DIRECTORS' REPORT

About HUL

Hindustan Unilever Limited (HUL) is India's largest Fast-Moving Consumer Goods (FMCG) Company. With a legacy spanning over 90 years, we have remained committed to our ethos of 'Doing well by doing good'.

With a robust portfolio of over 50 brands across 15 FMCG categories and a total distribution reach (direct and indirect) panning over 9 million stores, one or more of our brands reach 9 out of 10 Indian households. This deep reach allows us to deliver significant value and positively impact millions of lives in India.

Through our extensive range of brands and committed workforce we have continued to build categories of the future to empower India while fostering sustainable community development and improved livelihoods, guided by the mantra of 'What is good for India is good for HUL'.

Amidst growing affluence, heightened global trend awareness, and shifting consumer preferences, we are building future-facing categories while democratising trends, thereby unlocking the aspirations of diverse populations.

Global Economic Overview

In 2024, the global economy navigated moderate growth amidst persistent inflationary pressures and geopolitical instability. A year marked by significant global elections, the immediate impact of which is evident, while longterm effects remain to be seen, added another layer of complexity. Monetary policy, particularly interest rate adjustments in major economies, remained a central focus. Emerging markets exhibited diverse performance, influenced by commodity markets and debt vulnerabilities. Trade tensions and supply chain disruptions continued to strain global commerce and investment, while geopolitical volatility persisted. Concurrently, technological advancements, especially in AI and renewable energy, presented both, significant opportunities for productivity gains and challenges related to workforce adaptation. This confluence of factors created a dynamic and uncertain economic landscape for businesses and policymakers worldwide.

Looking ahead, the global economy in 2025 is projected to grow at a low but steady rate of 2.8%¹. Global inflation is expected to continue its downward trend, but the pace of decline may vary. Geopolitical tensions and trade uncertainties remain significant risks to the global economy. A balanced policy approach is essential to manage these risks, enhancing medium-term growth prospects through structural reforms and stronger multilateral cooperation.

Indian Economic Overview

India's real GDP is projected to grow at 6.5%² in financial year 2024-25, following a steady recovery to pre-COVID levels. While this growth was slower than expected, it continues to be one of the fastest growing major economies. Retail headline inflation has softened in line with global deflation trends, decreasing from 5.4% in financial year 2023-24 to 4.6% in financial year 2024-25, exhibiting increased deceleration towards the latter part of the year. However, food inflation that has remained a significant contributor to total inflation continued to remain high, albeit decelerating in the last quarter of the fiscal. With early indications of softening of food inflation, we will continue to monitor the trends. The Government allocated over ?11 lakh crores to capital expenditure during the fiscal, contributing to 3.4% of the GDP. The agriculture sector received a boost through several schemes and incentives, driving a gradual recovery in financial year 2024-25. Increased grassroots-level structural reforms and a focus on deregulation are expected to bolster medium-term growth and competitiveness.

FMCG consumption remained subdued during the year. While rural demand recuperated, urban consumption continued to moderate. However, upper-end consumption continued to drive growth, with a growing preference for premium products and amplified consumer demand in the digital commerce space. Looking forward, the pace of recovery of consumption will depend on real wage growth, employment and food inflation levels. Higher agricultural output combined with government initiatives towards boosting consumption should benefit well for the FMCG industry in the near term.

India is at the forefront of digital infrastructure developments. In the year, India not only expanded its digital infrastructure but also focussed on ensuring its accessibility, security, and impact on various sectors of the economy. This should set the stage for continued digital transformation and economic growth.

Looking ahead, India is expected to maintain its position as one of the fastest-growing major economies. The momentum is anticipated to be driven by sustained government investments in infrastructure, a growing middle class, and increasing digital adoption. The Government's reforms aimed at boosting manufacturing, enhancing productivity and improving ease of doing business will play a crucial role in ensuring long-term sustainable growth. Within this, private consumption will play an important role. The ability to navigate global factors such as geopolitical developments, market sentiment shifts, and currency fluctuations will be crucial for maintaining growth momentum.

FMCG Sector Overview:

The FMCG sector is a cornerstone of the Indian economy, ranking as the fourth-largest sector in the country. Providing employment to a large population, it also significantly contributes to the nation's GDP. The FMCG market in India is projected to grow at a double-digit CAGR over the next decade, fuelled by multiple factors³. The sector is characterised by a diverse range of products, including food and beverages, personal care, and household care items, catering to both urban and rural populations. Demand for FMCG products in India is primarily led by non-food categories, with household and personal care products contributing to approximately 50% of the sales. Even amidst turbulent economic periods, the FMCG industry has shown incredible resilience, consistently generating demand by adapting to changing consumer preferences, creating value through innovations and establishing robust end-to-end distribution systems.

Financial year 2024-25 was marked by subdued demand trends led by gradual recovery of rural demand and moderation in urban demand. Notably, rural growth outpaced urban growth. The trend of premiumisation remained persistent across consumer segments. Commodity prices displayed divergent trends. While Tea, Coffee and Palm Oil were inflationary, Crude Oil, Soda Ash and Skimmed Milk Powder were deflationary. Thus, the potential for growth driven by price increases remained limited. Looking forward, monetary stimulus, tax relief, lower food inflation and higher agricultural output, should augur well for the FMCG industry in the near-to-mid term.

The Indian FMCG industry's mid-to-long term outlook remains highly optimistic, underpinned by various favourable factors:

• Fast-growing Indian economy will foster urbanisation and improved infrastructure. Rapid urbanisation will drive demand for packaged goods and convenience products in cities. Simultaneously, improved infrastructure and digital connectivity expansion will unlock significant rural growth potential.

• India's burgeoning affluent households represent a pivotal growth frontier for the FMCG sector. With higher disposable incomes, both per-capita FMCG consumption as well as premiumisation will continue to drive growth.

• The growing prevalence of digital media and platforms will accelerate the transformation of the FMCG landscape, significantly broadening consumer reach, fostering innovation, and catalysing category expansion.

• India's demographic profile represents a massive consumer base and will support sustained demand for FMCG products across various categories.

Key Trends driving the Indian FMCG Sector and HUL's Response to the same

Trend: Rising affluence

India's growing affluent households present a significant expansion opportunity in the FMCG sector. These consumers are increasingly selective, seeking premium, high-quality, sustainable, and personalised products. The beauty category is at the forefront of this trend, followed by foods and beverages, and home care. Preferences are shifting from traditional product formats to premium offerings. This rise in affluence, propelled by higher incomes has fostered a consumer landscape where aspirations for quality and exclusivity are increasingly rising.

