Dear Members,
The Board of Directors of Radico Khaitan Limited ("Radico
Khaitan'' or "the Company”) is pleased to present the 42nd Annual
Report on the business performance and operations together with the Audited Standalone and
Consolidated Financial Statements of the Company for the financial year ended March
31,2026 ("FY2026”).
RESULTS OF OPERATIONS AND STATE OF COMPANY'S
AFFAIRS
|
Standalone |
Consolidated |
|
FY2026 |
FY2025 |
Change (%) |
FY2026 |
FY2025 |
Change (%) |
| Revenue from Operations (Gross) |
20,976.4 |
17,098.5 |
22.7% |
20,976.4 |
17,098.5 |
22.7% |
| Revenue from Operations (Net) |
6,050.4 |
4,851.2 |
24.7% |
6,050.4 |
4,851.2 |
24.7% |
| Other Income |
15.4 |
4.9 |
218.4% |
11.8 |
4.9 |
144.2% |
| Income from Operations |
6,065.9 |
4,856.0 |
24.9% |
6,062.3 |
4,856.0 |
24.8% |
| Raw Materials Consumed |
3,309.5 |
2,773.9 |
19.3% |
3,309.5 |
2,773.9 |
19.3% |
| Employee Benefit Expenses |
244.0 |
217.3 |
12.3% |
244.0 |
217.3 |
12.3% |
| Selling & Distribution Expenses |
641.6 |
476.5 |
34.6% |
641.6 |
476.5 |
34.6% |
| Depreciation |
153.0 |
140.1 |
9.2% |
153.0 |
140.1 |
9.2% |
| Finance Cost |
64.0 |
73.8 |
(13.2)% |
64.0 |
73.8 |
(13.2)% |
| Other Operating Expenses |
833.8 |
709.8 |
17.5% |
833.8 |
709.8 |
17.5% |
| Total Expenses |
5,246.0 |
4,391.4 |
19.5% |
5,246.0 |
4,391.4 |
19.5% |
| Profit before share of profit/(loss) of joint
ventures and exceptional items, before tax |
819.9 |
464.6 |
76.5% |
816.3 |
464.6 |
75.7% |
| Exceptional Items |
(16.6) |
- |
|
(16.6) |
- |
|
| Share in profit/(loss) of Joint Ventures |
- |
- |
|
5.5 |
0.5 |
|
| Profit Before Tax |
803.3 |
464.6 |
72.9% |
805.2 |
465.0 |
73.2% |
| Current Tax |
186.0 |
110.9 |
67.7% |
186.0 |
110.9 |
67.7% |
| Previous Year Adjustments |
0.0 |
0.6 |
|
0.0 |
0.6 |
|
| Deferred Tax |
14.8 |
7.9 |
|
14.8 |
7.9 |
|
| Net Profit |
602.5 |
345.2 |
74.6% |
604.5 |
345.6 |
74.9% |
| Net Income Margin (%) |
10.0% |
7.1% |
|
10.0% |
7.1% |
|
| Other Comprehensive Expenses / (Income) |
2.3 |
4.0 |
|
1.4 |
3.9 |
|
| Total Comprehensive Income |
600.3 |
341.2 |
75.9% |
603.1 |
341.7 |
76.5% |
| Total Comprehensive Income Margin (%) |
9.9% |
7.0% |
|
10.0% |
7.0% |
|
| Basic EPS (H) |
45.0 |
25.8 |
74.4% |
45.2 |
25.8 |
74.8% |
| Gross Profit |
2,740.9 |
2,077.3 |
31.9% |
2,740.9 |
2,077.3 |
31.9% |
| Gross Profit Margin (%) |
45.3% |
42.8% |
|
45.3% |
42.8% |
|
| EBITDA |
1,018.5 |
668.4 |
52.4% |
1,018.5 |
668.3 |
52.4% |
| EBITDA Margin (%) |
16.8% |
13.8% |
|
16.8% |
13.8% |
|
| Paid-up Equity Share Capital (Face Value of 2
each) |
26.8 |
26.8 |
0.1% |
26.8 |
26.8 |
0.1% |
| Reserves & Surplus |
3,223.4 |
2,664.3 |
21.0% |
3,289.0 |
2,726.9 |
20.6% |
| Transfer to General Reserve |
- |
- |
|
- |
- |
|
| Proposed Dividend |
120.5 |
53.5 |
|
120.5 |
53.5 |
|
PERFORMANCE REVIEW Revenue from Operations
| Volume (Million Cases) |
FY2026 |
FY2025 |
Change (%) |
| Prestige & Above |
16.70 |
13.00 |
28.5% |
| Regular & Others |
19.92 |
15.21 |
31.0% |
| Total Own Volume |
36.62 |
28.20 |
29.8% |
| Prestige & Above as % of Total |
45.6% |
46.1% |
|
| Royalty Brands |
1.72 |
3.16 |
|
| Total Volume |
38.33 |
31.36 |
22.2% |
| Revenue Break up (J in Crore) |
FY2026 |
FY2025 |
Change (%) |
| IMFL (A) |
4,355.5 |
3,371.7 |
29.2% |
| Prestige & Above |
3,063.7 |
2,340.2 |
30.9% |
| Regular & Others |
1,262.5 |
986.3 |
28.0% |
| Others |
29.4 |
45.2 |
|
| Non IMFL (B) |
1,694.9 |
1,479.4 |
14.6% |
| Revenue from Operations (Net) (A+B) |
6,050.4 |
4,851.1 |
24.7% |
| Prestige & Above as % of Total IMFL
Revenue |
70.3% |
69.4% |
|
| IMFL as % of Total Revenue from Operations |
72.0% |
69.5% |
|
Radico Khaitan delivered strong performance during the year with total
IMFL volumes growing 22.2% Y-o-Y to 38.3 million cases. The Prestige & Above segment
remained the key growth driver, with volumes rising 28.5% to 16.7 million cases led by
continued traction in brands such as Magic Moments, After Dark and Royal Ranthambore
alongside sustained premiumization trends. Regular volumes also recorded robust growth of
31.0% Y-o-Y to 19.9 million cases, supported by change in the route-to-market in the state
of Andhra Pradesh.
