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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Globus Spirits Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present the 32^nd Annual Report and Audited Accounts for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE				(C In Lakhs)
Particulars	Current Year (2024-25)		Previous Year (2023-24)
Particulars	Consolidated	Standalone	Consolidated	Standalone
Total Revenue	352904.47	352712.01	316075.47	316072.47
Total Expenses	349580.97	349194.33	307004.43	306907.00
Profit before Exceptional items & Tax	3323.50	3517.68	9071.04	9165.47
Less: Provision for taxation including Deferred tax	1131.05	1020.50	(532.85)	(509.42)
Profit/ (Loss) after tax	2192.45	2497.18	9603.89	9674.89
Basic EPS	8.08	8.65	33.49	33.58
Diluted EPS	8.05	8.61	33.42	33.51

PERFORMANCE OVERVIEW

During the year under review, the standalone revenue stood at C 2,536 Crore compared to C 2,415 Crore in the previous year, a growth of 5% Year on Year. The standalone PBT stood at C 35 Crore compared to C 92 Crore in the previous year.

The Basic Standalone EPS of your Company stood at C 8.65, compared to C 33.58 in the previous year, while the Diluted Standalone EPS was C 8.61, as against C 33.51 in the previous year.

THE YEAR IN PERSPECTIVE

In the year under review, amidst persistent geopolitical and economic challenges, the global economy faced elevated levels of uncertainty, putting the resilience of major economies to the test. Advanced economies recorded modest growth, constrained by prolonged tight monetary policies. In contrast, emerging markets led by India played a critical role in sustaining global economic momentum, supported by strong domestic demand, ongoing structural reforms, and sustained government expenditure. According to the World Bankâs Global Economic Prospects June 2025 report, Indiaâs real GDP growth remained healthy at 6.5% in 2024.

In Fiscal Year 2025, your Companyâs standalone business recorded a 5% year-on-year growth in Net Revenue, reaching C 2,536 crore, driven by stable business operations and continued momentum in the Prestige & Above segment. EBITDA for the year stood at C 163 crore, with EBITDA margins at 6%, impacted by elevated input costs and growth expenses in the Prestige & Above segment. The Net Profit for the year under review was C 25 crore.

In Fiscal 2025, the Consumer Business accounted for 39% of the Companyâs Total Revenue.

In the Regular & Others segment, your Company maintained strong performance in key markets such as Rajasthan, with continued market leadership. This segment is characterized

by healthy EBITDA margins and strong return ratios, driven by a fast-moving cash cycle and a low asset base. Additionally, the Companyâs entry into the Uttar Pradesh market in this category is expected to contribute positively in the year ahead.

The Prestige & Above segment gained strong momentum, contributing 13% to the Consumer Business revenue. Your Company successfully entered new categories, like Single Malt Whisky with DOAAB and Beer segment via a joint venture, marking a strategic expansion aligned with its longterm growth vision. The Company has a robust portfolio, comprising 11 brands across 9 states. Fiscal 2025 was a milestone year for this segment which surpassed the revenue target of C 100 crore and achieved a topline of C 129 crore. Profitability continues to improve with rising volumes, and efficient operations. This segment is expected to drive the next phase of your Companyâs growth trajectory.

In Fiscal 2025, the Manufacturing Business accounted for 61% of the Companyâs Total Revenue. This segment encountered headwinds due to elevated input costs. However, your Company was able to effectively navigate these challenges, leveraging the operational flexibility and efficiency of its fungible manufacturing facilities. The rice supply policy announced by the Food Corporation of India (FCI) towards the end of FY25 is expected to positively impact the segment by improving the overall supply-demand balance for rice. The Company was also able to mitigate certain risks by procuring maize as an alternative, thereby diversifying its raw material mix.

In April 2024, your Company commissioned a new bottling line in the state of Uttar Pradesh. This strategic expansion will be further supported by planned capital expenditure for setting up a 100 KLPD distillation facility, designed to be fungible between molasses and grain. Scheduled for completion by Q3 FY26.

With a strong foundation and deep industry expertise, your Company is well-positioned to unlocking new growth avenues, especially in the Consumer Business segments.

DIVIDEND

Your Directors are pleased to recommend dividend of Re.2.76/- , i.e. 27.60% per equity share of the company for the year 2024-25.

PUBLIC DEPOSITS

The Company has not accepted or invited deposits covered under the provisions of Section 73 of the Companies Act,

2013 read with the Companies (Acceptance of Deposit) Rules

2014 from any person during the year under Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Dr. Bhaskar Roy, have resigned from the Board of Directors of the company w.e.f. 19^th May 2025. The Directors place on record their appreciation of the valuable contribution made by them. And Mr. Amitabh Singh and Mr. Rajesh Kumar Malik have been inducted as Additional Director (Executive) in the Board of Directors of the company w.e.f. 19^th May 2025.

Sh. Shekhar Swarup, Executive Director of the company, retire by rotation and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

SUBSIDIARY COMPANIES

Your Company has one subsidiary viz., M/s Bored Beverages Private Limited (Indian subsidiary).

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiary is set out in the prescribed form AOC-1, which forms part of the annual report.

CORPORATE GOVERNANCE

As per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-II to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided the Corporate Governance Report which forms part of this report. The policy on Corporate Social Responsibility as approved by the Board of Directors is available on the website of the Company www.globusspirits.com.

NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Policy as approved by the Board on recommendation of the Nomination & Remuneration Committee is available on website of the Company www. globusspirits.com.

AUDITORS

Pursuant to the provisions of Section 139 (1) and (2) of the Act 2013, M/s Walker Chandiok & Co. LLP, Chartered Accountants, New Delhi, having ICAI Firm Registration No. 001076N/N500013, the Statutory Auditors of the Company was appointed in 30^th AGM of the company to hold office till the conclusion of 35^th AGM of the Company at the remuneration to be fixed by the Board of Directors / senior management of the Company, in addition to applicable taxes and actual out of pocket expenses incurred in connection with the audit of the accounts of the Company.

AUDITORSâ REPORT

The notes on accounts appearing in the schedule and referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments or explanations. There are no adverse remarks/qualifications in the auditorâs report.

COST AUDIT

The board has appointed M/s JSN & Co., Cost Accountants, having Firmâs registration no. 455, its office at 462/1, 1^st Floor, Old MB Road, Lado Sarai, New Delhi-110030, as Cost Auditor for conducting the Cost Audit for the financial year 2025-26. The audit committee recommended his appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

SECRETARIAL AUDIT

Secretarial Audit Report has been annexed herewith & forms part of the Annual Report. The board has appointed M/s Sheetal & Co., Company Secretaries in Practice, a Peer Reviewed Firm, bearing Membership No. F10780 and COP No.15204, having its office at Plot No.8-B, 2^nd Floor, Manohar Park, East Punjabi bagh, New Delhi-110026, as Secretarial Auditor of the company for conducting the secretarial audit for a period of 5 financial years w.e.f. the Financial Year 202526. The said appointment of Secretarial Auditor by the Board is required to be ratified by the members at the AGM as per the requirement of the Companies Act 2013 and SEBI (LODR) Regulation, 2015.

ANNUAL RETURN

Annual Return of the Company in Form MGT-7, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on Companyâs website www.globusspirits.com and can be accessed through link https://www.globusspirits.com/ investors_corporate_governance.php.

EMPLOYEE STOCK OPTION SCHEME

The Employee Stock Option Scheme was approved by the shareholders in the Annual General Meeting held on September 24, 2021. Total 2,87,992 Options were approved under the Employee Stock Option Scheme. Disclosure under SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 regarding details of the âESOP 2021â is given in Annexure-III. The Employee Stock Option Scheme containing all the relevant terms & conditions can be access at https://www.globusspirits.com/investors_corporate_ governance.php.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ETC.

Particulars as required under Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure I and form part of this report.

MANAGEMENTâS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Managementâs Discussion and Analysis Report has been annexed & forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed

1. That in preparation of the Annual Accounts for the financial year 2024-25, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.

2. That 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 as at 31^st March, 2025 and of the results of the Company for that period.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the Annual Accounts for the financial year 2024-25 on a going concern basis.

5. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly ; and

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

NUMBER OF MEETINGS OF THE BOARD

4 meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.

VARIOUS COMMITTEES OF THE BOARD

Composition and other details pertaining to various Committees of the Board of Directors have been disclosed in the Corporate Governance Report.

INDEPENDENT DIRECTORSâ DECLARATION

All the Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by the Managing Director and forms part of the Annual Report.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a comprehensive âCode of Conduct to Regulate, Monitor and Report of Trading by Insidersâ and also a âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationâ relating to the Company, under the provisions of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors have approved and adopted the âCode of Conduct to Regulate, Monitor and Report of Trading by Insidersâ and a âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationâ.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Directors are related to each other within the meaning of the term ârelativeâ as per Section 2(77) of the Act and SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015 except Sh. Shekhar Swarup (Joint Managing Director) is the son of Sh. Ajay Kumar Swarup (Managing Director) of the Company.

ANNUAL PERFORMANCE EVALUATION

The company has a mechanism for annual performance evaluation of every Individual Directors and the Board as a whole as well as its various committees.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees & securities, if any, given and Investments, if any, made, are forming part of Notes to the Financial Statements of the company.

SECRETARIAL STANDARDS

All the provisions of Secretarial standards has been complied by the Company during Financial Year 2024-25.

TRANSACTIONS WITH RELATED PARTIES

The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on armâs length basis. The details are mentioned in the notes to accounts of the financial statements. Policy on materiality of Related Party Transactions can be accessed on the companyâs website www.globusspirits.com.

INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

RISK MANAGEMENT

The Company has a Risk Management Committee & also it has in place a Risk Management Policy to deal with various risks arising in the course of business. The key responsibilities of Risk Management Committee are namely, Identification of risks, Implementing and monitoring the risk management plan for the Company and reframe the risk management plan and policy as it may deem fit, lay down procedures to inform Board members about the risk assessment and minimization procedures, Monitoring and reviewing of the risk management plan from time to time and activities as may be required to be done under the Companies Act 2013 or SEBI listing Regulations.

ANTI-SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received on sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint on sexual harassment was received during the period under review.

VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.

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 Companyâs website at https://www.globusspirits.com/documents/key-policies/ Dividend%20Distribution%20Policy-GSL.pdf.

UNCLAIMED DIVIDEND AND SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ):

During the year under review, the Company was not liable to transfer any amount to the Investor Education and Protection Fund (IEPF).

PARTICULARS OF REMUNERATION

The information required under section 197 of the Companies Act, 2013 and the rules made there under, in respect of employees of the Company, is follows :-

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company
Executive Directors ''	Ratio to the Median Remuneration*
Mr. Ajay Kumar Swarup	148.00
Mr. Shekhar Swarup	126.86
Dr. Bhaskar Roy	27.77
Non-Executive Directors (Sitting Fees only)
Sh. Sunil Chadha	0.66
Ms. Ruchika Bansal	0.66
Sh. Amit Bhatiani	0.38
Mr. Ajay Baliga	0.23
* for the purpose of comparison 12 months salary has been considered for all the employees even though any employee has worked for less than 12 months

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year
Name of the Person	% increase in Remuneration
Mr. Ajay Kumar Swarup (Managing Director)	20%
Mr. Shekhar Swarup (Joint Managing Director)	20%
Dr. Bhaskar Roy (Executive Director)	8%
Sh. Santosh Kumar Pattanayak (Company Secretary)	8%
Sh. Nilanjan Sarkar (CFO)	8%

7.30% (Since there is lot of variation in the no. of employees during the current year as compare to previous year, comparison of the exact median remuneration may not be accurate.)

