FINANCIAL SUMMARY
Financial performance for the year ended March 31, 2025, is summarised below:
2. Return on Investment Ratio: Short-term deposits have come down due to a delay in collections, resulting in a reduction in interest income.
STANDALONE FINANCIAL RESULTS
Year ended March 31
2025
2024
Gross Turnover
19,40,080
18,37,224
Net Turnover
8,90,735
8,11,539
EBITDA
87,465
76,785
Profit before Taxation
60,335
54,932
Profit after Tax available for appropriation
44,117
40,939
Appropriations:
Dividend on Equity Shares
(26,441) (19,830)
Key Ratios
Profit Before Tax as % of Net Revenue
6.8
Net Profit Ratio (%)
2.3
2.2
Net Debt /EBITDA
3.2
-
Dividend Payout (%)
60
65
Return on Equity ratio (%)
10.3
10.1
Debt-Equity Ratio
0.14
0.02
Debt Service Coverage Ratio
58.7
68.9
Return on Investment (%)
13.73
30.05
Ratios with movement of /- 25% in the year
1. Debt-equity Ratio: Debt-equity ratio increased due to utilisation of working capital demand loans and buyers' credit facilities to offset the delay incollections from certain state government corporations.
The Indian beer industry in FY25 faced a challengingenvironment, influenced by restrictions in our operations due toelections. Nevertheless, we achieved significant progress throughstrategic innovation, premiumisation, and enhanced consumerengagement, reinforcing our long-term growth trajectory ascategory makers.
We are pleased to present the following highlights:
• The Kingfisher Ultra portfolio delivered a strong 38% growth,led by Ultra Max at a staggering 59%. Together, the twovariants contributed to a remarkable 2% share gain in thepremium beer segment, showcasing strong momentum. Thisgrowth was driven by focused efforts on unlocking supplies,building awareness, driving trials, and ensuring standoutacross consumer touchpoints. The portfolio continuesto recruit new users while establishing itself as the goldstandard in premium beer. With rising cultural relevanceacross music and premium social occasions, Kingfisher Ultrais well on its way to becoming the most aspirational beerbrand in India.
• Heineken® Silver fuelled the growth for the Heineken®franchise with an exceptional 39% surge across key marketsof Mumbai ( 22%), Goa ( 65%), and Karnataka ( 54%), whichsignificantly energised the premium mild beer segment.
• Strategic global partnerships with Formula 1 and the UEFAChampions League enabled Heineken® Silver to creatememorable consumer experiences, further deepeningbrand engagement within these communities. In the realmof music experiences, Heineken® 0.0 made a mark bypresenting the 'World's Largest Holi Festival led by MartinGarrix', captivating an audience of 50,000. A landmarkachievement for the year was the relaunch of Heineken®Silver in Karnataka, accompanied by the introduction ofthe HEINEKEN Global Draught Championship in India.These initiatives set new standards for premium beer,underscoring Heineken®'s legacy of exceptional brewing andcontinuous innovation.
• Amstel Grande, a premium strong international beer fromUnited Breweries Limited, aims to fill the white space ofthe international premium strong beer in the UB portfolio.Launched in West Bengal, Maharashtra, and Uttar Pradesh,it quickly gained traction, with West Bengal capturing 5%of the premium strong beer market within three months.Positive consumer reviews on taste, quality, and sessionabilityhave fuelled strong word-of-mouth. This year, the focus is onbuilding awareness whilst leveraging its rich internationalcredentials and generate quality trials at scale. Expansionplans include Karnataka, Goa, and Daman. Amstel Grandeis well-positioned for continued success in India's premiumbeer market.
Other highlights for the period
• Volume growth of 6% with broad-based growth across ourfootprint. The Premium segment grew close to 32%.
• Net sales grew 10% with volume growth, supported bypricing and state-mix effects.
• Gross Margin grew close to 44bps, driven by revenuemanagement & cost initiatives and EBIT grew 35bps.
• Capex investment of ' 254 crores in breweries and commercialassets to meet volume growth.
• The Board proposes a Dividend of ' 10 per Equity Share,representing circa 60% payout of profit after tax.
• Adopting technologies like Closed Circuit Reverse Osmosis(CCRO) for 96% recovery and recycling reject water and boilercondensate for bottle washer rinsing, we aim to significantlyreduce overall water consumption.
Amid evolving regulations and rising consumer expectations, yourCompany remains committed to innovation, premium portfolioexpansion, and strategic efficiencies. Backed by HEINEKEN'sglobal expertise, it is well-positioned to lead the Indian beerindustry's future, with a strong focus on sustainability, digitaltransformation, and talent development, driven by a young andaspirational consumer base.
The financial statements for the year ended March 31, 2025,have been prepared under Indian Accounting Standards ("IndAS”) according to notification by the Ministry of CorporateAffairs under the Companies (Indian Accounting Standards)Rules, 2015, as amended.
The Company generated Net turnover growth of 9.8% vsthe previous year. The Gross turnover for FY25 stood at'19,40,080 Lakhs, which grew by 5.6%. Your Company achieveda Net Turnover of '8,90,735 Lakhs during FY25 as against'8,11,539 Lakhs during FY24. EBITDA for the year under reviewstood at '87,465 Lakhs as compared to '76,785 Lakhs in theprevious year, an increase by 13.9% over the previous year. Profitbefore taxation for the year stood at '60,335 Lakhs. Profit beforetaxation for the last year stood at '54,932 Lakhs.
We take pleasure in proposing a Dividend of '10.00 per EquityShare of '1 each for the year ended March 31, 2025, subject tothe approval of the Shareholders at the ensuing Annual GeneralMeeting ("AGM”) of the Company to be held on August 07,2025. The total Dividend is '26,441 Lakhs, which amounts toabout 60% of the Profit after Tax. The Dividend declared for theprevious year was '10.00 per Equity Share of '1 each.
The Company does not propose to transfer any amount to theGeneral Reserve.
The Authorised Share Capital of the Company stands at '9,990million, comprising Equity Share Capital of '4,130 millionand Preference Share Capital of '5,860 million. The Issued,Subscribed, and Paid-up Equity Share Capital of the Companyas on March 31, 2025, remains unchanged at '264.4 million,comprising of 26,44,05,149 Equity Shares of '1 each.
Industry Overview
Beer, one of the world's oldest beverages, has long been amedium for social connection and enjoyment. In India, itremains a preferred alcoholic choice, despite the industry'sstringent regulations and substantial taxation.
Currently, beer accounts for approximately 10% of total alcoholconsumption in India, with a per capita consumption (PCC) ofaround 2 Liters, significantly lower than the global average ofapproximately 30 Liters. Nonetheless, the Indian beer market ison a robust growth trajectory.
This growth is fuelled by shifting consumer preferences, risingdisposable incomes, urbanisation, and a young population.A notable trend is the increasing demand for low and no-alcoholbeers, particularly among Gen Z and millennials who prioritisehealth and moderation. Brands like Heineken® 0.0 are gainingtraction in metropolitan areas, prompting companies to innovateto meet this demand without compromising the traditionalbeer experience.
The Indian beer market is segmented into Strong and MildBeers. Alongside this, there is a pronounced trend towardspremiumisation, with premium beer segments expected tooutpace overall category growth.
Despite challenges such as regulatory hurdles and taxation issues,the Indian beer industry presents substantial opportunities forgrowth and innovation. Companies that can adeptly navigatethese complexities, embrace innovation, and align with evolvingconsumer preferences are well-positioned for success. With itsstrong brand portfolio and market leadership, your Companyis strategically poised to capitalise on these opportunities andcontribute to the expansion and evolution of the beer categoryin India.
Marketing
The Kingfisher Ultra portfolio delivered a strong 38% growth, ledby Ultra Max at a staggering 59%. Together, the two variantscontributed to a remarkable 2% share gain in the premium beersegment, showcasing strong momentum.
This growth was driven by focused efforts on unlocking supplies,building awareness, driving trials, and ensuring standout acrossconsumer touchpoints. The portfolio continues to recruitnew users while establishing itself as the gold standard inpremium beer.
With rising cultural relevance across music and premium socialoccasions, Kingfisher Ultra is well on its way to becoming themost aspirational beer brand in India.
In 2024, Heineken® Silver's growth momentum continued,particularly in Goa and Maharashtra. The brand also sawexpansion to new territories such as Nagpur and Nasik and are-launch in Karnataka in Q3'2024.
The brand deepened its association with international andpremium experiences through the UEFA Champions League,Formula 1, and international music festivals. HEINEKENco-presented an electrifying performance by iconic AustralianDJ Fisher, which drew over 10,000 attendees. In Q2 2024,Cheers to All Fans' 360° campaign was launched with visibilityinitiatives, activations, and influencer campaigns. The brand alsoleveraged the association with Formula 1 through an influencercampaign for Singapore Grand Prix and outlet screenings of thecritical races.
Advocacy with the bar community was strengthened with India'sdebut representation at HEINEKEN Star Serve Championship.With participation of over 150 outlets in Mumbai, Pune, andThane, the winning bartender represented India at the globalchampionship in Q4 2024.
Our portfolio saw a significant addition with the launch of ouriconic international beer 'Amstel Grande'. Amstel enjoys a 150-year heritage and is enjoyed in over 100 countries. Since 1870,Amstel has embodied the art of brewing, starting with twofriends' dream of a better beer in Amsterdam.
Developed locally in India, this launch meets the demand fora premium strong beer with global appeal and internationalquality, globally inspired, locally brewed. The packaging, designed
with premium beer enthusiasts in mind, reflects the beer'sAmsterdam roots with illustrations of iconic Dutch architectureand scenic canals, capturing the charm of Amsterdam in everybottle. The brand saw a star-studded launch event in Mumbaiin November 2024.
Developed locally in India, Amstel Grande is crafted using thefinest quality barley, unique Dutch yeast, and carefully selectedhops. The beer is slow-brewed and matured longer, allowing itsflavors to fully develop, resulting in a rich, smooth taste. With noadded sugar and perfected through extensive global and localtesting, it has been very well accepted by consumers.