Our luxury and semi-luxury portfolio continued its strong momentum
during FY2026, achieving a sales value of H475 crore compared to H340 crore in FY2025,
supported by growing global consumer preference for luxury Indian spirits. Building on
this performance, the Company expects the portfolio to deliver around 25% growth in the
coming year through continued brand expansion and wider distribution reach.
During the year, we crossed two key milestones, with net revenue
exceeding H6,000 crore and EBITDA crossing H1,000 crore. These achievements reflect the
sustainability of our business model, the strength of our brands, the investments we have
made over the years, and the growing scale of our premium and luxury portfolio.
EBITDA margin for FY2026 improved significantly to 16.8% from 13.8% in
the previous year. Continued premiumization across the portfolio, coupled with a benign
raw material scenario, scale efficiencies and better realizations, supported margin
expansion and overall return ratios during the year.
Net debt reduced by H329 crore during the year, driven by improved
profitability and cash generation. Our balance sheet remains strong, and we are well on
track to become debt- free in H1 FY2027.
DIVIDEND
The Company is firmly committed to shareholders through a consistent
and shareholder friendly dividend distribution policy. In line with the Company's
financial performance and our confidence in the long-term outlook, the Board has adopted a
minimum 20% dividend payout policy, while retaining flexibility to invest behind
premiumisation, innovation and future growth.
The Board of Directors are pleased to recommend a dividend of H 9/- per
equity share (i.e. 450%) of H 2/- each fully paid-up share capital to the eligible equity
shareholders of the Company for FY2026 (last year H 4/- per equity share (i.e. 200%) of H
2/- each). The payment of dividend is subject to the approval of the Shareholders at the
ensuing Annual General Meeting ("AGM”) of the Company and shall be subject to
deduction of tax at source ("TDS”).
The Dividend Distribution Policy of the Company is available on the
Company's website at https://radicokhaitan.com/wp-content/
uploads/?0?6/05/Radico-Dividend-Distribution-Policy.pdf
CAPITAL STRUCTURE Share Capital
As on March 31,2026, the Company has Authorized Share Capital of H 94/-
Crore consisting of H 34/- Crore Equity Share Capital comprising 17 Crore equity shares of
H 2/- each and H 60 Crore Preference Share Capital comprising 60 lakh preference shares of
H 100/- each. The Issued, Subscribed and Paid-up Share Capital of the Company is H 26.78/-
Crore divided into 13,38,97,933 fully paid-up equity shares of H 2/- each.
During FY2026, the Company has allotted 90,433 Equity Shares of H 2/-
each to its eligible employees pursuant to the exercise of
Stock Options granted under Employees' Stock Option Scheme, 2006
("ESOP Scheme 2006"), which leads to increase in the issued, subscribed and
paid-up share capital of the Company.
Except as mentioned above, there has been no other changes in the
Equity Share Capital of the Company during the FY2026.
Employees' Stock Option Scheme
With a view to attract, reward and retain talented and key employees in
the competitive environment and encourage them to align individual performance with
Company objectives, the Company grants share based benefits to eligible employees under
the ESOP Scheme 2006.
During the year, there were no material changes in the ESOP Scheme
2006. The ESOP Scheme 2006 is in compliance with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations 2021”).
During the year under review, the Company has granted 80,000 options to
the Eligible Employees under ESOP Scheme 2006. Further, the Company has allotted 90,433
Equity Shares pursuant to exercise of Stock Options under the ESOP Scheme 2006 to the
Eligible Employee(s) of the Company.
