Your directors feel immense pleasure in presenting the 50^th Annual Report of Dabur India Limited ("Dabur", "Company" or "Your
Company"), for the financial year ended March 31, 2025 ("FY 2024-25").

FINANCIAL RESULTS

The standalone and consolidated financial performance of the Company is summarised in the table below:

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

DIVIDEND

The Company has paid an interim dividend of Rs. 2.75 per
share of Re.1/- each fully paid up (being 275%) on November
22, 2024. We are pleased to recommend a final dividend
of Rs. 5.25 per equity share of Re.1/- each fully paid up
(being 525%) for FY 2024-25. The dividend recommended,
if approved by the members, will be paid to the members
within the period stipulated under the Companies Act, 2013
("the Act"). The aggregate dividend for the year will amount
to Rs. 8/- per equity share of Re.1/- each fully paid up (being
800%) as against Rs. 5.50 per share of Re.1/- each fully paid
up (being 550%) declared last year. The dividend payout
ratio for the current year is at 80.21%. The dividend
recommended is in accordance with the Company's Dividend
Distribution Policy in accordance with Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and the Act. The policy is available on the
Company's website at weblink https://www.dabur.com/sites/
default/files/2021-05/166-Dividend-Distribution-Policy 0.pdf

Unpaid/ unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Act, final
dividend for FY 2016-17 amounting to Rs. 47,77,468/- and
interim dividend for FY 2017-18 amounting to Rs. 59,77,102/-
which remained unpaid/ unclaimed for a period of 7 years,
from the date it was lying in the unpaid dividend account, has
been transferred by the Company to the Investors Education
and Protection Fund ("IEPF") of the Central Government. The
due dates for transfer of unpaid dividend to IEPF for subsequent
years is provided in the Corporate Governance Report. The list
of unpaid dividends declared up to FY 2023-24 (updated up
to the date of 49^th Annual General Meeting ("AGM") held on
August 08, 2024) and for interim dividend declared during
FY 2024-25 is available on Company's website www.dabur.
com. Shareholders are requested to check the said lists and if
any dividend due to them remains unpaid in the said lists, can
approach the Company for release of their unpaid dividend.

FINANCIAL STATEMENTS

As per the provisions of the Act and in accordance with the
Circulars issued by the Ministry of Corporate Affairs ("MCA")
and Securities and Exchange Board of India ("SEBI"), from
time to time, the Annual Report 2024-25 containing Balance
Sheet, Statement of Profit & Loss, other statements and notes
thereto, including consolidated financial statements, prepared
as per the requirements of Schedule III to the Act, Directors'
Report (including Integrated Report, Management Discussion

& Analysis and Corporate Governance Report) is being sent to
all shareholders through permitted mode.

The Annual Report 2024-25 is also available on the Company's
website at www.dabur.com.

Consolidated Financial Statements

In compliance with the applicable provisions of the Act
including the Indian Accounting Standard Ind AS 110 on
Consolidated Financial Statements, this Annual Report also
includes Consolidated Financial Statements for FY 2024-25.
During FY 2024-25, Consolidated Total Income was
Rs.13,113.19 crores as against Rs.12,886.42 crores in the
previous year. Further, Net Profit after Tax (after minority
interest) for the year stood at Rs. 1,767.63 crores as against
Rs.1,842.68 crores in the previous year.

Operations and Business Performance

Dabur is the largest Ayurvedic company in India and worldwide
and has a repertoire of products based on the principles of
Ayurveda for health and wellness, everyday personal care
and value-added foods. During 2024-25, Dabur increased
consumer engagement with its brands, rolling out a series of
activations and initiatives to build greater brand equity and
awareness. Dabur has been investing in expanding its retail
footprint by entering newer villages and also growing its
penetration in Indian households through a wider range of
products based on natural ingredients.

The year saw Dabur sign a facilitation Memorandum of
Understanding (MoU) with the Government of Tamil Nadu to
set up a new consumer goods manufacturing facility in the
State, which will be Dabur's first such unit in South India and
14th new location in the country. Dabur's latest state-of-the-art
multi-category manufacturing facility will be set up in SIPCOT
Tindivanam, Tamil Nadu. This will be amongst Dabur's most
modern and environment-friendly manufacturing facilities with
the capacity to manufacture a range of Dabur's products for
the South market.

Internationally, over the years, Dabur has evolved into a global
powerhouse, establishing its presence in more than 120
countries worldwide with manufacturing presence across eight
countries.