HUL's Response: HUL's strategy of 'Unlocking a billion aspirations' has been crafted recognising this trend. As affluence and demand for higher-quality premium products increase, HUL intends to be at the forefront of this change by providing an accessible product portfolio that meets the aspirations of consumers. With a portfolio that straddles the price-benefit pyramid, we believe we can capitalise on this trend. We have stepped up our pace of innovation, specifically in high demand segments like premium Skin Care, premium Hair Care, Bodywash, Home Care liquids, Condiments and Mini-meals and Prestige & Wellbeing with offerings like TRESemme's Silk Press, Lakme's Rouge bloom, Dove's Serum Shower collection, Vim UltraPro floor cleaner, introduction of Liquid I.V., expansion of Heilman's Mayonnaise and Knorr's Korean range, and the acquisition of the Minimalist brand. Our focus on brand superiority, extensive presence in channels of the future, and innovative brand-building strategies, including influencer collaborations and social-first campaigns, are driving significant value. With WiMI 2.0, we are also accelerating our focus on key agglomerations across the country that are at the juncture of rapid premiumisation. Our strategic actions this year have successfully reshaped our portfolio, increasing the contribution of future-facing and premium segments, thus strengthening the resilience of our business.

Trend: Rapidly increasing digital access

The rapidly increasing digital access in India, with over 900 million internet users and around 450 million social media users, is enabling FMCG companies to reach a broader audience through targeted online marketing and e-commerce platforms. The extensive use of social media enables brands to engage directly with consumers, gather real-time feedback, and build stronger customer relationships. Additionally, the convenience of online shopping has led to a surge in demand for FMCG products.

HUL's Response: To specifically address increasing digital proliferation amongst consumers, our media spending has been revamped with a greater emphasis on digital spending. 40% of the Company's total media spends is now digital. We have built an in-house media planning tool to build effective reach. This tool uses category specific data to customise media spends across platforms for different brands and consumer cohorts while also significantly reducing deployment time. We also continued to strengthen our Al based technology to enhance consumer experience and deliver superior value. We are leading the influencer ecosystem by partnering with well-known voices of authority.

Trend: Accelerating technological advancements, including AI

The increasing prevalence of digital technologies and the rapid advancements in artificial intelligence are fundamentally reshaping the interactions between different stakeholders. This digital transformation unlocks substantial opportunities for businesses, notably in achieving significant cost reductions, minimising waste across operations, and driving substantial improvements in overall efficiency.

HUL's Response: We are proactively driving digital transformation across our entire value chain. This includes leveraging Al-powered demand forecasting for more accurate planning, implementing cutting-edge Industry 4.0 technologies within our supply chain for enhanced agility and efficiency, and deploying comprehensive digital solutions within our sales and marketing functions to optimise customer engagement and drive growth. These integrated digital interventions are designed to create a more responsive, efficient, and future-ready organisation. Through Al-led customised ads and influencer campaigns, we are also driving product awareness through advanced technology.

We are extensively investing in our e-commerce and quick commerce platforms, utilising data-driven insights to ensure the right assortment, product placement, and advertising reach.

Trend: Increased consumption through organised retail and specialised channels

The rise of organised retail and specialised channels is significantly changing the way consumers discover products and purchasing behaviours. Consumers are embracing integrated shopping experiences, seamlessly transitioning between online and physical channels, and concurrently pursuing specialised outlets for tailored solutions.

HUL's Response: HUL has invested ahead of the curve when it comes to organised trade, the results of which are now evident. With higher market shares and strong leadership positions across categories, growing demand in modern trade will serve as a tailwind in driving sales. We are also investing in e-commerce capabilities to build a strong digital moat. Dedicated efforts in this direction have led us to gain market shares in this highly fragmented

space. Under the WiMI 2.0 mandate, HUL is also building specialised new route-to-markets (RTMs) for emerging segments, such as health and wellness, premium beauty, and gourmet food. These channels will help HUL reach more than 70% of the premium beauty and foods markets, while also driving assortment growth. We have further strengthened our presence in the D2C space through acquisition of Minimalist during the year. Through these proactive measures, we are significantly enhancing our distribution moat, solidifying our current advantages and simultaneously forging new strategic strengths to future-proof our market position.

Trend: Enhanced focus on individual and planet health and wellbeing

Growing emphasis on individual health and wellbeing is re-shaping FMCG demand. Consumers are increasingly scrutinising product labels, seeking transparency about ingredients and nutritional content. This heightened awareness is driving a surge in demand for products perceived as healthier, including those with reduced sugar, salt and fat, as well as those fortified with vitamins and minerals. Companies are responding by investing in research and development to create innovative products that cater to these evolving preferences, while also focussing on sustainable sourcing and packaging to align with consumer values. Consumer demand for sustainable products is rapidly transforming the market, fuelling a worldwide drive for change. In response to heightened public consciousness, businesses must prioritise sustainable practices as a core operational imperative to safeguard our planet. The economic and environmental repercussions of inaction significantly outweigh the strategic investments needed for sustainable transformation.

HUL's Response: HUL has always put consumer wellbeing and sustainability at the core of its operations. By leveraging technology-led product superiority, HUL is redesigning its products to be healthier than ever, an example of this being the Diabetes Plus Horlicks that is clinically proven to address diabetes concerns. HUL has continued to scale up investment in its Health and Wellbeing portfolio through our strategic partnerships with OZiva and Wellbeing Nutrition which are clean, plant based, organic nutritive supplements. Capitalising on the trend of shift towards healthier hydration options, we have launched Liquid I.V. to cater to this growing demand. We continued to expand our paraben-free dishwash formulations for an enhanced Home Care experience. Sustainability is deeply ingrained in all our operations here at HUL. We have resized sachets across our Hair and Home Care portfolio and developed a new slim cap design for our Glow & Lovely tubes to reduce the use of virgin plastic. Today, more than 97% of our operations are fuelled by renewable energy¹ and we have reduced 99% of our Scope 1 & 2 emissions in our operations¹². We are also a recognised industry leader with best-in-class ESG ratings in the Indian FMCG industry.

Ensuring Resilient Growth Through Robust Risk Management

Risk management is not merely about safeguarding against uncertainties; it is a strategic enabler that fortifies our long-term vision of unlocking a billion aspirations. Our ability to anticipate, assess, and mitigate risks ensures business continuity, operational excellence, and sustainable growth in an ever-evolving global landscape.