(d) The number of permanent employees on the rolls of Company as on 31/03/2025: 975

(e) The average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2024-25 was 8.5%

approximately. Percentage increase in the managerial remuneration for the year was also approximately 12.80%.

(f) The affirmation that the remuneration is as per the remuneration policy of the Company:

The Companyâs remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the Company by the Central & the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.

Mar 31, 2024

The Board of Directors are pleased to present the 31^st Annual Report and Audited Accounts for the year ended 31^st March, 2024.

FINANCIAL PERFORMANCE

(Rs. In Lakhs)
Particulars	Current Year (2023-24)		Previous Year (2022-23)
	Standalone	Consolidated	Standalone
Total Revenue	316072.47	316075.47	283029.79
Total Expenses	306907.50	307004.43	265023.10
Profit before Exceptional items & Tax	9165.47	9071.04	18006.69
Less: Provision for taxation including Deferred tax	(509.42)	(532.85)	5786.89
Profit/ (Loss) after tax	9674.88	9603.89	12219.80
Basic EPS	33.58	33.33	42.43
Diluted EPS	33.51	33.26	42.39

PERFORMANCE OVERVIEW

During the year under review the company reported a growth of 11% in revenue as compare to previous year and PBT has been decreased by Rs.88crores from the previous year and also PAT has been decreased by 20% from the previous year. The Basic EPS of the Company is '' 33.58/- as compared to '' 42.43/-in the previous year and the Diluted EPS of the Company is '' 33.51/- as compared to '' 42.39/- in the previous year.

THE YEAR IN PERSPECTIVE

In Fiscal 2024 the global economy remained resilient even though there were many disruptions like Inflation spiked following a Russian-Ukraine war, followed by a globally synchronized tightening of monetary policy, and attacks on commercial shipping in the Red Sea which led to a rise in global freight rates. However, India has shown resilience and is poised for further growth because of the strong economic policies in place.

In Fiscal 2024, your Company reported a growth of 15% in net revenues to reach '' 2,415crore due to performance in the manufacturing and consumer segment, and EBITDA stood at '' 184crores. EBITDA margins were at 8% due to the higher input costs, and investments in the IMFL segment. Net profit stood at '' 97Crores in the year under review.

The share of consumer business was 34% in Fiscal 2024. The Company continued to perform well in its key markets like Rajasthan with higher growth in the Value Plus (Medium Liquor) and continues to be the market leader, in this segment we enjoy a healthy EBITDA margin which leads to strong return ratios and is a fast-moving cash-cycle with a low asset base which helps us to invest in companyâs future growth opportunity which is the Prestige & Above segment. In Fiscal 2024, the sales from the IMFL segment picked up and contributed 6% of the top line of consumer revenue. We have been able to enter brand new categories such as the Read to Drink category, as well as the Beer category thanks to this vote of confidence. A premium segment currently contributes 2% of your companyâs revenue, and the company believes it will contribute to its next phase of growth. Your company has developed a strong portfolio of Prestige & Above segment brands, with six brands spread across six states. In the upcoming year, several launches of new products in select markets and existing products in new markets will be planned and executed.

The share of the manufacturing business was 66% in Fiscal 2024. It witnessed a growth of 17% as the plants were running at optimum utilisation and raw material prices increased which we partially passed on because of the strong nature of our business. Our incremental capacities of 60 KLPD each at Jharkhand and West Bengal will be operational from Q1 of FY25 and we expect further boost in topline from here on. There is no doubt that your companyâs strong presence in the manufacturing sector is the backbone of the business.

As a manufacturing company with a solid foundation, we are confident in exploring opportunities in the consumer segment.

DIVIDEND

Your Directors are pleased to recommend dividend of Re. 3.50/-

i.e. 35% per equity share of the company for the year 2023-24.

Meeting (âAGMâ) as per the provision of Section 148(3) of the Act 2013.

SECRETARIAL AUDIT

Secretarial Audit Report has been annexed herewith and forms part of the this Report.

PUBLIC DEPOSITS

The Company has neither accepted nor Invited any deposits from public under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Santosh Kumar Bishwal, Mr. Kunal Agarwal and Mr. Vivek Gupta, have resigned from the Board of Directors of the company w.e.f. 30^th May 2024. The Board of Directors places on record its appreciation of the valuable contribution made by them. Further, Mr Amit Bhatiani has been inducted in the Board as an Independent Director and Mr. Sunil Chadha has been appointed as Chairman of the Board of Directors of the company w.e.f. 30th May 2024.

Dr. Bhaskar Roy, Executive Director of the company, retire by rotation and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

SUBSIDIARY COMPANY

Your Company has one subsidiary viz., M/s Bored Beverages Private Limited (Indian subsidiary).

CORPORATE GOVERNANCE

As per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Policy as approved by the Board on recommendation of the Nomination & Remuneration Committee is available on website of the Company www. globusspirits.com.

AUDITORS

Pursuant to the provisions of Section 139 (1) and (2) of the Act 2013, M/s Walker Chandiok & Co. LLP, Chartered Accountants, New Delhi, having ICAI Firm Registration No. 001076N/N500013, the Statutory Auditors of the Company was appointed in 30^thAGM of the company to hold office till the conclusion of 35^th AGM of the Company at the remuneration to be fixed by the Board of Directors / senior management of the Company, in addition to applicable taxes and actual out of pocket expenses incurred in connection with the audit of the accounts of the Company.

AUDITORSâ REPORT

The Auditors in their report have given a qualification and the response of your Directors with regards to it is as follows :

During the year ended 31 March 2023, the Income Tax Department had carried out search and seizure operation at the head office and other premises of the Company from 30^thJanuary 2023 to 03^rd February 2023 under section 132 of the Income-tax Act, 1961 (âIT Actâ). Subsequent to year end, the Company has received assessment orders for the last 10 assessment years in the first week of Aprilâ24 disallowing certain expenses resulting in an aggregate tax impact of '' 5,649 lacs (including interest). The Company has no tax demand for the AY 2014-15 to AY 2020-21 and for the remaining 3 years, the amount of tax demand is '' 4,093 lacs, out of which '' 532 lacs was paid as self-assessment tax during the quarter ended on 31 December 2023. The Company has filed an appeal u/s 246A of the IT Act for all the assessment years covered by the order and has paid '' 2,511 lacs under protest. The management has appointed an independent firm to review these disallowances and report to Audit committee and the Company has been legally advised that the tax demand may not be sustainable at the appellate forums. While the outcome is awaited, based on legal advice and companyâs preliminary assessment, management has determined that no material adjustments are needed with respect to the aforementioned matter in the financial results.

COST AUDIT & COST AUDITOR

Your Company is required to maintain the Cost records as required under Section 148(1) of the Act and accordingly, such accounts and records are maintained by the Company. The Board of Directors appointed M/s JSN & Co., Cost Accountants, having Firmâs registration no. 455, its office at 462/1, 1st Floor, Old MB Road, Lado Sarai, New Delhi-110030, as Cost Auditor for conducting the Cost Audit for the financial year 2024-25. The audit committee recommended their appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying their eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the Annual General

PARTICULARS OF EMPLOYEES

Statement pursuant to u/s 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of top ten employees are as follows :-

EMPLOYEE STOCK OPTION SCHEME

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024 can be accessed on the Companyâs website at https://www.globusspirits.com/ investors_corporate_governance.php

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ETC.

Particulars as required under Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure I and form part of this report.

MANAGEMENTâS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Managementâs Discussion and Analysis Report has been annexed and forms part of the this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed

1. That in preparation of the Annual Accounts for the financial year 2023-24, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.

2. That 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 as at 31^st March, 2024 and of the results of the Company for that period.

4. That the directors had prepared the Annual Accounts for the financial year 2023-24 on a going concern basis.

5. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly ; and

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

NUMBER OF MEETINGS OF THE BOARD

Five meetings of the Board of Directors of the Company were held during the financial year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of the Annual Report. .

COMMITTEES OF THE BOARD

Composition and other details pertaining to various Committees of the Board of Directors have been disclosed in the Corporate Governance Report.

INDEPENDENT DIRECTORSâ DECLARATION

POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a comprehensive âCode of Conduct to Regulate, Monitor and Report of Trading by Insidersâand also a âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationâ relating to the Company, under the provisions of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors have approved and adopted the âCode of Conduct to Regulate, Monitor and Report of Trading by Insidersâ

and a âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationâ.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Directors are related to each other within the meaning of the term ârelativeâ as per Section 2(77) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 except Sh. Shekhar Swarup (Joint Managing Director) is the son of Sh. Ajay Kumar Swarup (Managing Director) of the Company.

ANNUAL PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors including Independent Directors pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 The performance was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition & structure, Board meetings & Procedures, Board Development, Risk Management, effectiveness of board processes, information and functioning, succession planning etc.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments , as per Section 186 of the Act, have been disclosed in the financial statements.

SECRETARIAL STANDARDS

All the provisions of Secretarial standards has been complied by the Company during Financial Year 2023-24.

TRANSACTIONS WITH RELATED PARTIES

INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

RISK MANAGEMENT

The Company has a Risk Management Committee & also it has in place a Risk Management Policy to deal with various risks arising in the course of business. The key responsibilities of

Risk Management Committee are namely, Identification of risks, Implementing and monitoring the risk management plan for the Company and reframe the risk management plan and policy as it may deem fit, lay down procedures to inform Board members about the risk assessment and minimization procedures, Monitoring and reviewing of the risk management plan from time to time and activities as may be required to be done under the Companies Act 2013 or SEBI listing Regulations.

ANTI-SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received on sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint on sexual harassment was received during the period under review.

VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.

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 Companyâs website at https:// www.globusspirits.com/documents/key-policies/Dividend%20 Distribution%20Policy-GSL.pdf

PARTICULARS OF REMUNERATION

The information required under section 197 of the Companies Act, 2013 and the rules made there under, in respect of employees of the Company, is follows :-

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company

Executive Directors	Ratio to the Median Remuneration*
Mr. Ajay Kumar Swarup	117.19
Mr. Shekhar Swarup	100.45
Dr. Bhaskar Roy	30.54
Non-Executive Directors (Sitting Fees only)
Sh. Santosh Kumar Bishwal	1.49
Sh. Vivek Gupta	1.40
Sh. Kunal Agarwal	1.86
Sh. Sunil Chadha	1.72
Ms. Ruchika Bansal	4.48
Mr. Ajay Baliga	11.20

* for the purpose of comparison 12 months salary has been considered for all the employees even though any employee has worked for less than 12 months

tribunals impacting the going concern status and Companyâs operations in future

The details in respect of adequacy of internal financial controls with reference to the Financial Statements: The Company has adequate internal financial control systems in place. The control systems are regularly reviewed and updated as per the requirement and circumstances.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: During the financial year, no one time settlement was made with respect to any amount of loan raised by the Company from any banks or financial institution.