Sales
At United Breweries, we recognise that a forward-thinking,agile sales strategy is essential to sustaining growth andcapturing new market opportunities. In alignment with ourcommitment to drive operational excellence and deliver valueto our stakeholders, we embarked on a comprehensive Salesre-organisation initiative. This strategic transformation wasdesigned to adapt to the evolving dynamics of the market andto ensure we remain at the forefront of the industry.
Creating New Verticals for Streamlined Execution:
We introduced new verticals that focus on critical aspects of ourRoute to Consumer (RTC) and Revenue Margin Growth (RMG)strategies. These included the creation of specialised teams inSales Capability, Commercial Excellence, and eB2B to enhanceour overall reach and operational efficiency. Additionally, wehave expanded our Trade Marketing and MONT (ModernOn-Trade) teams to bring more focused attention to win withshoppers in-store. By restructuring our sales functions, we arepoised to achieve an even greater alignment across our teams,leading to superior execution in the market.
Equal Focus on Lead and Lag Metrics:
As part of our commitment to a result-oriented sales process,we have refined our approach by balancing both lead and lagmetrics. We now focus on a range of key performance indicators(KPIs) that track distribution efficiency and market penetration.These include Total Distribution Points (TDP), Range Sold perOutlet, Cooler Purity, and Premium Mix%-all metrics that directlyimpact our ability to drive growth and win in every store.
Our holistic approach extends beyond primary volumes, ensuringthat we are just as focused on secondary volumes and overallmarket share. Additionally, a strong emphasis on high-marginSKUs allows us to optimise our product mix, which in turn drivesmargin expansion while meeting evolving consumer preferences.
Leveraging Technology for Execution Excellence:
In line with our strategy to stay ahead of market demands, wehave made significant investments in technology to enhanceour sales processes and improve execution at every level. Ourenhanced Sales Force Automation (SFA) system now includesgeo-fencing capabilities that allow us to track the market workingwith greater precision and agility. We have also made strides inusing Visual Analytics to drive excellence at the outlet level.
By leveraging data-driven insights, we are able to optimisein-store execution, ensuring that our brands are presented inthe best possible light and that our sales teams are equippedwith the tools they need to succeed. Moreover, our use of DataAnalytics has enabled us to improve distribution, with a specificfocus on premium SKUs-helping to expand our premium portfolioin key markets and ultimately drive higher value sales.
On the digital front, we have accelerated the scaling of oureB2B app, which now serves as a vital tool for streamlining ourRoute to Market (RTM) in distributor markets. This app not onlyfacilitates faster and more efficient ordering but also ensuresthat our distributor network remains connected and empoweredto meet demand quickly.
In line with our Win with Premium strategy, we have introducedthe Counter Salesman (CSM) app & Waiter Incentive Scheme(WIS) apps to drive premium growth. These tools ensure thatour teams are equipped to drive brand loyalty and customerengagement on the ground, fostering deeper connections withour consumer base.
Looking Ahead:
As we look toward the future, we remain committed to leveragingthese structural changes and technological advancements todrive long-term growth. Our focus on both operational excellenceand the use of cutting-edge tools positions us well to continueleading in the market.
By creating more agile, data-driven processes and enhancingthe capabilities of our teams, we are not just adapting to themarket-we are shaping the future of our industry.
Manufacturing expenses for FY2025 amounted to '507,682Lakhs, representing 57% of net sales.
The volume for the year was planned more ambitiously comparedto FY24.
Your Company's operations were impacted during the first halfof the year due to the Lok Sabha elections, which coincided withthe peak season months of April and May. However, much ofthe loss was recovered in the second half, resulting in an overallvolume growth of 6% over the previous year.
Throughout the year, several opportunities for cost optimisationin raw and packaging materials were identified and implemented.Under the Design for Sustainable Value (DSV) initiative, projectswere undertaken to right-size and simplify materials basedon consumer and customer needs. Key improvement actionsincluded the removal of aluminium foils from bottles andenhanced collaboration with malting partners to secure localavailability of premium malt.
Local availability of barley malt was adequate, leading to lowerprices, which positively impacted the bottom line during thesecond half of the year. However, the bottle supply marketremained tight, necessitating the import of new bottles. Therecycled bottle supply chain faced disruptions due to increaseddemand for cullet. The Company took active steps to improve
the return supply, but overall, these challenges contributedto increased bottle costs. Additionally, inflationary pressurespersisted on energy, soda ash, and aluminium, further escalatingthe costs. A higher share of cans in the product mix alsocontributed to the increase in packaging material expenses.
To meet the rising demand for premium products, the supplyfootprint was successfully expanded, with increased productionof Ultra and Ultra Max beers across both Company-owned andcontract breweries. At Chamundi Brewery (Karnataka), brewingand production commenced for Heineken® and Heineken® Silver.In Rajasthan, the Company expanded its contract brewingfootprint to serve growing local demand.
A cross-functional innovation process was established to ensurea steady pipeline of new product launches with compressedtimelines. The Company successfully introduced a premiumstrong beer, "Amstel Grande,” brewed at West Bengal andMumbai breweries. It also entered the flavoured beer categorywith two new variants-Kingfisher Lemon Masala and KingfisherMango Berry Twist-produced at a contract business unit inDaman & Diu.
The focus on quality was reinforced under the motto "OurBeer is Our Pride.” The Company undertook a comprehensivereview of its quality assurance and control systems, supportedby investments in infrastructure and training. Total ProductiveManagement (TPM) practices were prioritised and standardisedacross all breweries, aligning performance-driving systems withthe Company's goals.
These systems are embedded into daily routines that emphasisecritical performance metrics. Training programme were furtherstrengthened, with a strong focus on shop floor engagement andfirst-line management development.
Aligned with HEINEKEN's global sustainability ambition ofachieving net zero in operations (Scope 1 and 2) by 2030 andnet zero across the value chain by 2040, the Company has madesignificant progress.
In FY 2025:
• 98.73% of thermal energy used was derived from renewablesources (biomass by-products)
• 96.7% of electricity consumed at Company-ownedbreweries was from renewable sources, supplemented withInternational Renewable Energy Certificates (iRECs)
• In response to growing concerns about water availability, theCompany initiated Water Source Vulnerability Assessmentsat most breweries, with the remaining to be completedin a year. A broader set of water efficiency initiatives,inspired by HEINEKEN's global best practices are beingrolled out across all breweries, aiming for world-class waterconsumption levels.
The Company's Research and Development (R&D) functioncontinues to support growth by focusing on capability building,new product development, enhancement of existing offerings,productivity improvement, and cost optimisation.
Digital & Technology
We're continuing to invest in digital transformation to build afuture-proof Company - a Digi-Fit UBL rooted in deep empathicconnections to the Consumers, Customers, Employees & manymore of our key partners. To become the best-connected brewer,your Company needs to digitalise its route-to-consumer, unlockthe value of data, simplify and automate end-to-end processes,secure & modernise the Digital Backbone, and create a digitallyenabled organisation. The transformation creates value acrossGrowth, Productivity & Compliance across the Company andcreates a future-fit organisation to thrive in an increasinglyDigitalised world.
Digitalising our route to the consumer:
On Digital Route to Market, we have focused on buildingExecution Fundamentals & Execution Excellence. We improvedExecution fundamentals through training & adoption of ourSalesforce Automation (SFA) tooling. We empowered the fieldforce with simple analytics to track & improve their performance.On execution excellence, we have deployed an end-to-end Routeto Market tooling covering key touchpoints across the marketarchetypes. The coverage, powered by SFA, has gone up 2.5X,and the visual analytics (Shelf Image Recognition) has alloweduse to step up our Cooler purity scores. We've also refreshedthe eB2B capability, Samarth, with a clear Customer ValueProposition and driving deep adoption.
Unlocking the value of data:
To create a data intelligent culture, we have looked at deepadoption of our Business Intelligence suite - Data Brew acrossfunctions. We have been able to triple our adoption scoresand expand the functional coverages across ALL functions.The Analytics products powered by Machine learning powerboth the Field Execution & the Shopfloor operations. The lastyear saw Generative AI take centre stage - At UBL we've beenlooking at focussed approach & a learners mindset to any newtechnology. We've added incremental topline via the ProductRecommender (VXP) range building and built capabilities forOut-of-Stock prediction. We also power supply chain agility viaAnomaly tracking for Dispatch/Production tracking.
Simplifying and automating our end-to-end business:
We partner with key processes & functions to drive simplificationand automation across the enterprise. We have automatedthe key operations on the shop floor with Connected Workerprogramme, expanding the further digitalisation of the contractworkers on the shop floor for attendance tracking & performancemanagement. We also deployed the Demand planning capabilityto drive efficiency & effectiveness of our S&OP (Sales andOperations Planning) cycles. We have actively begun trackingthe person hours saved across these initiatives and were able tosave more than 6500 hours last year to invest back in growth.
Secure & modernise Digital Backbone:
Your Company focuses on securing its Technology operationsand addresses associated risks of cyber security. This includesrisks from IT security lapses, malware and ransomware attacks,
disruptions in key Enterprise Processes and hacking, whichcould lead to disruptions in business operations and loss and/or leakage of confidential data. Your Company has a focusedapproach towards IT (Data & Technology) and has adoptedBest-In-Class technology solutions to Cybersecurity by Designand overall cybersecurity Assurance across the Company.
Creating a digitally enabled organisation:
A huge priority as we continue to Digitise the enterprise hasbeen the Width & Depth of User Adoption. We have prioritisedthe adoption of key activity systems across employee personaein the enterprise. Through a 'Digi Fit' learning programme, wecontinue to invest behind Digital literacy and capability buildingacross the Company. We also rolled out an integrated Digitalhelpdesk to be the heart of our Operations, giving us both aquantitative (Value Cases) and qualitative (NPS Scores) acrossour Digital operations.
Human Resources
At UBL, we nurture a work environment that empowersindividuals to succeed through ownership, collaboration, and thefreedom to express and act on ideas. Our people are at the heartof our success, and we are committed to building a workplacethat is purposeful, inclusive, and future-ready.
Unlocking the Potential of our People:
At UBL, we remain steadfast in our belief that our people arethe drivers of our growth and long-term success. Our learningand development philosophy continues to focus on offeringpersonalised and accessible learning experiences that helpindividuals excel in their current roles and prepare them for futurecareer opportunities. Programme are tailored to employees'unique needs and contexts, empowering them to learn at theirown pace and deepen the capabilities most relevant to them.
