As digital transformation reshapes how organisations operate, UBL continues to leverage technology to create a seamless and empowering employee experience. Our HR digital strategy is focused on enabling agility, data-led decisions, and self-service convenience for our people, managers, and HR teams. Over the past year, we have strengthened the adoption of integrated platforms and further embedded digital solutions across the employee lifecycle.
MyHR, our global, end-to-end people platform, has now become the backbone of employee lifecycle management at UBL. With its intuitive self-service interface, MyHR empowers employees and permanent workmen to manage their personal data, performance goals, learning journeys, and career aspirations in one place. It also acts as the single source of truth for global people data, supporting talent insights and workforce planning. Managers have access to consolidated views of their team's talent profiles, enabling meaningful performance, career, development conversations.
We expanded support platforms with AskHR and DocuHR to improve access to information and documentation. AskHR serves as a one-stop knowledge base for people policies, FAQs, and organisational guidance enabling employees to self-serve or reach out directly to the HR team with queries. DocuHR allows employees to securely access their personal HR documents anytime, while enabling the People Team to generate letters and templates efficiently. The integration of DocuSign has enabled secure, paperless, and remote approvals, bringing us closer to our vision of a fully digital HR office.
The implementation and scale-up of MyTime, our digital attendance and workforce tracking system, has helped standardise timekeeping and payroll processes across locations. By automating attendance, overtime tracking, and vendor payment validations, MyTime has significantly improved data accuracy and reduced administrative overheads. The system now supports centralised payroll processing for workmen, enhancing transparency, consistency, and control.
To manage the growing complexity of contract workforce engagement, we deployed the Contract Labour Management
System (CLMS), a dedicated tool that enables centralised oversight of contract workers. With modules for contractor onboarding, real-time workforce tracking, payment processing, and compliance documentation, CLMS has improved both operational efficiency and statutory adherence.
These digital platforms have transformed how employees interact with HR, enabling self-reliance, faster support, and greater transparency. They also allow the HR function to focus more on strategic work, including talent development, workforce planning, and employee engagement.
Listening to our Colleagues:
At UBL, integrity, transparency, and fairness form the foundation of how we operate. We are committed to fostering a safe and respectful work environment where every employee feels empowered to raise concerns and share feedback without fear of retaliation. Upholding our values and the law of the land is core to our culture.
We refreshed our Code of Business Conduct and facilitated communication and awareness sessions for all colleagues in multiple languages. Our Speak Up policy continues to play a critical role in enabling employees to report suspected misconduct, including any breaches of our Code of Business Conduct or internal policies.
Trusted representatives have been appointed across the organisation to serve as confidential points of contact. We remain focused on ensuring that all concerns raised are handled with care, discretion, and seriousness, reinforcing trust in the system. Beyond formal grievance channels, we actively seek employee feedback through CEO Connects, Townhalls, functional roundtables, anonymous surveys, and one-on-one employee connects. These platforms provide opportunities for open dialogue, promote a culture of listening, and enable leadership to respond to real-time concerns and suggestions from across the business.
In Summary:
UBL has 1,441 employees on its rolls across all locations as of March 31, 2025.
Total employee benefit expenses for the year stood at`7,131 million, as compared to Rs.6,428 million in the previous year. This constituted 3.67% of gross revenue from operations.
Your Directors place on record their sincere appreciation to all employees for their contribution towards the continued success of the organisation.
CORPORATE SOCIAL RESPONSIBILITY AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
At UBL, we Brew a Better India by adopting sustainable and responsible practices that benefit both people and the planet.
We strive to meet the interests of all our stakeholders, with a strong focus on improving community well-being and reducing the environmental footprint of our operations.
Over the past years, our Corporate Social Responsibility (CSR) initiatives have continued to evolve in response to the changing needs of our communities and the environment. Guided by our CSR
Policy and its emphasis on inclusive, need-based development, empowering communities, we strengthened our efforts across four key focus areas Environment, Women Empowerment,
Address Harmful Use, and Community Development. We invested `804.2 Lakhs towards CSR initiatives, working closely with credible implementation partners to ensure our approach remains rooted in driving long-term, meaningful impact by improving lives and advancing sustainability.
The CSR Policy is available on the Company's website and can be accessed at CSR_Policy_November_2024.pdf. During the year under review, there has been no change in the said Policy, besides updating the names of the Committee members.
In FY25, we spent 49% of our CSR funds on the focus area of Environment. We implemented nine (9) projects promoting water conservation, afforestation, sustainable agriculture, and waste management in Karnataka, Maharashtra, Rajasthan,
Kerala, Telangana, Andhra Pradesh, and Goa. These initiatives have positively impacted 30,000+ lives. This year, our project's potential annual volumetric water benefit amounts to 77,765 kl, as per the volumetric water benefit accounting method developed by the World Resources Institute (WRI).
Our Women Empowerment initiatives aimed at promoting economic independence and skills training for marginalised women through 4 projects in Odisha, Haryana, and Maharashtra.
We allocated 25% of our CSR funds to help 700+ women build sustainable livelihoods.
