To, The Members,
Your directors feel immense pleasure in presenting the 51st Annual Report of
Dabur India Limited ("Dabur", "Company" or "Your Company"),
for the financial year ended March 31, 2026 ("FY 2025-26").

Financial Results
The standalone and consolidated financial performance of the Company is summarised in
the table below:
(Rs. in crores)

  

    

    
Consolidated
    
Standalone
  
  

    
Particulars
    
FY 2025-26
    
FY 2024-25
    
FY 2025-26
    
FY 2024-25
  
  

    
Revenue from Operations including other
    
13,792.34
    
13,113.19
    
9,861.02
    
9,522.65
  
  

    
Income
    

    

    

    

  
  

    
Less: Expenses
    

    

    

    

  
  

    
Cost of goods sold
    
6,823.77
    
6,534.86
    
5,086.27
    
4,962.05
  
  

    
Employee benefits expenses
    
1,375.64
    
1,291.23
    
813.76
    
776.86
  
  

    
Finance cost
    
145.40
    
163.50
    
82.31
    
99.58
  
  

    
Depreciation and Amortization expenses
    
468.93
    
445.60
    
260.83
    
250.93
  
  

    
Other Expenses
    
2,541.32
    
2,420.66
    
1,702.20
    
1,624.89
  
  

    
Total Expenses
    
11,355.06
    
10,855.85
    
7,945.37
    
7,714.31
  
  

    
Profit before share of profit from joint
    venture and exceptional items and tax
    
2,437.28
    
2,257.34
    
NA
    
NA
  
  

    
Share of profit/(loss) of Joint Venture
    
(1.80)
    
0.55
    
NA
    
NA
  
  

    
Profit before exceptional items and tax
    
2,435.48
    
2,257.89
    
1,915.65
    
1,808.34
  
  

    
Exceptional items
    
15.05
    
-
    
15.05
    
-
  
  

    
Profit before tax
    
2,420.43
    
2,257.89
    
1,900.60
    
1,808.34
  
  

    
Tax expense
    
551.74
    
517.47
    
409.48
    
405.12
  
  

    
Net Profit for the year
    
1,868.68
    
1,740.42
    
1,491.12
    
1,403.22
  
  

    
Other comprehensive income / (loss) for the year
    
118.52
    
89.09
    
2.47
    
65.95
  
  

    
Total comprehensive income for the year
    
1,987.20
    
1,829.51
    
1,493.59
    
1,469.17
  
  

    
Total comprehensive income attributable to -
    

    

    

    

  
  

    
Owners of the Holding Company
    
2,013.55
    
1,856.72
    
NA
    
NA
  
  

    
Non-Controlling interest
    
(26.34)
    
(27.21)
    
NA
    
NA
  


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 21, 2025. We are pleased to recommend a
final dividend of Rs. 5.50 per equity share of Re.1/- each fully paid up (being 550%) for
FY 2025-26. 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. 8.25/- per equity share of Re.1/-
each fully paid up (being 825%) as against Rs. 8 per share of Re.1/- each fully paid up
(being 800%) declared last year. For the financial year ended on March 31, 2026, the
dividend payout ratio for standalone financials is 98.1% and consolidated financials is
77.2%. 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 2017-18 amounting to Rs. 
1,74,91,082/- and interim dividend for FY 2018-19 amounting to Rs.
34,33,097.84/- 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 2024-25
(updated up to the date of 50th Annual General Meeting ("AGM") held
on August 07, 2025) and for interim dividend declared during FY 2025-26 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 2025-26 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 2025-26 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 2025-26. During FY 2025-26,
Consolidated Total Income was Rs. 13,792.34 crores as against Rs. 13,113.19 crores in the
previous year. Further, Net Profit after Tax (after minority interest) for the financial
year stood at Rs. 1,895.03 crores as against Rs. 1,767.63 crores in the previous financial
year.

