Globus Spirits Ltd Directors Report

To the Members

Your Board of Directors are pleased to present the 33 rd Annual Report and Audited Accounts for the year ended 31 st March, 2026.

FINANCIAL PERFORMANCE

(C In Lakhs)

	Current Year (2025-26)		Previous Year (2024-25)
Particulars	Consolidated	Standalone	Consolidated	Standalone
Total Income	362554.99	362185.28	352904.47	352712.01
Total Expenses	350432.98	349905.13	349580.97	349194.33
Profit before Exceptional items & Tax	11896.57	12280.15	3323.50	3517.68
Less: Provision for taxation including Deferred tax	2791.08	2791.08	1131.05	1020.50
Profit/ (Loss) after tax	9105.49	9489.07	2192.45	2497.18
Basic EPS	31.70	32.77	8.08	8.65
Diluted EPS	31.65	32.72	8.05	8.61

PERFORMANCE OVERVIEW

During the year under review, the standalone revenue stood at C3,621 Crore compared to C3527Crore in the previous year, a growth of 2.69% Year on Year. The standalone PBT stood at C122Crore compared to C35Crore in the previous year. The Basic Standalone EPS of your Company stood at C32.77, compared to C8.65 in the previous year, while the Diluted Standalone EPS was C 32.72, as against C8.61 in the previous year.

THE YEAR IN PERSPECTIVE

FY26 was a year of strong underlying growth, strategic portfolio realignment and market expansion. Across the portfolio, the Company strengthened its presence in core markets while accelerating investments in emerging geographies, laying the foundation for a more diversified and sustainable growth trajectory.

The Prestige & Above (P&A) segment delivered robust growth, with revenue increasing 27% YoY to _164 crore and volumes rising 31% to 1.19 million cases, crossing the significant one-million-case milestone.

The segments underlying performance was even stronger. Excluding the temporary disruption in Delhi, P&A revenue growth stood at 58% YoY, highlighting strong brand traction across markets. Delhi, which contributed 33% of P&A volumes in FY25, witnessed a sharp Q3 decline, with volumes falling to 60% of the previous years level, before recovering to 90% in Q4. As emerging markets scale, the Company is progressively reducing its dependence on individual markets, creating a more balanced growth portfolio.

The Companys market architecture is built around Core Markets and Emerging Markets. Core markets, with more than three years of operations, are the primary engines of near-term growth and profitability, with four of the five current core markets already profitable. Emerging markets are being systematically developed through the initial gestation phase before transitioning into core markets and contributing meaningfully to both revenue and profitability.

Operationally, Q4 FY26 P&A revenue grew 34% YoY to _40 crore, while volumes increased 39% to 0.29 million cases. The segment continued to move towards profitability, with EBITDA loss narrowing to _5 crore during the quarter and _9.4 crore for the full year.

The North remained the primary growth engine, supported by deeper penetration in Uttar Pradesh and expansion across Tier 3 and Tier 4 markets in Haryana and Rajasthan. In the East, the Company strengthened its presence following the stabilisation of West Bengal, expanded into Assam and commenced operations in Jharkhand. Early market traction in Assam has enabled the Company to initiate the next phase of geographical expansion, reinforcing the East as a second growth engine.

The Regulars & Other (R&O) segment delivered steady financial performance while undergoing a significant portfolio and market reset. Q4 FY26 revenue increased 2% YoY to _224 crore, with volumes remaining stable at 3.97 million cases. EBITDA grew faster than revenue, increasing 8% YoY to _41 crore.

For FY26, revenue stood at _900 crore, up 4% YoY, with volumes of 15.7 million cases. EBITDA increased 12% to _158 crore, reflecting continued improvement in profitability. The headline volume performance needs to be viewed in the context of a deliberate restructuring of the portfolio. During the year, the Company strategically wound down legacy portfolios in West Bengal and Haryana, temporarily impacting volumes while clearing the channels for the introduction of a new, more optimised portfolio. This transition has now been substantially completed, creating a stronger platform for the next phase of growth.