Dabur ended the year 2024-25 with a Consolidated Revenue
from Operations of Rs.12,563 crore and Consolidated
Operating Profit of Rs.2,317 crore. Profit after Tax after minority
stood at Rs.1,768 Crore. The International Business reported a
constant currency growth of 17.2% in FY25.

For detailed information, kindly refer to the Integrated
Report, Management Discussion & Analysis and Corporate
Governance Report which forms part of this report.

CORPORATE GOVERNANCE

Good governance practices are the established norm at Dabur.
The Company is committed to focusing on long term value
creation and protecting stakeholders' interests by applying
proper care, skill and diligence to business decisions. Besides
complying with the legal framework of corporate governance
practices, Dabur has voluntarily adopted and evolved various
practices of governance conforming to highest ethical and
responsible standards of business, globally benchmarked. The
Company has also formulated a Policy on Group Governance
to monitor the governance of its unlisted subsidiaries across
the globe.

The report on Corporate Governance as stipulated under the
Listing Regulations forms part of the Annual Report. A certificate
from Auditors of the Company regarding compliance of the
conditions of Corporate Governance, as stipulated under
Schedule V of the Listing Regulations is annexed as "Annexure
1" and forms part of this report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

At Dabur, fulfilment of environmental, social and governance
responsibility is an integral part of the way the Company
conducts its business.

In terms of the Regulation 34 of the Listing Regulations, the
Business Responsibility and Sustainability Report is available
on the website of the Company www.dabur.com at weblink
https://www.dabur.com/investor/financial-information/
reports/1271/Business-Responsibility-Reports . Any Member
interested in obtaining a physical copy of the same may write
to the Company Secretary at the Registered Office of the
Company.

CREDIT RATING

During the year, the Company has sustained its long-term bank
facility credit rating of AAA (Stable) which has been reaffirmed
by CRISIL. Further CRISIL has reaffirmed the rating of NCD
programme of the Company as AAA (Stable). The Company's
short term bank facility credit rated as A1 by CRISIL, has been
reaffirmed. The rating of A1 for Commercial Paper has also

been reaffirmed by CRISIL. These rating indicates a very strong
degree of safety with regard to timely payment of interest and
principal. Such instruments carry lowest credit risk.

Further, ICRA has reaffirmed the rating on long term NCD
programme of the Company as AAA (Stable). Further, ICRA
has assigned the rating on the Bank limits (rated on long term
and short scale) of Rs. 1,000 crores of the Company. Long
term Bank limits have been rated as AAA and Short-term
limits as A1 . These rating indicates highest degree of safety
regarding timely servicing of financial obligations. The rated
instrument carries lowest credit risk and the outlook on the
long-term rating is stable.

DIRECTORS

Pursuant to Sections 149, 152 and other applicable
provisions of the Act, one-third of such Directors as are
liable to retire by rotation, shall retire every year and,
if eligible, offer themselves for re-appointment at every
AGM. Accordingly, Mr. Mohit Burman (DIN:00021963),
Non-Executive Director will retire by rotation at the ensuing
AGM, and being eligible, offers himself for re-appointment in
accordance with provisions of the Act.

As per Sections 149, 150 and 152, read with Schedule IV
of the Act, the Company had appointed Mr. Mukesh Hari
Butani (DIN: 01452839) as a Non-Executive Independent
Director of the Company for a term of 5 (five) consecutive
years w.e.f. January 01, 2021 to December 31, 2025. He
is eligible for re-appointment as Independent Director.
Considering the good performance evaluation report of the
director, the Board of Directors of the Company ("the Board"),
on the recommendation of Nomination and Remuneration
Committee, in their meeting held on May 07, 2025 have re¬
appointed him for a second term of 5 (five) consecutive years,
with effect from January 01, 2026 to December 31, 2030,
subject to approval of shareholders in the ensuing AGM.

The Company has received necessary disclosures and
notices with respect to re-appointment of Directors
mentioned above.

As per Sections 149, 150 and 152, read with Schedule IV of the
Act, during the year the Company has also appointed following
persons as Non-Executive Independent Directors of the Company:

• Mr. Romesh Sobti (DIN: 00031034) was appointed w.e.f.
April 01, 2024, for a term of 5 (five) consecutive years
till March 31, 2029. His appointment was approved by
shareholders of the Company by special resolution by way
of postal ballot on May 04, 2024.

• Mr. Ravi Kapoor (DIN: 00185981) has been appointed
w.e.f. June 25, 2024 for a term of 5 (five) consecutive
years till June 24, 2029. His appointment was approved
by shareholders of the Company by special resolution at
the AGM of the Company held on August 08, 2024.