OPERATIONS AND BUSINESS PERFORMANCE/STATE OF COMPANY'S AFFAIRS
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 FY 2024-25 & 2025-26, 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.
FY 2025-26 saw Dabur break ground for its new greenfield site in
Tindivanam, Tamil Nadu. The formal ground breaking ceremony was conducted by the
Hon'ble CM of Tamil Nadu in February 2026 post which construction started in full
swing. The factory is expected to begin operations by end of FY 2026-27 with Red
Toothpaste & Gulabari, with more lines and product categories to be added in the
future.
Internationally, over the years, Dabur has evolved into a global
powerhouse, establishing its presence in more than 120 countries worldwide with
manufacturing presence across nine countries spanning multiple continents.
Dabur ended FY 2025-26 with a Consolidated Revenue from Operations of
Rs. 13,192.57 crore and Consolidated Operating Profit of Rs. 2,451.84 crore. Profit after
Tax after minority stood at Rs 1,895.03 Crore. The International Business reported a
constant currency growth of 6.2% in FY 2025-26.
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, asthemselves for re-
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 ratings indicate 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 reaffirmed the AAA (Stable) rating on the
long-term Bank limits and A1+for short term limits. 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 at every AGM. Accordingly, Mr. Saket Burman (DIN: 05208674),
Non- Executive Director (Vice-Chairman) 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. Rajiv Mehrishi (DIN: 00208189) as a Non-
Executive Independent Director of the Company for a term of 5 (five)
consecutive years w.e.f. September 01, 2021 to August 31, 2026. He is eligible for
reappointment as Independent Director. Considering the performance of Mr. Mehrishi, the
Board of Directors of the Company ("the Board"), on the recommendation of
Nomination and Remuneration Committee, in their meeting held on May 07, 2026 have
re-appointed him for a second term of 5 (five) consecutive years, with effect from
September 01, 2026 to August 31, 2031, subject to approval of shareholders to be obtained
in the ensuing AGM.
The Company has received necessary disclosures and notice under section
160 of the Act 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 had also appointed Mr. Mukesh Hari Butani (DIN: 01452839) as
Non-Executive Independent Director of the Company w.e.f. January 01, 2026, for a second
term of 5 (five) consecutive years till December 31, 2030. His appointment was
subsequently approved by shareholders of the Company at the AGM held on August 07, 2025.
However, owing to Mr. Butani's other professional priorities and engagements, he has
expressed his intention to rationalize and reduce his overall Board commitments.
Accordingly, he has formally requested that his current second term of re-appointment as
an Independent Director be curtailed from the originally approved term of five years to a
period of one year, i.e., from January 1, 2026 till December 31, 2026. The Board, on the
recommendation of Nomination and Remuneration Committee, in their meeting held on May 07,
2026 has accepted and approved his request and recommended the same to the shareholders
for their approval at the ensuing AGM.
The Company has received necessary declaration(s) 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 reappointed, 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.
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, 2026, 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 & Global Chief Executive
Officer
Mr. Ashok Kumar Jain, Executive Vice President (Finance) & Group
Company Secretary & Chief Compliance Officer 
Mr. Ankush Jain, Chief Financial Officer
Mr Saket Gupta, Company Secretary
During the year under review, Mr. Mohit Malhotra was redesignated as
the Whole-time Director &
Global Chief Executive Officer of the Company w.e.f. February 17, 2026.

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.

Performance Evaluation of the Board, its Committees and Individual
Directors including Independent Directors
Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with Nomination and Remuneration Committee, has
formulated a framework containing, inter-alia, the criteria for performance evaluation of
the entire Board of the Company, its committees and individual directors, including
Independent 
Directors. The framework is 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 Committees and each
Director has been carried out for FY 2025-26 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.

auditors

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 52nd 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 2025-26, which forms part of this
Annual Report. 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 FY 2026-27 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 FY 2024-25, 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 August 20, 2025.
There were no observations (including any qualification, reservation,
adverse remark, or disclaimer) of the Cost Auditors in the Report issued by them for FY
2024-25 which call for any explanation/comment from the Board ofDirectors.