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year

Name of the Person	% increase in Remuneration
Mr. Ajay Kumar Swarup (Managing Director)	25%
Mr. Shekhar Swarup (Joint Managing Director)	25%
Dr. Bhaskar Roy (Executive Director)	8%
Sh. Santosh Kumar Pattanayak (Company Secretary)	8%
Sh. Nilanjan Sarkar (CFO)	8%

7.28% (Since there is lot of variation in the no. of employees during the current year as compare to previous year, comparison of the exact median remuneration may not be accurate.)

(d) The number of permanent employees on the rolls of

Company as on 31/03/2024 : 908

The average increase in salaries of employees other than managerial personnel in 2023-24 was 9% approximately. Percentage increase in the managerial remuneration for the year was also approximately 15%.

(f) The affirmation that the remuneration is as per the remuneration policy of the Company :

compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

MISCELLANEOUS

Details in respect of frauds reported by auditors under subsection (12) of section 143 other than those which are reportable to the Central Government : The Auditors have not reported any fraud under section 143(12) of the Act.

The amounts, if any, which it proposes to carry to any reserves: There is no amount which is transferred to reserves. The closing balance of the retained earnings of the Company after all appropriation and adjustments forms part of surplus retained by the Company.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: There have been no material changes and commitment, affecting the financial position of the Company which occurred between the end of the FY2024 till the date of this Report, other than those already mentioned in this Report.

The change in the nature of business, if any: There was no change in the nature of business during the year under review

The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year: No company has become or ceased to be a subsidiary, joint venture or associate company of the Company, during the year except that M/s Bored Beverages Private Limited (Indian subsidiary) has become subsidiary of the Company during the financial year under review.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future : No significant and material orders were passed by the regulators or court or

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

ACKNOWLEDGEMENT

Mar 31, 2018

To the Members

The Board of Directors are pleased to present the Twenty-fifth Annual Report and Audited Accounts for the year ended 31st March, 2018.

FINANCIAL PERFORMANCE

(Rs. In Lacs)

Particulars	Current Year (2017-18)		Previous Year (2016-17)
	Standalone	Consolidated	Standalone	Consolidated
Total Revenue	163656.22	163664.76	111296.82	111271.24
Total Expenses	162501.76	162648.05	109699.15	109840.42
Profit before Explanatory items & Tax	1154.46	1016.71	1597.67	1430.82
Less: Provision for taxation including Deferred tax	452	452.01	(16.68)	(16.69)
Profit/ (Loss) after tax	702.46	564.70	1614.35	1447.51
Basic EPS	2.45	1.98	5.60	5.02
Diluted EPS	2.45	1.98	5.60	5.02

PERFORMANCE OVERVIEW

During the year under review the company reported a growth of 25% in net revenue as compare to previous year and PBT has been decreased by Rs.414.11 lakhs from the previous year and also PAT has been decreased by Rs.882.81 lakhs from the previous year. The Basic and Diluted EPS of the Company is Rs.1.98/- as compared to Rs.5.02/- in the previous year.

THE YEAR IN PERSPECTIVE

The alcohol sector remained under pressure for most part of 2017-18 due to impact of macro developments like demonetisation and GST in general and restrictive alcohol policies in particular. However, industry sentiment slightly improved towards the second half with more clarity emerging on GST, reduced impact of highway ban and increase in rural offtake. Despite the overall challenging environment, your Companyâs resilient performance was once again a testimony to its robust 360Â° business model.

In FY17-18, your Company reported a growth of 25% in net revenue from operations to reach Rs 969.0 crore and stable EBITDA margins at 7.7%. Overall profitability was subdued due to closure of Bihar plant. While the plant failed to generate any revenues, higher debt servicing and depreciation costs impacted PAT margin, which declined from 2.1 % in the previous year to 0.7% in FY17-18.

The growth was led by manufacturing business which grew by 36% during the year driven by rapid scale up in the newly commissioned West Bengal plant. After commencing operations in early 2017, the plant ramped up quickly to reach 90% plus capacity utilization during FY17-18. Higher ENA prices coupled with lower raw material costs in West Bengal ensured higher spreads on bulk alcohol, though this was partly offset by lower price realizations in DDGS.

Driven by strong performance of bulk alcohol, the proportion of manufacturing business in revenues grew from 53% in FY16-17 to 58% in the year under review.

The consumer business comprising IMILgrew by 8% during the year which was driven by another year of excellent performance in Rajasthan partly offset by decline in volumes in Haryana. In Rajasthan, we edged up our market share from 30% to 32% underlining the strong acceptance of our brands in the state. While the overall alcohol sector has seen slowdown in recent times, the IMIL market in Rajasthan has been very impressive growing at a double digit rate over the last three years.

After a marginal improvement in market environment in the previous year, the operating conditions for IMIL again became very difficult in Haryana during FY17-18 also reflected in a 9% decline in industry volumes. Though we continued to maintain a double digit market share, our volumes saw a 30% decline impacting profitability.

In West Bengal, we have started making inroads into the IMIL market and there is good traction for our brands. One of the largest markets in the country, our focus is on sustained and profitable brand building.

In March 2018, in an important development, the Bihar government, pursuant to orders from the High Court, announced reversal of its earlier policy, thereby allowing renewal of distillery licenses. This means that your company is no longer restricted and can start operations in the state.

The year 2017-18 is also significant in the history of your Company as we made our foray into premium IMFL, a fast growing and highly profitable industry segment. Your Companyâs subsidiary, Unibev Ltd, a venture in premium IMFL, launched its first brand in the state of Pondicherry - a premium brandy called Laffaire. The brand has received strong acceptance from consumers and channel partners.

MATERIAL CHANGES AFTER MARCH 31, 2018 AFFECTING THE COMPANY

After the launch of its first premium IMFL brand in December 2017, your Companyâs subsidiary Unibev Ltd launched two premium whisky brands in the state of Karnataka in June 2018, both of which have received an encouraging response.

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2017-18 because the company wants to reserve funds for its ongoing projects.

PUBLIC DEPOSITS

The Company has not accepted or invited deposits covered under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014 from any person during the year under Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Mr. Sunil Chadha, have been appointed as Additional Directors in the company on 21st May 2018 respectively and pursuant to section 161 (1) of the Companies Act, 2013, the said director Mr. Sunil Chadha will hold office only upto the date of forthcoming AGM of the company and is eligible for appointment as Director. The Board recommends his appointment and accordingly resolution seeking approval of the members for their appointment has been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile.

Mr. Vivek Gupta, Non Executive & Independent Director of the company has been resigned from the Board of the Company w.e.f. 21st May, 2018. The Directors place on record their appreciation of the valuable contribution made by him.

Mr. Vijay Kumar Rekhi, Executive Director of the company and Dr. Bhaskar Roy, Executive Director of the Company, retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

SUBSIDIARY COMPANIES

Your Company has one subsidiary viz., M/s Unibev Limited (formerly known as M/s Uber Blenders & Distillers Limited) (Indian subsidiary).

CORPORATE GOVERNANCE

As per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Governance Report which forms part of this report.

The policy on Corporate Social Responsibility as approved by the Board of Directors is available on the website of the Company www.globusspirits.com.

NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Policy as approved by the Board on recommendation of the Nomination & Remuneration Committee is available on website of the Company www. globusspirits.com.

AUDITORS

Pursuant to provisions of Section 139 of the Companies Act 2013, M/s Deloitte Haskins & Sells, Firm Regn No.015125N, Chartered Accountants, having their office at 7th Floor, Building 10, Tower B, DLF Cyber City Complex, DLF City Phase-ll, Gurgaon-122002, Haryana, who were appointed in the 21st AGM as statutory auditors of the Company for a period of the first term of five consecutive years till the conclusion of 26th AGM, subject to ratification at every annual general meeting in terms of the Companies Act 2013.

AUDITORSâ REPORT

COST AUDIT

The board subject to the approval of the Central Government, if required, has appointed M/s JSN & Co., Cost Accountants, having Firmâs registration no. 455, its office at 462/1, 1st Floor, Old MB Road, Lado Sarai, New Delhi-110030, as Cost Auditor for conducting the Cost Audit for the financial year 2017-18. The audit committee recommended his appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report has been annexed herewith & forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

Particulars of Top Ten Employees:

Name	Designation	Nature of Employment	Age	Date of Joining	Qualifications & Experience	Previous Employment	%age of Equity shares held	Gross Remuneration
Ajay Kumar Swarup	Managing Director	Permanent	59	16-Jan-1993	PGDBM (34 years of experience)	M/s SVP Industries Ltd.	5.62%	10799996
Shekhar Swarup	Joint Managing Director	Permanent	32	27-Oct-2008	Degree in Business & Management (8 years of experience)	N.A.	1.87%	8100000
Vijay Rekhi	Executive Director	Parmanent	73	19-Mar-2017	Collegiate from Harvard (HBS) and Wharton Business Schools, MBA from (IIM), Ahmedabad, (50 years of work experience)	United Spirits Limited	Nil	6900000
Bhaskar Roy	Executive Director & COO	Permanent	55	04-0ct-2005	Mcom, FCA, PHD (30 years of experience)	M/s Saraya Industries Limited	0.00%	6292261
Sachin Narang	VP- Consumer Products	Permanent	51	27-Nov2017	PGDBA, BBA( 18 years of experience)	M/s Diageo India	0.00%	4700004
Ajay Goyal	Chief Financial Officer	Permanent	48	18-Mar-2015	CA (21 years of experience)	M/s Toyoda Gosei Minda India Pvt. Ltd.	0.00%	4555445
Manik Lai Dutta	Executive Director	Permanent	72	01-Aug-2006	M.Tech, PGDBM (46 years of experience)	M/s United Spirits Limited	0.007%	4150557
R.K. Malik	Sr. Vice President	Permanent	61	15/Aug/2000	MBA (41 years of experience)	M/s Golden Bottling	0.00%	4000008
Jasbeer Singh	Vice President - Exports	Permanent	60	01-0ct-2014	BSc., MBA(over 16 years of experience)	N.A.	0.00%	3531600
Amitabh Singh	Vice President	Permanent	51	16-Apr-2013	B.Sc. Engineering (28 years of experience)	M/s Radico Khaitan Limited	0.00%	3430966

Notes:

1. The percentage of equity share holding mentioned as above is as on 31st March 2018.

2. None of the Directors or employees are inter related to each other except Sh. Ajay K. Swarup, Managing Director of the company is the father of Sh. Shekhar Swarup, Joint Managing Director of the company.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ETC.

Particulars as required under Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure I and form part of this report.

MANAGEMENTâS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Managementâs Discussion and Analysis Report has been annexed & forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed

1. That in preparation of the Annual Accounts for the financial year 2017-18, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.

2. That 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 as at 31st March, 2018 and of the results of the Company for that period.

4. That the directors had prepared the Annual Accounts for the financial year 2017-18 on a going concern basis.

5. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly ; and

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

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the âActâ) is enclosed at Annexure-lll in the prescribed form MGT-9 and forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD

6 meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

Composition and other details pertaining to Audit Committee has been disclosed in the Corporate Governance Report.

INDEPENDENT DIRECTORSâ DECLARATION

Mr. Santosh Kumar Bishwal, Mr. Joginder Singh Dhamija, Mr. Kunal Agarwal and Mr. Sunil Chadha, who are Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION

Companyâs policy on Directorsâ appointment and remuneration including criteriafor determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed at Annexure-lll in the prescribed form MGT-9 and forms part of this Report.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

ANNUAL PERFORMANCE EVALUATION

The company has a mechanism for annual performance evaluation of every Individual Directors and the Board as a whole as well as its various committees.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2017-18 except to its Subsidiary M/s Unibev Limited (formerly known as M/s Uber Blenders & Distillers Limited).