The Company is now focused on unlocking this opportunity through targeted market interventions. Uttar Pradesh is being scaled as a major growth engine, supported by the introduction of the full brand portfolio and five new SKUs. In Rajasthan, four new-to-category brands are being introduced to expand consumer choice and revitalise category growth. Portfolio reintroductions in West Bengal and Haryana, combined with the acceleration in Uttar Pradesh and targeted interventions in Rajasthan, position the R&O segment at a clear inflection point entering FY27.

DIVIDEND

Your Directors are pleased to recommend dividend of C6.53/-, i.e. 65.30% per equity share of the company for the year 2025-26.

PUBLIC DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Dr. Bhaskar Roy, have resigned from the Board of Directors of the company w.e.f. 19 th May 2025. The Directors place on record their appreciation of the valuable contribution made by them. And Mr. Amitabh Singh and Mr. Rajesh Kumar Malik have been inducted as Executive Director in the Board of Directors of the company w.e.f. 19 th May 2025. Further Mr. Kenneth Dsouza has been inducted on the Board as Non-Executive & Independent Director since 28 th June 2025.

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

SUBSIDIARY & JOINT VENTURE

Your Company has one subsidiary viz., M/s Bored Beverages Private Limited (Indian subsidiary) and one Joint Venture entity, M/s Globus Ansa Private Limited.

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

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

NOMINATION AND REMUNERATION POLICY

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

AUDITORS

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

AUDITORS REPORT

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

COST AUDIT

The board has appointed M/s JSN & Co., Cost Accountants, having Firms registration no. 455, its office at 462/1, 1 st Floor, Old MB Road, Lado Sarai, New Delhi-110030, as Cost Auditor for conducting the Cost Audit for the financial year 2026-27. The audit committee recommended his appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

SECRETARIAL AUDIT

Secretarial Audit Report has been annexed herewith & forms part of the Annual Report. The Board of Directors as well as shareholders of the company have appointed M/s Sheetal & Co., Company Secretaries in Practice, a Peer Reviewed Firm, bearing Membership No. F10780 and COP No.15204, having its office at Plot No.8-B, 2 nd Floor, Manohar Park, East Punjabi bagh, New Delhi-110026, as Secretarial Auditor of the company for conducting the secretarial audit for a period of 5 financial years w.e.f. the Financial Year 2025-26.

PARTICULARS OF EMPLOYEES

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

Name	Designation	Nature of Employment	Age	Date of Joining	Q ualifi cations & Experience	Previous Employment	%age of Equity shares held	Remuneration
Ajay Kumar Swarup	Managing Director	Permanent	67	16-Jan- 1993	PGDBM (43 years of experience)	M/s SVP Industries Ltd.	0.08%	56700000
Shekhar Swarup	Joint Managing Director	Permanent	40	27-Oct- 2008	Degree in Business & Management (19 years of experience)	N.A.	0.16%	48600000
Paramjit Singh Gill	CEO-Consumer Division	Permanent	65	01-Nov-2020	M.Phil - Decision making, knowledge management & values (37 years of experience)	M/s Allied Blenders & Distillers Ltd.	0.63%	30000000
Nilanjan Sarkar	CFO	Permanent	55	01-Sep- 2021	ICWA (29 years of experience)	M/s Allied Blenders & Distillers Private Limited	0.00%	14320000
R.K. Malik	President (Operation- North)	Permanent	70	15/ Aug/2000	MBA (48 years of experience)	M/s Golden Bottling	0.01%	12544764
Amitabh Singh	Vice President	Permanent	59	16-Apr- 2013	B.Sc. Engineering (34 years of experience)	M/s Radico Khaitan Limited	0.01%	12038472
Rajesh Fanda	Business Head - Emerging Market	Permanent	55	24-Nov- 2022	PG- Deploma in Retail Management (32 years of experience)	M/s Alcobrew Distilleries India Limited	0.00%	11264001
Akhil Arora	Sr. V.P- Commercial	Permanent	45	30-May- 2022	PG in IRMA (over 23 years of experience)	M/s Suguna Foods	0.00%	10153848
Manoj Kumar	Sr. Vice President (Works)	Permanent	50	09-Nov- 2015	DIAFAT, B. Sc	M/s United Sprits Limited	0.00%	9862644
Shailendra Kumar	Sr. Vice President (Works)	Permanent	46	14-Dec- 2022	MBA	M/s Boutique Spirit Brands Pvt Ltd	0.00%	7246260