We also launched Phase 2 of Project Kartavya in Uttar Pradesh to Address Harmful Use. This initiative aims to drive awareness about responsible consumption of alcohol, the importance of speed regulation, and other road safety guidelines. We have established 3 driver sensitisation labs at the Regional Transport
Offices (RTOs) at Kanpur, Prayagraj, and Aligarh.
Under Community Development, we continue to focus on improving access to safe drinking water and meeting the critical needs of our communities. This year, we implemented five (5) initiatives across West Bengal, Andhra Pradesh, Kerala, and
Tamil Nadu. These efforts have positively impacted 370+ lives.
The Business Responsibility and Sustainability Report on the framework of the National Guidelines on Responsible Business Conduct (NGRBC) which are based on ESG parameters, enabling organisations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting in format prescribed under the Securities and
Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") is annexed as Annexure - A to this Board's Report. The Annual Report on CSR activities in terms of the Companies Act, 2013 ("the Act") and the Companies (Corporate Social Responsibility) Rules, 2014, is annexed as Annexure - B to this Board's Report.
Awards
Confederation of Indian Industry (CII) Environment, Health & Safety (EHS) Excellence Awards includes:
Brewery at Palakkad received the Silver and Gold awards in the CII Kaizen competition in FY25 for productivity Improvement and Safety Improvement, respectively.
Brewery at Ellora, Aurangabad received the Platinum and Gold awards for Elimination of Breakdown in EBI and discharge conveyor, and for stoppage of Bottles falling at the pasteuriser outfeed conveyor.
Breweries at Chopanki, Rajasthan, and Dharuhera, Haryana received Gold awards towards Elimination of Breakdown in
EBI and control on stop reduction at Case Packer and reduce risk at Bottle washer.
Brewery at Khurda, Odisha received a Silver award in the CII competition on Digitalisation & Artificial Intelligence
Environment and Sustainability
As UBL, we continue to align our sustainability roadmap with
HEINEKEN's Brew a Better World (BaBW) strategy, focusing on three pillars - Environmental, Social, and Responsible across nine ambitions. FY25 continued the integration of BaBW KPIs at UBL under the Brew a Better India programme, and we've made tangible progress across water, carbon, and circularity, while navigating a complex regulatory and operational landscape. The BaBI strategy continues to serve as a cornerstone of our sustainability journey, deeply shaping our business priorities and aligning our actions with the United Nations Sustainable
Development Goals (SDGs). We remain focused on driving meaningful progress through carbon emission reduction, leading-edge water stewardship, circularity in packaging, and enhanced accuracy in reporting. From tackling climate change and water scarcity to fostering equity and inclusion, we are committed to being an active force in addressing the world's most pressing sustainability challenges. Our actions speak about our deep commitment to business continuity, operational efficiency, and stakeholder value. Our focus and actions are inclined towards HEINEKEN Brewing a Better World 2030 objectives to become;
Net Zero for all our production sites by 2030,
Achieve and sustain a 2.9 hl/hl water consumption ratio in the overall OpCo,
2.6 hl/hl water consumption ratio in Water Stressed sites
Our renewable portfolio in India is a mix of thermal renewable energy with biomass and renewable electricity (RE), comprising on-site solar rooftops, Power Purchase Agreements (PPAs), and International Renewable Energy Certificates (iRECs). In FY25, of the total renewable energy of 98.06%, renewable electricity contributed 24.71%, and renewable thermal energy 75.29%. We have successfully reduced our Emissions by 61.02% by procuring iREC certificates and increasing the PPA.
With industrial water demand set to triple by 2050, securing water is no longer just an environmental issue but is a business imperative. Our journey started with 7.4 kl/kl in 2006, and in FY25, we have achieved around 3.10 kl/kl. Exposure to HEINEKEN Good Practices and other technological innovations further fuelled our commitment to water efficiency projects. For example, at our Chopanki brewery in Rajasthan, 20% of production water is sourced from treated boiler condensate to meet the regulatory requirements of ZLD in that state.
Our waste management systems are designed to maximise reuse and recycling across all operations. A pilot initiative conducted at our Nelamangala brewery, focused on producing agricultural manure from spent filter powder, sludge from the wastewater treatment, and boiler ash, proved to be a successful step toward sustainable waste repurposing. A feasibility study is currently underway to assess the scalability of this method across other sites. In FY25, we achieved approximately 91.92% landfill-free status.
In addition to the initiatives taken in the breweries of UBL, we are also committed to creating a more sustainable workplace.
To kickstart this effort, we have already implemented sustainable product replacements in our Head Office (HO) and (HO2).
This initiative includes switching to printing paper sourced from recycled materials, tissues and paper rolls made from recycled and bamboo paper. We plan to expand these changes across all our offices and breweries and implement further eco-friendly practices in the coming months. Our vision sets the direction, but it is our execution that brings it to life. As part of this journey, we've evolved our value creation model-our Green Diamond'-to embed sustainability and responsibility alongside organic growth, profitability, and capital discipline.