The details of the ESOP Scheme 2006 pursuant to SEBI ESOP Regulations
2021 and the Companies Act, 2013 ("Act”), is uploaded on the website of the
Company at https://radicokhaitan.com/wp-
content/uploads/2026/07/ESOP-Disclosure-FY-2025-26.pdf
In terms of Regulation 13 of the SEBI ESOP Regulations 2021, a
Certificate received from TVA & Co. LLP, Company Secretaries, Secretarial Auditors,
confirming compliance with said Regulations, would be placed before the Shareholders at
the ensuing AGM.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES
Subsidiaries
The Company has a wholly owned subsidiary, namely, Radico Spiritzs
India Private Limited ("Radico Spiritzs”) and seven step- down subsidiaries
through Radico Spiritzs. Radico Spiritzs holds 100% Equity Shares in the following
step-down wholly owned subsidiaries of the Company:
1. Accomreal Builders Private Limited
2. Binayah Builders Private Limited
3. Compaqt Era Builders Private Limited
4. Destihomz Buildwell Private Limited
5. Equibuild Realtors Private Limited
6. Firstcode Reality Private Limited
7. Proprent Era Estates Private Limited
During the year under review, the Company has incorporated another
wholly owned subsidiary, Radico Khaitan Scotland Limited, in Scotland, United Kingdom,
with the objective of securing access to mature supply chains for distillation and
maturation in a cost-effective manner. The incorporation was duly completed in accordance
with the applicable laws of the United Kingdom. As on the date of this Report, the process
of allotment of shares to the Company, being the sole shareholder, is under process and
shall be completed during FY2027.
Merger
In order to streamline the corporate structure, consolidate business
activities, and achieve significant cost efficiencies as well as administrative
simplification, the Board of Directors, at its meeting held on October 29, 2025, approved
a Scheme of Amalgamation providing for the merger of Radico Spiritzs together with seven
wholly owned step-down subsidiaries (collectively referred to as the "Transferor
Companies”) with the Company. The Scheme has been formulated in accordance with the
provisions of Sections 230-232 and other applicable provisions, if any, of the Companies
Act, 2013, read with the Companies (Compromise, Arrangements and Amalgamation) Rules,
2016.
Further, since the Transferor Companies are direct/indirect step down
wholly owned Subsidiaries of the Company. Accordingly, upon the Scheme becoming effective,
there will be no issuance of shares by the Company to the shareholders of the Transferor
Companies, consequently, there will be no change in the shareholding pattern of the
Company.
The petition in respect of the Scheme of Amalgamation has been filed
with the Hon'ble National Company Law Tribunal, Allahabad Bench, and is presently under
consideration.
JOINT VENTURE
The Company has a joint venture, namely, Radico NV Distilleries
Maharashtra Limited ("RNV”). The Company holds a 36% stake in the said joint
venture.
The Board of Directors, at its meeting held on August 12, 2025,
approved a strategic investment and partnership through the acquisition of a 47.5% equity
stake each in D'YAVOL Spirits Private Limited and D'YAVOL Spirits BV, Netherlands. With
this investment, the Company has become the largest shareholder of these Companies and
will assume responsibility for worldwide marketing, trading, and distribution of premium
spirits with provenance, thereby addressing both domestic and international markets.
This partnership is built on a shared commitment to world- class
quality, iconic design, and cultural depth. D'YAVOL Spirits is envisioned to create
internationally relevant, bottled-in-origin luxury brands catering to discerning Indian
and global consumers. The collaboration also positions the Company to participate in the
fast-growing tequila segment and other niche categories in the future, leveraging the
D'YAVOL team's creative expertise alongside the Company's established global distribution
and marketing capabilities.
The venture will draw on Radico Khaitan's decades-long legacy of
organically building India's most admired brands. D'YAVOL brings a sharply defined brand
ethos rooted in luxury, lifestyle, and a globally resonant creative vision.
In terms of Section 129(3) of the Act, the financial results of the
wholly-owned subsidiary, step-down wholly owned subsidiaries, and the joint venture
companies are consolidated with the accounts of the Company and the salient features of
the financial statements of these Companies are set out in the prescribed form AOC-1 and
the same is appended as Annexure - A to this Board's Report ("the Report”).
In accordance with the provisions of the Act and SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 ("Listing
Regulations”) read with Ind AS 110 - Consolidated Financial Statements, Ind AS 28 -
Investments in Associates and Joint Ventures and Ind AS 31 - Interests in Joint Ventures,
the consolidated Audited Financial Statements form part of this Annual Report.
CREDIT RATING
The Company's long-term bank facilities are rated as CARE AA (Double A)
with a stable outlook and short-term bank facilities are rated CARE A1+ (A One Plus).
CARE AA rated instruments are considered to have a high degree of
safety regarding timely servicing of financial obligations. Such instruments carry very
low credit risk. CARE A1 rated instruments are considered to have a very strong degree of
safety regarding timely payment of financial obligations. Such instruments carry the
lowest credit risk. Modifiers (+/-) reflect the comparative standing within the category.