SECRETARIAL STANDARDS

All the provisions of Secretarial standards has been complied by the Company during Financial Year 2017-18.

TRANSACTIONS WITH RELATED PARTIES

INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

RISK MANAGEMENT

VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

Financial position of the subsidiary M/s Unibev Limited (Formerly known as M/s Uber Blenders & Distillers Ltd.) is provided in a separate statement AOC-1, attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Act.

PARTICULARS OF REMUNERATION

The information required under section 197 of the Companies Act, 2013 and the rules made there under, in respect of employees of the Company, is follows

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company

Executive Directors	Ratio to the Median Remuneration*
Mr. Ajay Kumar Swarup	40.91
Mr. Shekhar Swarup	30.68
Mr. Manik Lai Dutta	15.72
Dr. Bhaskar Roy	23.83
Non-Executive Directors (Sitting Fees only)
Sh. Santosh Kumar Bishwal	0.78
Sh. Joginder Singh Dhamija	1.11
Sh. Kunal Agarwal	0.22
Sh. Vivek Gupta	0.33
Ms. Ruchika Bansal	0.22

* for the purpose of comparison 12 months salary has been considered for all the employees even though any employee has worked for less than 12 months

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year

Name of the Person	% increase in Remuneration
Mr. Ajay Kumar Swarup (Managing Director)	8%
Mr. Shekhar Swarup (Executive Director)	8%
Mr. Manik Lai Dutta (Executive Director)	8%
Dr. Bhaskar Roy (Executive Director)	8%
Sh. Ajay Kumar Goyal (CFO)	8%
Sh. Santosh Kumar Pattanayak (Company Secretary)	6%

5% (Since there is lot of variation in the no. of employees during the current year as compare to previous year, comparison of the exact median remuneration may not be accurate.)

(d) The number of permanent employees on the rolls of Company as on 31/03/2018: 376

The average increase in salaries of employees other than managerial personnel in 2017-18 was 8% approximately. Percentage increase in the managerial remuneration for the year was also approximately 8%.

(f) The affirmation that the remuneration is as per the remuneration policy of the Company

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

(Dr. Bhaskar Roy) (Ajay K. Swarup)

Executive Director & COO Managing Director

Place: New Delhi (Santosh Kumar Pattanayak) (Ajay Goyal)

Date 10/08/2018 Company Secretary Chief Financial Officer

Mar 31, 2016

The Directors are pleased to present the Twenty-third Annual Report and Audited Accounts for the year ended 31^st March, 2016.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars	Current Year (2015-16)		Previous Year (2014-15)
	Standalone	Consolidated	Standalone	\| Consolidated
Total Revenue	71,053	71,058	59,003	59,038
Total Expenses	69,581	69,836	57,973	58,028
Profit before Explanatory items & Tax	1,472	1,222	1,030	1,010
Profit before tax after extraordinary items	1,472	1,222	1,030	1,010
Less: Provision for taxation including Deferred tax	218	218	323	336
Profit/ (Loss) after tax	1254	1004	707	674
Basic EPS	4.35	3.49	1.96	1.84
Diluted EPS	4.35	3.49	1.93	1.81

PERFORMANCE REVIEW

During the year under review the Total Revenue of the Company has increased by 20%from Rs. 59,003lacs (Previous year) to Rs. 71,053 lacs (Current year) and an increase in PBT by Rs. 442lacs from the previous year and an increase in PAT by Rs.547 lacs from the previous year. The Basic EPS of the Company is Rs.4.35 as compared to Rs.1.96 and the diluted EPS of the Company is Rs.4.35 as compared to Rs.1.93 in the previous year.

THEYEAR IN PERSPECTIVE

After 3 years of extremely subdued growth, the Indian alcohol sector started showing signs of pickup in the year under review. Though growth rate was in low single digits, the macro indicators and new government schemes are encouraging and overall industry sentiment is positive.

Your company''s performance during the year under was exemplary as strong growth in consumer-facing IMIL and higher off-take in value added DDGS led to 21% increase in revenues from operations, 43% growth in EBITDA and 77% improvement in profit after tax. This resilient performance against a weak industry backdrop is attributable to your company''s strategy of straddling the spirits value chain.

The IMIL business witnessed strong traction as volumes improved by 40%, translating to revenue growth of37%. We improved our market shares in all states of operation and particularly performance in Rajasthan, where we are already the largest private player, was very reassuring.

Driven by strong performance of IMIL, the proportion of consumer business in revenues grew from 44% in FY14-15 to 51% in the year under review.

Despite solid growth in value-added DDGS, the manufacturing vertical posted a steady growth of 7% as captive consumption of bulk alcohol increased. The manufacturing operations, which form the backbone of the 360Â° model, improved significantly as capacity utilization increased from 77% in FY14-15 to 86% in FY15-16. This was driven by a combination of higher productivity, which has been one of the key focus areas for your company, and better on-ground management of operations.

DDGS, a value-added by product, witnessed immense traction, finding favour with the animal feed industry as an excellent protein source and replacement for more expensive protein sources like soya de-oiled cake. Your company''s efforts in product research and consumer education paid off as the long term potential for DDGS was well-established.

The work on the green-field projects progressed in line with expectations and both plants, Bihar and West Bengal, are expected to be commissioned in FY16-17. With this, your company will have a strong base to establish itself in the large and growing market of East India

MATERIAL CHANGES AFTER MARCH 31,2016 In a milestone event, your company has commissioned its first distillery in East India in Bihar on August 1, 2016. The plant has production capacity of 80 kilo litres bulk alcohol per day and will caterto demand in neighbouring states and overseas exports.

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2015-16 because the company wants to reserve funds for its ongoing projects at West Bengal and Bihar.

PUBLIC DEPOSITS

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ajay Kumar Swarup, Managing Director of the Company who has been appointed for a period of 5 years w.e.f. 01^st December 2011 and whose tenure expires on 30^th November 2016. Hence being eligible offer himself for reappointment as Managing Director of the company for another period of 5 years w.e.f. 01^st December 2016.

Dr. Bhaskar Roy, Executive Director of the Company and Ms. Ruchika Bansal, Non-Executive Director of the Company, retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

SUBSIDIARY COMPANIES

Your Company has two wholly owned subsidiaries viz., M/s Unibev Limited (formerly known as M/s Uber Blenders & Distillers Limited) (Indian subsidiary) and M/s Globus Trade Bay Limited (foreign subsidiary) in UAE.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the annual report.

Performance and financial position of the subsidiary companies is given in Annexure-I.

CORPORATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-lll to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided the Corporate Governance Report which forms part of this report.

AUDITORS

Pursuant to provisions of Section 139 of the Companies Act 2013, M/s Deloitte Haskins & Sells, Firm Regn No.015125N, Chartered Accountants, having their office at Building 10, Tower B, 7^th Floor, DLF Cyber City Complex, DLF City Phase-ll, Gurgaon-122002, Haryana, who were appointed in the 21^a AGM as statutory auditors of the Company for a period of the first term of five consecutive years till the conclusion of 26^th AGM, subject to ratification at every annual general meeting in terms of the Companies Act 2013.

AUDITORS'' REPORT

The Auditors in their Report to Members, have given a qualification as follows:-

In Standalone Accounts:

1) As on March 31, 2016, Fixed Assets include Intangible Assets aggregating to Rs.1,443.30 Lacs (March 31, 2015 - Rs.2,164.95 Lacs) under the head "Knowhow and New Brand Development" representing intangibles internally generated by the Company through expenditure on advertisement and promotional expenses. Such recognition is notin accordance with Accounting Standard - 26 "Intangible Assets". Had the Company complied with requirements ofAS-26, Fixed Assets as at March 31, 2016 would have been lower by Rs.1,443.30 Lacs (March 31, 2015 - Rs.2,164.95 Lacs), Depreciation and amortization expense for the year would be lower by Rs.721.65 Lacs, Net profit after taxes for the year and Reserves and Surplus would be lower by Rs.943.80 Lacs.

2) /As on March 31, 2016, Plant & Machinery having Net book value of Rs.3,278.63 Lacs (Gross Book Value - Rs. 5,580.40 Lacs) that are currently unutilized for over 3 years as on the balance sheet date, for which the management is evaluating alternative use and is of the view that no impairment is considered necessary at this stage. In absence of impairment assessment, we are unable to comment on recoverability of carrying value of such assets and consequent adjustment that maybe required upon such assessment.

3. In case of fixed assets, the Company''s internal financial controls around recording of fixed assets and timely identification, monitoring and reporting of non-usable fixed assets are operating in a manner that it may lead to delayed appropriate action / charge-off in the financial statements and consequently result in misstatement of the fixed assets.

In Consolidated Accounts:

1. As on March 31, 2016, Fixed Assets include Intangible Assets aggregating to Rs.1,443.30 Lacs (March 31, 2015- 2,164.95 Lacs) under the head "Knowhow and New Brand Development" representing intangibles internally generated by the Company through expenditure on advertisement and promotional expenses. Such recognition is not in accordance with Accounting Standard - 26 "Intangible Assets". Had the Company complied with requirements ofAS-26, Fixed Assets as at March 31, 2016 would have been lower by'' 1,443.30 Lacs (March 31, 2015 - Rs.2,164.95 Lacs), Depreciation and amortization expense for the year would be lower by Rs. 721.65 Lacs, Net profit after taxes for the year and Reserves and Surplus would be lower by Rs. 943.80 Lacs.

2. /As on March 31, 2016, Plant & Machinery having Net book value of Rs.3,278.63 Lacs (Gross Book Value - Rs. 5,580.40 Lacs) that are currently unutilized for over 3 years as on the balance sheet date, for which the management is evaluating alternative use and is of the view that no impairment is considered necessary at this stage. In absence of impairment assessment, we are unable to comment on recoverability of carrying value of such assets and consequent adjustment that maybe required upon such assessment.

3. In case of fixed assets, the Holding Company''s internal financial controls around recording of fixed assets and timely identification, monitoring and reporting of non-usable fixed assets are operating in a manner that it may lead to delayed appropriate action / charge-off in the financial statements and consequently result in misstatement of the fixed asset.

And the response of your Directors with respect to it as follows: -

Response on Audit Qualification 1 :-

Up to 31/03/2013, the expenses incurred on brand promotion were capitalized as intangibles under the head âKnowhow and New Brand Developmentâ. Effective year ended 31/03/2014, the Company adopted a policy of amortizing these intangibles over a period of 5 years. During the year, Rs.721.65 Lacs has been recognized as depreciation and amortization expense. Had the asset been fully expensed off as on 31/03/2016, Fixed Assets would have been lower by Rs.1,443.30 Lacs (March 31, 2015 - Rs.2,164.95 Lacs), the depreciation and amortization expense for the year would have been lower by Rs.721.65 Lacs, Net Profit after tax for the year and Reserves and Surplus would have been lower by Rs. 943.80 Lacs.