Our Risk Governance Framework

Our risk management approach is deeply embedded within our corporate governance framework, ensuring a structured and proactive response to emerging challenges. We have set Business Risk Assessment procedures for self-assessment of business risks,

A Dynamic Risk Management Approach

The risk landscape continuously changes, influenced by global economic shifts, regulatory changes, and technological advancement. We proactively refine our risk mitigation strategies through periodic risk reviews and internal audits to assess and update our principal risks. We invest in future-ready business models, focusing on sustainable innovations, resilient supply chains and digital-first consumer brands to navigate uncertainties

effectively. Our robust crisis management and business continuity planning ensure swift response mechanisms to safeguard our people, operations, and financial stability. By embedding risk management at the core of our decision-making, we enhance our agility, maintain a forward-focussed approach, and strengthen resilience, enabling us to unlock aspirations and create enduring value for our stakeholders.

Explanation to Key Financial Ratios

(i) Return on Net Worth (%)

Return on Net Worth is a measure of profitability of a Company expressed in percentage. It is calculated by dividing total comprehensive income by average shareholder's equity.

(ii) Return on Capital Employed (%)

Return on Capital Employed indicates the ability of a Company's management to generate returns for both the debt holders and the equity holders. It measures a Company's profitability and the efficiency with which its capital is used. It is calculated by dividing profit before exceptional items, interest and tax by capital employed. Capital Employed = Tangible net worth Total debt Deferred tax liabilities.

(iii) Basic EPS

Earnings Per Share (EPS) is the portion of a Company's profit allocated to each share. It serves as an indicator of a Company's profitability. It is calculated by dividing Profit for the year by weighted average number of shares outstanding during the year.

(iv) Debtors Turnover

Debtors Turnover measures the efficiency at which the Company is managing the receivables. The ratio shows how well a Company uses and manages the credit it extends to customers and how quickly short term debt is collected or is paid. It is calculated by dividing turnover by average trade receivables.

(v) Inventory Turnover

I nventory Turnover measures the efficiency with which a Company utilises or manages its inventory. It establishes the relationship between sales and average inventory held during the period. It is calculated by dividing turnover by average inventory.

(vi) Interest Coverage Ratio

Interest Coverage Ratio measures how many times a Company can cover its current interest payment with its available earnings. It is calculated by dividing earnings available for debt service by interest payments.

(vii) Debt Service Coverage Ratio

Debt Service coverage ratio is used to analyse the firm's ability to pay off current interest and instalments. It is calculated by dividing earnings available for debt service by debt service.

(viii) Current Ratio

Current Ratio indicates a Company's overall liquidity position. It measures a Company's ability to pay short-term obligations or those due within one year. It is calculated by dividing the current assets by current liabilities.

(ix) Debt Equity Ratio

Debt Equity ratio is used to evaluate a Company's financial leverage. It is a measure of the degree to which a Company is financing its operations through debt versus wholly owned funds. It is calculated by dividing total debt by shareholder's equity.

(x) Operating Profit Margin (%)

Operating Profit Margin is used to calculate the percentage of profit a Company produces from its operations. It is calculated by dividing EBIT by turnover.

(xi) Net Profit Margin (%)

The net profit margin is equal to how much net profit is generated as a percentage of revenue. It is calculated by dividing net profit by turnover.

Economic Value Added What is EVA?

Traditional approaches to measuring Shareholder's Value Creation have used parameters such as earnings capitalisation, market capitalisation and present value of estimated future cash flows. Extensive equity research has established that it is not earnings per se, but VALUE that is important. A measure called 'Economic Value Added' (EVA) is increasingly being applied to understand and evaluate financial performance.

*EVA = Net Operating Profit after Taxes (NOPAT) - Cost of Capital Employed (COCE), where

NOPAT = Profits after depreciation and taxes but before interest costs. NOPAT thus represents the total pool of profits available on an ungeared basis to provide a return to lenders and shareholders.

COCE = Weighted Average Cost of Capital (WACC) x Average Capital employed. Cost of debt is taken at the effective rate of interest applicable to an 'AAA' rated Company like HUL for a short term debt, net of taxes. We have considered a pre tax rate of 7.34%.

Cost of Equity is the return expected by the investors to compensate them for the variability in returns caused by fluctuating earnings and share prices. Cost of Equity = Risk free return equivalent to yield on long term Government Bonds Market risk premium (x) Beta variant for the Company, where Beta is a relative measure of risk associated with the Company's shares as against the market as a whole. Thus, HUL's cost of equity = 11.30%.

What does EVA show?

EVA is residual income after charging the Company for the cost of capital provided by lenders and Shareholders. It represents the value added to the Shareholders by generating operating profits in excess of the cost of capital employed in the business.

When will EVA increase?

EVA will increase if:

a Operating profits can be made to grow without employing more capital, i.e. greater efficiency.

b Additional capital invested in projects that return more than the cost of obtaining new capital, i.e. profitable growth. c Capital is curtailed in activities that do not cover the cost of capital, i.e. liquidate unproductive capital.

Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo as required under Section 134 of the Act and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned below:

Other Financial Disclosures

There were no revisions of financial statements and the Board's Report of the Company during the year under review. Further, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this Integrated Annual Report.

During the financial year, there was no amount proposed to be transferred to the Reserves.

Capital Expenditure (including Intangible Assets) during the financial year was at ?1,149 crores (financial year 2023-24: ^1,318 crores).

Performance of Subsidiaries

As on the date of this Integrated Annual Report, the Company has 12 subsidiaries and 1 (one) joint venture company. A list of the companies that were considered in the Consolidated Financial Statements (CFS) for the year ended 31st March, 2025 is included in the notes to the CFS. The CFS, prepared in accordance with Section 129(3) of the Act, and the applicable Accounting Standards, forms part of this Integrated Annual Report. Additionally, a separate statement containing the salient features of the financial statements of all subsidiaries and joint venture, in prescribed Form AOC-1, is also included. This statement provides details of the performance and financial position of each subsidiary and the performance of the joint venture. The audited financial statements, together with related information and other reports of each of the subsidiary companies are available on the Company's website at https://www.hul.co.in/investors/annual-reports-and-performance-highlights/annual-reports/ .

The summary of performance of the Company's subsidiaries is provided as below:

Unilever India Exports Limited

Unilever India Exports Limited (UIEL) is a wholly owned subsidiary of the Company and is engaged in business of export of Fast Moving Consumer Goods (FMCG) products. The focus of the FMCG exports operation is two-fold: to expand global presence of brands, such as Vaseline, Dove, Pears, Bru, Lakme, Sunsilk, Horlicks and Boost and to effectively provide cross-border sourcing of FMCG products to other Unilever companies across the world.