AUDITORS AND AUDITORS' REPORT Statutory
Auditors
Pursuant to Section 139 of the Act read with Rule 3 of the Companies
(Audit and Auditors) Rules, 2014, the Shareholders of the Company at their 37th
AGM held on September 28, 2021, approved the appointment of Walker Chandiok & Co. LLP,
Chartered Accountants (Firm Registration No. 001076N/ N500013) as the Statutory Auditors
of the Company for a term of five (5) consecutive years i.e. from the conclusion of 37th
AGM till the conclusion of the ensuing 42nd AGM of the Company.
As the first term of 5 (five) consecutive years of Walker Chandiok
& Co. LLP as the Statutory Auditors of the Company ends at the conclusion of the 42nd
AGM, the Board of Directors on the recommendation of the Audit Committee, at its meeting
held on May 06, 2026, has approved and recommended to the Shareholders the re-appointment
of Walker Chandiok & Co LLP as the Statutory Auditors of the Company for a second term
of 5 (five) consecutive years from the conclusion of the 42nd AGM till the
conclusion of the 47th AGM of the Company to be held in the year 2031. In this
regard, the Company has received consent from Walker Chandiok & Co LLP for their
proposed re-appointment along with a certificate confirming that they satisfy the criteria
provided under Section 141 of the Act and the re-appointment, if made, shall be in
accordance with the applicable provisions of the Act and rules framed thereunder.
An Ordinary Resolution is proposed at the ensuing AGM of the Company,
seeking the approval of the Shareholders for the re-appointment of Walker Chandiok &
Co LLP, as the Statutory Auditors of the Company for a second term of five (5) consecutive
years. A brief profile of the Audit Firm, together with other relevant disclosures under
Regulation 36(5) of the SEBI Listing Regulations, forms an integral part of the Notice
convening the 42nd AGM.
Audit Report
The Auditors' Report read together with Annexures referred
to in the Auditors' Report for FY2026 forms an integral part of the
Annual Report. The Auditor's Report does not contain any qualification, reservation or
adverse remark.
Cost Auditor
Pursuant to the provisions of Section 148 read with the Companies (Cost
Records and Audit) Rules, 2014 and the rules made thereunder, Mr. R. Krishnan, Cost
Accountant (Membership No.7799), was appointed as Cost Auditor of the Company for the
FY2026. The Shareholders ratified the appointment and remuneration of the Cost Auditor in
their meeting held on August 8, 2025.
Further, pursuant to Section 148(2) and (3) of the Act, read with Rule
4 of the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies
(Audit and Auditors) Rules, 2014, the Board of Directors on the recommendation of the
Audit Committee, at its meeting held on May 6, 2026, have approved the appointment of Mr.
R. Krishnan, Cost Accountant, as Cost Auditor, to audit the Cost Records of the Company
for FY 2026-27. An Ordinary Resolution seeking ratification of the remuneration payable to
the Cost Auditor for conducting the audit of the applicable cost records of the Company
for FY 2026-27 forms part of the Notice convening the 42nd AGM.
Cost Audit Report
The Company has maintained the Cost Records as specified by the Central
Government under Section 148(1) of the Act. The Cost Audit Report does not contain any
qualification, reservation or adverse remark.
Secretarial Auditors and Report
Pursuant to the provisions of Regulation 24A of the Listing Regulations
and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Shareholders at their 41st Annual
General Meeting held on August 8, 2025 had approved the appointment of TVA & Co. LLP,
Company Secretaries, a peer reviewed firm (PR No: 6544/2025) as the Secretarial Auditors
of the Company for a term of five (5) consecutive financial years from FY 2025-26 till FY
2029-30.
The Secretarial Audit Report for FY2026 received from the Secretarial
Auditors is annexed herewith as Annexure-C forming an integral part of this Report. The
Secretarial Audit Report does not contain any qualification, reservation, adverse remark
or disclaimer.
REPORTING OF FRAUDS
There was no instance of fraud during FY2026 which was required to be
reported by the Statutory Auditors to the Audit Committee or the Board under Section
143(12) of the Act and rules made thereunder.
AUDIT COMMITTEE
As on the date of this report, the Audit Committee comprises of Mr.
Tushar Jain as its Chairman, Mr. Sharad Jaipuria and Mr. Pushp Jain as its members. Brief
terms of reference,
meetings and attendance of the Audit Committee are included in the
Corporate Governance Report forming an integral part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
Induction, Re-appointment, Retirements and Resignations
In accordance with the provisions of the Act and Articles of
Association of the Company, Mr. Abhishek Khaitan (DIN: 00772865), Managing Director of the
Company, is liable to retire by rotation at the ensuing AGM and being eligible, offered
himself for re-appointment. The Board of Directors on the recommendation of the
Nomination, Remuneration and Compensation Committee ("NRC Committee”),
recommended the re-appointment of Mr. Abhishek Khaitan at the ensuing AGM. A brief resume
of Mr. Abhishek Khaitan seeking re-appointment along with the disclosure specified under
Regulation 36(3) of the Listing Regulations are provided in the notice of the 42nd
AGM.