We further strengthened our talent management foundationby enhancing our People Review process, which continues tobe a cornerstone for potential assessment, career planning,and succession discussions. In FY25, we trained all colleagueson our Talent Beliefs and Potential Model and embeddedtalent reviews and dialogues into business rhythms. To enablea culture of high performance, we delivered manager andemployee-focused communication campaigns and workshopsthroughout the performance cycle, supporting conversationson objective setting, giving and receiving feedback, mid-andyear-end reviews, and development planning.
In FY25, we started Career Week, a Company-wide initiativedesigned to inspire, inform, and empower colleagues to takeownership of their growth. Through a series of engaging sessions,
fireside chats, and panel discussions, employees gained insightinto career development tools, success stories, and the diversecareer paths available within UBL and across the HEINEKENnetwork. The initiative emphasised the importance of personaldevelopment plans, continuous learning, and high performance.Leaders from across the organisation shared their journeys,demystified mobility opportunities, and encouraged employeesto think boldly about their futures. Career Week reaffirmedour belief that when people grow, businesses thrive and laidthe foundation for an even stronger culture of developmentand aspiration.
To deepen cultural alignment, our 'Ankuran' workshops continuedto bring together new colleagues, meaningfully introducingthem to our Purpose, Values, and Behaviours, with an emphasison how these connect to daily actions, team dynamics, andleadership expectations.
To support continuous learning, we launched and promoted newdigital learning experiences across the Company. Online learningadministration was streamlined, and our communication effortsfocused on driving awareness and participation.
Our learning platform, UBrew - Brew a Better You, continued toevolve with a wide range of resources, from functional modulesand LinkedIn Learning to replays of internal trainings andcurated content from across the HEINEKEN network. Employeesaccessed learning flexibly, enabling a culture of self-driven,anytime-anywhere growth.
Developing future leaders remained a strategic priority. Our earlycareer talent development programme continued to deliver animmersive learning experience for functional and managementtrainees across functions. Designed as a blend of classroom, on-the-job, and field / market-based learning, the programme offersearly-career talent the opportunity to engage with real businesschallenges and build end-to-end functional understanding. Nowin its third year, the programme is a key talent feeder into criticalroles across the organisation.
We recognise that People Managers are central to the employeeexperience. The Brewing Great Managers programme,co-created with business leaders, was designed to buildcore people leadership capabilities. In FY25, 42 additionalmanagers completed the 5-month journey involving classroom
sessions, digital learning, action projects, and two rounds of270-degree feedback.
A new leadership development programme LEAD, has sincebeen launched with 2 cohorts already completed, signaling ourcontinued investment in manager excellence. This programmetakes our People Managers through the essentials of peopleleadership, and helps them deliver and connect with their teams,shape the future of the business while developing themselvesand their teams.
We also scaled leadership development opportunities throughglobal HEINEKEN programme such as HIMAC and WIN, regionalprogramme like SHAPE and Up! Surge, in partnership with XLRIJamshedpur. These journeys featured business accelerators,cross-market learning visits, and virtual discovery expeditionsthat enabled our leaders to engage with diverse business modelsand reflect on their leadership impact.
Function-led learning gained momentum this year, withinternal subject matter experts leading targeted programmeacross key functions. Mandatory learning saw deeper reachthrough structured face-to-face sessions, especially in ourbreweries. Our onboarding experience was overhauled witha templatised, high-touch design that ensures consistencyand engagement for all new joiners. We also advanced ourskilling agenda in manufacturing by partnering with ITIs atbreweries and launching long-term development journeys forour Permanent Workmen.
Our gender diversity efforts are yielding strong results. Womennow comprise over 25% of our executive workforce, up from5.8% in December 2021. Of all executive hires in FY25, 48% werewomen. We continued to scale development programme such asWIN and Up! Surge to support our women leaders in navigatingcareer milestones and progressing towards leadership roles.
Nurturing our Company's Culture:
At UBL, we believe culture is not just what we say, it is what wedo, consistently and collectively. As a people-first organisation,we are intentional about listening to our employees and usingtheir feedback to shape meaningful experiences and drivecontinuous improvement.
As we continue into the next year, we remain committed tounlocking the full potential of every UBL colleague by nurturingcuriosity, investing in growth, and building a future-ready,learning-anchored organisation.
Creating a Diverse, Equitable and Inclusive Workplace:
Our commitment to inclusion remains strong as we strive to createa workplace where all employees, across gender, life stages, andabilities, feel supported and valued. We have deepened our focuson building equitable experiences by enhancing support systemsand evolving our policies to be inclusive and gender neutral,therefore better meeting the needs of groups such as women,new parents, and employees with disabilities. Our approach is toremove barriers to opportunity so that every colleague has theplatform to thrive and achieve their full potential.
This year, we refreshed and restructured our DEI Council toaccelerate progress on building a more inclusive, equitable,and psychologically safe workplace. The Council now operatesthrough four dedicated workstreams: Safety & Security,Emotional Wellbeing, Growth, and Belonging, ensuring focusedaction across key dimensions of inclusion.
We place equal importance on action planning as we do onfeedback collection. Leaders and managers are guided totranslate survey findings into concrete actions. Action plans aredeveloped at the team level, ensuring ownership and contextualrelevance. Progress is reviewed quarterly to ensure follow-throughand to course-correct where needed. Cross-functional task forcesare also formed for themes that cut across the organisation, suchas leadership communication or recognition culture.
Staying Connected with our Colleagues:
At UBL, we believe that a connected, engaged, and inspiredworkforce is at the heart of our success. We are committedto creating a culture of belonging, where every voice matters,diverse perspectives are welcomed, and collective energy ischanneled towards shared goals.
functions, and coupled this with brewery and market visits toprovide a holistic introduction to our business. To further elevatethe new joiner onboarding experience, we continue to use Apical,a pre-onboarding platform. This initiative has helped enhanceengagement and readiness even before Day 1, setting the tonefor a positive and connected employee experience.
Rewarding and Recognising Excellence:
At UBL, we believe in cultivating a culture where appreciation ispart of everyday work. Recognising our people not only reinforcesour values and behaviors but also creates an environmentwhere exceptional contributions and moments that matter arecelebrated meaningfully.
We continue to use our new Recognition Framework for allexecutives that embeds appreciation into the flow of work. Theframework has been enabling a consistent and equitable way tocelebrate outstanding performance, exemplary behaviors, workanniversaries, and learning achievements.
We continue to invest in our annual Climate Survey, as a partof The HEINEKEN Company. It is a comprehensive, Company¬wide listening tool that captures employee perspectives onengagement, leadership, performance, inclusion, and well-being.The most recent survey provided valuable insights into whatenergises our teams and where we can do better. Key themesthat emerged included teamwork and collaboration, work-lifebalance, and performance enablement, all of which informedtargeted actions across functions and levels.
In addition to the annual Climate Survey, we rolled out theannual Pulse Survey to stay connected with evolving employeesentiments. Results were shared transparently as always anddiscussed in leadership forums and team connects.
Each workstream is led by cross-functional representatives andsupported by the People team. Together, they have launchedinitiatives such as inclusive hiring audits, mentorship programmefor women, safe space conversations, awareness workshops, andemployee listening forums. These efforts are supported by aclear measurement framework, with DEI progress now reflectedin engagement scores, talent metrics, and policy improvements.
The refreshed Council is not just a symbolic body, it is a driver ofmeaningful change, rooted in shared accountability and activeparticipation across the business. As we move forward, theDEI Council remains committed to embedding equity in everyexperience and enabling a culture where every colleague feelsthey truly belong.
We have continued to invest in shifting mindsets and embeddinginclusive leadership as a foundational behavior across theorganisation. In FY25, 100% of people managers completedrefreshed training modules on Inclusive Leadership, with newinteractive formats and real-life case discussions that enableddeeper reflection and practical application.
To reinforce our cultural value of collaboration, we launched"Unlocking the Power of Winning Together”, a forum thatbrings together top talent and leaders across the business. Inthis second strategic meet-up, "Winning Together Everyday”,we defined what it means to win with consumers, customers,states, breweries, external partners, and most importantly, withour people. Actionable quarterly plans continue to be createdduring "Battlefields” for each state, jointly owned by our SupplyChain and Commerce teams, driving accountability, momentum,and results.
As part of our Future Fit Teams initiative, we strengthenedcritical organisational structures and ramped up early talenthiring. Around 38% of our new hires in FY25 were from premiercampuses, reflecting our commitment to building a robustpipeline for the future.
The onboarding experience was overhauled with sharedownership between HR Business Partners and the CentralPeople Team. We enhanced our virtual induction to cover 2 days,making it more frequent and robust, supported by leaders across
The MyRewards platform offers structured recognition acrossfour categories:
• Functional Excellence Awards: Celebrating individuals andteams who go above and beyond to live UBL's values andcreate impact in their function and beyond.
• Exemplary Performance Awards: A manager-led awarddesigned to acknowledge those who consistently deliverexceptional results or display role model behaviors.
• Stronger Together Appreciation: A peer-to-peer, non¬monetary appreciation for colleagues who demonstratecollaboration and values in action.
• Milestone Awards: Celebrating significant serviceanniversaries at UBL at their 2, 5, 10, 15, 20, 25, and30-year milestones.
Streamlining People Policies:
In parallel, we undertook a comprehensive review of our peoplepolicies to ensure they are equitable, contemporary, and alignedwith the evolving needs of our workforce. Updates were madeacross key areas including leave, enhanced medical insurance,parental leave, internal job postings, and travel policies,simplifying policy language and making benefits easier tounderstand and access.
Through MyRewards and progressive people policies, weare fostering a workplace where appreciation is intentional,recognition is timely, and our people feel seen, supported,and valued.
Strengthening our Industrial Relations:
UBL continued to maintain harmonious and constructiveindustrial relations across all brewery locations during the year.Our approach remains rooted in treating our workmen as valuedbusiness partners and engaging them through transparentcommunication, capability-building, and inclusive practices.
We adopted a business imperatives-driven approach, aligning ourpeople practices with operational goals. To foster a motivatedand future-ready workforce, we continued our focus on upskillingand structured engagement with workmen through ongoingdevelopment programme and cross-functional exposure.