Notes:

The percentage of equity share holding mentioned as above is as on 31 st March 2026.

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

EMPLOYEE STOCK OPTION SCHEME

The Employee Stock Option Scheme was approved by the shareholders in the Annual General Meeting held on September 24, 2021 and on 18 th August 2025. Disclosure under SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 regarding details of the ESOP 2021 & ESOP 2025 is given in Annexure-III. The Employee Stock Option Scheme containing all the relevant terms & conditions can be access at : https://www.globusspirits.com/investors_corporate_ governance.php.

ANNUAL RETURN

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

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

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

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

1. That in preparation of the Annual Accounts for the financial year 2025-26, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at 31 st March, 2026 and of the results of the Company for that period.

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

4. That the directors had prepared the Annual Accounts for the financial year 2025-26 on a going concern basis.

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

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

NUMBER OF MEETINGS OF THE BOARD

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

VARIOUS COMMITTEES OF THE BOARD

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

INDEPENDENT DIRECTORS DECLARATION

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

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in Corporate Governance Report which forms part of this Report.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

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

CODE FOR PREVENTION OF INSIDER TRADING

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

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

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

ANNUAL PERFORMANCE EVALUATION

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

SECRETARIAL STANDARDS

All the provisions of Secretarial standards has been complied by the Company during Financial Year 2025-26.

TRANSACTIONS WITH RELATED PARTIES

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

INTERNAL CONTROL

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

RISK MANAGEMENT

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

ANTI-SEXUAL HARASSMENT POLICY

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

VIGIL MECHANISM

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

DIVIDEND DISTRIBUTION POLICY

As required under Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy. This policy can be viewed on the Companys website at https://www.globusspirits.com/documents/key-policies/ Dividend%20Distribution%20Policy-GSL.pdf.

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

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

PARTICULARS OF REMUNERATION

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

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

Executive Directors	Ratio to the Median Remuneration*
Mr. Ajay Kumar Swarup	159.88
Mr. Shekhar Swarup	137.04
Mr. Amitabh Singh	31.12
Mr. R. K. Malik	32.43
Non-Executive Directors (Sitting Fees only)
Sh. Sunil Chadha	0.85
Ms. Ruchika Bansal	0.80
Sh. Amit Bhatiani	0.80
Mr. Kenneth Dsouza	0.28

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

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

Name of the Person	% increase in Remuneration
Mr. Ajay Kumar Swarup (Managing Director)	20%
Mr. Shekhar Swarup (Joint Managing Director)	20%
Sh. Santosh Kumar Pattanayak (Company Secretary)	30%
Sh. Nilanjan Sarkar (CFO)	30%

(c) The percentage increase in the median remuneration of employees in the finan cial year :

11% (Since there is lot of variation in the no. of employees during the current year as compare to previous year, comparison of the exact median remuneration may not be accurate.)

(d) The number of permanent employees on the rolls of Company as on 31/03/2026 : 1074 (e) The average percentile increase already made in the salaries of employees other than the managerial personnel in the last finan cial year and its comparison with the percentile increase in the managerial remuneration and j ustifi cation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

The average increase in salaries of employees other than managerial personnel in 2025-26 was 11% approximately. Percentage increase in the managerial remuneration for the year was also approximately 25%.

(f) The af firm ation that the remuneration is as per the remuneration policy of the Company:

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

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

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