The Board is of the opinion that the Directors of your Company, possess
requisite qualifications, expertise and experience and they hold highest standards of
integrity.
In accordance with Section 2(51) and 203 of the Act read with the rules
made thereunder, following are the KMPs of the Company:
(i) Dr. Lalit Khaitan - Chairman and Managing Director
(ii) Mr. Abhishek Khaitan - Managing Director
(iii) Mr. Amar Singh - Whole Time Director
(iv) Mr. Dilip K. Banthiya - Chief Financial Officer and
(v) Mr. Dinesh Kumar Gupta - SVP- Legal & Company Secretary
During the year under review, there was no change in the Directors or
KMPs of the Company.
The Company has a NRC Committee and it has formulated the criteria for
determining the qualifications, positive attributes and independence of a director. The
criteria includes that a person to be appointed to the Board of the Company should possess
in addition to the fundamental attributes of character and integrity, appropriate
qualifications, skills, experience and knowledge.
Declaration by Independent Directors
All the Independent Directors of the Company have given their
declarations to the Company under Section 149(7) of the Act that they meet the criteria of
independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) of
the Listing Regulations and are not disqualified from continuing as Independent Director
and that they have registered themselves as an Independent Directors in the data bank
maintained with the Indian Institute of Corporate Affairs ("IICA”).
The Independent Directors have also confirmed that they have complied
with Schedule IV of the Act and the Company's Code of Conduct for Directors and Senior
Management.
Based on the disclosures received, the Board is of the opinion that,
all the Independent Directors fulfil the conditions specified in the Act and Listing
Regulations and are independent of the management.
The Company follows a policy of transparency and maintains an arm's
length relationship with its Independent Directors. No transaction was entered into with
Independent Directors during the year which could have any material pecuniary relationship
with them. Apart from sitting fees, no remuneration was paid to any of the Independent
Directors.
Policy on Nomination, Remuneration and Board Diversity
The Board of Directors has framed a Policy which lays down a framework
in relation to the remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company. This Policy also lays down criteria for selection and
appointment of the Board Members as well as diversity of the Board. The Company recognizes
the benefits and importance of having a diverse Board of Directors in terms of skill set
and experience. The Company has an optimum mix of executive and non-executive directors,
independent directors including an independent woman director. The policy relating to the
remuneration of Directors, Key Managerial Personnel, Senior Management and other employees
is framed with the object of attracting, retaining and motivating talent of the Company.
The details of the policy are explained in the Report on Corporate Governance, and the
policy is available on the Company's website at https://www.radicokhaitan.com/wp-
content/uploads/?0?6/04/Policy-on-Nomination-Remuneration- and-Diversity.pdf
Performance Evaluation
The Board is committed to the transparency in assessing the performance
of Directors. In accordance with the Act read with Rules made thereunder and Regulation
4(2)(f) of the Listing Regulations, the Company has framed a policy for the formal annual
evaluation of the performance of the Board, its committees and individual Directors.
The Company has put in place a robust framework for evaluation of the
Board, its Committees, the Chairman, individual Directors and the governance processes
that support the Board's functioning. This framework covers specific criteria and the
grounds on which all Directors in their individual capacity are evaluated.
The key criteria for performance evaluation of the Board and its
Committees include aspects such as composition and structure, effectiveness of Board
processes, information sharing and functioning. The criteria for performance evaluation of
the individual Directors include aspects such as professional conduct, competency, and
contribution to the Board and Committee meetings. The criteria for performance evaluation
of the committees of the Board include aspects such as the composition of committees and
effectiveness of committee meetings. The performance evaluation of the individual
Directors and Independent Directors was done by the entire Board excluding the Director
being evaluated. The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors. The Board of Directors expressed
their satisfaction with the evaluation process.
Roles and Responsibilities of Board Members
The Company has laid out the Policy defining the structure and role of
the Board Members. The Company has an Executive Chairman and Managing Director, Dr. Lalit
Khaitan, a Managing
Director, Mr. Abhishek Khaitan and an optimum combination of executive
and non-executive Directors. The duties of the Board Members including Independent
Directors have been elaborated in accordance with the Listing Regulations, Section 166 and
Schedule IV of the Act. There is a clear segregation of responsibility and authority
amongst the Board Members.
PARTICULARS OF EMPLOYEES AND REMUNERATION
In terms of the first proviso to Section 136 of the Act, the Report,
including the Financial Statements, are being sent to the shareholders excluding the
disclosure of remuneration of employees as required under Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Any member interested in obtaining the copy of said statement may
write to the Company Secretary at investor@radico.co.in or visit the registered office of
the Company during working hours of the Company i.e., from Monday to Friday between 11:00
A.M. and 5:00 P.M. (IST). The statement containing information as required under the
provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-D forming an
integral part of this Report.