The Company has received necessary declaration from all the
Independent Directors under Section 149(7) of the Act and
Regulation 25(8) of the Listing Regulations confirming that they
meet the criteria of independence as laid down in Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations.
The Company has also received from them, declaration of
compliance of Rule 6(1) & (2) of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, regarding online
registration with the Indian Institute of Corporate Affairs, Manesar,
for inclusion/ renewal of name in the data bank of Independent
Directors. With regard to integrity, expertise and experience
(including the proficiency) of the Independent Directors, the
Board of Directors have taken on record the declarations and
confirmations submitted by the Independent Directors and is of
the opinion that they are persons of integrity and possess relevant
expertise and experience and their continued association as
Director will be of immense benefit and in the best interest of
the Company. With regard to proficiency of the Independent
Directors, ascertained from the online proficiency self-assessment
test conducted by the Institute, as notified under Section 150(1)
of the Act, the Board of Directors have taken on record the
information submitted by Independent Directors that they have
complied with the applicable laws.

A brief resume of the directors being re-appointed, the nature of
expertise in specific functional areas, names of companies in which
they hold directorships, committee memberships/ chairmanships,
their shareholding in the Company, etc., have been furnished in the
explanatory statement to the notice of the ensuing AGM.

On the recommendation of the Nomination and Remuneration
Committee, the Board of Directors of your Company
recommend their reappointment at the ensuing AGM.

Mr. P.N. Vijay (DIN: 00049992), Mr. R.C. Bhargava (DIN:
00007620), Dr. S. Narayan (DIN: 00094081), Dr. Ajay Dua
(DIN: 02318948) ceased to be Non-Executive Independent
Directors of the Company w.e.f. July 22, 2024 on completion of
their second term in the Company. Mrs. Falguni Sanjay Nayar
(DIN: 00003633) ceased to be Non-Executive Independent
Director of the Company w.e.f. July 28, 2024 on completion
of her second term in the Company.

None of the Directors of the Company are related inter-se
in terms of Section 2(77) of the Act including rules made
thereunder.

Key Managerial Personnel

As at March 31, 2025, following are the Key Managerial
Personnel (KMP) of the Company as per Sections 2(51) and
203 of the Act:

• Mr. Pritam Das Narang, Whole-time Director

• Mr. Mohit Malhotra, Whole-time Director & Chief Executive
Officer

• Mr. Ashok Kumar Jain, Executive Vice President (Finance)

& Group Company Secretary and Chief Compliance
Officer

^• Mr. Ankush Jain, Chief Financial Officer

• Mr Saket Gupta, Company Secretary

During the year under review, Mr. Saket Gupta was appointed
as the Company Secretary and Compliance Officer of the
Company w.e.f. August 02, 2024 and Mr. Ashok Kumar Jain,
Executive Vice President (Finance) and Company Secretary
was elevated to the position of Executive Vice President
(Finance) & Group Company Secretary effective that date. Mr.
Ashok Kumar Jain was w.e.f. January 30, 2025 also designated
as Chief Compliance Officer and KMP and Mr. Saket Gupta
demitted the office of Compliance Officer effective that date.

Policy on Directors' appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Act,
the policy on appointment of Board members including
criteria for determining qualifications, positive attributes,
independence of a director and the policy on remuneration of
directors, KMP and other employees are annexed as "Annexure
2 & 3" respectively to this report. The same are also available
on the website of the Company at www.dabur.com at weblink
https://www.dabur.com/sites/default/files/2021-05/111972-
policy-on-appointment-of-board-members.pdf

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as "Annexure 4A" to this
report. Further, in terms of the provisions of Section 197(12)
of the Act read with Rule 5(2) and 5(3) of the aforesaid Rules,
a statement showing the names and other particulars of
employees drawing remuneration in excess of the limits set out
in the said rules is annexed as "Annexure 4B" to this report.

Employees Stock Option Plan

During FY 2024-25, 53,770 options were granted to eligible
employees of the Company and its subsidiaries in terms of

Employees Stock Option Plan (Dabur ESOP 2000) anc
2,20,568 options were forfeited.

Further, during the year under review, there have been nc
changes in the Employees Stock Option Plan (Dabur ESOF
2000) of the Company. Further, it is confirmed that the ESOF
Scheme of the Company is in compliance with (Share Basec
Employee Benefits and Sweat Equity) Regulations, 2021.

