United Spirits Executes Amended and Restated Share Purchase Agreement for Sale of RCSPL Shares

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, which was disclosed to the stock exchanges on the same date. 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.

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.

Additional Purchasers (newly introduced):

Big Banyan Holdings Pte. Ltd

Times Cricket LLP

ICQ Opportunities RC Holdco, Ltd (ICONIQ)

Retiring Purchasers (exiting the transaction):

Aelius Investments Pte Ltd (Purchaser 2)

Metropolitan Media Company Limited (Purchaser 5)

The rights and obligations of the Retiring Purchasers under the original SPA have been assumed by the relevant continuing and Additional Purchasers.

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:

Parameter: Details Agreement Type: Amended and Restated Share Purchase Agreement Date of Execution: May 11, 2026 Seller: United Spirits Limited (USL) Entity Being Sold: Royal Challengers Sports Private Limited (RCSPL) Sale Shares: 14,690 equity shares of RCSPL Aggregate Consideration: INR 166.6 bn Relationship of RCSPL to USL: Wholly owned subsidiary Board Approval Date: March 24, 2026

Parties to the A&R SPA

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

# Party 1. United Spirits Limited (USL) 2. Royal Challengers Sports Private Limited (RCSPL) 3. Bolt IPL Holdings LLC 4. Big Banyan Holdings Pte. Ltd 5. Asia Investment Topco II Pte. Ltd 6. Times Internet Limited 7. Times Cricket LLP 8. ICQ Opportunities RC Holdco, Ltd (ICONIQ)

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 the details are also available on the company's website at www.diageoindia.com .

United Spirits Limited, the Bengaluru-headquartered spirits company operating under the Diageo India umbrella, has published a newspaper advertisement in Business Standard and Prajavani on May 6, 2026, notifying shareholders about the Investor Education and Protection Fund Authority's (IEPFA) second 100-day campaign under 'Saksham Niveshak'. The notice was filed with stock exchanges and signed by Pragya Kaul, Company Secretary and Compliance Officer, on May 6, 2026.

IEPF's Second 100-Day 'Saksham Niveshak' Campaign

The Investor Education and Protection Fund Authority (IEPFA), under the Ministry of Corporate Affairs (MCA), has initiated the second 100-day campaign of 'Saksham Niveshak' from April 1, 2026 to July 9, 2026. The campaign is aimed at reaching out to shareholders whose dividends remain unclaimed, with a focus on KYC updation and related compliance measures. Its primary objective is to facilitate direct payment of unclaimed or unpaid dividends to the rightful shareholders, thereby preventing the transfer of such amounts to the IEPF.

The following table summarises the key details of the campaign:

Parameter: Details Campaign Name: Saksham Niveshak (Second 100-Day Campaign) Initiated By: Investor Education and Protection Fund Authority (IEPFA), MCA Campaign Period: April 1, 2026 to July 9, 2026 Objective: KYC updation, claiming unpaid/unclaimed dividends Notice Published In: Business Standard and Prajavani Notice Date: May 6, 2026

Shareholder Action Required

United Spirits has urged its shareholders to utilise this opportunity to update their KYC details, including PAN, address, mobile number, email ID, bank account details, specimen signatures, and nomination (optional). Updating these details will enable shareholders to claim any unpaid or unclaimed dividends and facilitate seamless direct credit of future dividends, if any, into their registered bank accounts.

Shareholders are required to act as follows depending on how their shares are held:

Shares held in dematerialised form: Shareholders must ensure their KYC details and any subsequent changes are updated with their respective Depository Participant (DP).

Shares held in physical form: Shareholders must submit duly filled and signed prescribed ISR forms in physical form to the Company's Registrar and Share Transfer Agent (RTA). Scanned copies of submitted documents should also be emailed to the RTA.

Registrar and Share Transfer Agent Contact Details

Shareholders holding shares in physical form may submit their KYC documents and direct queries to the Company's RTA at the following address:

Parameter: Details RTA Name: Integrated Registry Management Services Private Limited Address: #30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bengaluru – 560 003, Karnataka, India Telephone: +91-80-2346 0815 to 818 Fax: +91-80-2346 0819 Email: bglsita@integratedindia.in

The company has also noted that relevant ISR forms can be downloaded by scanning the QR code provided in the published advertisement. Shareholders requiring assistance with dematerialisation may also contact the RTA at the email address above.

Implications for Shareholders

United Spirits has emphasised that shareholders who do not update their KYC details or claim unpaid dividends risk having their dividends and, in applicable cases, their shares transferred to the IEPF Account established by the Central Government. Once transferred, shareholders may claim their shares and dividends from the IEPF, with details available at www.iepf.gov.in . The company has urged all shareholders to act before the campaign deadline of July 9, 2026 to avoid such transfers.

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