Your Directors have the pleasure in presenting the 42nd Annual Report together with the Audited Accounts of the
Company for the Year ended March 31, 2025.

1. Financial Results:

The summary of the Company’s financial results for the financial year ended March 31, 2025 is furnished below:

(Rs. Lakhs)

During the year, the revenue from operations (net of excise duty, VAT & TCS ) stood at Rs. 63,657.14 (in Lakhs) as
compared to Rs. 61,523.04 (in Lakhs) for the financial year ended March 31, 2024.

An amount of Rs.12,903.88 Lakhs is proposed to be retained in the statement of Profit & Loss.

2. OPERATIONAL REVIEW:

Gross revenues increased to Rs. 2,50,369.24 Lakhs, against Rs.2,41,530.23 Lakhs in the previous year. Profit before
depreciation, exceptional item and taxation was Rs. 16,514.75 Lakhs against Rs. 18,734.62 Lakhs in the previous year.
After providing for depreciation and taxation of Rs. 518.44 Lakhs and Rs. 3092.43 Lakhs respectively, the net profit
of the Company for the year under review was placed at Rs. 12,903.88 Lakhs as against Rs.15,152.13 Lakhs in the
previous year.

3. DIVIDEND & DIVIDEND POLICY

The Board has recommended final dividend at the rate 75% for the year ended March 31, 2025 i.e. Rs.7.5/- per equity
shares of Rs. 10/-each fully paid up equity shares out of net profits for the year. (Last year Rs. 7/- Per equity shares of
Rs. 10 each). The Dividend of 75 %, if approved at the forth coming Annual General Meeting, will result in the out
flow of Rs. 1,713.52 Lakhs to the company compared to Rs.1,279.43 lakhs for the year ended March 31, 2024.

The Board does not propose to transfer any amount to General Reserve.

In terms of the regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board approved and adopted Dividend Distribution Policy of the Company. The policy is annexed to this report as
Annexure 1 and can also be accessed at www.gmbreweries.com/company-policies.html

4. SHARE CAPITAL :

As on March 31, 2025, the Company has authorized share capital of Rs. 7000 Lakhs consisting of Rs.6000 Lakhs
Equity Share Capital comprising 6,00,00,000 equity shares of Rs.10/- each and Rs.1000 Lakh Unclassified shares
comprising 1,00,00,000 shares of Rs.10/- each.

The Issued, Subscribed and Paid up Share Capital of the Company is Rs. 2,284.69 Lakh dividing into comprising
2,28,46,923 fully paid up Equity Share of Rs.10/- each.

The company had issued 45,69,385 bonus shares to the members during the year in the ratio of 1:4. The Company has
neither issued any shares through differential voting rights nor issued any sweat equity shares during the year.

5. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary / Joint Ventures /Associate Companies during the year under review. Hence, details
for the same are not required to mention.

6. ANNUAL RETURN

Pursuant to Section 134(3) of the Act, the annual return of the company has been placed on the website of the company
and can be accessed at https://www.gmbreweries.com/general-disclosure.htm

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL(s)

As of the date of this report, the Board of Directors of the Company comprises of 6 (Six) members with 3 (three)
Executive Director and 3 (Three) Non Executive Independent Directors.

Change in constitution of Board of Directors

The Independent Directors Mr. Dilip Diwan and Mr. Paresh Trivedi had completed two terms of five year each in May
2024. Due to regulatory requirements, they were not eligible for reappointment for a period of three years and hence
retired.

Retirement by Rotation

In accordance with the provision of Section 152 of the Act read with rules made there under and the Articles of
Association of the Company, Mrs. Jyoti Almeida Kashyap (DIN:00112031) and Mr. Kiran Parashare (DIN: 06587810)
are liable to retire by rotation at the ensuing Annual General Meeting. Both these Directors being eligible, offer
themselves for re-appointment at the ensuing Annual General Meeting.

Brief profiles of aforesaid directors are given in the Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of
this Report are

Declaration from Independent Director

All Independent Directors have furnished respective declaration stating that they meet the criteria of Independence
as laid down under Section 149(6) of the Act and Regulation 16( 1)(b) of the Listing Regulations. The Independent
Directors have also confirmed that they have complied with the Company’s Code of Business Conduct and Ethics.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts for the financial year ended March 31,2025, the applicable accounting
standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments

v y

and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit or loss of the Company for the year ended on that date.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts for the financial year ended March 31, 2025 on a going
concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and
that such system were adequate and operating effectively.