MEETINGS OF THE BOARD AND BOARD COMMITTEES
In compliance with the statutory requirements, the Company has
formulated the Board committees viz. Audit Committee, Nomination, Remuneration and
Compensation Committee, Sustainability and Corporate Social Responsibility (CSR)
Committee, Risk Management Committee, Stakeholders' Relationship Committee, Committee of
Directors, Environment, Social and Governance Committee and Committee of Independent
Directors.
All the recommendations made by the Committees of the Board, including
the Audit Committee, were accepted by the Board.
The Board of Directors met five (5) times during the FY2026. A detailed
update on the Board, its composition, governance of committees including detailed charter
and terms of reference of various Board Committees, number of Board and Committee meetings
held during FY2026 and attendance of the Directors at each meeting is provided in the
Report on Corporate Governance, which forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134
of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as
Annexure-E forming an integral part of this Report.
ENVIRONMENTAL PROTECTION MEASURES TAKEN BY THE COMPANY
The Company is committed to corporate responsibility for environmental
protection and has implemented several measures
to enhance safety, health, and environmental stewardship. These
measures include creating standard operating procedures, providing resource conservation
training for all employees, maintaining good housekeeping practices, developing green belt
areas, and preparing for onsite emergencies. Sustainable living is an integral part of the
long-term business strategy, and the Company continuously works to minimize its
environmental impact while improving the lives of people throughout its product value
chain.
INTERNAL FINANCIAL CONTROLS
The Board of Directors of the Company has devised systems, policies,
procedures and frameworks, which are currently operational within the Company for ensuring
the orderly and efficient conduct of its business, which includes adherence to the
policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely preparation of reliable financial
information.
The internal financial controls have been documented, digitised and
embedded in the business processes. Assurance on the effectiveness of internal financial
controls is obtained through management reviews, controls, self-assessment, continuous
monitoring by functional experts as well as testing of the internal financial control
systems by the internal auditors during their audits. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively
and are operating as intended.
Management team has assessed the effectiveness of the Company's
internal control over financial reporting as at March 31, 2026. The Statutory Auditors of
the Company have audited the financial statements included in this Report and issued their
report on internal control over financial reporting as defined under Section 143 of the
Act. For FY2026, the Company had appointed SCV & Co. LLP along with Ernst & Young
LLP as joint Internal Auditors to carry out the Internal Audit. The audit is based on
focused and risk-based internal plans, which are reviewed every year in consultation with
the Audit Committee. In line with international practices, the focus of Internal Audit is
oriented towards the review of internal controls and risks in operations.
RISK MANAGEMENT
The Company's business is exposed to a variety of risks which are
inherent to a liquor manufacturing company in India. In this volatile, uncertain and
complex operating environment, only companies that manage their risk effectively can
sustain. The Board of Directors of the Company has constituted a Risk Management Committee
("RMC”) which assists the Board in monitoring and reviewing the risk management
plan, implementation of the risk management framework of the Company and such other
functions as the Board may deem fit. Risk management is embedded in the Company's
corporate strategies and operating framework, and the risk framework helps the Company to
meet its objectives by aligning operating controls with the corporate mission and vision.
The Company's risk management framework supports an efficient and risk-conscious business
strategy, delivering minimum disruption to business and creating value for our
stakeholders. The Company has in place comprehensive risk assessment and minimization
procedures, integrated
across all operations and entails the recording, monitoring and
controlling enterprise risks and addressing them timely and comprehensively. The risks
that the Company faces are reviewed by the RMC, the Audit Committee and the Board from
time to time and new risks are identified based on new business initiatives and the same
are assessed. Risk minimisation framework and controls are designed and implemented
appropriately.
INSURANCE OF FIXED ASSETS
Your Company has adequately insured all its properties including plant
and machinery, buildings and stocks.
SAFETY & WELLBEING OF WOMEN/PREVENTION OF SEXUAL HARASSMENT
The Company is committed towards promoting the work environment that
ensures every employee is treated with dignity and respect and afforded equitable
treatment irrespective of their gender, race, social class, caste, creed, religion, place
of origin, sexual orientation, disability or economic status. Gender equality and women's
safety is a very important part of Radico Khaitan's human resource policies. The Company
has zero tolerance for sexual harassment at the workplace, and it has adopted a Policy for
the prevention, prohibition and redressal of sexual harassment at workplace in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act”) and the Rules framed thereunder. Periodic
sessions were also conducted to apprise employees and build awareness on the subject
matter. The Company's key focus is to create a safe, respectful and inclusive workplace
which fosters professional growth for each employee.
As per the requirement of the POSH Act and Rules made thereunder, the
Company has constituted Internal Complaint Committee ("ICC”) to redress the
complaints received regarding sexual harassment. During the year under review, no cases
were reported to the ICC.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company is compliant with the applicable provisions of the
Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure
ongoing compliance.
WHISTLE BLOWER MECHANISM / VIGIL MECHANISM
The Company has in place a Whistle Blower Policy and has established a
robust vigil mechanism for Directors and employees in confirmation with Section 177(9) of
the Act and Regulation 22 of the Listing Regulations, to report concerns about unethical
behaviour and provides for direct access to the Chairman of the Audit Committee in
exceptional cases. This policy enables employees to report concerns related to fraud,
malpractice, or any activity contrary to the Company's interests or societal welfare and
protection of employees. This Policy is also applicable to the Directors of the Company.