The applicable disclosures as stipulated under Regulation 14
of SEBI (Share Based Employee Benefits and Sweat Equity
Regulations, 2021 with regard to Employees Stock Option
Plan of the Company are available on the website of the
Company at www.dabur.com at web link https://www.dabur
com/investor/investor-information/esops

A certificate from Secretarial Auditors of the Compan;
certifying that the Employee Stock Option Scheme of the
Company is implemented in accordance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 202'
and in accordance with the resolutions passed in the Genera
Body Meetings will be available for inspection during the
AGM to any person having right to attend the AGM.

Performance Evaluation of the Board, its Committees anc
Individual Directors including Independent Directors

Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with its Nomination
and Remuneration Committee, has formulated a frameworl
containing, inter-alia, the criteria for performance evaluation o
the entire Board of the Company, its committees and individua
directors, including Independent Directors. The framework i:
monitored, reviewed and updated by the Board, in consultation
with the Nomination and Remuneration Committee, based on
need and new compliance requirements.

The annual performance evaluation of the Board, its Committee:
and each Director has been carried out for FY 2024-25 in
accordance with the framework. Details of the evaluation
process of the Board, its committees and individual directors
including independent directors, have been provided under the
Corporate Governance Report which forms part of this Report.

Directors' Responsibility Statement

Pursuant to the provisions under Section 134(3)(c) and 134(5
of the Act, with respect to Directors' Responsibility Statement
the Directors confirm:

a) That in the preparation of the annual accounts, the
applicable accounting standards had been followed and
no material departures have been made from the same;

b) That they had selected such accounting policies and
applied them consistently, and made judgements and
estimates that are reasonable and prudent, so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit and loss of
the Company for that period;

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

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

e) That they had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operating effectively; and

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

Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Act and Rules
made thereunder, M/s G. Basu & Co., Chartered Accountants
(Firm Registration No. 301174E) were appointed as Statutory
Auditors of the Company for a term of five consecutive years,
to hold office from the conclusion of the 47^th AGM held on
August 12, 2022 until the conclusion of 52^nd AGM of the
Company to be held in the calendar year 2027.

M/s G. Basu & Co., Chartered Accountants, have submitted
their Report on the Financial Statements of the Company for
FY 2024-25, which forms part of the Annual Report 2024¬
25. There are no observations (including any qualification,
reservation, adverse remark or disclaimer) of the Auditors
in the Audit Reports issued by them which call for any
explanation/comment from the Board of Directors.

The Auditors have also confirmed that they have subjected
themselves to the peer review process of Institute of Chartered
Accountants of India (ICAI) and hold a valid certificate issued
by the Peer Review Board of the ICAI.

Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Act read with
Companies (Cost Records and Audit) Rules 2014, M/s Ramanath
Iyer & Company, Cost Accountants, (Firm Registration No.
000019) have been re-appointed as Cost Auditors for the financial
year 2025-26 to conduct cost audit of the accounts maintained
by the Company in respect of the various products prescribed

under the applicable Cost Audit Rules. The remuneration of Cost
Auditors has been approved by the Board of Directors on the
recommendation of Audit Committee. The requisite resolution for
ratification of remuneration of Cost Auditors by members of the
Company has been set out in the Notice of ensuing AGM. The Cost
Auditors have certified that their appointment is within the limits of
Section 141(3)(g) of the Act and that they are not disqualified from
appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2023-24, issued by
M/s Ramanath Iyer & Company, Cost Auditors, in respect of the
various products prescribed under Cost Audit Rules was filed
with the Ministry of Corporate Affairs on September 03, 2024.

There were no observations (including any qualification,
reservation, adverse remark, or disclaimer) of the Cost Auditors
in the Report issued by them for the financial year 2023-24 which
call for any explanation/comment from the Board of Directors.

SECRETARIAL AUDITORS AND THEIR REPORT

M/s Chandrasekaran Associates, Company Secretaries, were
appointed as Secretarial Auditors of the Company for FY 2024¬
25. The Secretarial Audit Report submitted by them for the said
financial year in the prescribed Form MR- 3 pursuant to the
provisions of Section 204 of the Act and Regulation 24A (1) of
the Listing Regulations is annexed as "Annexure 5" to this report.

The Secretarial Auditors in their Report issued for FY 2024-25
have reported that during the period under review the Company
has generally complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. except that a schedule
of the Investors Conference to be held on August 12 &13,
2024 was intimated to BSE Limited ("BSE") and National Stock
Exchange of India Limited ("NSE") on August 8, 2024, with a
delay of one working day. Lateron, for the same the Company
has received the cautionary letters from the NSE and BSE.

