Your Company’s Directors have pleasure in presenting the Board’s Report along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

Review of Operations / Financial Summary

Your Company’s performance during the Financial Year as compared with that during the previous Financial Year is summarized below:

Share Capital

The Paid-up Equity Share Capital as on March 31,2023 was '33,66,38,257/- (Rupees Thirty Three Crore Sixty Six Lakh Thirty Eight Thousand Two Hundred Fifty Seven Only) divided into 33,66,38,257 (Thirty Three Crore Sixty Six Lakh Thirty Eight Thousand Two Hundred Fifty Seven) Equity Shares of Face Value of '1/- (Rupee One Only) each. During the Financial Year under review, your Company has allotted 53,944 (Fifty Three Thousand Nine Hundred and Forty Four) Equity Shares of Face Value of '1/- (Rupee One Only) each pursuant to exercise of Options by the employees of the Company under Godrej Industries Limited-Employee Stock Grant Scheme, 2011 (ESGS 2011).

Debentures

Your Company has privately placed Non-Convertible Debentures of '550 Crore (Rupees Five Hundred and Fifty Crore) [by way of 2 Series of '250 Crore (Rupees Two Hundred and Fifty Crore) and '300 Crore (Rupees Three Hundred Crore)] during the Financial Year 2022-23, which are listed on the Debt Segment of the National Stock Exchange of India Limited. Further, your Company is in compliance with the SEBI Circular having reference number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021.

As on March 31,2023, your Company has outstanding Non-Convertible Debentures aggregating to '3,550 Crore (Rupees Three Thousand Five Hundred and Fifty Crore).

Dividend / Dividend Distribution Policy

Your Company has not declared Dividend for the Financial Year 2022-23. Further, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is made available on the website of the Company and the same can be accessed on http://www.godreiindustries.com/listing-compliance.aspx

industry Structure and Development

The World Economic Outlook (WEO) forecasts global growth to fall from 3.4 percent in 2022 to 2.8 percent in 2023, before settling at 3.0 percent in 2024. Advanced economies are expected to see an especially pronounced growth slowdown, from 2.7 percent in 2022 to 1.3 percent in 2023. Global headline inflation in the baseline is set to fall from 8.7 percent in 2022 to 7.0 percent in 2023 on the back of lower commodity prices but underlying (core) inflation is likely to decline more slowly.

India’s growth continues to be resilient despite some signs of moderation in growth, says the World Bank in its latest India Development Update.

The World Bank has revised its FY23/24 GDP forecast to 6.3 percent from 6.6 percent (December 2022). Growth is expected to be constrained by slower consumption growth and challenging external conditions. Rising borrowing costs and slower income growth will weigh on private consumption growth, and government consumption is projected to grow at a slower pace due to the withdrawal of pandemic-related fiscal support measures.

Although headline inflation is elevated, it is projected to decline to an average of 5.2 percent in FY23/24, amid easing global commodity prices and some moderation in domestic demand. The Reserve Bank of India’s has withdrawn accommodative measures to rein in inflation by hiking the policy interest rate. India’s financial sector also remains strong, buoyed by improvements in asset quality and robust private-sector credit growth.

Real Estate Sector

India’s real estate market is expected to exhibit a growth rate (CAGR) of 9.2% during 2023-2028. FY’23-24 will see a strong foundation as there will be more buyers. Multiple rating agencies have calculated that the Indian economy is estimated to grow by 8-9%, which will ultimately drive the growth in the real estate market. Along with important policy initiatives such as “Housing for All” and the Pradhan Mantri Awas Yojana, the government has been developing and constructing infrastructure mega-projects like highways, new airports, metros, etc. These factors will stimulate both the quantitative and qualitative growth of real estate holdings. Intriguingly, real estate in Tier 2 and Tier 3 markets will also grow rapidly, generating substantial returns for investors.

Agri Sector

The agricultural sector is a central pillar of the Indian economy, employing 60 per cent of the nation’s workforce and contributing to about 17 per cent of its GDP. The Indian economy is an agro-economy, which is highly dependent on the cycle of production, distribution and consumption. Since more than half of the population of India indulges in agriculture, the importance of agriculture in the economy is highlighted with two important factors. Firstly, it provides employment opportunities to rural agricultural and non-agricultural labourers. Secondly, it plays a significant role in international trade and import and export activities.

India's foodgrain production is estimated at an all-time high of 323.55 million tonnes in the current crop year ending June’22, driven by the projection of a record output of rice, wheat and pulses. Backed by remunerative prices globally, India’s agri export reached all-time high of '32 billion in FY22-23, a growth of 11% year-on-year.