Productivity-linked incentive schemes were implemented todrive motivation, reward performance, and build a culture ofshared success. These schemes have not only contributed tohigher efficiency but also strengthened trust and collaborationon the shop floor.
Regular and timely communication on Company performance,future outlook, and strategic priorities ensured that our workmenremained aligned and informed. This open dialogue has playeda key role in maintaining a positive industrial climate andreinforcing a shared sense of ownership.
To further strengthen our Industrial Relations ecosystem, thefollowing initiatives were taken:
• Industrial Relations training for brewery leadership teamswas rolled out across all units to build awareness, enhancepreparedness, and reinforce positive engagement practices.
• Long Term Settlements were successfully concluded atfour brewery locations, securing continuity, clarity, andcollaboration between management and workers' unions.
• A capability-building programme for Permanent Workmenwas launched in partnership with local ITI colleges, focusingon enhancing technical and behavioral skills.
• APRAJITHA, an independent third-party compliance partner,continued to strengthen and monitor labor law complianceacross all our brewery operations.
Through these ongoing efforts, we continue to foster a stable,engaged, and high-performing industrial workforce thatcontributes meaningfully to UBL's growth journey.
Caring for our Health and Safety:
At UBL, the health, safety, and well-being of our employees andworkmen remain our top priorities. We recognise that a safe andsupported workforce is the foundation of sustainable businessgrowth, and we are committed to providing an environment thatnurtures both physical and mental well-being.
In FY25, we expanded our flexible working arrangements tooffer manager-led work-from-home options and the flexibilityfor employees to start and end their day two hours earlier, basedon business needs and role requirements. Our enhanced MedicalInsurance coverage increased the base sum insured to '3 lakhs,ensuring better support for our employees and their families. Wealso continued to offer free annual health check-ups, promotewell-being through physical and mental wellness programme,
and improve comfort through ergonomic office workstations.Our brewery employees benefit from daily nutritious breakfasts,fostering a healthy start to their workday.
Safety is not just a compliance requirement; it is a core value. Westand by our principle of "Safety First, Safety Always.” Our safetystrategy is anchored in addressing high-risk areas, includingoccupational safety, process safety, and in-plant traffic safety.Regular risk assessments and control audits are conducted tostrengthen and sustain safety systems across sites. We haveimplemented an Operational Risk Reduction Programme (ORRP)to ensure that critical controls remain effective and relevant.
We advanced our safety standards by consistently conductingProcess Hazard Analyses (PHAs) for new and expanded projectsin brewhouses, package halls, and utility systems. Our corporatesafety team now ensures every project goes through a Pre-StartSafety Review (PSSR) before commissioning, ensuring systemsare safe and compliant prior to handover.
A major focus this year was in-plant traffic management.Based on a detailed HAZID (Hazard Identification) analysisof emergency evacuation and traffic flow, we implementedkey actions such as pedestrian-vehicle segregation, dock-levelparking, and mitigation of risks linked to forklifts and otherpowered trolleys. These measures led to a reduction in high-risksituations, enhancing both worker safety and operational flow.
We broadened our safety reporting by extending our safetyperformance monitoring to Sales and Marketing functions.We also revised our key safety indicators, Accident FrequencyRate (AFR) and Accident Severity Rate (ASR), to align withOSHA benchmarks. A new reporting category, "Hi-PotentialNear Misses” was introduced to flag incidents with life-alteringpotential and guide leadership on early intervention andsystemic corrective actions. These steps reinforce our humanperformance philosophy, which focuses on the relationshipbetween people, systems, tools, and culture.
To prevent incidents, we introduced the Life Saving Commitment(LSC), a set of non-negotiable safety rules focused on proactiveprevention, learning from failure, and improving safeguards. TheLSC builds psychological safety, encouraging people to speak upand focus on systems, not just symptoms.
We continue to invest in open dialogue and shared learningthrough our Safety Committees, where we apply the 5Rs ofsafety behavior: Regularly, Recognise, Reward, Rarely, andReprimand. These reinforce our commitment to celebratingpositive behaviors and respectfully addressing deviations.
In collaboration with our extensive contractor and supplierecosystem, we ensure that safety standards are understood,applied, and upheld. Through capability-building and regularsafety inductions, we co-create safe environments not just forour people, but also for our extended workforce.
Finally, our safety philosophy extends beyond the workplace.We run community-focused wellness and awareness initiativesthat include the families of our employees, ensuring that thecommitment to safety and well-being resonates where it mattersmost: at home.
Leveraging Technology to Improve Experience:
As digital transformation reshapes how organisations operate,UBL continues to leverage technology to create a seamless andempowering employee experience. Our HR digital strategy isfocused on enabling agility, data-led decisions, and self-serviceconvenience for our people, managers, and HR teams. Over thepast year, we have strengthened the adoption of integratedplatforms and further embedded digital solutions across theemployee lifecycle.
MyHR, our global, end-to-end people platform, has now becomethe backbone of employee lifecycle management at UBL. Withits intuitive self-service interface, MyHR empowers employeesand permanent workmen to manage their personal data,performance goals, learning journeys, and career aspirationsin one place. It also acts as the single source of truth for globalpeople data, supporting talent insights and workforce planning.Managers have access to consolidated views of their team'stalent profiles, enabling meaningful performance, career, anddevelopment conversations.
We expanded support platforms with AskHR and DocuHR toimprove access to information and documentation. AskHRserves as a one-stop knowledge base for people policies, FAQs,and organisational guidance enabling employees to self-serve orreach out directly to the HR team with queries. DocuHR allowsemployees to securely access their personal HR documentsanytime, while enabling the People Team to generate letters andtemplates efficiently. The integration of DocuSign has enabledsecure, paperless, and remote approvals, bringing us closer toour vision of a fully digital HR office.
The implementation and scale-up of MyTime, our digitalattendance and workforce tracking system, has helpedstandardise timekeeping and payroll processes across locations.By automating attendance, overtime tracking, and vendorpayment validations, MyTime has significantly improved dataaccuracy and reduced administrative overheads. The systemnow supports centralised payroll processing for workmen,enhancing transparency, consistency, and control.
To manage the growing complexity of contract workforceengagement, we deployed the Contract Labour ManagementSystem (CLMS), a dedicated tool that enables centralisedoversight of contract workers. With modules for contractoronboarding, real-time workforce tracking, payment processing,and compliance documentation, CLMS has improved bothoperational efficiency and statutory adherence.
These digital platforms have transformed how employeesinteract with HR, enabling self-reliance, faster support, andgreater transparency. They also allow the HR function to focusmore on strategic work, including talent development, workforceplanning, and employee engagement.
Listening to our Colleagues:
At UBL, integrity, transparency, and fairness form the foundationof how we operate. We are committed to fostering a safe andrespectful work environment where every employee feelsempowered to raise concerns and share feedback without fear
of retaliation. Upholding our values and the law of the land iscore to our culture.
We refreshed our Code of Business Conduct and facilitatedcommunication and awareness sessions for all colleagues inmultiple languages. Our Speak Up policy continues to playa critical role in enabling employees to report suspectedmisconduct, including any breaches of our Code of BusinessConduct or internal policies.
Trusted representatives have been appointed across theorganisation to serve as confidential points of contact. We remainfocused on ensuring that all concerns raised are handled withcare, discretion, and seriousness, reinforcing trust in the system.
Beyond formal grievance channels, we actively seek employeefeedback through CEO Connects, Townhalls, functional roundtables,anonymous surveys, and one-on-one employee connects. Theseplatforms provide opportunities for open dialogue, promote aculture of listening, and enable leadership to respond to real-timeconcerns and suggestions from across the business.
In Summary:
UBL has 1,441 employees on its rolls across all locations as ofMarch 31, 2025.
Total employee benefit expenses for the year stood at '7,131million, as compared to '6,428 million in the previous year.This constituted 3.67% of gross revenue from operations.Your Directors place on record their sincere appreciation to allemployees for their contribution towards the continued successof the organisation.
At UBL, we Brew a Better India by adopting sustainable andresponsible practices that benefit both people and the planet.We strive to meet the interests of all our stakeholders, with astrong focus on improving community well-being and reducingthe environmental footprint of our operations.
Over the past years, our Corporate Social Responsibility (CSR)initiatives have continued to evolve in response to the changingneeds of our communities and the environment. Guided by our CSRPolicy and its emphasis on inclusive, need-based development,empowering communities, we strengthened our efforts acrossfour key focus areas - Environment, Women Empowerment,
Address Harmful Use, and Community Development. We invested'804.2 Lakhs towards CSR initiatives, working closely with credibleimplementation partners to ensure our approach remains rootedin driving long-term, meaningful impact by improving lives andadvancing sustainability.
The CSR Policy is available on the Company's website and canbe accessed at CSR Policy November 2024.pdf. During theyear under review, there has been no change in the said Policy,besides updating the names of the Committee members.
In FY25, we spent 49% of our CSR funds on the focus area ofEnvironment. We implemented nine (9) projects promotingwater conservation, afforestation, sustainable agriculture, andwaste management in Karnataka, Maharashtra, Rajasthan,Kerala, Telangana, Andhra Pradesh, and Goa. These initiativeshave positively impacted 30,000 lives. This year, our project'spotential annual volumetric water benefit amounts to 77,765 kl,as per the volumetric water benefit accounting method developedby the World Resources Institute (WRI).
Our Women Empowerment initiatives aimed at promotingeconomic independence and skills training for marginalisedwomen through 4 projects in Odisha, Haryana, and Maharashtra.We allocated 25% of our CSR funds to help 700 women buildsustainable livelihoods.
We also launched Phase 2 of Project Kartavya in Uttar Pradeshto Address Harmful Use. This initiative aims to drive awarenessabout responsible consumption of alcohol, the importance ofspeed regulation, and other road safety guidelines. We haveestablished 3 driver sensitisation labs at the Regional TransportOffices (RTOs) at Kanpur, Prayagraj, and Aligarh.
Under Community Development, we continue to focus onimproving access to safe drinking water and meeting the criticalneeds of our communities. This year, we implemented five (5)initiatives across West Bengal, Andhra Pradesh, Kerala, andTamil Nadu. These efforts have positively impacted 370 lives.