Explanation- The Company has disseminated a copy of
cautionary letters on website of NSE and BSE on March 28,
2025, and placed the same along with corrective measures
taken to avoid recurrence of such lapses in future before the
Board of Directors ("Board") in their meeting held on April 1,
2025. The Board took note of the same.

Pursuant to provisions of Regulations 24A and 36 of the
Listing Regulations and the provisions of Section 204 and
other applicable provisions, if any, of the Companies Act,
2013 and Rules framed thereunder, M/s Chandrasekaran
Associates, Company Secretaries (Firm Registration No.
P1988DE002500) have been proposed to be appointed as

Secretarial Auditors of the Company to conduct secretarial
audit of the Company for a term of five consecutive years with
effect from April 01, 2025 until March 31, 2030.

The Auditors have confirmed that they are peer reviewed company
secretaries and hold a valid certificate of peer review issued by the
Institute of Company Secretaries of India. They have also confirmed that
they are not disqualified and are eligible for the said appointment.

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Act, the term Internal
Financial Control (IFC) means the policies and procedures
adopted by the company for ensuring the orderly and efficient
conduct of its business, including adherence to company's
policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of
reliable financial information.

The Company has a well-placed, proper and adequate IFC
system which ensures that all assets are safeguarded and
protected and that the transactions are authorised, recorded and
reported correctly. The Company's IFC system also comprises
due compliances with Company's policies and Standard
Operating Procedures (SOPs) and audit and compliance by
internal audit checks from Pricewaterhouse Coopers Services
LLP, the Internal Auditors. The Internal Auditors independently
evaluate the adequacy of internal controls for the majority of
the transactions in value terms. Independence of the audit and
compliance is ensured by direct reporting of Internal Auditors
to the Audit Committee of the Board.

To further strengthen the compliance, the Company has deployed
a very comprehensive legal compliance system called "e-nforce",
which drills down from the CEO to the executive level person who
is responsible for compliance. This process is fully automated and
generate alerts for proper and timely compliance.

Adequacy of Internal Financial Controls with reference
to the financial statements

The Act re-emphasizes the need for an effective Internal Financial
Control system in the Company which should be adequate and
shall operate effectively. Rule 8(5)(viii) of Companies (Accounts)
Rules, 2014 requires the information regarding adequacy
of Internal Financial Controls with reference to the financial
statements to be disclosed in the Directors' Report.

To ensure effective Internal Financial Controls, the Company
has laid down the following measures:

• All operations are executed through Standard Operating
Procedures (SOPs) in all functional activities for which key
manuals have been put in place. The manuals are updated
and validated as and when required.

• All legal and statutory compliances are ensured on a
monthly basis for all locations in India through a fully
automated tool called "e-nforce". Non- compliance, if
any, is seriously taken by the management and corrective
actions are taken immediately. Any regulatory amendment
is updated periodically in the system.

• Approval of all transactions is ensured through a pre¬
approved Delegation of Authority (DOA) Schedule
which is in-built into the SAP system. DOA is reviewed
periodically by the management and compliance of DOA
is regularly checked and monitored by the auditors.

• The Company follows a robust 2-tier internal audit process:

Ý Tier-1: Management/ Strategic/ Proprietary audits are
conducted on regular basis throughout the year as per
agreed audit plan.

Ý Tier-2: Transaction audits are conducted regularly to
ensure accuracy of financial reporting, safeguard and
protection of all the assets. Stock audit is conducted
on quarterly basis at all locations in India. Fixed Asset
Verification is done on an annual basis including Ind
AS-36 testing at all locations.

Ý The audit reports for the above audits are compiled
and submitted to management committee and audit
committee for review and necessary action.

• The Company's Books of Accounts are maintained in SAP
and transactions are executed through SAP (ERP) setups
to ensure correctness/ effectiveness of all transactions,
integrity and reliability of reporting.

• The Company has a comprehensive risk management
framework which is evaluated by the Audit Committee
annually.

• The Company has a robust mechanism of building budgets
at an integrated cross- functional level. The budgets
are reviewed on a monthly basis so as to analyze the
performance and take corrective action, wherever required.

• The Company has in place a well-defined Whistle Blower
Policy/ Vigil Mechanism.

• The Company has a system of Internal Business Reviews.
All departmental heads discuss their business issues and
future plans in monthly review meetings. They review their
achievements vs. budgets in quarterly review meetings.

Specialized issues like investments, property, FOREX are
discussed in their respective internal committee meetings.

• Compliance of secretarial functions is ensured by way of
secretarial audit.

• Compliance relating to cost records of the Company is
ensured by way of cost audit.

DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT

Dabur has in place comprehensive risk assessment and
mitigation framework, which is reviewed by the Board
periodically. The Risk Management Committee of the Board
is responsible for preparation of Risk Management Plan,
reviewing and monitoring the same on regular basis, identifying
and reviewing critical risks on regular basis, updating the Risk
Register on quarterly basis, reporting of key changes in critical
risks to the Board on an ongoing basis and a detailed report
on yearly basis, evaluation of risk management systems by the
Audit Committee on yearly basis and such other functions as
may be prescribed by the Board.

The Committee holds quarterly meetings to review the
critical risks identified. The risks faced by the Company,
their impact and their minimization procedures are assessed
categorically under the broad heads of High, Medium and
Low risks.

Further, the risks control systems are instituted to ensure
that the risks in each business process are mitigated. The
two joint Chief Risk Officers (CROs) are responsible for the
overall risk governance in the Company and reports directly
to the Management Committee (MANCOM), which consists
of various functional heads. The Board provides oversight
and reviews the Risk Management Policy. The Board is
responsible for framing, implementing and monitoring the
risk management plan of the Company. During the year,
PricewaterhouseCoopers, Internal auditors, had tested the
Risk & Control Matrices for various processes as a part of
Internal financial control framework.

In line with the listing regulations, cyber security risk is included
in the risk management plan and a Risk Management Policy
with respect to Commodities, including through hedging is
also in place.

In the opinion of the Board, there has been no identification
of elements of risk that may threaten the existence of the
Company.

NATURE OF BUSINESS

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

Dabur has a diverse portfolio consisting of a number of brands
and sub-brands across the three verticals of Home and Personal
care, Healthcare and Food & Beverages. The Company has a
presence across various channels such as general groceries,
chemists, organized retail, ecommerce and quick commerce.

During the year, the key pillars of the company's strategy were
as follows:

1. Focus on new products continued: Innovation contributed
to around 2.3% of Company's revenue during FY 2024¬
25. Some of the key product launches in the domestic

market were_:

2. Expanding Distribution Coverage and Improving

Efficiency:

a. In terms of distribution, the Company increased its
direct reach to 1.5 million retail outlets. The Company's
total retail reach increased to 8.4 million outlets with
addition of around 5,00,000 outlets during the year.

b. Village coverage expansion continued in FY 2024¬
25 with village coverage touching 1.32 lakh villages.
The Company continued to focus on its Yoddha
program, wherein the Company partners with local
representatives in villages who make the brands and
products available to consumers in the rural areas.

c. Chemist coverage during FY25 increase by around
9,000 outlets to reach 2.79 lakh chemists.

d. E-commerce with 30% growth and Modern Trade with
11.2% growth continued to be drivers of Company's
growth. Quick Commerce under the E-commerce
grew by 74%.

3. Driving cost efficiency

a) The Company achieved reduction in input costs
driven its cost saving program viz Project Samriddhi.

b) During the year, 2,700 Nos of Kaizens were
conducted to achieve significant savings in
manufacturing operations.

4. Badshah Acquisition

The Company acquired 51% equity stake in Badshah
Masala Pvt Ltd and the acquisition was completed on
2^nd January 2023 and successfully integrated its operations
with Dabur in FY24. During the fiscal 2024-25, Badshah
portfolio was expanded into 2 states namely Madhya
Pradesh and Rajasthan. Badshah business saw a growth of
12% during the year.

5. Sesa Care Private Limited Merger

The proposed merger of Sesa Care Private Limited with
Dabur was announced on 30^th October 2024. Sesa hair
oil is the 3^rd largest ayurvedic hair oil in India and this
merger will help Dabur to plug the white space of problem
solution hair care product in its portfolio.

Further updates regarding operational performance and
projects undertaken by the subsidiary companies can
be referred in the report on performance of subsidiaries
presented in this report.

SUBSIDIARIES

Dabur Tunisie, a step down wholly owned subsidiary company
which was decided to be dissolved during the financial year
2017-18, is under process of liquidation and is expected to be
completed by December 31, 2025.

Pursuant to Section 129(3) of the Act and Ind - AS 110 issued by
the Institute of Chartered Accountants of India, Consolidated
Financial Statements presented by the Company include the
financial statements of its subsidiaries.

During the year, no company have become or ceased to
be subsidiary, joint venture or associate of the Company.
However, after the close of financial year 2024-25, Dabur
International FZE, the step-down wholly owned subsidiary
company of Dabur India Limited has incorporated on April 17,
2025, a new entity in United Kingdom, namely - 'Dabur UK
Trading Limited', which is a wholly owned subsidiary of Dabur
International FZE. Consequently, 'Dabur UK Trading Limited'
has become a step-down wholly owned subsidiary company of
Dabur India Limited with effect from April 17, 2025.