The turnover of UIEL was driven by products in Skin Care, Lifestyle Nutrition, Hair Care and Personal Wash. Brands like Dove, Horlicks, Vaseline, Pears, Bru, Sunsilk, Glow and Lovely, Pond's, Lakme, Lifebuoy have contributed in the focussed markets.

Lakme Lever Private Limited

Lakme Lever Private Limited (LLPL) is a wholly owned subsidiary of the Company. LLPL is engaged in salon business and also operates a manufacturing unit at Gandhidham, Gujarat which carries out job work operations for HUL.

LLPL has 459 owned and managed & franchisee salons. The extended team comprising the housekeeping staff, experts, salon managers and business partners were trained and audited continuously to ensure complete adherence to protocols. LLPL has also dialled up expertise by enhancing training and launching its flagship Salon at Powai, Mumbai.

bank guidelines for credit disbursement, slowdown in overall consumption, currency devaluation and rising migration), UNL has demonstrated resilient performance with flat growth for this year and held its profitability on par with past years performance. To boost consumer franchise, UNL has invested in advertising and promotion spends across various mediums in Nepal and has also invested in capacity expansion projects to support future growth and demand.

Unilever India Limited

Unilever India Limited (UIL) is a wholly owned subsidiary of the Company incorporated to leverage the growth opportunities in a fast-changing business environment. UIL has a Home Care factory in Sumerpur, Uttar Pradesh.

The state-of-the-art spray dried detergent factory manufactures Home Care products for Company. It is designed to make the best use of digital 4th industrial revolution, guaranteeing world class performance in people safety, product quality, innovation lead times and environmental performance. The site's integrated design allows for an ecosystem of material suppliers, logistic operators and manufacturing partners to be located at the site for optimal supply chain integration.

This unit is firmly on its path to be Unilever's first gender balanced factory in South Asia and currently has 196 female employees. It is an inspiring example of the path breaking work being done to increase female representation in our shop floors through Project Samavesh. The unit has also added 40 new positions during the year.

In the current financial year, UIL has ramped up its operations and has delivered robust volume led turnover growth.

Zywie Ventures Private Limited

Zywie Ventures Private Limited (ZVPL) is a subsidiary of the Company engaged in the business of Health and Wellbeing products under the brand name of 'OZiva'. The Company acquired 53.34% stake (51.00% on a fully diluted basis) in ZVPL on 10th January, 2023. OZiva is a plant-based and clean label consumer wellness brand focussed on need spaces such as Lifestyle Protein, Hair & Beauty Supplements and Women's Health. OZiva is a digital-first brand with an omnichannel approach, available on its D2C website, digital marketplaces and a growing offline presence. ZVPL has a strong inhouse R&D team comprising Ph.D.s, Phytochemists and Biotechnologists. This investment is in line with the Company's strategy to enter fast evolving growth space of Health and Wellbeing.

In the current financial year, ZVPL witnessed growth of 149% on account of innovations and higher return on marketing spends resulting in higher revenues.

Other Subsidiaries

Daverashola Estates Private Limited is a subsidiary of the Company which currently has no business activity. There is an ongoing litigation on the property owned by the company in Tamil Nadu. Levers Associated Trust

Limited, Levindra Trust Limited and Hindlever Trust Limited, subsidiaries of the Company, act as trustees of the employee benefits trusts of your Company.

During the year, the Company also incorporated a wholly owned subsidiary under the name of Kwality Wall's (India) Limited (KWIL) for the purpose of proposed demerger of the Ice Cream business. The Company has received a certificate from the Statutory Auditors confirming compliance with FEMA Regulations for the downstream investment in KWIL.

At its meeting on 22nd January, 2025, the Board approved the acquisition of 90.5% stake in Uprising Science Private Limited (Minimalist), and an eventual acquisition of the remaining 9.5% stake in the company. For further details of the acquisition, please refer to page 127 of this Integrated Annual Report. This has no impact on the results for year and as at 31st March, 2025.

C. Other Statutory Information Audit Committee & Auditors Audit Committee

The Board has constituted an Audit Committee that performs the roles and functions mandated under the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and other matters as prescribed by the Board from time to time. During the year under review, the Board has accepted the recommendations of the Audit Committee on various matters, with no instances where such recommendations have not been accepted.

For further details on the composition of the Audit Committee, its terms of reference and attendance at its meetings, please refer to the Corporate Governance Report at pages 234 and 235.

Statutory Auditors

In terms of provisions of Section 139 of the Act, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 91st Annual General Meeting (AGM) till the conclusion of the 96th AGM.

M/s. Walker Chandiok & Co. LLP have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Report given by the Statutory Auditors on the financial statements of the Company is part of this Integrated Annual Report. The said Report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

Secretarial Auditors

In line with the best governance practices codified under the HUL Corporate Governance Code, the Secretarial Auditors were required to be rotated every 10 (ten) years even prior to the recent amendment to the Listing Regulations. Accordingly, in terms of provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the the Board of Directors (the Board), at its meeting held on 19th January, 2024, had appointed M/s. Parikh & Associates, Company Secretaries (ICSI Unique Code: P1988MH009800) to conduct the Secretarial Audit for the financial year 2024-25, as M/s. S. N. Ananthasubramanian & Co. (ICSI Unique Code: P1991MH040400), the erstwhile Secretarial Auditors of the Company, had completed their two consecutive terms of 5 (five) years each.

Since the Secretarial Auditors were already rotated prior to the amendment to the Listing Regulations, the Board, at its meeting held on 24th April, 2025, based on the recommendation of the Audit Committee, has considered, approved, and recommended to the Members of the Company the appointment of M/s. Parikh & Associates as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time.

M/s. Parikh & Associates have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark. During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

For further details on the proposed appointment of Secretarial Auditors, please refer to the Notice of the 92nd AGM at pages 454 and 455.

Cost Records and Cost Audit

In terms of provisions of Section 148 of the Act read with the Companies (Accounts) Rules, 2014, Cost Audit is applicable for following businesses such as coffee, drugs and pharmaceuticals, insecticides, milk powder, organic chemicals, other machinery, petroleum products and tea. The accounts and records for the above applicable businesses are made and maintained by the Company as specified by the Central Government under Section 148 (1) of the Act.

The Board, based on the recommendation of the Audit Committee, has appointed M/s. R Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010) as Cost Auditors for the financial year 2025-26. M/s. R Nanabhoy & Co., being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2025-26.

