Equity Analysis

TO THE MEMBERS

Your Directors have pleasure in presenting the 41st Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2024.

The summary of the Company's financial results for the financialyear ended March 31, 2024 is furnished below:

(Rs. Lakhs)

During the year, the revenue from operations (net of excise duty) stood at Rs. 61,523.04 (in Lakhs) as compared to Rs. 59,350.57 (in Lakhs) financial year ended March 31, 2023.

An amount of Rs.15,152.13 Lakhs is proposed to be retained in the statement of Profit & Loss.

Gross revenues increased to Rs. 2,41,530.23 Lakhs, against Rs.2,32,574.01 Lakhs in the previous year. Profit before depreciation, exceptional item and taxation was Rs. 18,734.62 Lakhs against Rs. 13,742.91 Lakhs in the previous year. After providing for depreciation and taxation of Rs. 613.41Lakhs and Rs. 2,969.08 Lakhs respectively, the net profit of the Company for the year under review was placed at Rs.15,152.13 Lakhs as against Rs.9,986.48 Lakhs in the previous year.

The Board has recommended final dividend at the rate 70% for the year ended March 31, 2024 i.e. Rs.7/- per equity shares of Rs.10/-each fully paid up equity shares out of net profits for the year. (Last year Rs. 6/- Per equity shares of

Rs.10 each). The Dividend of 70 %, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 1279.43 lakhs to the company.

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

In terms of the regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Board has approved and adopted Dividend Distribution Policy of the Company. The policy is annexed to this report as Annexure 1 and can also be accessed at https://www.gmbreweries.com/company-policies.htm.

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting issue of bonus shares in the ratio of 1 : 4 i.e. one new fully paid equity share of Rs.10 for every four equity shares of Rs.10 held in the company. The bonus issue if approved at the forth coming Annual General Meeting, will result in capitalization of profit & loss account to the extent of Rs. 4,56,93,850/-.

As on March 31, 2024, the Company has authorized share capital of Rs. 7000 Lakhs consisting of Rs.6000 Lakhs

Equity Share Capital comprising 6,00,00,000equitysharesofRs.10/-eachandRs.1000LakhUnclassified shares comprising 1,00,00,000 shares of Rs.10/- each.

The Issued, Subscribed and Paid up Share Capital of the Company is Rs.1827.75 Lakh divided into 1,82,77,538 fully paid up Equity Share of Rs.10/- each.

The Company has neither issued any shares through differential voting rights nor issued any sweat equity shares during the year.

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

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

As of the date of this report, the Board of Directors of the Company comprises of 8 (Eight) members with 3 (three) Executive Director and 5 (Five) Non Executive Independent Directors.

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

The Board would like to place on record its sincerest appreciation and gratitude for the exemplary service rendered by Mr. Dilip Diwan & Mr. Paresh Trivedi towards the development and growth of the company.

During the FY 23-24, Mrs. Shilpa Rathi resigned with effect from August 21, 2023 as Company Secretary of the

Company and Mr. Sandeep Kutchhi was appointed as Vice President Finance & Company Secretary with effect from August 28, 2023.

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

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

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

All Independent Directors have furnished requsite declaration stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent

Directors have also confirmed that they have complied with the Company's Code of Business Conduct and Ethics.

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed. ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit or loss of the Company for the year ended on that date. iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors have prepared the annual accounts for the financial year ended March 31, 2024 on a going concern basis. v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

During the FY 2023-24, Four (4) Meetings of the Board of Directors of the Company were convened and held. The particulars of Meetings held and attended by each Director are detailed in the Corporate Governance Report that form part of this Annual Report as Annexure 6. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations and relevant relaxations granted from time to time.

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

The Board of Directors has evaluated the performance of Independent Directors during the year 2023-24 and expressed their satisfaction with the evaluation process. Independent Directors, in their separate meeting reviewed the performance of the Non-Independent Directors and the Board as a whole and also reviewed the performance of the Chairman after taking into account the views of all the Directors. The outcome of this performance evaluation was placed before the meetings of the Nomination and Remuneration Committee and Independent Directors for the consideration of the members. The committee expressed overall satisfaction on the performance of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole.

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

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

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

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

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

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

All transactions with related parties, including agreement/contracts entered into during FY23-24 were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company's Policy on Related Party Transactions.

There are no particulars to be furnished in Form AOC-2 as required under Section 134(3)(h) of the Act read with

Rule framed thereunder in respect of the related party transactions falling under the preview of Section 188(1) of the Act during the year under review. Refer Note No. 31 of the Financial Statement for disclosure on related party transactions.

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

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the

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

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

No frauds have been reported by the Statutory Auditors during the Financial Year 2023-2024 pursuant to the provisions of Section 143(12) of the Act.

The Reports given by M/s. V. P Mehta & Company, Chartered Accountants on the Financial Statements of the

Company for FY 2023-24 does not contain any qualification, reservation or adverse remarks and forms part of the

Annual Report.

The details relating to fees paid to the Statutory Auditors are given in the Note No. 35 of the Financial Statements.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Ms. Kala Agarwal,

Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

The Report of Secretarial Audit in form MR-3 in accordance to Section 204 of Companies Act, 2013 and Secretarial

Compliance Report in accordance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2024 is annexed herewith and marked as "Annexure-2" to this Report.

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

There were no outstanding deposits within the meaning of Section 73 & 74 of the Act read with Rules framed thereunder, at the end of FY 23-24 or the previous financial year.

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

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

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

The Company has constituted a business risk management committee under the Companies Act, 2013 and Regulation

21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this report.

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

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instances of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

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

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) &5(3) of

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

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

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

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

The Company in order to prevent and redress complaints of Sexual Harassment at workplace, it has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported to the Committee during the year under review.

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

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

Report.

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Corporate Governance Report for the year ended March31, 2023 along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as "Annexure 6".

The Company has a Code of Conduct for Regulating, Monitoring and Reporting of Tradingby Insiders ("PIT

Policy") for connected persons,designated persons and the insiders (collectivelythe "Insiders") as defined under the SEBI(Prohibition of Insider Trading) Regulations, 2015("PIT Regulations"). The Policy provides adequate safeguard against victimization. The Audit Committee reviews the Institutional Mechanism for prevention of insider trading. The aforementioned policy is available on the website of the Company at https://www.gmbreweries.com/company-policies.htm.

In respect of the dividend declared for the previous financial years Rs. 66,85,532 remained unclaimed as on March 31,

2024. Further, pursuant to provisions of Section 124(5) of the Companies Act, 2013, dividend lying unclaimed in the unpaid dividend account for a period of 7 (Seven) years is required to be transferred by the Company to the Investor

Education & Protection Fund ("IEPF"). Accordingly, an amount of Rs.6,60,125 (Rupees Six Lakh Sixty Thousand

One Hundred and Twenty five Only) being dividend for the financial year 2015-16 lying unclaimed for a period of 7 years was transferred by the Companyduringthefinancial 2023-24 to the IEPF. year

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

Vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f. 5.5.2021 has replaced filing of Business Responsibility Report with Business Responsibility and Sustainability Report. The Company is pleased to present its 2nd Business Responsibility and Sustainability Report (BRSR) for FY 2023-24 which is part of this Annual Report.

Cash and cash equivalents as at March 31, 2024 was Rs.104.49 lakhs. The company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

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

There are no significant or material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e., March 31, 2024 and as on the date of this

Board's Report.

During the year under review, no significant / material orders were passed by the regulators or the Courts or the

Tribunals impacting the going concern status and the Company's operations in future.

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as at the end of the Financial Year 2023-24.

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State

Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.