In 2023, Monsoon season is expected to be normal with expected rainfall at 96% of Long-period average (LPA). While it is too early to predict evolving El-Nino conditions, any kind of impact is likely to be in the

end-stages of monsoon. Agriculture output is expected to remain robust and with positive government support, the sector is likely to continue on a high growth path.

The redressal measures are also high up on the government agenda. Through the introduction of various welfare schemes the government is indeed continuously engaged in addressing these challenges, and relevant departments are involved in the administration of existing programmes and policies.

Chemicals Sector

Oleo chemicals are used by various sectors like Personal Care and Home Care, Cosmetics, Food & Beverage, Pharmaceutical etc. Increase in demand for green chemicals, high demand from end-use industries, and easy availability of raw materials are the key factors driving the demand for oleochemicals.

Furthermore, environmental regulations are becoming increasingly stringent and non-renewable resources are depleting which allows oleochemicals to replace the currently used petroleum-based products.

Fatty Acids, Fatty Alcohol and Specialty Chemicals used by this segment is growing at a healthy rate. Furthermore, Consumer awareness and use of Hygiene and cleansing products has increased which helps demand of surfactants and specialty Chemicals. Demand for Glycerine looks good.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations, 2015 is appended as Annexure A' to this Report.

Subsidiary and Associate Companies:

GODREJ AGROVET LIMITED (GAVL)

Godrej Agrovet Limited (GAVL) delivered a revenue growth of 13% in FY23 primarily driven by market share gains in Animal Feed and robust volume growth in branded products in food businesses i.e. Dairy and Poultry. GAVL’s Domestic crop protection business also achieved a healthy growth in some of the key products such as HITWEED (in-house herbicide) and GRACIA (in-licensed insecticide). Creamline Dairy Private Limited (CDPL) achieved a revenue milestone of '1,500 Crore while Godrej Tyson Foods Limited crossed '1,000 Crore in FY23. However, consolidated profitability was adversely impacted mainly due to a drop in operating margins of Crop Protection, Animal Feed and Dairy businesses.

GAVL’s subsidiary, Astec LifeSciences Limited, commissioned a new state-of-the-art Research & Development centre, named “Adi Godrej Centre for Chemical Research and Development” in Maharashtra in April’23. During the year, GAVL also commissioned a new Fish feed manufacturing facility in Uttar Pradesh and commenced construction of Crude palm oil Refinery & Solvent Extraction plant.

animal feed business

GAVL’s Animal Feed business gained further market share in an otherwise difficult year for the Indian feed industry. Animal Feed business recorded 14% year-on-year revenue growth in Financial Year 2022-23 led primarily by Cattlefeed and Aqua feed categories. Volume growth was ahead of the industry average. Cattlefeed segment continued to reinforce its dominant position in Western region steered by portfolio of new products launched in past couple of years. Aqua feed segment

also recorded a double-digit growth in volumes in Financial Year 2022-23 led by market share gains in fish feed across key markets.

On profitability front, Financial Year 22-23 was a challenging year for the feed industry, partly owing to few instances of unforeseen Government interventions in both input as well as output prices which resulted in the GAVL’s inability to fully pass on higher input costs. GAVL’s Aqua feed segment suffered from active price controls by State Government resulting in lack of transmission of input cost inflation. One-off margin contraction in Q1 FY23 owing to Government’s knee-jerk reaction of allowing imports of soybean meal loomed large over the entire year as GAVL’s animal feed business recorded drop in profitability.

crop protection business

For GAVL’s standalone Crop Protection Business (CPB), FY23 was a relatively mixed year. The segment registered a prompt recovery in topline while also achieving highest ever sales for the business. The sales growth was led by in-house portfolio comprising of HITWEED range of herbicides coupled with in-licensed insecticides, GRACIA, which was launched only in Feb’22. Herbicides portfolio registered record volumes in Financial Year 2022-23 while GRACIA achieved a very important volume milestone in its first year of the launch itself. GAVL also achieved a substantial improvement in the working capital cycle and collections for the Crop protection business driven by concerted efforts in maintaining credit hygiene. However, margin profile was impacted due to lower volumes in the Plant Growth Regulators (PGR) category and pricing pressure.

vegetable oil business

GAVL is the largest oil palm processor in India and works directly with more than 9,000 farmers for the entire lifecycle of the crop. Financial Year 2022-23 was another good year for GAVL’s Vegetable Oil Palm business with growth in both topline and profitability despite high base of pervious year. GAVL also achieved further improvement in Oil extraction ratio by ~45 bps and a consistent volume growth in Financial Year 2022-23 as compared to the previous year.