The remuneration of ^16.20 lakhs (Rupees Sixteen Lakhs and Twenty Thousand only) exclusive of taxes and out-ofpocket expenses incurred in connection with the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to ratification by the Members of the Company at the ensuing AGM.

M/s. R Nanabhoy & Co have confirmed that they are not disqualified from being appointed as the Cost Auditors of the Company and satisfy the prescribed eligibility criteria.

The Cost Audit Report issued during the financial year 2024-25, does not contain any qualification, reservation, or adverse remark. During the year under review, the Cost Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

For further details on the proposed ratification of remuneration payable to the Cost Auditors, please refer to the Notice of the 92nd AGM at page 456.

Related Party Transactions

The Company has a robust process for approval of Related Party Transactions (RPT) and dealing with the Related Parties. In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction & Dealing with Related Party Transactions (RPT Policy) which is also available on the Company's website at https://www.hul. co.in/investors/corporate-governance/policies/. The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. During the year, the Board approved amendment to the RPT Policy at its meeting on 22nd January, 2025, based on the Audit Committee's recommendation. These changes were made to incorporate the amendments to the Listing Regulations.

All Related Party Transactions (RPT) and subsequent material modifications are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPT which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length. All RPT are subjected to independent review by a reputed accounting firm to establish compliance with the requirements under the Act, and Listing Regulations.

All RPT entered during the year were in ordinary course of the business and at arm's length basis. At the 91st AGM, the Shareholders had approved entering into and/or continuing with Material Related Party Transactions/ contracts/arrangements/ agreements with PT. Unilever Oleochemical Indonesia (UOI), a Related Party within the meaning of Section 2(76) of the Act, and Regulation 2(1)(zb) of the Listing Regulations for purchase of raw material/semifinished goods, for a period of 3 (three) years commencing from financial year 2024-25 to financial year 2026-27, individually and/ or in the aggregate up to an amount not exceeding ?3,000 crores in a financial year. For details of such transactions entered into with UOI, in prescribed Form AOC-2, please refer page 133.

Internal Financial Controls

The Company has a comprehensive internal Audit and Enterprise Risk Assessment and mitigation system, supported by an independent internal Audit Department and outsourced audit teams. The Audit Committee annually approves the internal Audit plan, which focusses on reviewing internal controls and risks across factories, sales offices, warehouses, and centrally controlled businesses and functions. Each quarter, the Audit Committee receives summaries of significant audit observations and follow-up remediation actions. Business Risk Assessment procedures enable self-assessment of business risks, operating controls, and compliance with Corporate Policies, with an ongoing process to track risk evolution and mitigation actions.

The Company has established an internal financial control framework in accordance with the Committee of Sponsoring Organisations (COSO) framework, which is suitable for the size and operations of the business and complies with the requirements of the Act. This framework is based on the 'three lines of defense model'. The Company has implemented Standard Operating Procedures and Policies to guide business operations. Unit heads are responsible for ensuring compliance with these policies and procedures as laid down by the Management. Robust and continuous internal monitoring mechanisms are in place to ensure timely identification of risks and issues. The Management, along with Statutory and internal Auditors, conducts rigorous testing of the Company's control environment.

Assurance on compliance with the Code of Business Principles (Code) and our Code Policies is obtained annually from the Management via a formal Code declaration. Specialist awareness and training programmes are run throughout the year, varying based on business priorities. An integrated assurance map is maintained across the principal risks to confirm mitigation through the three lines of defense. The internal Audit function plays a vital role in providing both Management and the Board with an objective and independent review of the effectiveness of risk management and internal control systems throughout the Company.

The use of data and analytics continues to enhance the efficiency and coverage of the internal audit team's work. in 2024, the internal Audit team laid the pathway for a system-based anomaly detection tool that functions around the Company's Enterprise Resource Planning tool and critical data sources. Further, fraud risk assessments on a pilot basis to detect control misalignments in key functions were carried out by the internal Audit function. The Audit Committee reviews quarterly and year-end summary reports, including the results of audit activities and the status of agreed actions.

The Board, based on the recommendation of the Audit Committee, at its meeting held on 23rd July, 2024 appointed Mr. Prem Kumar as internal Auditor of the Company with effect from 24th July, 2024, succeeding Ms. Surabhi Mehrotra.

Senior management talent is covered under the PSP scheme. For 2025, grants under PSP are made based on the Personal Differentiation Factor awarded for the impact, leadership and future fitness of an individual with a range of 0% - 200%. These shares vest after a 3 (three) year period with vesting being determined by Company's performance against metrics. The performance measures for PSP at the time of vest of grants are Underlying Sale Growth, Relative Total Shareholder Return, Underlying Return on invested Capital and Sustainability Progress index. The awards under PSP scheme will vest after 3 (three) years between 0% and 200% of grant level, depending on the achievement against the performance metrics. The Target PSP share award is equivalent to 100% of the Target Bonus.

in 2024, based on the approval of the Shareholders vide resolution dated 5th March, 2024, the Company introduced the Hindustan Unilever Limited Performance Share Plan Scheme 2024 (HUL PSP Scheme 2024 / the Scheme). The Scheme aims to attract and retain talented employees, motivate them with incentives and rewards, achieve sustained growth and shareholder value by aligning employee interests with long-term wealth creation, and foster a sense of ownership and participation among employees. Pursuant to the HUL PSP Scheme 2024, eligible employees would receive 38% of their ASP / PSP Award denominated in HUL Shares. All grants under the Scheme are considered and approved by the Nomination and Remuneration Committee of the Company. The balance 62% of their ASP / PSP Award would continue to be denominated in Unilever PLC shares. Other terms and conditions on determination of value of grants for the award and vesting conditions continue to remain the same as under the Unilever ASP / PSP Scheme. All other employees under the Unilever ASP/PSP plan are eligible for 100% Unilever PLC shares.

The HUL PSP Scheme 2024, instituted by the Company, in compliance with SEBi (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). Disclosures in compliance with SBEB Regulations, are uploaded on the website of the Company at https://www.hul.co.in/ investors/annual- reports-and-performance-highlights/ annual-reports/. The certificate from the Secretarial Auditor on the implementation of the 2021 Plan in accordance with Regulation 13 of the SBEB Regulations, has been uploaded on the Company's website at https://www.hul.co.in/investors/annual-reports-and-performance-highlights/annual-reports/. Furthermore, the Company has adhered to the applicable accounting standards in this regard.