The Business Responsibility and Sustainability Report on theframework of the National Guidelines on Responsible BusinessConduct (NGRBC) which are based on ESG parameters, enablingorganisations to holistically engage with stakeholders and gobeyond regulatory compliances in terms of business measuresand their reporting in format prescribed under the Securities andExchange Board of India (“SEBI”) (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("the Listing Regulations”) isannexed as Annexure - A to this Board's Report. The Annual Reporton CSR activities in terms of the Companies Act, 2013 ("the Act”)and the Companies (Corporate Social Responsibility) Rules, 2014,is annexed as Annexure - B to this Board's Report.
Awards
Confederation of Indian Industry (CII) Environment, Health &Safety (EHS) Excellence Awards includes:
• Brewery at Palakkad received the Silver and Gold awardsin the CII Kaizen competition in FY25 for productivityImprovement and Safety Improvement, respectively.
• Brewery at Ellora, Aurangabad received the Platinumand Gold awards for Elimination of Breakdown in EBI anddischarge conveyor, and for stoppage of Bottles falling at thepasteuriser outfeed conveyor.
• Breweries at Chopanki, Rajasthan, and Dharuhera, Haryanareceived Gold awards towards Elimination of Breakdown inEBI and control on stop reduction at Case Packer and reducerisk at Bottle washer.
• Brewery at Khurda, Odisha received a Silver award in the CIIcompetition on Digitalisation & Artificial Intelligence
As UBL, we continue to align our sustainability roadmap withHEINEKEN's Brew a Better World (BaBW) strategy, focusingon three pillars - Environmental, Social, and Responsible acrossnine ambitions. FY25 continued the integration of BaBW KPIs atUBL under the Brew a Better India programme, and we've madetangible progress across water, carbon, and circularity, whilenavigating a complex regulatory and operational landscape.
The BaBI strategy continues to serve as a cornerstone of oursustainability journey, deeply shaping our business prioritiesand aligning our actions with the United Nations SustainableDevelopment Goals (SDGs). We remain focused on drivingmeaningful progress through carbon emission reduction,leading-edge water stewardship, circularity in packaging, andenhanced accuracy in reporting. From tackling climate changeand water scarcity to fostering equity and inclusion, we arecommitted to being an active force in addressing the world'smost pressing sustainability challenges.
Our actions speak about our deep commitment to businesscontinuity, operational efficiency, and stakeholder value. Ourfocus and actions are inclined towards HEINEKEN Brewing aBetter World 2030 objectives to become;
• Net Zero for all our production sites by 2030,
• Achieve and sustain a 2.9 hl/hl water consumption ratio inthe overall OpCo,
• 2.6 hl/hl water consumption ratio in Water Stressed sites
Our renewable portfolio in India is a mix of thermal renewableenergy with biomass and renewable electricity (RE), comprisingon-site solar rooftops, Power Purchase Agreements (PPAs), andInternational Renewable Energy Certificates (iRECs). In FY25,of the total renewable energy of 98.06%, renewable electricitycontributed 24.71%, and renewable thermal energy 75.29%.We have successfully reduced our Emissions by 61.02% byprocuring iREC certificates and increasing the PPA.
With industrial water demand set to triple by 2050, securingwater is no longer just an environmental issue but is a businessimperative. Our journey started with 7.4 kl/kl in 2006, and in FY25,we have achieved around 3.10 kl/kl. Exposure to HEINEKEN GoodPractices and other technological innovations further fuelledour commitment to water efficiency projects. For example, atour Chopanki brewery in Rajasthan, 20% of production water issourced from treated boiler condensate to meet the regulatoryrequirements of ZLD in that state.
Our waste management systems are designed to maximisereuse and recycling across all operations. A pilot initiativeconducted at our Nelamangala brewery, focused on producingagricultural manure from spent filter powder, sludge from thewastewater treatment, and boiler ash, proved to be a successfulstep toward sustainable waste repurposing. A feasibility studyis currently underway to assess the scalability of this methodacross other sites. In FY25, we achieved approximately 91.92%landfill-free status.
In addition to the initiatives taken in the breweries of UBL,we are also committed to creating a more sustainable workplace.To kickstart this effort, we have already implemented sustainableproduct replacements in our Head Office (HO) and (HO2).This initiative includes switching to printing paper sourced fromrecycled materials, tissues and paper rolls made from recycledand bamboo paper. We plan to expand these changes acrossall our offices and breweries and implement further eco-friendlypractices in the coming months.
Our vision sets the direction, but it is our execution that bringsit to life. As part of this journey, we've evolved our valuecreation model-our 'Green Diamond'-to embed sustainabilityand responsibility alongside organic growth, profitability, andcapital discipline.
The Indian beer industry continues to present a compellinggrowth story, supported by favourable demographic trends,rising disposable incomes, urbanisation, and evolving consumerpreferences. The country's per capita beer consumptionremains significantly lower than global averages, highlightingsubstantial headroom for growth. As consumer awareness andaccessibility improve, the industry is well-positioned to drivehigher penetration, particularly in emerging urban centres andTier 2 and Tier 3 cities.
Premiumisation remains a key growth lever, with consumersincreasingly opting for high-quality, differentiated beer offerings.The market has seen a rise in demand for craft, low-alcohol,and flavoured beers, reflecting evolving preferences and a moresophisticated drinking culture. The rise of modern retail channels,including e-commerce, further accelerates this shift by providinggreater access to diverse product portfolios. Digital platformsand social media continue to influence consumer choices, makingbrand storytelling and engagement more critical than ever.
However, the beer industry in India operates in a highlyregulated environment, characterised by complex state-levelpolicies, high excise duties, and advertising restrictions. Theseregulatory challenges create barriers to market expansionand pricing flexibility. Additionally, ongoing geopoliticaluncertainties, inflationary pressures, and volatility in rawmaterial prices add to the industry's cost challenges. YourCompany is actively mitigating these risks through strategicsourcing, long-term supplier partnerships, and efficiency-drivencost management initiatives.
Despite some easing in inflationary trends, rising input costsremain a concern. The ability to secure price revisions in key
markets is crucial to sustaining margins, especially given theregulatory constraints on pricing adjustments. Your Companycontinues to engage with state governments and policymakersto navigate these challenges while implementing operationalefficiencies to maintain cost competitiveness.
Liquidity and working capital management remain focusareas, especially with state-controlled beverage corporationsimpacting cash flow cycles. Your Company has adopted aproactive approach in engaging with relevant authorities toensure smoother operations and optimise financial health.Investments in digitalisation and automation further enhanceoperational agility, helping to improve productivity andstreamline financial processes.
The competitive landscape is also intensifying, with bothdomestic and international players expanding their presence inIndia. While increased competition fosters category growth, yourCompany's strong brand equity, widespread distribution network,and portfolio of globally recognised brands position is well tocapture market share. The successful launches of products suchas Heineken® Silver, Amstel Grande & London Pilsner demonstratethe Company's ability to respond to shifting consumer preferencesand sustain its leadership position.
Sustainability remains at the core of your Company's long-termstrategy. Water scarcity, environmental concerns, and regulatoryscrutiny around resource consumption necessitate responsibleand sustainable brewing practices. Your Company continues tostrengthen its commitment to sustainability through its "3R”policy (Reduce, Recycle, Recharge) and investments in waterconservation, renewable energy, and sustainable packagingsolutions. Initiatives such as rainwater harvesting and energy-efficient brewery operations further align with global bestpractices and regulatory expectations.
In addition, cyber threats pose a growing risk to businesscontinuity. Your Company has prioritised IT securityenhancements, implementing best-in-class cybersecuritymeasures to safeguard against potential breaches, ransomwareattacks, and data leaks. A robust digital infrastructure andstringent compliance protocols ensure that business operationsremain secure and resilient against evolving threats.
As the industry continues to evolve, attracting and retainingtop talent remains crucial. The Indian job market is becomingincreasingly competitive, and your Company is focusedon building a diverse, inclusive, and dynamic work culture.Leadership development, employee engagement, and skill¬building programme remain key priorities to ensure a motivatedand future-ready workforce.
With a clear strategy centred around driving category growth,winning in mainstream & premium, operational excellence in allstores, leveraging our supply chain footprint & profitability, yourCompany is well-prepared to navigate industry complexities andcapitalise on emerging opportunities. By maintaining a strongfocus on innovation, efficiency, and stakeholder engagement,your Company remains poised for sustained growth andlong-term value creation in the evolving Indian beer market.
Prospects
In recent years, India's beer market has witnessed an unwaveringascent, steadfastly defying economic turbulence and societalnorms. The growth outlook for the Indian beer industry is optimisticand promising. The Indian Beer industry's growth rate in 2024has been significantly high compared to the global beer industryaverage, growth rate, which can be attributed to a confluenceof factors, from shifting demographics to economic resurgence,has ignited intense growth within this dynamic market. India'sdemographic landscape, characterised by a significant youthpopulation, serves as a pivotal driver for the beer industry.
The inclination towards low-alcohol content beverages amongmillennials. A notable rise in female drinkers is propelling marketexpansion, with an escalating demand for diverse and premium-quality beers. As the nation's GDP continues its upward trajectory,so too does the average consumer's purchasing power, and shiftsin consumer behaviour, the Indian beer market is expected tocontinue expanding at a healthy pace.
The instances of liberalisation in retail and distribution furtherbolster the industry's growth prospects. Being a heavilyunderpenetrated market, the outlook for the Indian beerindustry appears to be bright and full of potential.
Amid this dynamic landscape, your Company continues to leadthe market with its strong portfolio, nationwide distributionnetwork, and deep-rooted brand equity. As the industryembraces premiumisation, your Company is well-positioned tocapture the growing demand for higher-end beer offerings. Theiconic Kingfisher brand, complemented by HEINEKEN's globalportfolio, reinforces your Company's leadership across pricesegments and geographies.
The competitive environment is intensifying, with bothdomestic and international players expanding their footprintin India. The emergence of microbreweries, craft beer brands,and global entrants is reshaping consumer expectations. YourCompany's strategic investments in innovation, digitalisation,and operational efficiency will be instrumental in sustaining itsleadership amidst this evolving market. Despite challenges suchas inflationary pressures and global supply chain disruptions,your Company is proactively managing costs through long¬term procurement strategies, efficiency-driven initiatives, andsustainable pricing models.