OPPORTUNITIES, THREATS, RISKS, AND CONCERNS
The Indian beer industry continues to present a compelling growth story, supported by favourable demographic trends, rising disposable incomes, urbanisation, and evolving consumer preferences. The country's per capita beer consumption remains significantly lower than global averages, highlighting substantial headroom for growth. As consumer awareness and accessibility improve, the industry is well-positioned to drive higher penetration, particularly in emerging urban centres and Tier 2 and Tier 3 cities.
Premiumisation remains a key growth lever, with consumers increasingly opting for high-quality, differentiated beer
The market has seen a rise in demand for craft, low-alcohol, and flavoured beers, reflecting evolving preferences and a more sophisticated drinking culture. The rise of modern retail channels, including e-commerce, further accelerates this shift by providing greater access to diverse product portfolios. Digital platforms and social media continue to influence consumer choices, making brand storytelling and engagement more critical than ever. However, the beer industry in India operates in a highly regulated environment, characterised by complex state-level policies, high excise duties, and advertising restrictions. These regulatory challenges create barriers to market expansion and pricing flexibility. Additionally, ongoing geopolitical uncertainties, inflationary pressures, and volatility in raw material prices add to the industry's cost challenges. Your Company is actively mitigating these risks through strategic sourcing, long-term supplier partnerships, and efficiency-driven cost management initiatives.
Despite some easing in inflationary trends, rising input costs remain a concern. The ability to secure price revisions in key markets is crucial to sustaining margins, especially given the regulatory constraints on pricing adjustments. Your Company continues to engage with state governments and policymakers to navigate these challenges while implementing operational efficiencies to maintain cost competitiveness.
Liquidity and working capital management remain focus areas, especially with state-controlled beverage corporations impacting cash flow cycles. Your Company has adopted a proactive approach in engaging with relevant authorities to ensure smoother operations and optimise financial health. Investments in digitalisation and automation further enhance operational agility, helping to improve productivity and streamline financial processes.
The competitive landscape is also intensifying, with both domestic and international players expanding their presence in India. While increased competition fosters category growth, your Company's strong brand equity, widespread distribution network, and portfolio of globally recognised brands position is well to capture market share. The successful launches of products such as Heineken? Silver, Amstel Grande & London Pilsner demonstrate the Company's ability to respond to shifting consumer preferences and sustain its leadership position.
Sustainability remains at the core of your Company's long-term strategy. Water scarcity, environmental concerns, and regulatory scrutiny around resource consumption necessitate responsible and sustainable brewing practices. Your Company continues to strengthen its commitment to sustainability through its "3R" policy (Reduce, Recycle, Recharge) and investments in water conservation, renewable energy, and sustainable packaging solutions. Initiatives such as rainwater harvesting and energy-efficient brewery operations further align with global best practices and regulatory expectations.
In addition, cyber threats pose a growing risk to business continuity. Your Company has prioritised IT security enhancements,. implementing best-in-class cybersecurity measures to safeguard against potential breaches, ransomware attacks, and data leaks. A robust digital infrastructure and stringent compliance protocols ensure that business operations remain secure and resilient against evolving threats.
As the industry continues to evolve, attracting and retaining top talent remains crucial. The Indian job market is becoming increasingly competitive, and your Company is focused on building a diverse, inclusive, and dynamic work culture. Leadership development, employee engagement, and skill-building programme remain key priorities to ensure a motivated and future-ready workforce.
With a clear strategy centred around driving category growth, winning in mainstream & premium, operational excellence in all stores, leveraging our supply chain footprint & profitability, your
Company is well-prepared to navigate industry complexities and capitalise on emerging opportunities. By maintaining a strong focus on innovation, efficiency, and stakeholder engagement, your Company remains poised for sustained growth and long-term value creation in the evolving Indian beer market.
Prospects
In recent years, India's beer market has witnessed an unwavering ascent, steadfastly defying economic turbulence and societal norms. The growth outlook for the Indian beer industry is optimistic and promising. The Indian Beer industry's growth rate in 2024 has been significantly high compared to the global beer industry average, growth rate, which can be attributed to a confluence of factors, from shifting demographics to economic resurgence, has ignited intense growth within this dynamic market. India's demographic landscape, characterised by a significant youth population, serves as a pivotal driver for the beer industry. The inclination towards low-alcohol content beverages among millennials. A notable rise in female drinkers is propelling market expansion, with an escalating demand for diverse and premium-quality beers. As the nation's GDP continues its upward trajectory, so too does the average consumer's purchasing power, and shifts in consumer behaviour, the Indian beer market is expected to continue expanding at a healthy pace. The instances of liberalisation in retail and distribution further bolster the industry's growth prospects. Being a heavily underpenetrated market, the outlook for the Indian beer industry appears to be bright and full of potential.
Amid this dynamic landscape, your Company continues to lead the market with its strong portfolio, nationwide distribution network, and deep-rooted brand equity. As the industry embraces premiumisation, your Company is well-positioned to capture the growing demand for higher-end beer offerings. The iconic Kingfisher brand, complemented by HEINEKEN's global portfolio, reinforces your Company's leadership across price segments and geographies.