Further, under the SHARES Plan, eligible employees can invest in the shares of Unilever PLC up to a specified amount and after 3 (three) years, one share is granted to the employees for every 3 (three) shares invested, subject to the fulfilment of conditions of the plan. Unilever PLC charges the Company for the grant of shares to the Company's employees based on the market value of the shares on the exercise date.

During the year under review, the Company did not provide any loans to its employees for the purchase of Company shares.

For details of unclaimed dividends and equity shares liable to be transferred to the IEPF, please refer the Corporate Governance Report at page 260.

Demerger, Acquisitions & Divestment Divestment of Water Purification Business

At its meeting on 15th July, 2024, the Board approved the divestment of the Company's Water Purification business carried under the brand 'Pureit' to A.O. Smith India Water Products Private Limited, a leading global water technology company, based on the Audit Committee's recommendation. The transaction involved sale of the Water Purification business including the trademarks, copyrights and other intellectual properties and identified assets and contracts associated with the business, as a going concern on slump sale basis. The divestment aligns with the Company's strategic intent to focus sharply on its core categories and was completed on 1st November, 2024.

Demerger of Ice Cream Business

Following the announcement by the parent entity, Unilever PLC, of its intention to separate its Ice Cream Business globally, the Board of the Company undertook a comprehensive review of the Ice Cream Business in India.

• Towards this end, on 6th September, 2024, the Board constituted an Independent Committee (IDC) of the Company.

• At its meeting held on 23rd October, 2024, the Board, after an in depth analysis of the options available and based on the recommendation of the IDC, decided to separate the Ice Cream business, in view of its different operating model, including differentiated infrastructure for supply and distribution, capital allocation needs, distinct channel landscape and go-to-market strategy.

• Following a detailed evaluation of the different modes of separation and with a view to maximise value for all the shareholders, the Board, at its meeting held on 25th November, 2024, accorded its in-principle approval to demerge the Ice Cream business. For the purpose of the proposed demerger, the Board also approved incorporation of a wholly owned subsidiary of the Company.

• Accordingly, on 10th January, 2025, a wholly owned subsidiary under the name of Kwality Wall's (India) Limited ('KWIL') was incorporated.

• At its meeting held on 22nd January, 2025, based on the recommendation of IDC and the Audit Committee, the Board accorded its approval to the Scheme of Arrangement amongst the Company and KWIL and their respective shareholders under Sections 230 to 232 read with other applicable provisions of the Act (Scheme).

To ensure utmost transparency and information symmetry, necessary intimations on any Board decision in the matter were submitted to the exchanges periodically.

Salient features of the Scheme

• The said Scheme involves the demerger of the Ice Cream Business Undertaking (as defined in the Scheme) of the Company into KWIL on a going concern basis.

• Based on the Share Entitlement Ratio Report and the Fairness Opinion issued thereon, the Scheme involves issuance of equity shares by KWIL to all the shareholders of the Company in accordance with the Share Entitlement Ratio of 1:1 i.e. for every 1 (one) equity share of face value of Re.1/- fully paid up held in the Company, 1 (one) equity share of face value of Re. 1/-credited as fully paid up in the KWIL.

The Board of the Company firmly believes that the Demerger would be in the best interest of the Company and KWIL, and their respective shareholders, creditors, employees and other stakeholders on account of the following reasons:

• it will result in the separation of the Ice Cream Business Undertaking from the Remaining Business (as defined in the Scheme), which will enable the companies to sharpen focus on their respective businesses and strategies in pursuit of their respective growth and value creation models;

• the Ice Cream Business Undertaking operates in an attractive high-growth category and has built iconic brands such as 'Kwality Wall's', 'Cornetto' and 'Magnum' and the Demerger would create a leading listed ice cream company in India, which will have a focussed management with greater flexibility to deploy strategies suited to its distinctive operating model and market dynamics, to realise its full potential;

• KWIL will have ability to benefit from the portfolio, brand and innovation resources and technical expertise from the largest global ice cream business enabling it to keep winning in the market space;

• it will enable the Company to drive sharper focus in the business as it further accelerates its play in high-growth demand spaces, strengthening its future fit portfolio;

• it would unlock value for all shareholders of the Company and give them the flexibility to stay invested in the growth journey of the Ice Cream Business Undertaking; and

• it will facilitate a smoother transition for the Ice Cream Business Undertaking and its people.

The Scheme is subject to the receipt of approval of shareholders and creditors, approvals from the jurisdictional Hon'ble National Company Law Tribunal, the Securities and Exchange Board of India, BSE Limited and the National Stock Exchange of India Limited (BSE and NSE are collectively referred to as the 'Exchanges') and such other approvals, permissions, and sanctions of regulatory and other authorities as may be necessary.

As on the date of this Integrated Annual Report, in accordance with the requirements of Regulation 37 of the Listing Regulations, the Scheme has been filed with the Exchanges for obtaining the required No-Objection letter.

Acquisition of Stake in Uprising Science Private Limited

At its meeting on 22nd January, 2025, the Board, based on the Audit Committee's recommendation, approved the acquisition of 90.5% stake in Uprising Science Private Limited (Minimalist), and an eventual acquisition of

the remaining 9.5% stake in the company. This move is another step in the transformation journey of Company's Beauty & Wellbeing portfolio towards evolving and higher growth demand spaces.

Founded in 2020, Minimalist is one of the fastest growing digital-first brands that sits at the intersection of beauty and actives-led science. The brand is committed to delivering highly effective skincare and haircare solutions to its consumers, driven by its mission to #HideNothing. The business has scaled rapidly to cross an annual turnover of ?500 crores in financial year 2024-25, within a short span of 4 (four) years. Minimalist will join the strong portfolio of brands in the Beauty & Wellbeing division of the Company.

The Competition Commission of India, vide its Order dated 17th March, 2025, has approved the proposed acquisition. On 21st April, 2025, the Company completed the acquisition of 90.5% stake in Minimalist.

Acquisition of Palm Undertaking

At its meeting on 22nd January, 2025, the Board, approved the acquisition of palm undertaking of Vishwatej Oil Industries Private Limited, as a part of Company's palm localisation strategy. The palm undertaking is based in the Kamareddy district of Telangana.

Palm and its derivatives are a key feedstock to manufacture a variety of Company's Personal Care, Beauty and Home Care products and are largely imported from Indonesia and Malaysia. The Company's palm localisation strategy aims to build supply chain resilience for palm derivatives through backward integration. With the acquisition of palm undertaking, the Company has taken a big step forward to build infrastructure for palm under the aegis of India's 'National Mission on Edible Oils'. The acquisition is also in alignment with the Company's firm belief of 'What is good for India, is good for HUL'.