Secretarial Auditors and their Report
M/s Chandrasekaran Associates, Company Secretaries, were appointed as
Secretarial Auditors of the Company for a term of 5 (five) consecutive years with effect
from April 01, 2025 until March 31,
2030 with requisite approval of the shareholders obtained at the 50th
Annual General Meeting of the Company held on August 07, 2025. The Secretarial Audit
Report submitted by them for FY 2025-26 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 2025-26 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 the
following:
(i) the Company had submitted applications on December 30, 2025 to NSDL
and CDSL for the credit of shares, on which dividend remained unclaimed or unpaid for a
consecutive period of 7 years, into the demat account of the IEPF Authority (last date of
transfer being January 04, 2026), however, the shares were ultimately credited to the IEPF
Authority's demat account on January 28, 2026;
Explanation- The additional time to credit the shares was taken by NSDL
on account of internal fee reconciliation issues.
(ii) pursuant to the applicable provisions of the Listing Regulations
read with NSE and BSE circular dated December 08, 2023 ("Circular"), submission
for the closure of trading window would also be required to submitted in XBRL mode within
24 hours of submission in PDF form for the closure of trading window. Whereas the
submission w.r.t the closure of trading window for the approval of financial results for
the quarter ended December 31, 2025, was made in PDF form and XBRL mode on December 17,
2025, and on December 22, 2025, respectively.
Explanation- As per the aforesaid circular, the PDF filings shall be
considered by the Exchange as compliance under Regulation 30 of the Listing Regulations,
which was submitted by the Company within prescribed timeline.

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 PricewaterhouseCoopers 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 and the Listing Regulations 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.
DOAisreviewedperiodicallybythemanagement and compliance of DOA is regularly checked and
monitored by the auditors.
The Company follows a robust 2-tier internal audit process:

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

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.

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 to take corrective action, wherever required.
The Company has in place a well-defined Whistle Blower Policy/ Vigil
Mechanism- "Direct Touch".
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.
Compliance related to tax related obligations of the Company is ensured
by way of tax 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 and such other
functions as may be prescribed by the Board. Evaluation of risk management systems is done
by the Audit Committee on yearly basis. 
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)
i.e. 
Mr. Ankush Jain, Chief Financial Officer & Mr. Ashok
Kumar Jain, EVP (Finance), Group Company Secretary and Chief Compliance
Officer, 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 several brands and
sub-brands across the three verticals of Home & 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.
Updates regarding key initiatives undertaken by the company are as
under:

1. Expanding Distribution Coverage and Improving Efficiency:
a) In terms of distribution, the Company increased its direct reach to
1.52 million retail outlets. The Company's total retail reach increased to 8.5
million outlets with addition of around 50,000 outlets during the year.
b) Village coverage expansion continued in FY 2025-26 with village
coverage touching 1.33 lakh villages.
c) Chemist coverage during FY 2025-26 increased by around 12,600
outlets to reach 2.91 lakhs chemists.
d) E-commerce with 35% growth and Modern Trade with 11% growth
continued to be drivers of Company's growth. Quick Commerce which is a part of
E-commerce grew by 55.6%.

2. Launch of Dabur Ventures – The Company announced the
launch of ‘Dabur Ventures' - INR 500 Crore investment platform with the aim to
invest in high-potential, new-age digital-first brands that demonstrate strong category
creation potential and is closely aligned with Dabur's long-term strategic
priorities. The initiative is consistent with Company's premiumization agenda. As a
part of this initiative, the Company has in March 2026, announced an investment of INR 60
Crores in new-age luxury skincare D2C company RAS Beauty Private Limited, over a period of
time.

3. Portfolio rationalisation for strategic focus - to unlock
growth capital and sharpen strategic focus, company decided to exit under-performing
categories like Vedic Tea, 
Adult & Baby Diapers and Dabur Vita. Company will continue to
undertake comprehensive portfolio evaluation at periodic intervals to streamline SKUs to
reduce complexity in the supply chain.

4. Fortifying Domestic Manufacturing footprint – FY
2025-26 marked an important milestone with the commencement of construction of our new
manufacturing facility in Tindivanam, Tamil Nadu. Strategically located to serve the
fast-growing southern Indian markets, the Tindivanam plant is envisioned as a modern,
multi-category facility designed to combine scale with sustainability, efficiency with
flexibility.

5. Driving cost efficiency
a) The Company achieved reduction in input costs driven its cost saving
program viz Project Samriddhi.
b) During the year, 2858 Nos of Kaizens were conducted to achieve
significant savings in manufacturing operations.
Further, updates regarding operational performance and projects
undertaken by the subsidiary companies can be referred in the report on performance of
subsidiaries attached to this report.

subsidiaries
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 and joint venture company.
During the year, no company has become or ceased to be a joint venture
or associate of the Company. However, during FY 2025-26, Dabur International FZE, the
step-down wholly owned subsidiary company of Dabur India Limited has on April 17, 2025
incorporated 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. No subsidiary
has ceased to be a subsidiary company during the financial year under review.
Dabur Tunisie, a step down wholly owned subsidiary company is under
process of liquidation and is expected to be completed by June 30, 2028.
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.
Further, the Financial Statements, as required, of the subsidiary
companies are 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.