The competitive environment is intensifying, with both domestic and international players expanding their footprint in India. The emergence of microbreweries, craft beer brands, and global entrants is reshaping consumer expectations. Your Company's strategic investments in innovation, digitalisation, and operational efficiency will be instrumental in sustaining its leadership amidst this evolving market. Despite challenges such as inflationary pressures and global supply chain disruptions, your Company is proactively managing costs through long-term procurement strategies, efficiency-driven initiatives, and sustainable pricing models.
Looking ahead, your Company remains committed to driving category growth, enhancing its premium beer portfolio, and reinforcing brand loyalty. Investments in capacity expansion, supply chain optimisation, and sustainability initiatives will further strengthen its competitive edge. By focusing on compliance, execution excellence, and talent development, your Company is well-equipped to navigate industry complexities and capitalise on emerging opportunities.
With a strong foundation and a future-ready approach, your Company is not just positioned for growth but is actively shaping the evolution of the Indian beer market.
Capex Programme
Your company remains steadfast in its commitment to strategic investments that drive sustainable growth, operational excellence, and long-term value creation. In line with this vision, UBL has announced a significant capital outlay of `750 crore to establish a new greenfield brewery in Uttar Pradesh. This marks the Company's first greenfield expansion in over a decade, underscoring its confidence in the burgeoning Indian beer market. The upcoming brewery, expected to commence operations by early 2027.
Beyond this flagship project, UBL's capital expenditure plan encompasses the modernisation of existing facilities, enhancement of supply chain infrastructure, and investments in digital transformation initiatives. These forward-looking investments aim to strengthen UBL's market leadership, improve operational resilience, and align with changing consumer preferences. By emphasising strategic expansion and modernisation, UBL is well-positioned to take advantage of emerging opportunities in India's dynamic beer industry.
Risk Management
The Company is committed to embedding risk management into daily decision-making across the organisation. Risk refers to the possibility of events occurring that could impact the achievement of our business objectives. Risk management involves setting objectives, assessing potential risks, implementing strategies to manage risk and strategies to mitigate potential impact, and continuously monitoring the risk environment. In today's rapidly evolving business landscape, coupled with increasing regulatory and compliance demands, effective risk management is essential to successfully navigating potential challenges.
Backed by strong internal control systems, the current Risk Management Framework consists of key elements laying down the roles and responsibilities in relation to risk management, covering a range of responsibilities, from strategic to operational. These role definitions, inter alia, provide the foundation for appropriate risk management procedures, their effective implementation across your Company, and independent monitoring and reporting.
Risk Management Structure:
The Risk Management Committee of the Board of Directors, constituted by the Board, monitors, and reviews the strategic risk management plans of your Company as a whole and provides necessary directions on the same. The Corporate Risk Team, consisting of Senior Management employees, through focused interactions with businesses, facilitates the identification and prioritisation of strategic and operational risks, the development of appropriate mitigation strategies, and conducts periodic reviews of the progress on the management of identified risks.
Internal Control System
Your Company has established a robust system of Internal Controls to ensure that assets are safeguarded, and transactions are appropriately authorised, recorded, and reported. With the introduction of Internal Controls over Financial Reporting (ICFR) in the Act, we have made an evaluation of the functioning and quality of internal controls and Corporate Governance Policy that guides the conduct of affairs of your Company and clearly delineates the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in governance. The Internal Financial Control framework of your Company is established in accordance with the COSO (Committee of
Sponsoring Organisations) framework and is commensurate with the size and operations of your Company's business. In addition to a statutory mandate, Internal Audit evaluates and provides assurance of advocacy and effectiveness through periodic reporting. Controls in place are routinely evaluated and audited by the Internal and Statutory Auditors, and gaps are identified by the Auditors through a detailed testing exercise. The process of internal control ensures orderly and efficient conduct of business, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. Financial
Statements are prepared based on Significant Accounting Policies that are carefully selected by management. The Accounting Policies are reviewed and updated from time to time. These, in turn, are supported by a set of Standard Operating
Procedures (SOPs) that have been established for the business.
Internal Control evaluates the adequacy of segregation of duties, transparency in the authorisation of transactions, adequacy of records and documents, accountability & safeguarding of assets, and reliability of the management information system. The systems, SOPs, and controls are reviewed and audited by Internal Audit periodically for identification of control deficiencies and opportunities, whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation. Your Company believes that the overall internal control system is dynamic and reflects the current requirements at all times, thereby ensuring that appropriate procedures and operating and monitoring practices are in place by regular audit and review processes to ensure that such systems are reinforced on an ongoing basis.
OTHER INFORMATION
1. General
Cash Flow Statement
A Cash Flow Statement for the year ended March 31, 2025, is appended.
Particulars of Loans, Guarantees, or Investments
Particulars of loans given, investments made, guarantees given, and securities provided, along with the purpose for which the loan or guarantee, or security provided, is proposed to be utilised by the recipient, are disclosed in the Notes to the Standalone Financial Statements. The Company has not advanced loans to Directors/to a Company in which the Director is interested, to which provisions of Section 185 of the Act apply.