Response on Audit Qualification 2:-

As on March 31, 2016, fixed assets include Plant and machinery valued at Rs.3,278.63 lacs (Gross Book Value - Rs. 5,580.40 lacs) situated at Hissar, Haryana, which are currently unutilized since 3 years for which the Company is in the process of evaluating alternative use, and is confident that the value in use of these assets would be higher than the carrying value and therefore no impairment provision / realizable value assessment is required at this stage.

Response on Audit Qualification 3:-

The Company has a process of physically verifying the fixed assets in a periodical manner. However there are certain amount of unused fixed assets, for which the company is in the process of evaluating options for making alternative use of the same.

COST AUDIT

The board subject to the approval of the Central Government, if required, has re-appointed M/s Niraj Kumar Vishwakarma & Associates, Cost Accountants, having Firm''s registration no. 101683, its branch office at N-60, 4â¢ Floor, Narain Nagar, Lalita Park, Delhi-110092, as Cost Auditor for conducting the Cost Audit for the financial year 2016-17. The audit committee recommended his appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report has been annexed & forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

Statement pursuant to u/s 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the name & other particulars of the employees for the year ending on 31st March 2016 are as follows:-

Name

Age

Designation

Remuneration received ( )

Qualification

Experience In years

Date of Commencement of employment

Particulars of last employment

Sh. Ajay K. Swarup

Years

Managing

Director

75,00,000/-

PGDBM (IIM, Kolkata)

December 01, 2006

M/s SVP Industries Ltd.

Name	Designation	Nature of Employment	Age	Date of Joining	Qualifications & Experience	Previous Employment	%age of Equity shares held	Remuneration Received
Ajay Kumar Swarup	Managing Director	Permanent	57	16-Jan- 1993	PGDBM (33 years of experience)	M/s SVP Industries Ltd.	6.55%	75,00,000
Bhaskar Roy	Executive Director & COO	Permanent	53	04-0ct- 2005	Mcom, FCA, PHD (29 years of experience)	M/s Saraya Industries Limited	0.00%	49,17,246
Ajay Goyal	Chief Financial Officer	Permanent	46	18-Mar-2015	CA (20 years of experience)	M/s Toyoda Gosei Minda India Pvt. Ltd.	0.00%	36,69,000
M L Dutta	Executive Director	Permanent	70	01-Aug-2006	M.Tech, PGDBM (45 years of experience)	M/s United Spirits Limited	0.007%	34,02,537
Shekhar Swarup	Executive Director	Permanent	30	27-Oct- 2008	Degree in Business & Management (8 years of experience)	N.A.	0.35%	39,47,098
Amitabh Singh	Vice President	Permanent	49	16-Apr-2013	BSc. Engineering (27 years of experience)	M/s Radico Khaitan Limited	0.00%	29,16,000
R.K. Malik	Sr. Vice President	Permanent	60	15-Aug- 2000	MBA (40 years of experience)	M/s Golden Bottling	0.00%	32,40,000
Deepak Saroha	Vice President	Permanent	42	01 -Jul-2007	BSc., PGDAT(over 15 years of experience)	M/s Radico Khaitan Ltd.	0.00%	25,99,992
Pankaj Tyagi	Vice President	Permanent	43	14-May-2015	BSc., PGDAT (22 years of experience)	M/s Brahamputra Biochem Pvt. Ltd.	0.00%	24,75,000
Jasbeer Singh	Vice President	Permanent	58	O1-Oct- 2014	BSc., MBA(over 15 years of experience)	N.A.	0.00%	18,00,000

Notes: 1. The percentage of equity share holding mentioned as above is as on 31^st March 2016.

2. None of the Directors or employees are inter related to each other except Sh. Ajay K. Swarup, Managing Director of the company is the father of Sh. Shekhar Swarup, Executive Director of the company.

3. Sh. Ajay K. Swarup has been proposed to be re-appointed as Managing Director of the Company for a period of 5 years w.e.f. 01.12.2016 in the ensuing AGM of the company.

CONSERVATION OF ENERGY/ TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ETC.

Particulars as required under Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure II and form part of this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management''s Discussion and Analysis Report has been annexed & forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed

1. That in preparation of the Annual Accounts for the financial year 2015-16, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.

2. That 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 as at 31^a March, 2016 and of the results of the Company for that period.

4. That the directors had prepared the Annual Accounts for the financial year 2015-16 on a going concern basis.

5. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the Company by the Central &the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.

For and on behalf of the Board of Directors

Dr. Bhaskar Roy Ajay K. Swarup

Executive Director & COO Managing Director

DIN-02805627 DIN-00035194

Place: New Delhi Santosh Kumar Pattanayak Ajay Goyal

Date: 09/08/2016 Company Secretary Chief Financial Officer

ACS-18721

Mar 31, 2015

To the Members

The Directors are pleased to present the Twenty-second Annual Report and Audited Accounts for the year ended 31" March, 2015.

FINANCIAL RESULTS

(Rs. In Lacs)

Current Previous Particulars Year Year 2014-2015 2013-2015 Standalone Consolidated* Standalone

Total Revenue 59,003 59,038 49,939

Total Expenses 57,973 58,028 49,016

Profit before Explanatory items & Tax 1,030 1,010 923

Profit before tax after extraordinary items 1,030 1,010 327

Less: Provision for taxation including

Deferred tax 323 336 (101)

Profit/(Loss) after tax 707 674 428

Basic EPS 1.96 1.84 0.16

Diluted EPS 1.93 1.81 0.15

* During the year the Company formed two Wholly Owned Subsidiaries, namely M/s Globus Trade Bay Limited (incorporated in UAE), M/s Uber Blenders & Distillers Limited (Subsequently name changed to M/s Unibev Limited w.e.f. 04* June 2015 (Indian Subsidiary), hence consolidated financials have been prepared.

PERFORMANCE REVIEW

During the year under review the Total Revenue of the Company has increased by 18% from Rs. 49,939lacs (Previous year) to Rs. 59,002lacs (Current year) and an increase in PBT by Rs.702lacs from the previous year and an increase in PAT by Rs.279lacs from the previous year. The Basic EPS of the Company is Rs.1.96/- as compared to Rs.0.16/- and the diluted EPS of the Company is Rs.1.93/- as compared to Rs.0.15/- in the previous year.

THE YEAR IN PERSPECTIVE

In the year under review, your Company reported a revenue growth of 18% driven by successful implementation of several initiatives across business verticals. Though market conditions continued to be difficult, your Company's strategy of straddling all segment of the spirits value chain paid off.

While the consumer business showed signs of revival, posting a growth of 13%, the manufacturing vertical continued to outperform with growth of 22%. As a consequence, proportion of manufacturing in revenues grew from 54% in FY13-14 to 56% in FY 14-15.

Growth in the manufacturing vertical was largely driven by higher volumes of third party bottling (38%) and improved realizations in bottling and bulk alcohol. Your Company successfully scaled up contracts with United Spirits and ABD and also started bottling for Jagatjit Industries in Rajasthan. Exports business showed strong performance growing to 3x its size in the previous year. The growth in manufacturing was aided by higher capacity utilizations at both facilities. In a major milestone, your Company launched Distiller's Dried Grains with Solubles, a value added by-product, which has application in animal feed as a valuable protein source.

In the consumer vertical, your Company witnessed strong volume growth in Rajasthan IMIL (20%) as efforts on brand building and widening of distribution reach yielded results. This was partly dampened by weak performance in Haryana, one of your Company's key markets, where adverse competitive conditions continued to persist. In a move to de- risk from geographical concentration, your Company entered the Bihar IMIL market, marking its entry in East India.

Further, your Company continued its efforts in R&D to enhance productivity, thereby reducing cost of production. Raw material prices stabilized after an extended period of high prices and volatility.

Despite delays in land acquisition, the expansion plans to East India are progressing well. Construction has started at both sites and your Company is expecting to commission both Greenfield facilities in FY2016-17.

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2014-15.

PUBLIC DEPOSITS

The Company has not accepted or invited deposits covered under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014 from any person during the year under Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Mr. Vivek Gupta, Non-Executive & Independent Director of the Company has been appointed as Chairman of the Company w.e.f. 28th March 2015.

Ms. Ruchika Bansal, has been appointed as Additional Director of the Company on 28th March 2015 and pursuant to section 161 (1) of the Companies Act, 2013, Ms. Ruchika Bansal will hold office only upto the date of forthcoming AGM of the Company and is eligible for appointment as Director. The Board recommends her appointment and accordingly resolution seeking approval of the members for her appointment has been included in the Notice of forthcoming Annual General Meeting of the Company along with her brief profile.

Mr. Gautam Premnath Khandelwal, Independent Director & Chairman of the Company has been resigned from the Board of the Company w.e.f. 14* November, 2014. The Directors place on record their appreciation of the valuable contribution made by him.

Mr. Manik Lai Dutta, Executive Director of the Company and Sh. Rajesh Sehgal, Non-Executive Director of the Company, retire by rotation and being eligible offer themselves for re- appointment. The Board recommends their re-appointment.

SUBSIDIARY COMPANIES

Your Company has two wholly owned subsidiaries viz., M/s Unibev Limited (formerly known as M/s Uber Blenders & Distillers Limited), (Indian subsidiary) and M/s Globus Trade Bay Limited (foreign subsidiary) in UAE. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the annual report.

Performance and financial position of the subsidiary companies is given in Annexure-I.

CORPORATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-lll to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided the Corporate Governance Report which forms part of this report.

AUDITORS

Pursuant to provisions of Section 139 of the Companies Act 2013, M/s Deloitte Haskins & Sells, Firm Regn No.015125N, Chartered Accountants, having their office at 7th Floor, Building 10, DLF Cyber City Complex, DLF City Phase-ll, Gurgaon-122002, Haryana, were appointed in the 21 * AGM as statutory auditors of the Company for a period of the first term of five consecutive years till the conclusion of 26th AGM, subject to ratification at every annual general meeting in terms of the Companies Act 2013.

AUDITORS' REPORT

The Auditors in their Report to Members, have given a qualification and the response of your Directors with respect to it as follows :- In Standalone Accounts:

As at March 31, 2015, Fixed Assets include Intangible Assets aggregating to Rs. 2,164.95 Lacs (March 31, 2014 - Rs. 2,886.60 Lacs) under the head "Knowhow and New Brand Development" representing intangibles internally generated by the Company through expenditure on advertisement and promotional expenses. Such recognition of expenses as an intangible asset is not in accordance with Accounting Standard (AS 26) "Intangible Assets". Had the Company complied with requirements of AS-26, Fixed Assets as at March 31, 2015 would have been lower by Rs. 2,164.95 Lacs (March 31, 2014 - Rs. 2,886.60 Lacs), Depreciation and amortisation expense for the year would be lower by Rs. 721.65 Lacs. Net Profit after taxes for the year would be converted into Net Loss after taxes of Rs. 709.00 Lacs and the Reserves and Surplus would be lower by Rs. 1,415.70 Lacs. In Consolidated Accounts:

As on March 31, 2015, Fixed Assets include Intangible Assets aggregating to Rs. 2,164.95 Lacs under the head "Knowhow and New Brand Development" representing intangibles internally generated by the Holding Company through expenditure on advertisement and promotional expenses. Such recognition is not in accordance with Accounting Standard - 26 "Intangible Assets". Had the Holding Company complied with requirements of AS-26, Fixed Assets as at March 31, 2015 would have been lower by Rs. 2,164.95 Lacs, Depreciation and amortisation expense for the year would be lower by Rs. 721.65 Lacs, Net profit after taxes for the year would be converted into net losses after tax of Rs. 741.69 Lacs and Reserves and Surplus would be lower by Rs. 1,415.70 Lacs.