Vegetable oil business was also benefitted from the sharp increase in Crude Palm Oil (CPO) and Palm Kernel Oil (PKO) prices to record high levels in Q1 FY23 owing to three-week exports ban by Indonesian Government, a largest producer and exporter of palm oil.

In Financial Year 2022-23, GAVL’s Vegetable Oil Palm business became the first in the country to be awarded a verification Certification under the Indian Palm Oil Sustainability (IPOS) Framework. Certification is issued by Control Union, an independent international certification body, in recognition of the sustainable practices adopted by oil palm business.

Review of Operations / State of Affairs of the Subsidiaries of GAVL:

astec lifesciences limited

GAVL’s agrochemical subsidiary, Astec LifeSciences Limited, faced volume headwinds and price corrections in both exports as well as domestic markets. Astec reported decline in revenues and margins in Financial Year 2022-23 as compared to the previous year. Nonetheless, Astec’s performance in contract manufacturing (CMO) segment was in line with the expectations with 1.9x growth in revenues as compared to the previous year.

In April’23, Astec inaugurated a new state-of-the-art Research & Development centre, named “Adi Godrej Centre for Chemical Research and Development” in Rabale, Maharashtra. Continued investment in a future-ready Research & Development facility reflects Astec’s commitment to long-term growth and value creation.

GAVL continues to hold 64.8% stake in Astec as on March 31,2023.

creamline dairy products limited

GAVL’s dairy subsidiary, Creamline Dairy Products Limited (“CDPL”), reported 28% year-on-year increase in segment revenues in Financial Year 2022-23 crossing '1,500 Crore sales mark for the first time. Outstanding volume performance in Financial Year 2022-23 was led by value-added products (VAP) portfolio which grew by 37% year-on-year supported by 10% growth in liquid milk volumes. Growth in VAP portfolio was ahead of the industry peers in South India and was led by market share gains in some of the key markets, primarily in curd, buttermilk, milk-based flavoured drinks and Ghee. Share of VAP in total sales increased to 32% in Financial Year 2022-23 from 29% in Financial Year 2021-22.

While CDPL fared much better in volume and topline growth as compared to previous year, margin profile was impacted by continued rise in milk procurement costs. Price hikes taken during the year were rendered inadequate by sustained rise in input costs throughout the year. For third consecutive year, the industry continued to suffer from weak flush season on account of untimely & heavy rains in South India coupled with outbreak of Lumpy skin disease in certain parts of the country.

godrej tyson foods limited

GAVL subsidiary, Godrej Tyson Foods Limited (“GTFL”) achieved a crucial '1,000 Crore sales milestone for the first time in Financial Year 2022-23. It was one of the best years in terms of financial and operational performance for GTFL as the business reported a stellar topline growth of 28% for the second consecutive year as a result of robust volume performance in branded categories coupled with recovery in live bird prices. Segment results also recovered sharply and grew by 3.1x year-on-year to close the year at '16.1 Crore in Financial Year 2022-23.

Amongst branded categories, Real Good Chicken (RGC) registered a volume growth of more than 50% for the second straight year on the back of QSR and Institutional sales. Profitability of RGC category has also improved substantially and despite volatilities in live bird prices, RGC consistently reported improvement in contribution margin. Yummiez portfolio recorded more than 30% growth in volumes led by new product development initiatives.

godrej maxximilk private limited

Godrej Maxximilk Private Limited (“GMPL”) is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion. GMPL is a 100% owned subsidiary of GAVL. During the year, GAVL infused additional investment of '20 Crore in GMPL for business expansion and day-to-day operations. For the Financial Year 2022-23, GMPL reduced Loss Before Tax to ('4.70 Crore) from ('9.77 Crore) in the previous year.

Joint Venture of GAVL:

aci godrej agrovet private limited, Bangladesh

Godrej Agrovet’s 50:50 joint venture with Advanced Chemical Industries Limited (ACI), Bangladesh, named ACI Godrej Agrovet Private Limited, maintained robust growth momentum by further consolidating its market share in Bangladesh across categories and recording 26% year-on-year growth in topline.

overview of operations

Godrej Properties delivered another record year in FY 2022-23 by achieving the highest sales in its history, surpassing the industry growth. This was driven by continued focus across bringing better products with consumer centric approach, delivering best in class quality consistently and enhancing customer’s trust on the brand.