Depository System
The trading in the Equity Shares of the Company is under a compulsory dematerialisation mode. The Company has agreed with National Securities Depository Limited and Central Depository Services (India) Limited by the provisions of the Depositories Act, 1996, and as per the directions issued by the Securities and Exchange Board of India. As the depository system offers numerous advantages, Members are requested to take advantage of the same and avail the facility of dematerialisation of the Company's Shares.
Deposits
The Company has not accepted any deposits, including from the public, and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.
Material changes and commitments
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.
There has been no change in the business of the Company.
Subsidiary
During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Act, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statements of our Subsidiary and Associate in the prescribed format AOC-1 is annexed as Annexure - C to this Board's Report. The statement also provides details of the performance and financial position of the subsidiary, along with the changes that occurred, during FY25.
In accordance with Section 136 of the Act, the audited financial statements, including the Consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on our website, at www.unitedbreweries.com
Related Party Transactions
Details of transactions with related parties as defined in the Act and the Rules framed thereunder, the Listing Regulations, and IND AS 24, have been reported in the Notes to financial statements. The Company has formulated a policy on the materiality of Related Party Transactions and on dealing with Related Party
Transactions (RPT), which is placed on the Company's website, at: Policy on Related Party Transactions.pdf
All transactions entered by the Company during FY25 with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any transaction with related parties that could be considered material by the policy of the Company. Accordingly, the disclosure of RPTs as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable.
Cautionary Statement
Statements in this Report, particularly those which relate to Management Discussion and Analysis' and Opportunities, Threats, Risks, and Concerns,' describing the Company's objectives, projections, estimates, and expectations, may constitute forward-looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.
2. Human Resources Management
Internal Complaints Committee
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH Act. Training/awareness programme are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.
The ICC consists of not less than 4 Members and has
Senior-level women employees as Presiding officers, one external Member from NGOs or associations committed to the cause of women, and employees committed to the cause and prevention of issues relating to sexual harassment.
Vigil Mechanism and Whistle-Blower Policy
The Company has a Vigil Mechanism and Whistle-Blower policy under which the employees are encouraged to report violations of applicable laws and regulations and the Code of Conduct without fear of any retaliation. The reportable matters may be disclosed to the Ethics & Compliance Task Force, which operates under the supervision of the Audit Committee. Employees may also report violations to the Chairperson of the Audit Committee. There was no instance of denial of access to the Audit Committee. No whistle-blowing complaints are leading to material fraud or have an impact on the financials of the Company.
The details of the establishment of the vigil mechanism are disclosed in the Company's Code of Business Conduct, which is available on the Company's website and can be accessed at Code of Business Conduct And Ethics.pdf
Remuneration details of Directors and KMPs
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (hereinafter referred to as the "Rule") form part and is annexed as Annexure-D of this Board's Report.
In terms of the provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the said Rule, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rule forms part of this Board's Report. However, in terms of first provision of Section 136(1) of the Act, the
Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. If any Member is interested in obtaining a copy thereof, such Member may write to the Company
Secretary & Compliance Officer, stating their Folio No./ DP
ID and Client ID, whereupon a copy would be sent.
Employees' Stock Option Scheme
HEINEKEN, as the Parent Company, provided Shares to eligible employees of UBL under the HEINEKEN Senior Management Reward Programme.
3. Corporate Governance
The Company is committed to maintaining the highest standards of governance and has also implemented several best governance practices. The Corporate Governance
Report, as per the Listing Regulations, forms part of this
Annual Report. A certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance forms part of Corporate Governance Report.
Board Diversity
The Company recognises and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in ideas, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge, and skills including expertise in financial, diversity, global business, leadership, information technology, Board service and governance, sales and marketing, Environmental, Social and Governance (ESG), risk management and cybersecurity and other domains, which will ensure that the Company retains its competitive advantage. Additional details on
Board diversity are available in the Corporate Governance section that forms part of this Annual Report.
Code of Business Conduct and Ethics
The Board of Directors of UBL has adopted a Code of Business Conduct in terms of the Listing Regulations, which has been posted on the Company's website at:
Code of Business Conduct and Ethics.pdf
Code for Prevention of Insider Trading
Your Company has adopted a comprehensive Code of Conduct to Regulate, Monitor and Report of Trading by Insiders' and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' relating to the Company, under the provisions of the Securities Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015.
The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report of Trading by Insiders' and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.'
Policy on Director's appointment and remuneration
The current policy is to have an appropriate mix of executive, non-executive, and independent Directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2025, the
Board had 10 (ten) Members, consisting of two executive
Directors, three Non-Executive Non-Independent Directors, and five Non-Executive Independent Directors. Amongst two women Non-Executive Directors, one is Independent Director. The details of Board and committee composition, tenure of Directors, areas of expertise, and other details are available in the Corporate Governance section that forms part of this Annual Report.