Looking ahead, your Company remains committed to drivingcategory growth, enhancing its premium beer portfolio, andreinforcing brand loyalty. Investments in capacity expansion,supply chain optimisation, and sustainability initiatives willfurther strengthen its competitive edge. By focusing oncompliance, execution excellence, and talent development, yourCompany is well-equipped to navigate industry complexities andcapitalise on emerging opportunities.
With a strong foundation and a future-ready approach, yourCompany is not just positioned for growth but is actively shapingthe evolution of the Indian beer market.
Capex Programme
Your company remains steadfast in its commitment to strategicinvestments that drive sustainable growth, operationalexcellence, and long-term value creation. In line with thisvision, UBL has announced a significant capital outlay of '750crore to establish a new greenfield brewery in Uttar Pradesh.This marks the Company's first greenfield expansion in over adecade, underscoring its confidence in the burgeoning Indianbeer market. The upcoming brewery, expected to commenceoperations by early 2027.
Beyond this flagship project, UBL's capital expenditureplan encompasses the modernisation of existing facilities,enhancement of supply chain infrastructure, and investmentsin digital transformation initiatives. These forward-lookinginvestments aim to strengthen UBL's market leadership,improve operational resilience, and align with changingconsumer preferences. By emphasising strategic expansionand modernisation, UBL is well-positioned to take advantageof emerging opportunities in India's dynamic beer industry.
Risk Management
The Company is committed to embedding risk managementinto daily decision-making across the organisation. Riskrefers to the possibility of events occurring that couldimpact the achievement of our business objectives. Riskmanagement involves setting objectives, assessing potentialrisks, implementing strategies to manage risk and strategiesto mitigate potential impact, and continuously monitoringthe risk environment. In today's rapidly evolving businesslandscape, coupled with increasing regulatory and compliancedemands, effective risk management is essential to successfullynavigating potential challenges.
Backed by strong internal control systems, the current RiskManagement Framework consists of key elements laying downthe roles and responsibilities in relation to risk management,covering a range of responsibilities, from strategic tooperational. These role definitions, inter alia, provide thefoundation for appropriate risk management procedures,their effective implementation across your Company, andindependent monitoring and reporting.
Risk Management Structure:
The Risk Management Committee of the Board of Directors,constituted by the Board, monitors, and reviews the strategicrisk management plans of your Company as a whole andprovides necessary directions on the same.
The Corporate Risk Team, consisting of Senior Managementemployees, through focused interactions with businesses,facilitates the identification and prioritisation of strategic andoperational risks, the development of appropriate mitigationstrategies, and conducts periodic reviews of the progress on themanagement of identified risks.
Internal Control System
Your Company has established a robust system of InternalControls to ensure that assets are safeguarded, and transactionsare appropriately authorised, recorded, and reported. With theintroduction of Internal Controls over Financial Reporting (ICFR)in the Act, we have made an evaluation of the functioning andquality of internal controls and Corporate Governance Policythat guides the conduct of affairs of your Company and clearlydelineates the roles, responsibilities, and authorities at eachlevel of its governance structure and key functionaries involvedin governance.
The Internal Financial Control framework of your Companyis established in accordance with the COSO (Committee ofSponsoring Organisations) framework and is commensurate withthe size and operations of your Company's business. In additionto a statutory mandate, Internal Audit evaluates and providesassurance of advocacy and effectiveness through periodicreporting. Controls in place are routinely evaluated and auditedby the Internal and Statutory Auditors, and gaps are identified bythe Auditors through a detailed testing exercise. The process ofinternal control ensures orderly and efficient conduct of business,safeguarding of assets, prevention and detection of fraud anderrors, accuracy and completeness of accounting records, andtimely preparation of reliable financial information. FinancialStatements are prepared based on Significant AccountingPolicies that are carefully selected by management. TheAccounting Policies are reviewed and updated from time to time.
These, in turn, are supported by a set of Standard OperatingProcedures (SOPs) that have been established for the business.Internal Control evaluates the adequacy of segregation of duties,transparency in the authorisation of transactions, adequacy ofrecords and documents, accountability & safeguarding of assets,and reliability of the management information system. Thesystems, SOPs, and controls are reviewed and audited by InternalAudit periodically for identification of control deficienciesand opportunities, whose findings and recommendationsare reviewed by the Audit Committee and tracked throughtill implementation.
Your Company believes that the overall internal control systemis dynamic and reflects the current requirements at all times,thereby ensuring that appropriate procedures and operatingand monitoring practices are in place by regular audit andreview processes to ensure that such systems are reinforced onan ongoing basis.
Cash Flow Statement
A Cash Flow Statement for the year ended March 31, 2025,
is appended.
Particulars of Loans, Guarantees, or Investments
Particulars of loans given, investments made, guarantees
given, and securities provided, along with the purpose
for which the loan or guarantee, or security provided,
is proposed to be utilised by the recipient, are disclosedin the Notes to the Standalone Financial Statements.The Company has not advanced loans to Directors/toa Company in which the Director is interested, to whichprovisions of Section 185 of the Act apply.
Depository System
The trading in the Equity Shares of the Company is undera compulsory dematerialisation mode. The Companyhas agreed with National Securities Depository Limitedand Central Depository Services (India) Limited by theprovisions of the Depositories Act, 1996, and as per thedirections issued by the Securities and Exchange Boardof India. As the depository system offers numerousadvantages, Members are requested to take advantage ofthe same and avail the facility of dematerialisation of theCompany's Shares.
Deposits
The Company has not accepted any deposits, includingfrom the public, and, as such, no amount of principal orinterest was outstanding as on the Balance Sheet date.
Material changes and commitments
There have been no material changes and commitmentsaffecting the financial position of the Company betweenthe end of the financial year and the date of this Report.There has been no change in the business of the Company.
Subsidiary
During the year, the Board of Directors reviewed theaffairs of the subsidiary. In accordance with Section 129(3)of the Act, we have prepared the consolidated financialstatements of the Company, which form part of this AnnualReport. Further, a statement containing the salient featuresof the financial statements of our Subsidiary and Associatein the prescribed format AOC-1 is annexed as Annexure - Cto this Board's Report. The statement also provides detailsof the performance and financial position of the subsidiary,along with the changes that occurred, during FY25.
In accordance with Section 136 of the Act, the auditedfinancial statements, including the Consolidated financialstatements and related information of the Company andaudited accounts of its subsidiary, are available on ourwebsite, at www.unitedbreweries.com
Related Party Transactions
Details of transactions with related parties as definedin the Act and the Rules framed thereunder, the ListingRegulations, and IND AS 24, have been reported inthe Notes to financial statements. The Company hasformulated a policy on the materiality of RelatedParty Transactions and on dealing with Related PartyTransactions (RPT), which is placed on the Company'swebsite, at: Policy on Related Party Transactions.pdf
All transactions entered by the Company during FY25 withrelated parties were in the ordinary course of business andon an arm's length basis. During the year, the Company hasnot entered into any transaction with related parties thatcould be considered material by the policy of the Company.Accordingly, the disclosure of RPTs as required under Section134(3)(h) of the Act in Form AOC-2 is not applicable.
Cautionary Statement
Statements in this Report, particularly those which relate to'Management Discussion and Analysis' and 'Opportunities,Threats, Risks, and Concerns,' describing the Company'sobjectives, projections, estimates, and expectations, mayconstitute 'forward-looking statements' within the meaningof applicable laws and regulations. Actual results mightdiffer materially from those either expressed or implied.
Internal Complaints Committee
In accordance with the requirements of the SexualHarassment of Women at Workplace (Prevention,Prohibition & Redressal) Act, 2013 (POSH Act) and the Rulesmade thereunder, the Company has in place a policy whichmandates no tolerance against any conduct amounting tosexual harassment of women at workplace. The Companyhas constituted Internal Complaints Committee(s) (ICCs)to redress and resolve any complaints arising under thePOSH Act. Training/awareness programme are conductedthroughout the year to create sensitivity towards ensuringa respectable workplace.
The ICC consists of not less than 4 Members and hasSenior-level women employees as Presiding officers, oneexternal Member from NGOs or associations committed tothe cause of women, and employees committed to the causeand prevention of issues relating to sexual harassment.
Vigil Mechanism and Whistle-Blower Policy
The Company has a Vigil Mechanism and Whistle-Blowerpolicy under which the employees are encouraged to reportviolations of applicable laws and regulations and the Codeof Conduct - without fear of any retaliation. The reportablematters may be disclosed to the Ethics & ComplianceTask Force, which operates under the supervision of theAudit Committee. Employees may also report violationsto the Chairperson of the Audit Committee. There was noinstance of denial of access to the Audit Committee. Nowhistle-blowing complaints are leading to material fraudor have an impact on the financials of the Company.
The details of the establishment of the vigil mechanism aredisclosed in the Company's Code of Business Conduct, whichis available on the Company's website and can be accessedat Code of Business Conduct And Ethics.pdf
Remuneration details of Directors and KMPs
Disclosures relating to remuneration and other details asrequired under Section 197(12) of the Act read with rule5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 (hereinafter referredto as the "Rule") form part and is annexed as Annexure-Dof this Board's Report.
In terms of the provisions of Section 197(12) of the Actread with rules 5(2) and 5(3) of the said Rule, a statementshowing the names and other particulars of employeesdrawing remuneration in excess of the limits set out in thesaid Rule forms part of this Board's Report. However, interms of first provision of Section 136(1) of the Act, theAnnual Report and Accounts are being sent to the Membersand others entitled thereto, excluding the aforesaidinformation. If any Member is interested in obtaining acopy thereof, such Member may write to the CompanySecretary & Compliance Officer, stating their Folio No./ DPID and Client ID, whereupon a copy would be sent.
Employees' Stock Option Scheme
HEINEKEN, as the Parent Company, provided Shares toeligible employees of UBL under the HEINEKEN SeniorManagement Reward Programme.
The Company is committed to maintaining the higheststandards of governance and has also implemented severalbest governance practices. The Corporate GovernanceReport, as per the Listing Regulations, forms part of thisAnnual Report. A certificate from the Auditors of the Companyconfirming compliance with the conditions of CorporateGovernance forms part of Corporate Governance Report.