All cases reported as part of whistle-blower mechanism are taken to their conclusion
within a reasonable timeframe.
The details of Complaints received and the actions taken, if any, have
been reviewed by the Audit Committee. The functioning of the Vigil Mechanism is reviewed
by the Audit Committee
from time to time. The Whistle Blower Policy is disclosed on the
Company's website at https://www.radicokhaitan.com/wp-
content/uploads/?0??/09/Whistle-Blower-Policy.pdf
SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY
(CSR)
The Company believes in the long-term sustainability by creating value
for its stakeholders and society. The Company is committed to pursue responsible growth
and recognizes its responsibility towards the society where it operates as a good
corporate citizen. CSR at the Company is creating sustainable programs that actively
contribute to and support the social and economic development of the society. The Company
is committed to community development, women empowerment, enhancing livelihood, promoting
education and health care including preventive health care and ensuring environmental
sustainability. As a part of its CSR programmes, the Company partners with the community
and addresses issues of water, sanitation, education, healthcare and skill-building.
Company also promotes and encourages responsible drinking through various campaigns,
taking preventative actions, education and raising awareness and bringing communities on
board to address local challenges at their root. The CSR policy is disclosed on the
Company's website at https://www.radicokhaitan.com/ wp-content/uploads/?0?4/11
/CSR-policy.pdf
As on March 31,2026, the CSR Committee comprises of Dr. Lalit Khaitan
as Chairman, Mr. Abhishek Khaitan, Mr. Amar Singh and Ms. Sushmita Singha as Members.
In terms of Section 135 of the Act read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, the
Annual Report on Corporate Social Responsibility Activities for FY2026 is annexed as
Annexure- F forming an integral part of this report.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) FOCUS
For the Company, sustainability is not just a practice-it is a core
principle that guides every aspect of its operations. With a firm commitment to
environmental responsibility, the Company emphasizes efficient resource use, minimal waste
generation, and conscious energy management. Social values are deeply embedded in its
culture, promoting a safe, inclusive, and empowering environment for its workforce. Strong
governance practices anchored in transparency, ethics, and accountability ensure long-term
value creation. These ESG pillars collectively drive the Company's aim of building a
responsible and future- ready organization.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance
systems established and maintained by the Company, the work performed by the Internal
Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal
Financial Controls over financial reporting by the Statutory Auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's Internal Financial Controls were adequate
and effective during FY2026.
To the best of knowledge and belief and according to the information
and explanations obtained by them, your Directors make the following statements in terms
of Section 134(3)(c) and 134(5) of the Act:
(i) In the preparation of the Annual Accounts for the year ended March
31,2026, the applicable accounting standards have been followed along with proper
explanation relating to material departures.
(ii) The Board has 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 as at March 31, 2026, and
the profit of the Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(iv) The annual accounts have been prepared on a going concern basis.
(v) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
(vi) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During FY2026, pursuant to the provisions of Section 124 of the Act
read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("IEPF Rules”) read with the relevant circulars
and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period
of seven (7) years from the due date were duly transferred to the Investor Education and
Protection Fund ("IEPF”), constituted by the Central Government along with the
corresponding Equity shares in respect of which dividend remained unpaid or unclaimed for
the last seven (7) Consecutive years or more.
Further, dividend(s) declared during the year pertaining to the equity
shares transferred to the demat account of the IEPF Authority, were also credited to the
IEPF account.
The Claimant(s), whose unclaimed amount/shares have been transferred by
the Company to IEPF account may claim their amount/ shares by complying with the procedure
stipulated in the IEPF Rules.
Mr. Dinesh Kumar Gupta, Senior Vice President - Legal and Company
Secretary of the Company acts as the Nodal Officer in accordance with the provisions of
IEPF Rules.
OTHER DISCLOSURES:
(i) Extract of Annual Return
As per Section 134(3) of the Act, the Annual Return referred to in
Section 92(3) of the Act for FY2026 is available on the website of the Company at
https://radicokhaitan. com/wp-content/uploads/?0?6/07/MGT-7-Annual- Return-2075-76.pdf
(ii) Public Deposits
During FY2026, the Company has neither invited nor accepted any
deposits from the public within the meaning of Section 73 of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014.
(iii) Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act are given in the notes to Financial Statements.
(iv) Particulars of Contract or Arrangements with
Related Parties
All transactions entered with Related Parties for FY2026 were on arm's
length basis and in the ordinary course of business and were approved by the Audit
Committee. Further, the disclosure of material related party transactions at arm's length
basis as required under Section 188(1) of the Act in Form AOC-2 is annexed as Annexure-B.