The policy of the Company on Director's appointment, KMP & Senior Management, and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director, and other matters, as required under sub-section (3) of Section 178 of the Act, is available on the Company's website and can be accessed at Remuneration-Policy.pdf
We affirm that the remuneration paid to the Directors and criteria for making payments to Non-Executive Directors of the Company is as per the terms laid down in the Remuneration Policy.
Dividend Distribution Policy
As required under Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy. This policy can be viewed on the Company's website and can be accessed at Dividend Distribution Policy 2016.pdf
Annual Return
The draft Annual Return of the Company as on March 31, 2025, is available on the Company's website and can be accessed at https://www.unitedbreweries.com/pdf/AGM/ Annual%20Return%20MGT--7-2024-2025.pdf
Secretarial Standards
The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India.
Management's Responsibility for Internal Financial Control and its adequacy
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the 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, as required under the Act.
Directors and Key Managerial Personnel (KMP)
The Board of the Company currently comprises 10 (ten)
Directors with a balanced combination of Executive, Non-Executive Non-Independent Directors, and Non-Executive Independent Directors.
(I) Resignation of Director:
Radovan Sikorsky (DIN 09684447), Whole-Time
Director (designated as Director and Chief Financial
Officer), resigned from the said position with effect from the close of business hours of June 30, 2024.
(II) Appointment of Directors:
The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, appointed:
(a) Jorn Elimar Kersten (DIN 10643152) as an Additional Director (in the capacity of Whole-Time Director designated as Director and Chief Financial Officer & Key Managerial Personnel) of the Company with effect from August 01, 2024, for a term of 3 (three) years till July 31, 2027, and his appointment was regularized and approved by the Members of the
Company at the AGM held on August 01, 2024.
Jorn is liable to retire by rotation.
(b) Yolanda Talamo (DIN 10704805) as an
Additional Director (in the capacity of Non-
Executive Non-Independent Director) of the
Company with effect from the conclusion of the AGM held on August 01, 2024, and her appointment was regularised and approved by the Members of the Company through Postal Ballot on September 12, 2024. Yolanda is liable to retire by rotation.
(c) Radovan Sikorsky (DIN 09684447) as an
Additional Director (in the capacity of
Non-Executive Non-Independent Director) of the Company with effect from the conclusion of the AGM held on August 01, 2024, and his appointment was regularised and approved by the Members of the Company through Postal Ballot on September 12, 2024. Radovan is liable to retire by rotation.
(d) Ranjan Ramdas Pai (DIN 00863123) as an Additional Director (in the capacity of
Non-Executive Independent Director) of the Company with effect from October 24, 2024, for a term of 5 (five) years till October 23, 2029, and his appointment was regularised and approved by the Members of the Company through Postal Ballot on December 13, 2024. In the opinion of the Board, Ranjan Ramdas Pai, Non-Executive Independent Director, appointed during the year, possesses requisite integrity, expertise, experience, and proficiency.
(III) Re-appointment of Director retiring by rotation:
Jorn Elimar Kersten (DIN 10643152) Whole-Time
Officer), retires by rotation at this AGM, and being eligible, has offered himself for re-appointment. A resolution for the re-appointment of Jorn Elimar
Kersten is proposed at this AGM.
(IV) Stepping down:
(a) Kiran Mazumdar Shaw (DIN 00347229) stepped down as Director (designated as Non-Executive
Independent Director) of the Company, with effect from the conclusion of the AGM held on
August 01, 2024.
(b) Christiaan August J Van Steenbergen (DIN 07972769) stepped down as Director
(designated as Non-Executive Non-Independent
Director) of the Company, with effect from the conclusion of the AGM held on August 01, 2024.
The Board of Directors expressed their deepest gratitude to Kiran Mazumdar Shaw and Christiaan Van Steenbergen for their invaluable contributions and dedicated services over the past 15 years and 7 years respectively. The Board noted that their leadership and commitment had played a pivotal role in the growth and success of the Company. Also, their strategic insights, unwavering professionalism, and collaborative spirits had been greatly appreciated by all the Board Members who had the pleasure in working with them. The Board further expressed that during their tenure, both Kiran Mazumdar Shaw and Christiaan Van Steenbergen had helped navigate numerous challenges and had been instrumental in achieving several key milestones. Their efforts had left a lasting impact, and their legacy would continue to inspire the Company as we move forward.
(V) Appointment of Company Secretary & Compliance
Officer:
The Board of Directors of the Company, based on the recommendation of the Nomination & Remuneration Committee, appointed Nikhil Malpani (ICSI
Membership Number-A20869) as Company Secretary & Compliance Officer and Key Managerial Personnel of the Company with effect from May 07, 2024.
Meetings of the Board and Committees
The meetings of the Board and Committees are pre-scheduled, and a tentative calendar of the meetings are finalised in consultation with the Directors was circulated in advance to facilitate them to plan their schedule. In case of special and urgent business needs, approval is taken by passing resolutions through circulation. The Board met
5 (five) times during the FY25. Other details, including the composition of the Board and various Committees and meetings thereof held in FY25, are given in the Corporate
Governance section forming part of this Annual Report. The maximum interval between Board Meeting, Audit Committee and Risk Committee meetings did not exceed the limits as prescribed under the Act and the Listing Regulations.