Investment in Lucro Plastecycle Private Limited

At its meeting held on 20th March, 2025, the Board approved the acquisition of 14.3%* stake in Lucro Plastecycle Private Limited (Lucro), a leading player in recycled flexible plastics. Lucro is a well-integrated waste management, recycling and product manufacturing company, working to create a circular plastics economy for a better tomorrow.

On 23rd April, 2025, the Company completed the acquisition of 14.3%* stake in Lucro. The Company's investment is a step towards its sustainability goals to scale up the use of recycled flexibles content in packaging. The investment aims to strengthen plastic circularity by increasing the availability of recycled content for flexibles, providing a roadmap for businesses to move towards sustainable plastic packaging and address the challenge of hard-to-recycle flexible plastic.

Particulars of Loan, Guarantee or Investments

Details of loans, guarantee or investments made by the Company under Section 186 of the Act, during financial year 2024-25 are appended as an Annexure to this Integrated Annual Report.

Governance, Compliance and Business Integrity

The Legal function of the Company remains a crucial business partner, offering solutions to safeguard the Company and help it thrive in a complex and unpredictable environment. By emphasising 'Value with Values,' the function provides strategic business support in areas such as product claims, mergers and acquisitions, legislative changes, combating unfair competition, business integrity, and governance. Utilising advanced technology and promoting a proactive risk management culture, the function plays a vital role in advancing the Company's growth agenda and facilitating digital transformation.

As markets are continually disrupted by new technologies and shifting consumer preferences, the function ensures that the Company's data security and privacy frameworks are robust, adaptable, and in line with global best practices. The Company believes that the issue of counterfeits can be effectively tackled by combining enforcement actions with consumer awareness initiatives. We have engaged with various stakeholders, including e-commerce partners, industry bodies, and consumers, to combat counterfeiting across channels and markets, including imports into the country. Additionally, the Legal function collaborates with leading industry associations, national and regional regulators, and key opinion leaders to foster a progressive regulatory environment that benefits all stakeholders, positioning the Company to navigate regulatory complexities while driving innovation.

Corporate Governance

Conducting our business with integrity and highest level of governance has been core to our corporate behaviour. Our Corporate Governance framework has evolved over the years underpinned by our core values of Integrity, Responsibility, Respect, and Pioneering. A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate from the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

Compliance

The Company leverages a robust compliance management tool which is designed to streamline and manage compliance tracking and reporting across all functions. The tool has been systematically rolled out to record and track compliance across factories, depots, and offices of the Company. Customised compliance checklists are developed for each operating unit based on discussions with the respective teams, and a centralised compliance repository is available for user reference. Compliance based tasks are mapped to respective users, who in turn ensure to complete the same within stipulated timelines and update the necessary systems to facilitate monitoring. Any changes in the regulatory landscape are suitably built into the system from time to time. This has fostered a system driven, steady compliance culture in the Company

over time. in accordance with best governance practices, the Compliance Officer provides quarterly reports to the Audit Committee and the Board regarding the status of compliance with applicable laws.

Business Integrity

Our principles and values are upheld by all employees through our Code of Business Principles (Code) and Code Policies. Employees are required to complete mandatory annual training on these policies via online learning modules and sign an annual Business integrity Pledge. Our Business integrity Governance Framework includes clear processes for addressing Code breaches.

During the year under review, 92 incidents were reported across all areas of our Code and Code Policies, with 50 confirmed breaches. As a result, we terminated the employment of 37 employees and issued 30 warning letters. The Code and Code Policies reflect our commitment to combating corruption in all its forms, and we maintain a zero-tolerance approach to such practices.

The Code is periodically updated to reflect current business practices at the Company. The Code Policies are also reviewed to ensure alignment with changes in both the internal and external environment. Our Responsible Partner Policy helps to give us visibility of our third parties to ensure their business principles are consistent with our own.

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has constituted internal Committees (1C). Our POSH Policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including the ones who identify themselves with LGBTQI community.

During the year, 7 (seven) complaints with allegations of sexual harassment were received by the Company, all of which were investigated and resolved as per the provisions of the POSH Act. To build awareness in this area, the Company has been conducting induction/ refresher programmes on a continuous basis. The Company organised offline training sessions on the topics of Gender Sensitisation and Code Policies including POSH for all office and factory-based employees.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for financial year 2024-25, is available on the Company's website at https://www.hul.co.in/investors/annual-reports-and-performance-highlights/.

Board of Directors and Key Managerial Personnel

The Board is unwavering in its commitment to the highest principles of Corporate Governance within the Company. it consistently sets standards that not only adhere to

applicable legislation but also surpass expectations across various facets of our operations. The Board holds ultimate responsibility for the development of strategy, material acquisitions and divestments, capital expenditure, capital structure, financing matters, policy oversight, internal controls, and the promotion of ethical behaviour.

As on the date of this integrated Annual Report, the Board comprises a diverse mix of Executive and Non-Executive Directors with majority of independent Directors.

Change in Directorate

• At the 91st AGM of the Company held on 21st June, 2024, the Shareholders approved the appointment of Mr. Biddappa Bittianda Ponnappa (DiN: 06586886) as a Whole-time Director of the Company for a term of 5 (five) consecutive years with effect from 1st June, 2024.

• During the year, Dr. Sanjiv Misra (DiN: 03075797), Mr. O.P. Bhatt (DiN: 00548091) and Ms. Kalpana Morparia (DiN: 00046081) completed their second consecutive term as independent Directors of the Company and consequently ceased to be Directors of the Company effective close of business hours on 29th June, 2024 and 8th October, 2024, respectively.

• Further, during the year, Mr. Dev Bajpai (DiN: 00050516), (former) Executive Director, Legal, Corporate Affairs & Company Secretary demitted his office pursuant to early retirement from the services of the Company effective close of business hours on 31st December, 2024.

• Mr. Leo Puri (DiN: 01764813) resigned as the independent Director of the Company, due to an increase in his board commitments including his proposed appointment on the board of a global entity and the over boarding criteria for independent Directors as prescribed under the European Corporate Governance requirements. The resignation will take effect from close of business hours on 30th June, 2025.

The Board expresses its heartfelt appreciation for the leadership, guidance, and invaluable contributions made by the Directors during their respective tenures. Their unwavering commitment to exemplary governance and their pivotal role in steering the Company towards sustained growth and success have been commendable. The Directors' efforts in upholding the Company's values and ensuring compliance with corporate policies have been instrumental in achieving strategic objectives and have played a significant role in the Company's transformation journey.

