United Spirits Limited has informed stock exchanges that its Board of Directors, at its meeting held on 14th May 2026, reviewed and amended the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code for Fair Disclosure). The intimation was made in compliance with Regulation 8(2) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (SEBI PIT Regulations). The amended Code has been made available on the company's website at www.diageoindia.com .

Key Details of the Amended Code

The following table summarises the key administrative details of the amended Code:

Purpose and Applicability

The Code for Fair Disclosure lays down principles and practices to be followed by United Spirits Limited in relation to the procurement and communication of UPSI. It applies to all disclosures of UPSI made by or relating to the company, its subsidiaries, associates, and companies under the same management. The Code prohibits insiders from communicating, providing, or allowing access to UPSI—even to other insiders—unless the communication is in furtherance of a legitimate purpose, duties, or discharge of legal obligations. All insiders are required to handle UPSI strictly on a need-to-know basis.

Dissemination and Disclosure Framework

The amended Code outlines a structured framework for the prompt, uniform, and universal dissemination of UPSI. Key provisions include:

• Prompt public disclosure of UPSI as soon as credible and concrete information comes into being
• Uniform dissemination to all stock exchanges where the company's securities are listed, in accordance with the Listing Agreement
• Website publication of information filed with stock exchanges for wider circulation
• Simultaneous public access during structured communication events such as analyst calls, through audio broadcast over phone, internet, or suitable media
• Restricted period during which management refrains from investor engagement or analyst calls to discuss business performance, running from the first calendar day of the first month of the quarter until the financial results of the previous quarter are made public

Roles and Responsibilities

The Code designates specific roles for overseeing disclosure obligations. The Compliance Officer holds prime responsibility for overseeing the operation of the Code, including complying with continuous disclosure requirements, coordinating disclosure of UPSI to stock exchanges, analysts, shareholders, and media, and educating staff on disclosure policies. The Chief Financial Officer, or a person holding a similar position, is designated as the Chief Investor Relations Officer (CIRO), responsible for dissemination of information and disclosure of UPSI. In the absence of the CIRO, the Compliance Officer or any other senior-level employee authorised by the Board shall act in that capacity.

Handling of UPSI and Legitimate Purposes

The Code specifies that UPSI shall be handled internally on a need-to-know basis only. Sharing of UPSI is permitted solely for legitimate purposes, which include sharing in the ordinary course of business with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals, rating agencies, statutory authorities, regulatory bodies, industry associations, parent or holding companies, affiliates, and employees—provided such sharing is not carried out to evade or circumvent the prohibitions of the Regulations. Any person receiving UPSI pursuant to a legitimate purpose is considered an insider under the Regulations and is required to maintain confidentiality.

Regulatory Response and Future Updates

The Code also mandates that United Spirits Limited respond appropriately and fairly to queries on news reports and requests for verification of market rumours by regulatory authorities. All stock exchanges where the company's securities are listed are to be informed of the name, address, contact details, and email of the Compliance Officer. The Code may be updated to incorporate statutory amendments upon their becoming effective, followed by filing with stock exchanges and placing before the Board for noting in the subsequent meeting.

United Spirits Limited has executed an amended and restated share purchase agreement (A&R SPA) dated May 11, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The development is a follow-up to the original share purchase agreement (SPA) dated March 24, 2026. Notably, the regulatory filing was re-uploaded with a corrected date after the date was inadvertently mentioned as January 11, 2026 in an earlier submission — all other disclosures remain unchanged. The A&R SPA was executed following the receipt and acceptance of a purchaser change notice dated May 4, 2026, and has been entered into in accordance with the terms of the original SPA. The aggregate consideration of INR 166.6 bn (approximately Rs. 16,660 Cr) and all fundamental commercial terms remain unchanged.

Change in Purchaser Composition

The A&R SPA introduces structural changes to the consortium of purchasers involved in the acquisition of equity shares of Royal Challengers Sports Private Limited (RCSPL), a wholly owned subsidiary of United Spirits Limited. Three new entities have been added as Additional Purchasers, while two original purchasers have retired from the transaction.

The rights and obligations of the retiring purchasers under the original SPA have been assumed by the relevant continuing and additional purchasers. The change in purchasers reflects only a reorganisation of the legal entities through which the consortium is entering into the relevant transaction documents.

Key Transaction Details Remain Unchanged

Despite the change in purchaser composition, the fundamental parameters of the transaction remain unaltered. The following table summarises the key terms of the A&R SPA:

Parties to the A&R SPA

The amended and restated agreement has been executed among the following parties:

Regulatory Disclosures and Related Party Position

The A&R SPA and related transaction documents were executed pursuant to the initial approval granted by the Board of Directors of United Spirits Limited at its meeting held on March 24, 2026. As disclosed in Annexure A filed with the stock exchanges, RCSPL, being a wholly owned subsidiary of USL, is classified as a related party. However, none of the purchasers are related parties of USL or RCSPL, and the transaction does not fall within the ambit of related party transactions. The amendments do not alter the aggregate consideration, the fundamental commercial structure, or the other customary provisions, representations, warranties, and indemnities under the original SPA. The disclosure has been made in accordance with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026, issued on July 11, 2023, and last updated on January 30, 2026. The Company Secretary and Compliance Officer, Pragya Kaul, signed the disclosure on May 11, 2026, and further details are available on the company's website at www.diageoindia.com .