The Board of Directors of the Company had laid down the criteria for
granting the omnibus approval by the Audit Committee for the transactions which are
repetitive in nature and in line with the Policy on Materiality of and dealing with
Related Party Transactions ("RPT Policy”) adopted by the Company. Audit
Committee grants omnibus approval for the Related Party Transactions which are of
repetitive in nature. A statement giving details of all Related Party Transactions are
placed before the Audit Committee for review on a quarterly basis.
The RPT Policy is disclosed on the Company's website at
https://radicokhaitan.com/wp-content/uploads/7076/07/
Related-Party-Transactions-Policy.pdf
(v) Orders Passed by Courts/Regulators
During FY2026, no significant and material orders were passed by the
Regulators/Courts/Tribunals which may impact the going concern status and Company's
operations in future.
(vi) Secretarial Standards
The Company has followed with the applicable Secretarial Standards on
Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the
Institute of Company Secretaries of India ("ICSI”).
(vii) Corporate Governance Report
The Company is in compliance with the requirements of Corporate
Governance as stipulated under the Listing Regulations. The Corporate Governance Report
including
a certificate from TVA & Co. LLP, Company Secretaries, regarding
compliance of the conditions of Corporate Governance is annexed herewith and forms part of
the Annual Report.
(viii) General Reserve
Your directors do not propose to transfer any amount to General Reserve
and the entire amount of profit for FY2026 forms part of retained earnings.
(ix) Management Discussion and Analysis
Management Discussion and Analysis Report, as required under the
Listing Regulations, is provided as a separate report and forms part of the Annual Report.
(x) Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report
("BRSR”) for FY2026 highlighting the Company's adherence to the principles
outlined in the 'National Guidelines on Responsible Business Conduct'. The Company
actively promotes its suppliers, partners, and other stakeholders in adopting these
principles.
This report offers stakeholders insights into the Company's
Environmental, Social, and Governance ("ESG”) initiatives. The BRSR framework
encompasses nine (9) core principles that listed companies must uphold in their business
operations.
The Company has obtained reasonable assurance on the BRSR Core
indicators. Accordingly, the BRSR for FY2026, along with the assurance statement thereon,
is annexed herewith and forms part of the Annual Report pursuant to Regulation 34 of the
SEBI Listing Regulations.
(xi) Change in the Nature of Business
There is no change in the nature of business during FY2026.
(xii) Details of Material Changes from the end of
FY2026
There have been no material changes and commitments, affecting the
financial position of the Company which occurred between the end of the FY2026 till the
date of this Report, other than those already mentioned in this Report.
(xiii) Application made or proceedings pending under the Insolvency and
Bankruptcy Code, 2016 along with their status as at the end of the financial year.
During FY2026, the Company has neither made any application, nor any
proceedings are pending under the Insolvency and Bankruptcy Code, 2016.
(xiv) The details of difference between amount of the valuation done at
the time of one-time settlement and the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof
During FY2026, no one-time settlement was made with respect to any
amount of loan raised by the Company from any banks or financial institution.
(xv) Dispatch of Annual Report through electronic
mode
Pursuant to Circular No. 14/2020 dated April 8, 2020,
Circular No. 20/2020 dated May 5, 2020 and subsequent circulars issued
in this regard, the latest being 03/2025 dated September 22, 2025, issued by the Ministry
of Corporate Affairs (the "MCA") and Regulation 36(1)(a) of the Listing
Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026
dated January 30, 2026 and other relevant circulars issued by the MCA/SEBI in this regard
(the "Circulars"), Notice of AGM and Annual Report will be sent through e-mail
to those Members / beneficial owners whose name appear in the Register of Members/list of
beneficiaries received from the Depositories as on Friday, July 10, 2026, and to those
members whose e-mail id(s) are registered with the Company or its RTA.
Further, pursuant to Regulation 36(1 )(b) of the Listing Regulations,
the Company will also send a letter to shareholders providing the web-link including the
exact path for accessing the Annual Report to those Members who have not registered their
e-mail address with the Company or its RTA or Depositories.
The aforesaid documents will also be available on the Company's website
at www.radicokhaitan.com. website of the stock exchanges i.e. BSE Limited and National
Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively and
on the website of the RTA at https://evoting.kfintech.com/public/Downloads.aspx
Acknowledgements
Your Directors take this opportunity to express their sincere
appreciation to all the employees for their commitment and contribution to the success of
the Company. Their enthusiasm and hard work have enabled the Company to be at the
forefront of the industry. We also take this opportunity to thank all our valued customers
who have appreciated and cherished our products.
The Board extends its heartfelt thanks to the investors and bankers for
their ongoing support throughout the year. The Directors also acknowledge the guidance and
assistance from regulatory authorities, including SEBI, Stock Exchanges, and other Central
and State Government agencies. In addition, the Board appreciates the support and
collaboration from supply chain partners and other business associates. We look forward to
their continued partnership and support in the future.
|
For & on behalf of the Board |
|
Dr. Lalit Khaitan |
| Place: New Delhi |
Chairman & Managing Director |
| Date: May 6, 2026 |
DIN : 00238222 |
|