And the response of your Directors with respect to it as follows:-

During the current period the expenses incurred on brand promotion were expensed off, however, up to 31/03/2013 the same were being capitalised since the brands were under establishment during that period. Further, during the year, an amount of Rs. 721.65 Lacs has been debited to Statement of Profit and Loss to amortise these assets over 5 years.

COST AUDIT

The board subject to the approval of the Central Government, if required, has re-appointed M/s Niraj Kumar Vishwakarma & Associates, Cost Accountants, having Firm's registration no. 101683, its branch office at N-60,4Â Floor, Narain Nagar, Lalita Park, Delhi-110092, as Cost Auditor for conducting the Cost Audit for the financial year 2015-16. The audit committee recommended his appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report has been annexed &forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

Statement pursuant to u/s 197 (12) of the Companies Act, 2013 read with the apllicable rules made thereunder, the name & other particulars of the employees are as follows:-

SI Name Age Designation Remuneration Qualification NO received (Rs.)

1 Sh. Ajay K. 56 Managing 47,70,000/- PGDBM Swarup Years Director (IIM, Kolkata)

Name Experience Date of Particulars In years Commencement of last of employment employment

Sh Ajay K Swarup 30 December 01, 2006 M/s SVP Industries Ltd.

Notes:

1. Sh. Ajay K. Swarup holds more than 2% equity shares of the Company.

2. Sh. Ajay K. Swarup has adequate experience to discharge the responsibilities assigned to him and his designation is indicative of nature of his duties.

3. Sh. Ajay K. Swarup has been re-appointed as Managing Director of the Company for a period of 5 years w.e.f. 01.12.2011.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ETC.

Particulars as required under Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure II and form part of this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management's Discussion and Analysis Report has been annexed &forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed

1. That in preparation of the Annual Accounts for the financial year 2014-15, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.

2. That 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 as at 31st March, 2015 and of the results of the Company for that period.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the Annual Accounts for the financial year 2014-15 on a going concern basis.

5. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly ; and

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

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the Company by the Central & the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.

For and on behalf of the Board of Directors

Sd/- Sd/-

(Dr. Bhaskar Roy) (Ajay K. Swarup)

Executive Director & CFO Managing Director

DIN-02805627 DIN-00035194

Place: New Delhi

Date: 13/08/2015

Mar 31, 2014

To the Members

The Directors are pleased to present the Twenty-first Annual Report and Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Current Previous Year Year 2013-2014 2012-2013

Total Revenue 49,939.76 50,666.53

Total Expenses 49,016.30 45,446.33

Profit before

Explanatory items & Tax 923.46 5220.17

Profit before tax

after extraordinary items 327.11 5220.17

Less: Provision for taxation

including Deferred tax (100.53) 1801.63

Profit/ (Loss) after tax 427.63 3418.54

Basic EPS 0.16 14.81

Diluted EPS 0.15 14.73

PERFORMANCE REVIEW

During the year under review the Total Revenue of the company has been decreased by 1.43% from Rs.50,666.53lacs (Previous year) to Rs.49,939.76lacs (Current year) and a decline in PBT by Rs.4,893.10lacs from the previous year and a decline in PAT by Rs.2,990.93lacs from the previous year. The Basic EPS of the company is Rs.0.16/- as compared to Rs.14.81/- and the diluted EPS of the company is Rs.0.15/- as compared to Rs.14.73/- in the previous year.

THE YEAR IN PERSPECTIVE

During the year under review, your company was able to post a resilient performance driven by its strategy of straddling the entire alcohol chain. The manufacturing business generated healthy revenue growth of 17% offsetting the dip in consumer revenues to post flat revenues. Bulk alcohol volumes grew by 19% and bottling volumes remained strong at 26% growth. Your company successfully scaled up its contracts with ABD and USL in Rajasthan and Haryana respectively, Jagatjit Industries decided to discontinue and use their own facility in Punjab for cost optimization reasons.

The key challenge during the year was the situation in Haryana market wherein IMIL volumes remained weak and competition intensified with entry of new players. In comparison, the performance in Rajasthan market was encouraging, your company grew by 10% in volume terms and 17% in value.

To counter impact of the negative operating environment, especially in Haryana, your company successfully worked on developing new revenue streams/ markets and improving productivity. Focus on bulk alcohol exports showed good results with 15x growth. Your company did extensive ground work for manufacturing of Distillers Dried Grains with Solubles (DDGS), a value added by-product. Processed from spent grain, the product is rich in protein and is a high margin product with immense potential in the animal feed industry.

Further, your company''s efforts at productivity enhancement led to a visible improvement in yields. This helped to maintain technology leadership in alcohol manufacturing and also partially offset the steep rise in raw material prices.

The expansion plans to East India progressed and are well on track for commissioning your company''s first distillery in the region in FY2015-16. In a further boost, your company won exclusive rights to manufacture and market IMIL in the Patna municipality for a period of 5 years starting FY2014-15.

Your company strengthened its management systems and audit practices by appointment of Big 4 Auditor and initiating implementation of a robust ERP package. In the immediate term, profitability was impacted because of higher depreciation and intangible amortization. However, your company strongly believes that the introduction of best practices will improve agility and quality of decision-making.

MATERIAL CHANGES AFTER MARCH 31, 2014

In the current financial year 2014-15, your company has successfully launched DDGS out of its facility in Samalkha. There is strong demand for the product, reinforcing your company''s commitment to expand capacities and setup a facility in Behror.

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2013-14.

PUBLIC DEPOSITS

The Company has not accepted or invited deposits covered under the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules 1975 from any person during the year under Report.

DIRECTORS

During the year Mr. Manik Lal Dutta, Executive Director of the company has been proposed to be re-appointed as Executive Director whose period shall be determined by liable to retire by rotation. Mr. Santosh Kumar Bishwal, Mr. Joginder Singh Dhamija, Sh. Vivek Gupta, Sh. Kunal Agarwal and Mr. Gautam Premnath Khandelwal have been proposed to be appointed as Independent Directors of the company for a term of five consecutive years from the date of this Annual General Meeting until the conclusion of twenty Sixth Annual General Meeting of the Company.

Dr. Bhaskar Roy, Executive Director & CFO of the company and Sh. Shekhar Swarup, Executive Director of the Company, retire by rotation and being eligible offer themselves for re- appointment. The Board recommends their re-appointment.

CORPORATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.

AUDITORS

The Company, in terms of Section 139 (1) and (2) of the Act 2013, is required to appoint statutory auditors for a term of five consecutive years and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution. M/s Deloitte Haskins & Sells, Firm Regn No. 015125N, Chartered Accountants, having their office at 7th Floor, Building 10, DLF Cyber City Complex, DLF City Phase-II, Gurgaon-122002, Haryana who were earlier appointed as statutory auditors of the Company, at the last Annual General Meeting and retire at the conclusion of the forthcoming Annual General Meeting and being eligible to be appointed for a period of the first term of five consecutive years, subject to ratification at every annual general meeting in terms of the Companies Act 2013, offer themselves for re-appointment. They have furnished a certificate to the effect, that the re-appointment, if made, will be in accordance with section 141 of the Companies Act, 2013. The audit committee and board reviewed their eligibility criteria, as laid down under Section 141 of the Act 2013 and recommended their appointment as auditors for the aforesaid period.

AUDITORS'' REPORT

The Auditors in their Report to Members, have given a qualification and the response of your Directors with respect to it as follows :- During the current period the expenses incurred on brand promotion were expensed off, however up to 31st March 2013 the same were being capitalized since the brands were under establishment during that period. Further during the year an amount of Rs.721.65Lacs has been debited to Statement of Profit and Loss to amortise these assets over 5 years. Had the same been fully expenses off as of 31/03/2014, Fixed Assets as at March 31, 2014 would have been lower by Rs.2,886.60Lacs , Depreciation and amortization expense for the year would be lower by Rs.721.65Lacs, Net profit after taxes for the year would be converted into net losses after tax of Rs.1,477.82Lacs and Reserves and Surplus would be lower by Rs.1,905.45Lacs.

COST AUDIT

The board subject to the approval of the Central Government, has re-appointed M/s Niraj Kumar Vishwakarma & Associates, Cost Accountants, having Firm''s registration no. 101683, its branch office at N-60, 4TH Floor, Narain Nagar, Lalita Park, Delhi- 110092, as Cost Auditor for conducting the Cost Audit for the financial year 2014-15. The audit committee recommended his appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

PARTICULARS OF EMPLOYEES

Statement pursuant to u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975, the name & other particulars of the employees are as follows:-

SI Name Age Designation Remuneration Qualification NO received (Rs.)

1 Sh. Ajay K. 55 Managing 47,70,000/- PGDBM Swarup Years Director (IIM, Kolkata)

Name Experience Date of Particulars In years Commencement of last of employment employment

Sh. Ajay K. 30 December 01, 2006 M/s SVP Swarup Industries Ltd.

Notes:

1. Sh. Ajay K. Swarup holds more than 2% equity shares of the Company.

2. Sh. Ajay K. Swarup has adequate experience to discharge the responsibilities assigned to him and his designation is indicative of nature of his duties.

3. Sh. Ajay K. Swarup has been re-appointed as Managing Director of the Company for a period of 5 years w.e.f. 01.12.2011.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ETC.

Particulars as required under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure I and form part of this report.

PERSONNEL

During the year the company employed some senior and experienced employees in its management and the Company also maintained good relations with employees at all levels. The Directors place on record their appreciation of the contribution made by the employees towards the growth of the Company.

MANAGEMENT''S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management''s Discussion and Analysis Report has been annexed & forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed

1. That in preparation of the Annual Accounts for the financial year 2013-14, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.

2. That 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 as at 31st March, 2014 and of the results of the Company for that period.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the Annual Accounts for the financial year 2013-14 on a going concern basis.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the company by the Central & the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.

For and on behalf of the Board of Directors

Sd/- Sd/- (Dr. Bhaskar Roy) (Ajay K. Swarup) Executive Director Managing Director & CFO

Place: New Delhi Date: 14/08/2014

Mar 31, 2013

To the Members

The Directors are pleased to present the Twentieth Annual Report and Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. In Lacs) Particulars Current Previous Year Year 2012-2013 2011-2012

Gross Sales 66,383.22 66,329.91*

Proft/(loss) before Depreciation 6,882.28 7,014.50 Less: Depreciation 1,648.94 1,229.65

Proft/(Loss) after Depreciation 5,233.34 5,784.85

Proft /(Loss) before tax after 5,220.17 5,775.14 extraordinary items

Less: Provision for taxation 1,047.55 1,200.00

Deferred tax 754.08 485.90

Proft/ (Loss) after tax 3,418.53 4,089.24

Balance brought forward 13,457.55 9,794.08

Proft available for appropriation 16,876.08 13,883.31

Appropriations

- Transfer to General Reserve 105.00 105.00

- Accrued Preference Dividend 11.01

- on CCCPS but not Due

- Tax on Preference Dividend 1.79

- Proposed Dividend 275.97 275.97

- Provision for Tax on Dividend 44.79 44.79

Balance Carried forward to 16,437.52 13,457.55

Balance Sheet

*Please see Note No. 34 of the Balance Sheet.