Further, a separate statement containing the salient features
of the financial statements of Subsidiaries/Associate/Joint
Venture of the Company in the prescribed Form AOC-1 has
been disclosed in the Consolidated Financial Statements.

The Financial Statements, as required, of the subsidiary
companies shall be available on website of the Company at
www.dabur.com.

Report on the highlights of performance of Subsidiaries,
Associates and Joint Venture Companies and their
contribution to the overall performance of the Company

Pursuant to Section 134 of the Act and Rule 8(1) of the
Companies (Accounts) Rules, 2014 the report on highlights
of performance of subsidiaries, associates and joint venture
companies and their contribution to the overall performance
of the Company is annexed as "Annexure 6" to this report.

Information with respect to financial position of the above
entities can be referred in Form AOC-1 which has been
disclosed in the Consolidated Financial Statements.

DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED ON CORPORATE SOCIAL
RESPONSIBILITIES (CSR) INITIATIVES

The Company has in place a CSR policy in line with
Schedule VII of the Act. As per the policy the CSR activities
are focused not just around the plants and offices of the
Company, but also in other geographical area based on
the needs of the communities. The five focus areas where
special Community Development programmes were run
during the year are:

1. Eradicating hunger, poverty and malnutrition.

2. Promoting Health care including preventive health care.

3. Promotion of Ayurveda

4. Ensuring environmental sustainability.

5. Promotion of Education.

During the year CSR programmes were also conducted in
areas of:

• Vocational Training and Women empowerment, and

• Promotion of Sports

The CSR policy of the Company is available on the Company's
website at weblink Corporate Social Responsibility Policy

The annual report on CSR activities is furnished in "Annexure
7" which is annexed to this report.

Change in Capital Structure and Listing of Shares

The paid-up share capital of the Company as on March 31,
2025 is Rs. 1,77,23,18,252/- divided into 1,77,23,18,252
equity shares of Re.1/- each. The Company's equity shares
are listed on the National Stock Exchange of India Limited

(NSE) and BSE Limited (BSE). During the year 2,79,090
equity shares of Re.1/- each were allotted under ESOP
scheme of the Company and admitted for trading on NSE
and BSE.

The shares are actively traded on NSE and BSE and have not
been suspended from trading.

Material changes and commitments affecting the
financial position of the Company

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
to which the financial statements (forming part of this Report)
relate and the date of this report.

DISCLOSURES

Number of Meetings of the Board

During FY 2024-25, 4 (four) Board Meetings were held. For details
thereof kindly refer to the section "Board of Directors - Number of
Board Meetings", in the Corporate Governance Report.

Disclosure on Audit Committee

The details pertaining to the composition of the Audit Committee
as at March 31, 2025 including its terms of reference and
attendance of directors at the Committee Meetings has been
provided in the section 'Composition of the Board and its
Committees - Audit Committee', in the Corporate Governance
Report, which forms part of this Report. All recommendations
of Audit Committee were accepted by the Board of Directors.

Details pertaining to other Board Committees have been given
in Corporate Governance Report.

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

Pursuant to provisions of Section 134 of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 the details
of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo are annexed as "Annexure 8"
to this report.

Environmental, Health and Safety (EHS) Review

Details with respect to Environmental, Health and Safety (EHS)
review are annexed as "Annexure 9" to this report.

The Annual Return as on March 31, 2025 in the prescribed Form
No. MGT-7, pursuant to Section 92 of the Act is available on the
website of the Company at www.dabur.com at weblink https://
www.dabur.com/investor/investor-information/annual-return

Particulars of Loans, Guarantees or investments under
Section 186 of the Act

Particulars of loans, guarantees and investments under Section
186 of the Act as at the end of FY 2024-25 are provided in the
standalone financial statements (refer Note No. 48).

Contracts or arrangements with related parties under
Section 188(1) of the Act

With reference to Section 134(3)(h) of the Act, all contracts and
arrangements with related parties under Section 188(1) of the
Act, entered by the Company during the financial year, were
approved by the Audit Committee and wherever required, also
by the Board of Directors. No contract or arrangement required
approval of shareholders by a resolution. Further, during the year,
the Company had not entered into any contract or arrangement
with related parties which could be considered 'material' (i.e.
transactions entered into individually or taken together with
previous transactions during the financial year, exceeding rupees
one thousand crore or ten percent of the annual consolidated
turnover as per the last audited financial statements of the
Company, whichever is lower) according to the policy of the
Company on materiality of Related Party Transactions.