9. NUMBER OF MEETINGS OF THE BOARD

During the FY 2024-25, SIX (6) Meetings of the Board of Directors of the Company were convened and held. The
particulars of Meetings held and attended by each Director are detailed in the Corporate Governance Report that form
part of this Annual Report as Annexure 6.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and
Listing Regulations and relevant relaxations granted from time to time.

10. PERFORMANCE EVALUATION OF BOARD

In accordance with the provisions of the Act and the Listing Regulations, the Company has conducted the Annual
Performance Evaluation process, evaluating the performance of the Board, the Committees of Board and the individual
directors including Chairman.

The Board of Directors has evaluated the performance of Independent Directors during the year 2024-25 and expressed
their satisfaction with the evaluation process.

Independent Directors, in their separate meeting reviewed the performance of the Non-Independent Directors and
the Board as a whole and also reviewed the performance of the Chairman after taking into account the views of all
the Directors. The outcome of this performance evaluation was placed before the meetings of the Nomination and
Remuneration Committee and Independent Directors for the consideration of the members. The committee expressed
overall satisfaction on the performance of the Independent Directors, Non-Independent Directors, Chairman and the
Board as a whole.

11. AUDIT COMMITTEE

In accordance with the provisions of Section 177(8), the Company has duly constituted an Audit Committee which
performs the roles and functions as mandated under the Act, SEBI Listing Regulations and such other matters as
prescribed by the Board from time to time. Details of the composition, attendance at its meetings and other details have
been furnished as a part of the Corporate Governance Report. There have not been any instances during the year under
review, when the recommendations of the Committee were not accepted by the Board.

12. NOMINATION, REMUNERATION AND EVALUATION POLICY

The Nomination Remuneration Committee (NRC) of the Board is in place and the composition of NRC, attendance at
its meeting and other details have been provided as part of the Corporate Governance.

In terms of provision of Section 178(3) of the Act read with rules framed there under and the SEBI Listing Regulations,
the Board has adopted the Nomination, Remuneration and Evaluation Policy based on the recommendations made by
the NRC. The salient features of this policy are outlined in the Corporate Governance Report and the policy is made
available on the Company’s website at www.gmbreweries.com/company-policies.html

< '

The details of the remuneration received by the Directors from the Company have been disclosed in the Corporate

Governance Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies
Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

14. RELATED PARTY TRANSACTIONS :

All transactions with related parties, including agreement/contracts entered into during FY2024-2025 were at arm’s
length basis and in the ordinary course of business and in accordance with the provisions of the Act and rules made
there under, the SEBI Listing Regulations and the Company’s Policy on Related Party Transactions.

There are no particulars to be furnished in Form AOC-2 as required under Section 134(3)(h) of the Act read with
Rule framed there under in respect of the related party transactions falling under the preview of Section 188(1) of
the Act during the year under review. Refer Note No. 31 of the Financial Statement for disclosure on related party
transactions.

15. INTERNAL CONTROL SYSTEMS AND INTERNAL AUDIT :

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The
scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity
and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions
thereon are presented to the Audit Committee of the Board.

16. AUDITORS AND AUDITORS’ REPORT
STATUTORY AUDITORS

The Members of the Company at the Annual General Meeting held on May 24, 2022 approved the appointment of
M/s. V. P Mehta & Company, Chartered Accountants (FRN: 106326W) as the Statutory Auditors of the Company for
a period of five years commencing from the conclusion of the 39th AGM until the conclusion of the 44th AGM to be
held in 2027.

No frauds have been reported by the Statutory Auditors during the Financial Year 2024-2025 pursuant to the provisions
of Section 143(12) of the Act.

The Reports given by M/s. V. P Mehta & Company, Chartered Accountants on the Financial Statements of the
Company for FY 2024-25 does not contain any qualification, reservation or adverse remarks and forms part of the
Annual Report.

The details relating to fees paid to the Statutory Auditors are given in the Note No. 35 of the Financial Statements.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Ms. Kala Agarwal,
Practising Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

The Report of Secretarial Audit in form MR-3 in accordance to Section 204 of Companies Act, 2013 and Secretarial
Compliance Report in accordance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 for the financial year ended March 31, 2025 is annexed herewith and marked as “Annexure-2” to
this Report.

There are no audit qualifications, reservations or any adverse remark in the said Secretarial Audit Report.

17. DEPOSIT

There were no outstanding deposits within the meaning of Section 73 & 74 of the Act read with Rules framed there
under, at the end of FY 2024-2025 or the previous financial year.

During the year under review, the Company has not accepted or renewed any deposits from the public.

18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING & OUTGO

The information on conversation of energy, technology absorption and foreign exchange earnings & outgo as stipulated
under section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014 are set out in Annexure 3 to this
report.