Board Diversity
The Company recognises and embraces the importanceof a diverse Board in its success. We believe that a trulydiverse Board will leverage differences in ideas, perspective,regional and industry experience, cultural and geographicalbackground, age, ethnicity, race, gender, knowledge, andskills including expertise in financial, diversity, globalbusiness, leadership, information technology, Board serviceand governance, sales and marketing, Environmental, Socialand Governance (ESG), risk management and cybersecurityand other domains, which will ensure that the Companyretains its competitive advantage. Additional details onBoard diversity are available in the Corporate Governancesection that forms part of this Annual Report.
Code of Business Conduct and Ethics
The Board of Directors of UBL has adopted a Code ofBusiness Conduct in terms of the Listing Regulations,which has been posted on the Company's website at:Code of Business Conduct and Ethics.pdf
Code for Prevention of Insider Trading
Your Company has adopted a comprehensive 'Code ofConduct to Regulate, Monitor and Report of Trading byInsiders' and a 'Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information'relating to the Company, under the provisions of theSecurities Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015.
The Board of Directors has approved and adopted the 'Codeof Conduct to Regulate, Monitor and Report of Trading byInsiders' and a 'Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information.'
Policy on Director's appointment and remuneration
The current policy is to have an appropriate mix of executive,non-executive, and independent Directors to maintain theindependence of the Board and separate its functions ofgovernance and management. As of March 31, 2025, theBoard had 10 (ten) Members, consisting of two executiveDirectors, three Non-Executive Non-Independent Directors,and five Non-Executive Independent Directors. Amongsttwo women Non-Executive Directors, one is IndependentDirector. The details of Board and committee composition,tenure of Directors, areas of expertise, and other details areavailable in the Corporate Governance section that formspart of this Annual Report.
The policy of the Company on Director's appointment, KMP& Senior Management, and remuneration, including thecriteria for determining qualifications, positive attributes,independence of a Director, and other matters, asrequired under sub-section (3) of Section 178 of the Act, isavailable on the Company's website and can be accessedat Remuneration-Policy.pdf
We affirm that the remuneration paid to the Directors andcriteria for making payments to Non-Executive Directorsof the Company is as per the terms laid down in theRemuneration Policy.
Dividend Distribution Policy
As required under Regulation 43A of the Listing Regulations,the Company has formulated a Dividend Distribution Policy.This policy can be viewed on the Company's website andcan be accessed at Dividend Distribution Policy 2016.pdf
Annual Return
The draft Annual Return of the Company as on March 31,2025, is available on the Company's website and can beaccessed at https://www.unitedbreweries.com/pdf/AGM/Annual%20Return%20MGT--7-2024-2025.pdf
Secretarial Standards
The Company has followed the applicable SecretarialStandards, with respect to Meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2) issued by theInstitute of Company Secretaries of India.
Management's Responsibility for Internal FinancialControl and its adequacy
The Company's management is responsible forestablishing and maintaining internal financial controlsbased on the internal control with reference to StandaloneFinancial Statements criteria established by the Companyconsidering the essential components of internal controlstated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Instituteof Chartered Accountants of India ("ICAI”). Theseresponsibilities include the design, implementation andmaintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly andefficient conduct of its business, including adherence tothe Company's policies, the safeguarding of its assets,the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, andthe timely preparation of reliable financial information, asrequired under the Act.
Directors and Key Managerial Personnel (KMP)
The Board of the Company currently comprises 10 (ten)Directors with a balanced combination of Executive,Non-Executive Non-Independent Directors, andNon-Executive Independent Directors.
(I) Resignation of Director:
Radovan Sikorsky (DIN 09684447), Whole-TimeDirector (designated as Director and Chief FinancialOfficer), resigned from the said position with effectfrom the close of business hours of June 30, 2024.
(II) Appointment of Directors:
The Board of Directors of the Company, basedon the recommendation of the Nomination andRemuneration Committee, appointed:
(a) Jorn Elimar Kersten (DIN 10643152) asan Additional Director (in the capacity ofWhole-Time Director designated as Directorand Chief Financial Officer & Key ManagerialPersonnel) of the Company with effect fromAugust 01, 2024, for a term of 3 (three) yearstill July 31, 2027, and his appointment wasregularized and approved by the Members of theCompany at the AGM held on August 01, 2024.Jorn is liable to retire by rotation.
(b) Yolanda Talamo (DIN 10704805) as anAdditional Director (in the capacity of Non¬Executive Non-Independent Director) of theCompany with effect from the conclusion ofthe AGM held on August 01, 2024, and herappointment was regularised and approved bythe Members of the Company through PostalBallot on September 12, 2024. Yolanda is liableto retire by rotation.
(c) Radovan Sikorsky (DIN 09684447) as anAdditional Director (in the capacity ofNon-Executive Non-Independent Director) ofthe Company with effect from the conclusionof the AGM held on August 01, 2024, and hisappointment was regularised and approved bythe Members of the Company through PostalBallot on September 12, 2024. Radovan is liableto retire by rotation.
(d) Ranjan Ramdas Pai (DIN 00863123) asan Additional Director (in the capacity ofNon-Executive Independent Director) of theCompany with effect from October 24, 2024, fora term of 5 (five) years till October 23, 2029, andhis appointment was regularised and approvedby the Members of the Company through PostalBallot on December 13, 2024.
In the opinion of the Board, Ranjan Ramdas Pai,Non-Executive Independent Director, appointedduring the year, possesses requisite integrity,expertise, experience, and proficiency.
(III) Re-appointment of Director retiring by rotation:
Jorn Elimar Kersten (DIN 10643152) Whole-TimeDirector (designated as Director and Chief FinancialOfficer), retires by rotation at this AGM, and beingeligible, has offered himself for re-appointment.A resolution for the re-appointment of Jorn ElimarKersten is proposed at this AGM.
(IV) Stepping down:
(a) Kiran Mazumdar Shaw (DIN 00347229) steppeddown as Director (designated as Non-ExecutiveIndependent Director) of the Company, witheffect from the conclusion of the AGM held onAugust 01, 2024.
(b) Christiaan August J Van Steenbergen(DIN 07972769) stepped down as Director(designated as Non-Executive Non-IndependentDirector) of the Company, with effect from theconclusion of the AGM held on August 01, 2024.
The Board of Directors expressed their deepestgratitude to Kiran Mazumdar Shaw and ChristiaanVan Steenbergen for their invaluable contributions anddedicated services over the past 15 years and 7 yearsrespectively. The Board noted that their leadership andcommitment had played a pivotal role in the growth andsuccess of the Company. Also, their strategic insights,unwavering professionalism, and collaborative spiritshad been greatly appreciated by all the Board Memberswho had the pleasure in working with them. The Boardfurther expressed that during their tenure, both KiranMazumdar Shaw and Christiaan Van Steenbergen hadhelped navigate numerous challenges and had beeninstrumental in achieving several key milestones. Theirefforts had left a lasting impact, and their legacy wouldcontinue to inspire the Company as we move forward.
(V) Appointment of Company Secretary & ComplianceOfficer:
The Board of Directors of the Company, based on therecommendation of the Nomination & RemunerationCommittee, appointed Nikhil Malpani (ICSIMembership Number-A20869) as Company Secretary& Compliance Officer and Key Managerial Personnelof the Company with effect from May 07, 2024.
Meetings of the Board and Committees
The meetings of the Board and Committees arepre-scheduled, and a tentative calendar of the meetings arefinalised in consultation with the Directors was circulated inadvance to facilitate them to plan their schedule. In caseof special and urgent business needs, approval is takenby passing resolutions through circulation. The Board met5 (five) times during the FY25. Other details, including thecomposition of the Board and various Committees andmeetings thereof held in FY25, are given in the CorporateGovernance section forming part of this Annual Report. Themaximum interval between Board Meeting, Audit Committeeand Risk Committee meetings did not exceed the limits asprescribed under the Act and the Listing Regulations.
Board Evaluation and Familiarisation Programme
The details of the familiarisation programme, annual Boardevaluation for Directors, policy on Directors' appointmentand remuneration, including criteria for determiningqualifications, positive attributes, independence ofDirectors, and remuneration for Directors, forms part ofthe Corporate Governance section of this Annual Report.
Declaration by Independent Director
During the year, 1 (one) meeting of the IndependentDirector was held on June 01, 2024. The Company hasreceived the necessary declarations from each independentDirector under section 149(7) of the Act, that (i) he/shemeets criteria of independence laid down in Section 149(6)of the Act, (ii) Code for independent Directors as laid downunder Schedule IV of the Act and Regulation 16(1) (b) ofthe Listing Regulations. The independent Directors havefurther confirmed that they have registered their names onthe online databank maintained by the Indian Institute ofCorporate Affairs.
Audit Committee
The Audit Committee of the Board of Directors isconstituted to act by the terms of reference and performroles, as prescribed under the Act and Listing Regulations.The composition of the Audit Committee, its terms ofreference, roles, and details of meetings convened and heldduring the year under review are given in the CorporateGovernance section that forms part of this Annual Report.During the year under review, all the recommendationsof the Audit Committee were accepted and approved bythe Board.
Nomination and Remuneration Committee (NRC)
The NRC is constituted by the terms of reference andperform roles, remuneration policy as prescribed under theAct and Listing Regulations. The composition of the NRC, itsterms of reference, roles, and details of meetings convenedand held during the year under review forms of part ofCorporate Governance section of this Annual Report.
The salient features of the remuneration policy are alsoprovided in the Corporate Governance section forming partof this Annual Report.
During the year under review, all the recommendationsof the Nomination and Remuneration Committee wereaccepted and approved by the Board.
Statutory Auditors and Audit Fees
Deloitte Haskins & Sells LLP, Chartered Accountants, wasappointed as the Statutory Auditors of the Company for aterm of 5 (five) consecutive years, at the 23rd AGM held onAugust 10, 2022. The Auditors have confirmed that theyare not disqualified from continuing as the Auditors ofthe Company.
The Auditors' Report does not contain any qualification,reservation, adverse remark, or disclaimer. The Notes to thefinancial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
During the year, the total audit fees paid to the StatutoryAuditors amounted to ' 364 Lakhs (including fees for taxaudit, quarterly limited reviews, certificates, and groupreporting). The total audit fees excluded goods and servicestax and other expenses.