Godrej Properties achieved a sales volume of 15.2 million square feet and booking value of '12,232 Crore in FY 2022-23, resulting in a growth of 56% Y-o-Y. This was the highest recorded booking value in the history of the Company. This was evenly distributed across its four key geographies, each delivering more than 2 million sq. ft. sales and sales value of more than '2,000 Crore in all its four focus markets.

Godrej Properties launched 24 new projects / phases in FY 2022-23, including Godrej Horizon in Mumbai and Godrej Splendour in Bengaluru, both of which clocked around '1,000 Crore within a year of its launch. These remained amongst the most successful residential project launches for Godrej Properties. The new project launches were complemented by '6,026 Crore of sustenance sales in FY 2022-23 which, again was the highest ever for the company.

Godrej Properties added eighteen new projects with saleable potential of around 29 million sq. ft. to

Godrej Consumer Products is a leading emerging markets company. As part of the 126-year young Godrej Group, the company is fortunate to have a proud legacy built on the strong values of trust, integrity, and respect for others. At the same time, it’s growing fast and has exciting, ambitious aspirations.

GCPL ranks among the largest Household Insecticide and Hair Care players in emerging markets. In Household Insecticides, it is the leader in India, the second largest player in Indonesia and is expanding its footprint in Africa. GCPL is the leader in serving the Hair Care needs of women of African descent, the number one player in Hair Colour in India and Sub-Saharan Africa, and among the leading players in Latin America. It ranks number two in Personal Wash and Hygiene in India and is the number one player in Air Fresheners and Wet Tissues in Indonesia.

GCPL is confident that with its clear strategic focus, differentiated product portfolio, superior execution, and an agile and high-performance culture, it will continue to deliver industryleading results in the future.

GODREJ CAPITAL LIMITED (GCL)

Godrej Capital Limited (GCL), a subsidiary of your Company, is a Non-Banking Finance Company -Core Investment Company (NBFC-CIC) (exempt from registration). During the year, post requisite approvals, Godrej Housing Finance Limited (GHFL), a Non-Banking Finance Company -Housing Finance Company and Godrej Finance Limited (GFL), a Non-Banking Finance Company became wholly owned subsidiaries of GCL. The consolidated Total Income of GCL for FY 2022-23 is '346.91 Crore as compared to '54.86 Crore in the previous year.

Other Subsidiaries

Godrej International Trading & Investments Pte Ltd (GITI) is registered and located in Singapore and trades palm and soya oil as well as by-products.

Godrej International Limited (GINL) is incorporated in the Isle of Man and is a wholly owned subsidiary of the Company.

FY 2022-23 was rather tame relative to FY 2021-22. Vegetable oil prices started the year on a firm note as a result of the Ukraine war but began to slide from June onwards. High prices had led to demand destruction and better weather also led to better production of oilseeds in most parts of the world. Our companies kept pace with market developments and correctly anticipated the gradual decline in prices in the Second Half of the year. Our Supply Chain strengths continued to give our consuming companies, GCPL and GIL an edge over the competition. Our companies maintained profitability but turnover declined as result of lower unit prices.

Financial Position

The Net Debt Position at the end of the Financial Year stands at '6,009 Crore as compared to '5,240 Crore in the previous year. The Net debt equity ratio is 3.50 as compared to 3.53 in the previous year.

Your Company continues to hold the topmost rating of [ICRA] A1 from ICRA & “CRISIL A1 ” from CRISIL for its commercial paper program ('2,500 Crore) (previous year '2,000 Crore). Instruments with these ratings are considered to have very strong degree of safety regarding timely payment of financial obligations. Such securities carry lowest credit risk.

For the Non-Convertible Debentures (NCD) programme of '5,000 Crore (previous year '3,000 Crore)

CRISIL has assigned “CRISIL AA” and ICRA has assigned “ICRA AA” with stable outlook. This rating is considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk.

ICRA has also reaffirmed an [ICRA] A1 / AA(Stable) rating for our short term/Long term banking facilities ('2,140 Crore), (previous year '2,140 Crore).

Report on Performance and Financial Position of Subsidiary Companies:

Report on Performance and Financial Position of each of the Subsidiaries, Associates, Joint Venture companies in Form AOC-1, forms a part of the Consolidated Financial Statements.

Loans, Guarantees & Investments

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments by the Company under the aforesaid provisions during the Financial Year 2022-23 have been provided in the Notes to the Standalone Financial Statements.