Retirement by rotation and subsequent re-appointment

in accordance with the provisions of Section 152 of the Act read with the Rules made thereunder and the Articles of Association of the Company, Mr. Nitin Paranjpe (DiN: 00045204), Mr. Ritesh Tiwari (DiN: 05349994) and Mr. Biddappa Bittianda Ponnappa (DiN: 06586886), are liable to retire by rotation at the ensuing AGM and being eligible have offered their candidature for re-appointment.

Brief resume, nature of expertise, disclosure of relationship between Directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the 92nd AGM.

Key Managerial Personnel

Mr. Rohit Jawa (DiN: 10063590), Managing Director & Chief Executive Officer, Mr. Ritesh Tiwari (DiN: 05349994), Chief Financial Officer and Ms. Radhika Shah (Membership No. A19308), Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on 31st March, 2025. During the year, Ms. Radhika Shah succeeded Mr. Dev Bajpai as the Company Secretary and Compliance Officer with effect from 1st January, 2025.

Management Committee

The day-to-day management of the Company is vested with the Management Committee, which is subject to the overall superintendence and control of the Board. The Management Committee is headed by the MD & CEO and has Functional/Business Heads as its members.

The Board, based on the recommendation of the Nomination and Remuneration Committee, approved the following changes to the Management Committee:

• the appointment of Mr. Vipul Mathur as the Executive Director, Personal Care, in succession to Mr. Madhusudhan Rao, with effect from 1st June, 2024.

• the appointment Mr. Arun Neelakantan as the Executive Director, Customer Development in succession to Mr. Kedar Lele with effect from 1st July, 2024.

• the appointment of Mr. Vivek Mittal as the Executive Director, Legal & Corporate Affairs in succession to Mr. Dev Bajpai.

• the appointment of Mr. Rajneet Kohli as the Executive Director, Foods in succession to Mr. Shiva Krishnamurthy with effect from 7th April, 2025.

Declaration from Independent Directors

The Company has, inter-alia, received the following declarations from all the independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as independent Directors of the Company;

• they have complied with the Code for independent Directors prescribed under Schedule iV to the Act; and

• they have registered themselves with the independent Director's Database maintained by the indian institute of Corporate Affai rs.

The independent Directors have also confirmed that they are not aware of any circumstance or situation

that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board has taken on record the declarations and confirmations submitted by the independent Directors after undertaking due assessment of the veracity of the same. in the opinion of the Board, all independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

List of key skills, expertise and core competencies of the Board, including the independent Directors, forms a part of the Corporate Governance Report of this integrated Annual Report.

Meetings of the Board, Board Evaluation, Training and Familiarisation Programme & Vigil Mechanism

During the year, 10 meetings of the Board were held.

The details of, meetings held and Director's attendance, training and familiarisation programme and Annual Board Evaluation process for Directors, policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, composition of Audit Committee, establishment of Vigil Mechanism for Directors and employees, Policy on Director's Remuneration, form a part of the Corporate Governance Report of this integrated Annual Report.

Technology Absorption

Details of technology absorption as prescribed under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014, have been appended as an Annexure to this integrated Annual Report.

Conservation of Energy

For details on the steps taken by the Company on conservation of energy, water and reduction of waste, please refer to the Business Responsibility and Sustainability Report, which forms part of this integrated Annual Report.

Compliance with Secretarial Standards

The Company has generally complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by institute of Company Secretaries of india.

Stakeholder Engagement

Our multi-stakeholder model aims to respect the interests of and be responsive towards all stakeholders. Stakeholder engagement and partnership are essential

to grow your Company's business and to reach the ambitious targets set out in the Compass sustainability commitments. The Code, which is the statement of values and represents the standard of conduct for everyone associated with the Company, and the Code Policies guide how we interact with our partners, suppliers, customers, employees, shareholders, Government, NonGovernmental Organisations (NGOs), trade associations and industry bodies. Through the underlying standards set in Code and Code policies, the Company is committed to transparency, honesty, integrity and openness in all its engagements with the various stakeholders.

Outlook

In financial year 2024-25, we delivered a competitive and profitable performance, marked by a step up in our portfolio transformation with increased innovation in high-growth spaces, amplified investments in channels of the future, acquisition of Minimalist, divestment of Pureit, and the decision to demerge Ice Cream business. Looking ahead, we expect demand conditions to improve gradually over the next fiscal year. Macro conditions will benefit from monetary stimulus, lower food and crude inflation and higher agricultural output. In this context, our focus remains on driving competitive volume led growth across our business. In this backdrop, we will step up investments behind our multi-year market making platforms, channels of the future and strategic capabilities to successfully land our portfolio transformation. We maintain a strong conviction in the significant mid to long-term potential of the Indian FMCG sector, fueled by increasing affluence across the population, currently low per capita FMCG consumption indicating substantial headroom for growth, and a rapidly developing digital infrastructure that enhances market access and consumer engagement. We are confident that our commitment to the strategic objective of unlocking a billion aspirations, supported by our robust business fundamentals, will enable us to continue winning competitively.

Director's Responsibility Statement

Pursuant to Section 134 of the Act, the Board confirms having:

• followed the applicable Accounting Standards in the preparation of the Annual Accounts, and there are no material departures from the same;

• 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 and of the profits of the Company for that period;

• taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• prepared the Annual Accounts on a going concern basis;

• laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

• devised proper systems to ensure compliance with the

provisions of all applicable laws and such systems are adequate and operating effectively.

Other Disclosures

During the year under review:

• no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and or its operations in future;

• no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

• the requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

• no shares with differential voting rights and sweat equity shares have been issued;

• no public deposits as defined under Chapter V of the Act have been accepted by the Company;

• there has been no change in the nature of business of the Company.

Appreciations and Acknowledgments

The Directors express their deep appreciation to all employees for their hard work, dedication, and commitment. The enthusiasm and unwavering efforts of the employees have enabled the Company to maintain its position as an industry leader.

The Directors also acknowledge Unilever's excellent contributions to the Company, providing the latest innovations, technological advancements, and marketing inputs across nearly all categories in which it operates. This support has allowed the Company to enhance consumer satisfaction through continuous improvements in existing products and the introduction of new ones.

The Board appreciates the support and cooperation the Company has received from its suppliers, distributors, retailers, business partners, and others involved as trading partners. The Company views them as partners in its progress and has shared the rewards of growth with them. The Company is committed to building and nurturing strong relationships with the trade based on mutual benefits, respect, and cooperation, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, business partners, government and regulatory authorities, and stock exchanges for their continued support.