CORPORATE SOCIAL RESPONSIBILITY

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 financial year are:
1. Eradicating hunger, poverty and malnutrition.
2. Promoting Health care including preventive health care.
3. Promotion of Ayurveda.
4. Ensuring environmental sustainability and ecological balance.
5. Promotion of Education.
During the year CSR programmes were also conducted in areas of: z
Vocational Training and Women empowerment, and z Promotion of Sports
The CSR policy of the Company is available on the Company's
website at weblink - https://www.dabur. com/dabur-policies-and-related-documents/
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 ANDL ISTING OFS HARES
The paid-up share capital of the Company as on March 31, 2026 is
Rs.1,77,36,90,172/- divided into 1,77,36,90,172 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, 13,71,920 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.

Employees Stock Option Plan
During FY 2025-26, 33,17,935 options were granted to eligible employees
of the Company and its subsidiaries in terms of Employees Stock Option Plan (Dabur ESOP
2000) and 20,96,938 options were forfeited/cancelled.
Further, during the year under review, there have been no changes in
the Dabur ESOP 2000 of the Company. Further, it is confirmed that the ESOP Scheme of the
Company is in compliance with SEBI (Share Based 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 Company 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, 2021 and in accordance with
the resolutions passed in the General Body Meetings will be available for inspection
during the AGM to any person having right to attend the AGM.

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 2025-26, 7 (Seven) Board Meetings were held. For details
thereof kindly refer to the section "Board of Directors - Number of Board
Meetings", in the Corporate Governance Report.

Audit Committee
The details pertaining to the composition of the Audit Committee as at
March 31, 2026 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.

ConservationofEnergy,TechnologyAbsorption, 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.

Annual Return
The Annual Return as on March 31, 2026 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 2025-26 are provided in the standalone financial statements
(refer Note No. 47).

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, exceeds the thresholds specified in
Schedule XII of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015)
according to the Related Party Transactions policy of the Company.
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.
Shareholders may refer to Related Party transactions in Note No. 54 of
the Standalone Financial Statements for further details.

Details in respect of frauds reported by Auditors other than those
which are reportable to the Central Government
The Statutory Auditors, Internal 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.
However, the Statutory Auditors have indicated a fraud detected by management of the
Company in their report, which was duly informed to the said Auditor, under Company's
whistle blower mechanism, as part of its effective internal control systems.

Public Deposits
During the year under review, the Company has neither accepted nor
renewed any deposits in terms of Section 73 of the Act and Rules framed thereunder. There
were no deposits which remained unclaimed or unpaid as at the end of the financial year.

Vigil Mechanism (Direct Touch)
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.

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 subsection (1) of Section 148 of the
Act, is required by the Company and accordingly such accounts and records have been made
and maintained.

Disclosure under Sexual Harassment of Women at 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.
In the Company, 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 the Company.
The Company also has in place ‘Prevention of Sexual Harassment
Policy' in line with the requirements of the Sexual Harassment of Women at 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 Policy (Whistle-Blower 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 financial year under review: number of complaints of sexual
harassment received during the year: One number of complaints disposed of during the year:
One number of cases pending for more than 90 days: Nil
number of complaints pending as on end of FY: Nil

Confirmation with respect to the compliance of the provisions relating
to the Maternity Benefit Act, 1961
The Company confirms that it has duly complied with all applicable
provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company
provides maternity benefits, including leave, wages, and other related facilities, in
accordance with the requirements prescribed under the Act. Further, the Company ensures a
supportive work environment for women employees during and after maternity, including
adherence to provisions relating to nursing breaks, cr?che facilities (where applicable),
and protection from dismissal during parental leave.

Significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concerns status and company's operations in future.
No significant or material orders have been passed by any Regulatory
Authority, Court or Tribunal which may 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:
There was no application made and no proceedings were pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.
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, 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, 2026
    
DIN: 00021963