PERFORMANCE REVIEW

During the year under review your Company reported a marginal increase in Gross turnover by 0.08% from Rs.663.30 Crores (Previous year) to Rs.663.83 Crores (Current year) and a decline in PBT by Rs.5.52 Crores from the previous year and a decline in PAT by Rs.6.71 Crores from the previous year. The Basic EPS of the company is Rs.14.81/- as compared to Rs.17.78/- and the diluted EPS of the company is Rs.14.73/- as compared to Rs.17.78/- in the previous year.

THE YEAR IN PERSPECTIVE

During the year, your Company strengthened its presence in both the consumer and the manufacturing businesses in line with its vision of being a 3600? player. Your Company extended the presence of its fagship brand ÂNimboo'' to Rajasthan, where it has shown a favorable response. Your Company entered Maharashtra, the largest IMIL market in the country, through a bottling tie-up with a local bottling partner. Over the next few years, your Company is hopeful of garnering a sizeable market share in the state through launch of a differentiated brand portfolio. In IMFL, your Company made a major breakthrough by securing CSD approval for its rum brand ÂHannibal Legendary''.

Your Company expanded capacities by 42.2 million liters at its current locations, Samalkha (Haryana) and Behror (Rajasthan). These new capacities were soon operating at 80-85% capacity utilization rate. This expansion will provide strong support to fuel growth in the branded and franchise business in coming years and will shield these businesses from price increases in Extra Neutral Alcohol. The franchisee business showed good traction with ~52% volume growth following new IMFL franchisee contract from United Spirits and revival of contract with Jagatjit Industries.

In a key development, your Company secured funding of Rs.81.20 Crore from marquee investor, Templeton Strategic Emerging Markets Fund, and the promoters, paving way for expansion into Eastern India. The East India market offers immense opportunities for growth across all verticals in the alcohol value chain and your Company is well positioned to leverage these with its 3600?business model.

MATERIAL CHANGES AFTER MARCH 31, 2013

During the current year, commencing April 1, 2013, your Company has launched a new brand ÂGoldeeÂ in the colored spirits segment (IMIL division) in Haryana. This is in line with your Company''s long-term strategy of building a differentiated brand portfolio in IMIL. ÂGoldeeÂ was launched after extensive research. Several blends were developed ranging from herb to fruit based drinks. Along with the blend, several marketing platforms were also developed and tested. The brand stands for strength and purity of character that gold epitomises.

DIVIDEND

Your Directors are pleased to recommend dividend of Rs.1.20/- i.e. 12 % per equity share of Rs. 10/- each of the Company for the year 2012-13.

PUBLIC DEPOSITS

The Company has not accepted or invited deposits covered under the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules 1975 from any person during the year under Report.

DIRECTORS

During the year Mr. Rajesh Sehgal, nominated pursuant to the Share Subscription and Shareholders Agreement entered between the Promoters of the company, as defned therein, and the Company and M/s Templeton Strategic Emerging Markets Fund IV, LDC, (Templeton) by Templeton, was appointed as additional director and was designated as Non-Executive & Independent Director of the Company. Mr. Rajesh Sehgal is proposed to be regularized in the forthcoming Annual General Meeting of the Company. In terms of Article 113B of Articles of Association of the Company Mr. Rajesh Sehgal shall not be subject to retire by rotation and his continuance on the Board shall be in accordance with terms set out in the aforesaid agreement.

Mr. Gautam Premnath Khandelwal, Non-Executive & Independent Director, Mr. Rajesh Kumar Malik and Rameshwar Dayal Aggrawal, Whole Time Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

INFUSION OF FUNDS BY ISSUE OF 50,38,168 4.75% CUMULATIVE COMPULSORILY CONVERTIBLE

PREFERENCE SHARES OF F.V. OF 140/- ECAH.

During the year Templeton Strategic Emerging Markets Fund IV, LDC of Cayman Islands has invested Rs.705,343,520/- in the Company by subscribing 50,38,168 4.75% Cumulative Compulsorily Convertible Preference Shares of face value of Rs.140/- each at par, each convertible into one equity shares of Rs.10/- each within a period of 18 months from the date of allotment thereof i.e. 19th March, 2013.

ISSUE OF WARRANTS

During the year Company has also issued and allotted 7,63,359 warrants at a price of Rs.140/- each to M/s Chandbagh Investments Limited, a promoter, augmented thereby Rs.106,870,260/- entitling the holder of each Warrant, from time to time, to apply for and obtain allotment of one equity share of the face value of Rs.10/- each against each such Warrant within a period of 18 months from the date of allotment i.e. 19th March, 2013.

CORPORATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.

AUDITORS

M/s B. M. Chatrath & Co., Chartered Accountants, Statutory Auditors of the Company appointed as Auditors of the Company at the last Annual General Meeting has opted not to be re-appointed as auditors of the Company in the forthcoming

Annual General Meeting and has given their unwillingness certifcate to that effect. The Company approached M/s Delloite Haskins & Shell, Chartered Accountants, having their offce at 7th Floor, Building 10, DLF Cyber City Complex, DLF City Phase- II, Gurgaon-122002, Haryana seeking their willingness to act as Auditor of the Company from the conclusion of the forthcoming Annual General Meeting until the conclusion of next Annual General Meeting which M/s Delloite Haskins & Shell, Chartered Accountants have accepted and have furnished a certifcate to the effect, that their appointment, if made, will be in accordance with section 224 (1B) of the Companies Act, 1956.

AUDITORS'' REPORT

The notes on accounts appearing in the schedule and referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments or explanations. There are no adverse remarks/qualifcations in the auditor''s report.

COST AUDIT

The Company appointed M/s Niraj Kumar Vishwakarma & Associates, Cost Accountants, having Firm''s registration no. 101683, its branch offce at N-60, 4TH Floor, Narain Nagar, Lalita Park, Delhi-110092, for auditing Cost Accounting Records maintained by the Company for the fnancial year 2012-13 and to submit their report thereon with the Central Government. The Cost Audit Report is required to be fled by the Cost Auditor within 180 days from the end of fnancial year i.e. on or before 30th September, 2013 for F.Y. ended on 31st March, 2013.

The Cost Audit Report for Financial Year 2011-12 was fled with Central Government on 01/03/2013, and for fnancial year 2012-13 the same shall be fled on or before the due date mentioned above.

PARTICULARS OF EMPLOYEES

Statement pursuant to u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975, the name & other particulars of the employees are as follows:-

Notes:

1. Sh. Ajay K. Swarup holds more than 2% equity shares of the Company.

2. Sh. Ajay K. Swarup has adequate experience to discharge the responsibilities assigned to them and his designation is indicative of nature of his duties.

3. Sh. Ajay K. Swarup has been re-appointed as Managing Director of the Company w.e.f. 01.12.2011.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ETC.

Particulars as required under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure I and form part of this report

PERSONNEL

During the year the company employed some senior and experienced employees in its management and the Company also maintained good relations with employees at all levels. The Directors place on record their appreciation of the contribution made by the employees towards the growth of the Company.

MANAGEMENT''S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management''s Discussion and Analysis Report has been annexed & forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confrmed

1. That in preparation of the Annual Accounts for the fnancial year 2012-13, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them constantly 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 as at 31st March, 2013 and of the Proft or loss of the Company for that period.

3. That the directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the Annual Accounts for the fnancial year 2012-13 on a going concern basis.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the company by the Central & the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.

For and on behalf of the Board of Directors

Sd/- Sd/- (Dr. Bhaskar Roy) (Ajay K. Swarup)

Executive Director Managing Director & CFO

Place: New Delhi

Date: 10/08/2013

Mar 31, 2011

To the Members

The Directors are pleased to present the Eighteenth Annual Report and Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

Current Year Previous Year 2010-2011 2009-2010 Rs. In Lacs) (Rs. In Lacs)

Sales 52,157.77 38,428.82

Profit/(loss) before Depreciation 6,234.03 3,859.26

Less: Depreciation 694.32 437.86

Add: Depreciation Written Back - 1,166.77

Profit/(Loss) after Depreciation 5,539.71 4,588.16

Profit /(Loss) before tax 5,539.71 4,588.16

Less: Provision fortaxation 1,104.01 620.00

Deferred tax 442.54 1,076.23

Profit/(Loss) after tax 3,993.16 2,891.93

Balance brought forward 6,169.10 3,583.32

Profit available for appropriation 10,162.25 6,475.25

Appropriations

-Transfer to General Reserve 100.00 75.00

-Proposed Dividend 229.98 197.58

-Provision for Tax on Dividend 38.20 33.58

Balance Carried forward to Balance Sheet 9,794.08 6,169.09

PERFORMANCE REVIEW

Figures for the financial year 2010-2011 are post-merger of demerged undertaking of Associated Distilleries Limited into Globus Spirits Limited & hence not comparable with those of the previous year figures. During the year under review your company reported a good performance, reflected in an increase in PBT by Rs.9.51 crores over the previous year and an increase in PAT by Rs.11.01 crores overthe previous year. The EPS of the company is Rs.17.36 as compared to Rs.17.73 of previous year. Your Directors have pleasure to inform that the Company's turnover has been increased by 35.73% from Rs.384.29 Crores (Previous year) to Rs.521.58 Crores (Current year).

THE YEAR IN PERSPECTIVE

EXPANSION CUM MODERNISATION OF EXISTING DISTILLERIES

During the year the company has successfully completed the capacity expansion program to increase the capacity from 28.6 million BL to 70 million BL as well as the company has also successfully modernized its both the plants to a fully automatic Wash to ENA plant out of the IPO proceeds of Rs.75 crores raised during the year 2009-10 for this purpose.

BUSINESS IN BULK SPIRITSEGMENT

During the yearthe company has further strengthened its position as one of the major supplier of Bulk Spirits by enhancing its capacity in both the existing distilleries.

BUSINESS IN COUNTRYLIQUOR SEGMENT

During the yearthe company has reported satisfactory progress in country liquor segment in the state of Rajasthan, Haryana & Delhi. For FY2011 the CL business recorded volumes of stood at 88.15 lakh cases contributing 45.97% to the total revenue share.

BUSINESS IN IMFL SEGMENT

The company continues to work on creating a Distribution Network for its own brands. During the year the company's brands are being sold in the following states.

Name of the States Name of the Brands Haryana 1) Country Club Whisky. Rajasthan 2) Hannibal XXX Rum U.P. 3) White Lace Gin & Vodka Kerala 4) Le mans VSOP Brandy A.P. 5) Academy Delux XXX Rum U.T.Chandigrah 6) Academy Delux Brandy Delhi 7) Samurai XXX Rum Punjab 8) Samurai Garape Brandy Himachal Pradesh

OUTSOURCING ARRANGEMENTS / BOTTLING TIE-UPS

The company is also manufacturing & selling various products under the brand names such as "Officer's Choice", "Class Grain Vodka" etc. in the State of Rajasthan vide its manufacturing agreement with Allied Blenders & Distillers Private Limited and "Aristocrat Premium Whisky", "Bonnie Scot" etc in the State of Haryana with Jagatjit Industries Limited. And in addition to it the company is also having various bottling tie-ups for marketing & selling of its own IMFL Brands in the state of U.P., Kerala, A.P., Punjab and Himachal Pradesh.