19. RISK MANAGEMENT

The Company in accordance with the provisions of the Act has adopted a Risk Management Policy. The Company has
identified the risks impacting the business and formulated policies for mitigation of risks.

The Company has constituted a business risk management committee under the Companies Act, 2013 and Regulation
21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Committee
and its terms of reference are set out in the Corporate Governance Report forming part of this report.

For the key business risks identified by the Company, please refer to the Management Discussion and Analysis annexed
to this Report.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instances of fraud and
mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the
most respected companies in India, the Company is committed to the high standards of Corporate Governance and
stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if
any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no
discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the
Audit Committee and the Board.

21. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
to this Annual Report as “Annexure 4”.

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) &5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. As per
the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to share holders of the
Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any
shareholder interested in obtaining such details may write to the Company Secretary of the Company.

22. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (“CSR”) Committee in terms of the provisions of Section
135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014. The composition
and terms of reference of the CSR Committee is provided in the Corporate Governance Report forming part of this
report as Annexure 5. The Policy is available on the website of the Company at www.gmbreweries.com/company-
policies.html

As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds for the
schemes of eradicating hunger and poverty and promotion of education. The contributions in this regard have been
made to the registered trust which is undertaking these schemes. The company has also undertaken schemes of
distributing food to the poor directly and other activities as part of the CSR initiative.

23. DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made there under, during the year under review, no director has
received any commission from the Company thus the said provision is not applicable to the Company.

24. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company in order to prevent and redress complaints of Sexual Harassment at workplace, has complied with the
provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case was reported to the Committee during the year under review.

25. SECRETARIAL STANDARD

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of India.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the operations of the Company, as required under the Regulation
34(2) of the SEBI (LODR) Regulations,2015 is provided in a separate section and forms an integral part of Annual
Report.

27. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM AUDITOR

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Corporate Governance Report for the year
ended March 31, 2025 along with a Certificate from the Statutory Auditors of the Company regarding compliance
with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as “Annexure -6”.

28. DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATING, MONITORING AND
REPORTING OF TRADING BY INSIDERS

The Company has a Code of Conduct for regulating, Monitoring and Reporting of Trading by Insiders (“PIT Policy”)
for connected persons, designated persons and the insiders (collectively the “Insiders”) as defined under the SEBI
(Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”). The Policy provide adequate safeguard against
victimization. The Audit Committee reviews the Institutional Mechanism for prevention of insider trading.

The aforementioned policy is available on the website of the Company at www.gmbreweries.com/company-policies.
html

' 29. TRANSFER OF UNCLAIMED DIVIDEND/SHARES/UNCLAIMED BONUS SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND

In respect of the dividend declared for the previous financial year Rs. 20,51,323 remained unclaimed as on March
31,2025. Further, pursuant to provisions of Section 124(5) of the Companies Act, 2013, dividend lying unclaimed
in the unpaid dividend account for a period of 7 (Seven) years is required to be transferred by the Company to the
Investor Education & Protection Fund (“IEPF”). Accordingly, an amount of Rs.9,75,327 (Rupees Nine Lakh Seventy
Five Thousand Three Hundred and Twenty Seven Only) being dividend for the financial year 2016-17 lying unclaimed
for a period of 7 years was transferred by the Company during the financial year 2024-25 to the IEPF.

Details of the abovementioned unclaimed dividend/shares transferred to IEPF have been uploaded on the website of
the Company, accessible at www.gmbreweries.com/investor-factsheet.html

30. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT (BRSR)

Vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f. 5.5.2021
has replaced filing of Business Responsibility Report with Business Responsibility and Sustainability Report. The
Company is pleased to present its 3rd Business Responsibility and Sustainability Report (BRSR) for FY 2024-25
which is part of this Annual Report.

31. FINANCE:

Cash and cash equivalents as at March 31, 2025 was Rs.75.58 lakhs. The company continues to focus on judicious
management of its working capital. Receivables, inventories and other working capital parameters were kept under
strict check through continuous monitoring.

32. OTHER DISCLOSURE

During the year under review, there has been no Material change in the nature of business of the Company.

There are no significant or material changes and commitments affecting the financial position of the Company which
has occurred between the end of the financial year of the Company i.e. March 31, 2025 and as on the date of this
Board’s Report.

During the year under review, no significant / material orders were passed by the regulators or the Courts or the
Tribunals impacting the going concern status and the Company’s operations in future.

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency
and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as at the end of
the Financial Year 2024-2025.

33. ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State
Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co¬
operation and assistance.

For and on behalf of the
Board of Directors

Mumbai Jimmy Almeida Kashyap

April 15, 2025 Chairman & Managing Director

DIN : 0011190