Board Evaluation and Familiarisation Programme
The details of the familiarisation programme, annual Board evaluation for Directors, policy on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, and remuneration for Directors, forms part of the Corporate Governance section of this Annual Report.
Declaration by Independent Director
During the year, 1 (one) meeting of the Independent
Director was held on June 01, 2024. The Company has received the necessary declarations from each independent
Director under section 149(7) of the Act, that (i) he/she meets criteria of independence laid down in Section 149(6) of the Act, (ii) Code for independent Directors as laid down under Schedule IV of the Act and Regulation 16(1) (b) of the Listing Regulations. The independent Directors have further confirmed that they have registered their names on the online databank maintained by the Indian Institute of
Corporate Affairs.
. Audit and Nomination & Remuneration Committees
Audit Committee
The Audit Committee of the Board of Directors is constituted to act by the terms of reference and perform roles, as prescribed under the Act and Listing Regulations. The composition of the Audit Committee, its terms of reference, roles, and details of meetings convened and held during the year under review are given in the Corporate
Governance section that forms part of this Annual Report.
During the year under review, all the recommendations of the Audit Committee were accepted and approved by the Board.
Nomination and Remuneration Committee (NRC)
The NRC is constituted by the terms of reference and perform roles, remuneration policy as prescribed under the Act and Listing Regulations. The composition of the NRC, its terms of reference, roles, and details of meetings convened and held during the year under review forms of part of
Corporate Governance section of this Annual Report.
The salient features of the remuneration policy are also provided in the Corporate Governance section forming part of this Annual Report. During the year under review, all the recommendations of the Nomination and Remuneration Committee were accepted and approved by the Board.
5. Auditors and Audit Reports
Statutory Auditors and Audit Fees
Deloitte Haskins & Sells LLP, Chartered Accountants, was appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 23rd AGM held on August 10, 2022. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.
The Auditors' Report does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes to the financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. During the year, the total audit fees paid to the Statutory Auditors amounted to Rs.364 Lakhs (including fees for tax audit, quarterly limited reviews, certificates, and group reporting). The total audit fees excluded goods and services tax and other expenses.
Secretarial Auditors and Audit Report
The Board has appointed BMP & Co., LLP, Practicing Company Secretary, to conduct Secretarial Audit of the
Company for a period of 5 years i.e. from FY2025-26 to
2029-30, subject to approval of the Members at the ensuing AGM. The Secretarial Audit Report for the financial year ended March 31, 2025, forms part of the Corporate
Governance section of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.
Cost Records and Cost Audit
Maintenance of cost records and the requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company for the FY25.
Annual Secretarial Compliance Report
The Company has undertaken an examination of all applicable compliances as per Listing Regulations and
Circulars/Guidelines issued thereunder, for the FY25.
The Annual Secretarial Compliance Report, as issued by
BMP & Co., LLP, Practicing Company Secretary, should be submitted to the Stock Exchanges within 60 (sixty) days of the end of FY25. This Report does not contain any qualifications, reservations, adverse remarks or disclaimer for the FY25.
Reporting of fraud by Auditors
During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the
Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.
6. Conservation of energy, research & development, technology absorption, foreign exchange and earnings, and outgo
Conservation of Energy
The Company is taking continuous steps to conserve energy. Its "Sustainability" initiatives are disclosed separately as part of this Report. The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, are annexed as
Annexure - E to this Board's Report. Foreign Exchange Earnings and Outgo
During FY25, total foreign exchange earnings of the Company stood at Rs.27,752 Lakhs (Previous Year: Rs.21,907 Lakhs), and foreign exchange outgo stood at Rs.72,077 Lakhs (Previous Year: Rs.36,326 Lakhs)
7. Business Responsibility and Sustainability Report
(BRSR)
The Ministry of Corporate Affairs (MCA) constituted a
Committee on Business Responsibility Reporting ("the Committee") to finalise business responsibility reporting formats for listed and unlisted companies, based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report, the
Committee recommended that Business Responsibility Report disclosures be based on ESG parameters, compelling organisations to holistically engage with stakeholders and go beyond regulatory compliance in terms of business measures and their reporting. The BRSR disclosures form a part of this Report. The non-financial sustainability disclosures (BRSR Core) have been independently assured by SGS India Private Limited.
Environmental, Social, and Governance (ESG)
Our focus remains firm on advancing our journey towards net-zero carbon emissions, maximising circularity, reducing water consumption, and fully replenishing the water used in our products across water-stressed regions. On the social front, we prioritise inclusion and diversity, foster a fair and safe workplace, and strive to positively impact the communities we engage with. We are building authentic partnerships to address the harmful use of alcohol, make moderation aspirational, and provide clear, transparent information on our products. Guided by our core values and a strong foundation of corporate governance, we aim to serve the interests of all our stakeholders and lead by example.
The CSR and ESG Committee, constituted by the Board, provides oversight on the organisation's ESG priorities, initiatives, and alignment with leading ESG practices. The
Committee reports to the Board and meets regularly to review progress against the ambitions outlined in our Brew a Better India (BaBI) 2030 strategy.