MATERIAL CHANGES AFTER 31/03/2011

Merger of Demerged Undertaking of ADL into GSL.

Associated Distilleries Limited (ADL) is an unlisted company and is engaged in the business of manufacturing, marketing and sales of industrial alcohol comprising rectified spirit, extra neutral alcohol, Country Liquor. During the year the demerged undertaking of ADL has been merged into Globus Spirits Limited (GSL) on a going concern basis with effect from April 1, 2010 in pursuant to sanction of the scheme by the order of Hon'ble High court of Delhi vide dated 24.08.2011. The valuation study was independently conducted by Ernst & Young (E&Y). The board has approved the distribution ratio of 1:6 for the merger of the demerged undertaking of ADL into GSL i.e. for every 1 equity share of ADL of Rs.10 each fully paid up, 6 equity shares of Rs.10 each fully paid up will be issued according to the valuation criteria suggested by E&Y based on the CCM, DCF Market Price & the NAV method to value companies. GSL has to issue additional 3.24 million shares which will take the post dilution equity share capital of GSL to 22.99 million shares of face value Rs. 10 each.

The Demerged Undertaking of ADL is located in Hissar, Haryana. The present installed capacity of ADL is 14.4 million BL. ADL operates in the two states of Haryana and Delhi and has a market share of 10% in Haryana and 10% in Delhi. ADL also has a bottling tie up with ABD India in Haryana. The ADL plant has shown increased operating efficiency since its revamping in October 2009 and EBITDA margins have grown from 12.9% in FY2010 to 21.1% in FY2011. The merger of the Demerged Undertaking of ADL into GSL would result in greater synergies and operational efficiencies which would translate into improved performance going forward.

DIVIDEND

Your Directors are pleased to recommend dividend of Re. 1/- i.e. 10 % per equity share of Rs. 10/- each of the Company for the year 2010- 2011. As the scheme of demerger has been given effect to w.e.f. 01/04/2010 being the appointed date, the shareholders of Associated Distilleries Limited who has been allotted equity shares in Globus Spirits Limited pursuant to the Sanction of scheme by Hon'ble High Court of Delhi are also eligible for dividend for the financial year 2010-11.

PUBLIC DEPOSITS

The Company has not accepted or invited deposits covered under the provisions of Section 58A of the Companies Act,1956 read with the Companies (Acceptance of Deposit) Rules 1975 from any person.

DIRECTORS

During the year Dr. Bhaskar Roy Director-Finance & CFO of the company & Mr. Rameshwar Dayal Aggarwal, Whole-time Director of the company who retires by rotation and being eligible offers themselves for re- appointment. The Board recommends their re-appointment.

During the year there being no other changes made in the Board of Directors.

CORPORATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.

AUDITORS

M/s. B. M. Chatrath & Co., Chartered Accountants, Statutory Auditors of the Company had been appointed as Auditors at the last Annual General Meeting and retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect, that the re-appointment, if made, will be in accordance with section 224 (1B) of the Companies Act, 1956.

AUDITORS' REPORT

The notes on accounts appearing in the schedule and referred to in the Auditors Report are self explanatory and therefore do not call for any further comments or explanations. There are no adverse remarks/qualifications in the auditor's report.

Further Mr. Ajay K. Swamp, the Managing Director of the company is not a relative of any Director of the company and as on 03/10/2011 he is holding 10,000 equity share in the company.

CONSERVATION OF ENERGY/ TECHNOLOGY ABSORPTION/ RESEARCH & DEVELOPMENT ETC.

Particulars as required under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given in Annexure I and form part of this report.

PERSONNEL

During the year the company employed some senior and experienced employees in its management and the Company also maintained good relation with employees at all levels. The Directors place on record their appreciation of the contribution made by the employees towards the growth of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management's Discussion and Analysis Report has been annexed & forming part of the annual report.

Directors Responsibility Statement (Pursuant to Section 217(2AA)

1. In preparation of the Annual Accounts, the applicable Accounting Standards has been followed by the company.

2. Appropriate accounting policies have been selected and applied constantly and have 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 as at 31st March, 2011 and of the Profit of the Company for the year ended 31st March, 2011.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Account has been made on going concern basis.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the company by the Central & the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: New Delhi (Dr. Bhaskar Roy) (Ajay K. Swamp)

Date : 03/10/2011 Director Finance & CFO Managing Director

Mar 31, 2010

The Directors are pleased to present the Seventeenth Annual Report and Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Current Year Previous Year 2009-2010 2008-2009 (Rs. In Lacs) (Rs. In Lacs)

Sales 38,428.82 28,140.17

Profit/(loss) before Depreciation 3,859.26 2,567.27

Less: Depreciation 437.86 573.48

Add: Depreciation Written Back 1,166.77 -

Profit/(Loss) after Depreciation 4,588.16 1,993.79

Profit/(Loss) before tax 4,588.16 1,993.79

Less: Provision for taxation 620.00 382.70

Fringe Benefit Tax - 5.56

Deferred tax 1,076.23 312.38

Profit/(Loss) after tax 2,891.93 1,293.15

Balance brought forward 3,583.32 2,290.17

Profit available for appropriation 6,475.25 3,583.32 Appropriations

-Transfer to General Reserve 75.00 -

-Proposed Dividend 197.58 -

-Provision for Tax on Dividend 33.58 -

Balance Carried forward to Balance Sheet 6,169,09 3,583,32

PERFORMANCE REVIEW

During the year under review your company reported a good performance, reflected in anincrease in PBT by Rs.25.94crores over the previous year and an increase in PAT byRs.15.99croresoverthe previous year. The EPS of the company is Rs.17.73 as compared toRs. 10.55 of previous year. Your Directors have pleasure to inform that the Companysturnover has been increased by 36.56% from Rs.281.40Crores (Previous year) to Rs.384.29Crores (Current year).

THE YEAR IN PERSPECTIVE

PUBLIC ISSUE OF RS.75CRORES

During the year the company raised Rs.75crores vide its initial public issue of 75,00,000 equityshares of Rs. 10/- each at a premium of Rs.90/- per share through 100% book building issuefor financing its proposed expansion cum modernization & brand promotion projects.

LISTING OF SECURITIES

During the year the companys securities are listed with Bombay Stock Exchange & National Stock Exchange w.e.f. 23rd September2009.

BUSINESS IN BULKSPIRITSEGMENT

During the year the company has further strengthened its position as one of the major supplier of Bulk Spirits.

BUSINESS IN COUNTRY LIQUOR SEGMENT

During the year the company has reported satisfactory progress in country liquor segment in the state of Rajasthan, Haryana & Delhi.

BUSINESS IN IMFL SEGMENT

The company continues to work on creating a Distribution Network for its own brands. During the year the companys brands are being sold in the following states.

BUSINESS IN IMFLSEGMENT

The company continues to work on creating a Distribution Network for its own brands. Duringthe year the companys brands are being sold in the following states.

Name of the States Name of Brands

Haryana 1) Samurai Whisky.

Rajasthan 2) Hannibal XXX Rum.

Uttar Pradesh 3) White Lace Gin & Vodka

Kerala 4) Le Mans VSOP Brandy

Andhra Pradesh 5) 20-20 Premium Whisky

Karnataka 6) Academy Deluxe XXX Rum

U.T.Chandigarh 7) Academy Deluxe Brandy

8) Samurai XXX Rum

9) Samurai Grape Brandy

OUTSOURCING ARRANGEMENTS / BOTTLING TIE-UPS

The company is also manufacturing & selling various products under the brand names such as "Officers Choice", "Class Grain Vodka" etc. in the State of Rajasthan vide its manufacturing agreement with Allied Blenders & Distillers Private Limited. And in addition to it the company is also having various bottling tie-ups for marketing & selling of its own IMFL Brands in the state of U.P, Kerala, A.P and Karnataka. MATERIAL CHANGES AFTER 31/03/2010

- Commencement of bottling of various IMFL Brands of M/s Jagatjit Industries Ltd. at Samalkha for marketing & sale in the state of Haryana.

- Launching of a New IMFL Brand called "County Club Whisky" in the state of Haryana, U.P, U.T. of Chandigarh, Punjab & Himachal Pradesh

- Entering of two more northern states i.e. Punjab & Himachal Pradesh for marketing & selling of companys own IMFL products

DIVIDEND

Your Directors are pleased to recommend dividend of Re. 1/- i.e. 10 % per equity share of Rs. 10/-each of the Company for the year 2009-2010.

PUBLIC DEPOSITS

The Company has not accepted or invited deposits covered under the provisions of Section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules 1975 from any person.

DIRECTORS

During the year Dr. Bhaskar Roy was inducted in the Board as an additional director w.e.f. 22ndOctober 2009 and is designated as Director-Finance of the company. Hence as per section269 of the companies act, 1956 read with schedule XIII of the companiesact the aforesaid appointment is proposed for the consent of members in the forthcoming Annual GeneralMeeting.During the year Mr. Deepak Roy have resigned from the directorship of the company w.e.f.22nd October 2009.Mr. Gautam Premnath Khandelwal, the Non-Executive & Independent Director & Mr. RajeshKumar Malik, Whole-time Director of the company who retires by rotation and being eligibleoffers themselves for re-appointment. The Board recommends their re-appointment.During the year there being no other changes made in the Board of Directors.

CORPORATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, aCompliance Report on Corporate Governance has been annexed as part of the Annual Report.

AUDITORS

M/s. B. M. Chatrath & Co., Chartered Accountants, Statutory Auditors of the Company had been appointed as Auditors at the last Annual General Meeting and retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. They have furnished a certificate to the effect, that the re-appointment, if made, will be in accordance with section 224 (1B) of the Companies Act, 1956.

AUDITORSREPORT

The notes on accounts appearing in the schedule and referred to in the Auditors Report are self explanatory and therefore do not call for any further comments or explanations. There are no adverse remarks/qualifications in the auditors report.

PARTICULARS OF EMPLOYEES

Statement pursuant to U/S 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975, the name & other particulars of the employees are as follows:-

SI. Name Age Designation Gross No Remuneration

1 Mr. Ajay 48 Managing 37,62,000/- K. Swamp Director p.a. + other perquisites.

Sl. Name Qualification Experience Date of Particulars No. In years commen- of last cement of employment employment

1. Mr. Ajay PGDBM 26 December M/s SVP K. Swarup (IIM. Kolkata) 01.2006 Industries Ltd.

Further Mr. Ajay K. Swarup, the Managing Director of the company is not a relative of any Director or Manager of the company and he is also not holding any equity share in the company.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & PERSONNEL

During the year the company employed some senior and experienced employees in its management and the Company also maintained good relation with employees at all levels. The Directors place on record their appreciation of the contribution made by the employees towards the growth of the Company.

Managements discussion and analysis of financial condition and results of operations.

Managements Discussion and Analysis Report has been annexed & forming part of the annual report.

Directors Responsibility Statement (Pursuant to Section 217(2AA)

1. In preparation of the Annual Accounts, the applicable Accounting Standards has been followed by the company.

2. Appropriate accounting policies have been selected and applied constantly and have 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 as at 31st March, 2010 and of the Profit of the Company for the year ended 31st March, 2010.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Account has been made on going concern basis

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the company by the Central & the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: New Delhi (Dr- Bhaskar Roy) (Ajay K. Swarup) Date: 30/07/2010 Director (Finance) Managing Director

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