Further, there were no transactions undertaken during the year
which were not at an arm's length basis, hence the disclosure
under Form AOC-2 is not applicable to the Company.

You may refer to Related Party transactions in Note No.55 of
the Standalone Financial Statements for details.

Details in respect of frauds reported by Auditors
other than those which are reportable to the Central
Government

The Statutory Auditors, Cost Auditors or Secretarial Auditors
of the Company have not reported any frauds to the Audit
Committee or to the Board of Directors under section 143(12)
of the Act, including rules made there under.

Disclosure on Public Deposits

During the year under review, the Company has neither
accepted nor renewed any deposits in terms of Chapter V of
the Act and Rules framed thereunder.

The Company has established a vigil mechanism through
which directors, employees and business associates may report
unethical behavior, malpractices, wrongful conduct, fraud,
violation of Company's code of conduct, leak or suspected
leak of unpublished price sensitive information without fear
of reprisal. The Company has set up a Direct Touch initiative,
under which all directors, employees, business associates have
direct access to the Chairman of the Audit committee, and
also to a three-member direct touch team established for this
purpose. The direct touch team comprises one senior woman
member so that women employees of the Company feel free
and secure while lodging their complaints under the policy.
Further information on the subject can be referred to in section
'Policies, Affirmations and Disclosures' - Whistle-Blower Policy
/ Vigil Mechanism of the Corporate Governance Report.

Disclosure on Cost Records

Pursuant to provisions of Section 134 of the Act read with
Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 it is
confirmed that maintenance of cost records as specified by
the Central Government under sub-section (1) of section 148
of the Act, is required by the Company and accordingly such
accounts and records are made and maintained.

Disclosure under Sexual Harassment at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013

At Dabur, all employees are of equal value. There is no
discrimination between individuals at any point based on race,
colour, gender, religion, political opinion, national extraction,
social origin, sexual orientation or age.

At Dabur, every individual is expected to treat his/her
colleagues with respect and dignity. This is enshrined in values
and in the Code of Ethics & Conduct of Dabur.

The Company also has in place 'Prevention of Sexual
Harassment Policy' in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. All employees (permanent,
contractual, temporary and trainees) are covered under this
policy.

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee (ICC) under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 to redress complaints
received regarding sexual harassment.

The Direct Touch (Whistle-Blower & Protection Policy) policy
also provides a platform to all employees for reporting
unethical business practices at workplace without the fear of
reprisal and help in eliminating any kind of misconduct in the
system. The policy also includes misconduct with respect to
discrimination or sexual harassment.

Following is the summary of sexual harassment complaints
received and disposed of during the year:

• No. of complaints received: 1

• No. of complaints disposed of: 1

• No. of complaints pending: Nil

Significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concerns
status and company's operations in future.

The Company has not received any significant or material
orders passed by any Regulatory Authority, Court or Tribunal
which shall impact the going concern status and Company's
operations in future.

OTHER DISCLOSURES

1. Details of application made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end
of the financial year:

During FY 2022-23, one petition was filed by Visiontech
Automation (Partnership Firm) under section 9 of the
Insolvency and Bankruptcy Code, 2016 (IBC), as an
operational creditor, against Dabur India Limited claiming
an amount of Rs.1.68 crore as operational debt under
the IBC. The said case was dismissed by the NCLT, New
Delhi on July 3, 2024. Visiontech Automation had filed
an appeal before NCLAT challenging the said Order/
Judgment, which was barred by limitation. The appeal has
been dismissed by NCLAT.

2. The details of difference between amount of the valuation
done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial
Institutions along with reasons thereof:

There was no transaction requiring disclosure or reporting
in respect of matter relating to instance of one-time
settlement with any bank or financial institution.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to 'Meetings of the Board of Directors' and 'General
Meetings', respectively, have been duly followed by the
Company.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious
industrial relations at all levels. The enthusiasm and unstinting
efforts of employees have enabled the Company to remain
at the leadership position in the industry. It has taken various
steps to improve productivity across organization.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central
Government, State Governments and Company's Bankers
for the assistance, co-operation and encouragement they
extended to the Company. Your directors also wish to place on
record their sincere thanks and appreciation for the continuing
support and unstinting efforts of investors, vendors, dealers,
business associates and employees in ensuring an excellent
all-around operational performance.

For and on behalf of the Board
Mohit Burman

Place : New Delhi Chairman

Date : May 07, 2025 DIN: 00021963