8. Material Orders
Significant and Material Orders
No significant material orders passed, or stringent actions taken by the regulators, courts, or tribunals, impact the going concern status and the Company's operations in the future. However, we bring to your attention the following developments/orders for the sake of transparency.
i) Competition Commission of India (CCI):
On September 24, 2021, the CCI passed an order under Section 27 of the Competition Act, 2002 ("Competition
Act") in Suo Motu Case No. 06 of 2017 and imposed penalties on three beer companies, including the Company for alleged contravention of Section 3 of the
Act ("CCI Order"). The penalty imposed on the Company is Rs.751.83 crores ("the Penalty"). The Company and other appellants filed appeals challenging the CCI
Order before the National Company Law Appellate
Tribunal ("NCLAT"). The NCLAT stayed the CCI Order, including recovery of the penalty amount imposed by the CCI, subject to a deposit of 10% of the penalty, by the Company. The NCLAT dismissed the appeals vide order dated December 23, 2022 ("NCLAT Order"). The Company and other appellants have filed appeals against the NCLAT Order in the Supreme Court of India
("Supreme Court"). The Supreme Court admitted the appeals vide order dated February 17, 2023 ("SC Order"), stayed the NCLAT Order and consequently, the CCI
Order, subject to a deposit of an additional 10% of the penalty, over and above the amount already deposited with NCLAT. The Company has already deposited 20% of the penalty by way of fixed deposits in favour of the
Registrar, NCLAT in pursuance of NCLAT Order and the SC Order.
ii) Bihar Industrial Area Development Authority (BIADA): BIADA had allotted 42 Acres of land ("the Land") to the Company on June 3, 2011, in Kopakalan Industrial Area, Naubatpur, District Patna, on a lease basis for establishing a brewery. The Company had established a brewery over the Land, which was closed on April 1, 2017, upon imposition of prohibition by the Bihar State
Government. The Company restarted the unit over the
Land and commenced production of non-alcoholic beverages in the unit in October 2018 after obtaining approvals from all statutory authorities. On June 25, 2022, BIADA issued a show cause notice for the cancellation of allotment/ lease of the land due to non-operation of the unit. The Company replied that the production was temporarily stopped since it had sufficient stocks to meet the demand for its products and sought an extension to restart production. BIADA cancelled the allotment of the land vide order dated December 16, 2022, against which the Company filed a writ before the
High Court of Patna. The High Court vide order dated January 25, 2023, directed BIADA to maintain the status quo and directed the Company to file an undertaking that it will commence commercial production in the unit.
The Company has filed an undertaking in the High Court that it will start commercial production in the unit with BIADA recalling the order of cancellation. Subsequently, on February 8, 2023, the High Court directed BIADA to take a policy decision to deal with the situation arising out of the action of BIADA in the present petition and identical matters. On August 10, 2023, BIADA notified two policies for availing options by the allottees to either (i) surrender the land, or (ii) sell/transfer the land; and on October 5, 2023, BIADA notified another policy also to continue manufacturing activities over the allotted land.
On October 30, 2023, the Company filed an application to amend the writ to include additional matters related to setting aside the policy related to the continuance of the manufacturing activities over the allotted land which has stringent conditions or alternatively direct BIADA to extend the period to six months to avail the option to sell/ transfer the land. The matter is pending with the High Court. The orders/proceedings mentioned above do not . have any impact on the going concern status of the Company.
9. Other Disclosures
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review: i. The Company has not issued any shares with differential voting rights/sweat equity shares ii. There was no revision in the Financial Statement iii. There has been no change in the nature of the business of the Company as on the date of this Report. iv. Neither the Managing Director & Chief Executive Officer nor the Director & Chief Financial Officer of the Company receives any salary or commission from the subsidiary Company. v. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. vi. There was no instance of one-time settlement with any Bank or Financial Institution. vii. The requirement to disclose the details of the difference between the amount of the valuation at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions, along with the reasons thereof, is not applicable; and viii. During the year, there was no change in the status of subsidiary, associate, and joint venture companies as may be applicable.
10. Directors' Responsibility Statement
The financial statements are prepared by the Indian
Accounting Standards (Ind AS) under the historical cost convention on an accrual basis, except for certain financial instruments, which are measured at fair values, the provisions of the Act, and guidelines issued by SEBI. The Ind AS as are prescribed under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015, and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto used.
Your Directors states that: a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards, read with requirements set out under Schedule III to the Act, have been followed, and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the March 31, 2025 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis. e) the Directors have laid down internal financial controls to be followed by the Company, and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.
All Annexures referred to in the Board's Report have been disclosed under the Statutory Information forming part of this Annual Report.
ACKNOWLEDGEMENT AND APPRECIATION
We thank our clients, customers, vendors, investors, members, suppliers, bankers, business partners and associates, financial institutions, employee volunteers, central and state governments, and other government agencies for their continued support and encouragement of the Company during the year and look forward to their continued support in the future. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.