Secretarial Auditors and Audit Report
The Board has appointed BMP & Co., LLP, PracticingCompany Secretary, to conduct Secretarial Audit of theCompany for a period of 5 years i.e. from FY2025-26 to2029-30, subject to approval of the Members at theensuing AGM. The Secretarial Audit Report for the financialyear ended March 31, 2025, forms part of the CorporateGovernance section of this Annual Report. The SecretarialAudit Report does not contain any qualification, reservation,adverse remark, or disclaimer.
Cost Records and Cost Audit
Maintenance of cost records and the requirement of costaudit as prescribed under the provisions of Section 148(1)of the Act are not applicable for the business activitiescarried out by the Company for the FY25.
Annual Secretarial Compliance Report
The Company has undertaken an examination of allapplicable compliances as per Listing Regulations andCirculars/Guidelines issued thereunder, for the FY25.The Annual Secretarial Compliance Report, as issued by
BMP & Co., LLP, Practicing Company Secretary, should besubmitted to the Stock Exchanges within 60 (sixty) daysof the end of FY25. This Report does not contain anyqualifications, reservations, adverse remarks or disclaimerfor the FY25.
Reporting of fraud by Auditors
During the year under review, neither the StatutoryAuditors nor the Secretarial Auditors has reported to theAudit Committee, under Section 143(12) of the Act, anyinstances of fraud committed against the Company by itsofficers or employees, the details of which would need tobe mentioned in this Report.
6. Conservation of energy, research & development,technology absorption, foreign exchange andearnings, and outgo
Conservation of Energy
The Company is taking continuous steps to conserve energy.Its "Sustainability” initiatives are disclosed separately aspart of this Report. The particulars, as prescribed undersub-section (3)(m) of Section 134 of the Act, read withthe Companies (Accounts) Rules, 2014, are annexed asAnnexure - E to this Board's Report.
Foreign Exchange Earnings and Outgo
During FY25, total foreign exchange earnings of theCompany stood at ' 27,752 Lakhs (Previous Year: ' 21,907Lakhs), and foreign exchange outgo stood at ' 72,077Lakhs (Previous Year: ' 36,326 Lakhs)
The Ministry of Corporate Affairs (MCA) constituted aCommittee on Business Responsibility Reporting ("theCommittee”) to finalise business responsibility reportingformats for listed and unlisted companies, based on theframework of the National Guidelines on ResponsibleBusiness Conduct (NGRBC). Through its report, theCommittee recommended that Business ResponsibilityReport disclosures be based on ESG parameters, compellingorganisations to holistically engage with stakeholders andgo beyond regulatory compliance in terms of businessmeasures and their reporting.
The BRSR disclosures form a part of this Report. The non¬financial sustainability disclosures (BRSR Core) have beenindependently assured by SGS India Private Limited.
Environmental, Social, and Governance (ESG)
Our focus remains firm on advancing our journey towardsnet-zero carbon emissions, maximising circularity, reducingwater consumption, and fully replenishing the water usedin our products across water-stressed regions. On thesocial front, we prioritise inclusion and diversity, foster afair and safe workplace, and strive to positively impact thecommunities we engage with. We are building authentic
partnerships to address the harmful use of alcohol, makemoderation aspirational, and provide clear, transparentinformation on our products. Guided by our core valuesand a strong foundation of corporate governance, weaim to serve the interests of all our stakeholders and leadby example.
The CSR and ESG Committee, constituted by the Board,provides oversight on the organisation's ESG priorities,initiatives, and alignment with leading ESG practices. TheCommittee reports to the Board and meets regularly toreview progress against the ambitions outlined in our Brewa Better India (BaBI) 2030 strategy.
Significant and Material Orders
No significant material orders passed, or stringent actionstaken by the regulators, courts, or tribunals, impact thegoing concern status and the Company's operations in thefuture. However, we bring to your attention the followingdevelopments/orders for the sake of transparency.
i) Competition Commission of India (CCI):
On September 24, 2021, the CCI passed an order underSection 27 of the Competition Act, 2002 ("CompetitionAct”) in Suo Motu Case No. 06 of 2017 and imposedpenalties on three beer companies, including theCompany for alleged contravention of Section 3 of theAct ("CCI Order"). The penalty imposed on the Companyis ' 751.83 crores ("the Penalty"). The Company andother appellants filed appeals challenging the CCIOrder before the National Company Law AppellateTribunal ("NCLAT"). The NCLAT stayed the CCI Order,including recovery of the penalty amount imposed bythe CCI, subject to a deposit of 10% of the penalty,by the Company. The NCLAT dismissed the appealsvide order dated December 23, 2022 ("NCLAT Order").The Company and other appellants have filed appealsagainst the NCLAT Order in the Supreme Court of India("Supreme Court"). The Supreme Court admitted theappeals vide order dated February 17, 2023 ("SC Order"),stayed the NCLAT Order and consequently, the CCIOrder, subject to a deposit of an additional 10% of thepenalty, over and above the amount already depositedwith NCLAT. The Company has already deposited 20%of the penalty by way of fixed deposits in favour of theRegistrar, NCLAT in pursuance of NCLAT Order and theSC Order.
ii) Bihar Industrial Area Development Authority(BIADA):
BIADA had allotted 42 Acres of land ("the Land") tothe Company on June 3, 2011, in Kopakalan IndustrialArea, Naubatpur, District Patna, on a lease basis forestablishing a brewery. The Company had establisheda brewery over the Land, which was closed on April 1,2017, upon imposition of prohibition by the Bihar StateGovernment. The Company restarted the unit over the
Land and commenced production of non-alcoholicbeverages in the unit in October 2018 after obtainingapprovals from all statutory authorities. On June 25, 2022,BIADA issued a show cause notice for the cancellationof allotment/ lease of the land due to non-operationof the unit. The Company replied that the productionwas temporarily stopped since it had sufficient stocksto meet the demand for its products and sought anextension to restart production. BIADA cancelled theallotment of the land vide order dated December 16,2022, against which the Company filed a writ before theHigh Court of Patna. The High Court vide order datedJanuary 25, 2023, directed BIADA to maintain the statusquo and directed the Company to file an undertakingthat it will commence commercial production in the unit.The Company has filed an undertaking in the High Courtthat it will start commercial production in the unit withBIADA recalling the order of cancellation. Subsequently,on February 8, 2023, the High Court directed BIADA totake a policy decision to deal with the situation arisingout of the action of BIADA in the present petition andidentical matters. On August 10, 2023, BIADA notifiedtwo policies for availing options by the allottees to either(i) surrender the land, or (ii) sell/transfer the land; and onOctober 5, 2023, BIADA notified another policy also tocontinue manufacturing activities over the allotted land.
On October 30, 2023, the Company filed anapplication to amend the writ to include additionalmatters related to setting aside the policy related tothe continuance of the manufacturing activities overthe allotted land which has stringent conditions oralternatively direct BIADA to extend the period to sixmonths to avail the option to sell/ transfer the land.The matter is pending with the High Court.
The orders/proceedings mentioned above do nothave any impact on the going concern status ofthe Company.
Your Directors state that no disclosure or reporting isrequired in respect of the following matters as therewere no transactions on these matters during the yearunder review:
i. The Company has not issued any shares withdifferential voting rights/sweat equity shares
ii. There was no revision in the Financial Statement
iii. There has been no change in the nature of the businessof the Company as on the date of this Report.
iv. Neither the Managing Director & Chief ExecutiveOfficer nor the Director & Chief Financial Officer ofthe Company receives any salary or commission fromthe subsidiary Company.
v. No application has been made under the Insolvencyand Bankruptcy Code; hence the requirement to
disclose the details of application made or anyproceeding pending under the Insolvency andBankruptcy Code, 2016 (31 of 2016) during the yearalong with their status as at the end of the financialyear is not applicable.
vi. There was no instance of one-time settlement withany Bank or Financial Institution.
vii. The requirement to disclose the details of thedifference between the amount of the valuation doneat the time of one-time settlement and the valuationdone while taking a loan from the Banks or FinancialInstitutions, along with the reasons thereof, is notapplicable; and
viii. During the year, there was no change in the status ofsubsidiary, associate, and joint venture companies asmay be applicable.
The financial statements are prepared by the IndianAccounting Standards (Ind AS) under the historicalcost convention on an accrual basis, except for certainfinancial instruments, which are measured at fair values,the provisions of the Act, and guidelines issued by SEBI.The Ind AS as are prescribed under Section 133 of the Act,read with Rule 3 of the Companies (Indian AccountingStandards) Rules, 2015, and relevant amendmentrules issued thereafter. Accounting policies have beenconsistently applied except where a newly issuedaccounting standard is initially adopted or a revision toan existing accounting standard requires a change in theaccounting policy hitherto used.
Your Directors states that:
a) in the preparation of the annual accounts for thefinancial year ended March 31, 2025, the applicableaccounting standards, read with requirements set outunder Schedule III to the Act, have been followed, andthere are no material departures from the same;
b) the Directors have selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of theCompany at the March 31, 2025 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theAct for safeguarding the assets of the Companyand for preventing and detecting fraud andother irregularities;
d) the Directors have prepared the annual accounts ona going concern basis.
e) the Directors have laid down internal financialcontrols to be followed by the Company, and thatsuch internal financial controls are adequate and areoperating effectively; and
f) the Directors have devised proper systems toensure compliance with the provisions of allapplicable laws, and such systems are adequate andoperating effectively.
All Annexures referred to in the Board's Report have been
disclosed under the Statutory Information forming part of
this Annual Report.
We thank our clients, customers, vendors, investors, members,suppliers, bankers, business partners and associates, financialinstitutions, employee volunteers, central and state governments,and other government agencies for their continued supportand encouragement of the Company during the year and lookforward to their continued support in the future. We placeon record our appreciation for the contribution made by ouremployees at all levels. Our consistent growth was made possibleby their hard work, solidarity, cooperation, and support.
For and on behalf of the Board of Directors ofUnited Breweries Limited
Anand Kripalu Vivek Gupta
Place: Bengaluru Chairman Managing Director
Date: May 07, 2025 DIN: 00118324 DIN: 10311134