Related Party Transactions

In compliance with the Listing Regulations, the Company has a policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (RPT Policy). The RPT Policy can be accessed on the website of the Company, viz. http://www.godreiindustries.com/listing- compliance.aspx.

All Related Party Transactions entered into by your Company during the Financial Year 2022-23 were on an arm’s length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Section 134(3)(h) and Section 188 of the Companies Act, 2013 read with the Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Attention of Members is also drawn to the disclosure of transactions with related parties set out in Note No.41 of Standalone Financial Statements, forming part of the Annual Report. None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company. Further, the Company has not entered into any transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company during the Financial Year 2022-23.

Manufacturing Facilities

Your Company has manufacturing units at Ambernath, Valia, Wadala and Dombivli.

Both Valia and Ambernath factory are currently certified as per latest ISO standards, i.e., ISO 9001:2015 (QMS), ISO 14001:2015 (EMS) and ISO 45001:2018 (OH&S). Valia is also ISO 50001:2018 (EnMS) certified.

Ambernath completed IATF (Automotive certification for tyres industries) and responsible care certification whereas Valia become first chemical manufacturing company in India to receive Platinum rating in Green Co Audit by CII. Both the units are compliant on SMETA 4.0 Pillar and are certified by BVQI. The units are audited on- Labor Standards, Health and Safety, Environment and Business Ethics.

GIL Chemicals received the prestigious Earth Care Award under the category Innovation in GHG emissions by JSW and TOI.

From a sustainability transparency and disclosure standpoint, we were ranked “B” in CDP’s (Climate Disclosure Program) India’s Climate Change and Water Security Disclosure Index 2022 and B in Forest-Palm Oil Disclosure. We also secured the Silver rating on the Eco Vadis Platform for our Valia and Ambernath units.

Our Ambernath Factory is a “Responsible Care” certified factory and Ambernath Factory received the award for ‘Best implementation of Responsible Care - Security Code’ by the Indian Chemical Council (ICC) and our Valia plant has started its journey to implement Responsible Care guiding principle and process codes this year.

Ambernath plant is also certified with ISO 22716:2007 for COSMETIC- GOOD MANUFACTURING PRACTICES (GMP). The site is also certified with FOOD SAFETY SYSTEM CERTIFICATION 22000 for refined glycerine manufacturing.

Valia Factory has also been recognized by Union of Japanese Scientists & Engineers (JUSE) for 5S Workplace Management system.

Also GIL, won Diamond Award at 1^st HR Conclave held by Quality Circle Forum of India at Surat for New Normal and 5S and Won Platinum Award at 4^th HR Conclave held by Quality Circle Forum of India at Vadodara for CSR/Community Development Initiatives.

From Valia Factory, our 2 teams participated in ACCQC 2022 and both teams won Gold Award. Also, one team participated in QCFI Vadodara Chapter for their Kaizen of converting wooden pallets into MS pallets from waste MS pipes and won Gold Award.

Godrej Industries Limited received an award on “Outstanding Commitment to COVID controls FY 21 & 22” during GILAC Annual OHS Conference on Thursday, 25^th August, 2022.

Majority of our C16-C18 alcohol grades are covered under COSMOS certification. The certification helps labelling the product as natural or organic. The majority of the finished products at both locations are Kosher certified, HALAL certified and some are also REACH registered to meet the EU regulation.

In new product domain, the unit has started commercial production for Coco Betaine, & Glyceryl Mono Oleate. Ginophos CD & BioGod are also in pipeline for commercialization.

We have completed gate-to-gate life cycle assessments for the surfactant product Alpha Olefin Sulfonate and Bio surfactants both at Ambernath & Valia.

The Company is one of the leading Indian Entity to be a part of Roundtable on Sustainable Palm Oil (RSPO) and Action of Sustainable Derivatives (ASD). ASD brings together major beauty, home and personal care and other oleochemical companies and is led by BSR & Transitions to enable sustainable production and sourcing of palm oil and palm kernel oil derivatives.

For both the units Valia and Ambernath, we have done third party verification audit of Energy, GHG emissions, water and waste.

We have signed for Science based target initiative (SBTi) and submitted our inventory, targets and road map for validation.

GIL Chemicals certified as a Great Place To Work organization and GIL was recognized as India's Top 50 Best Workplaces in Manufacturing 2023.

The Dombivli unit has flexibility of producing multiple value-added products, mainly fatty esters and amide, used in personal and home care products.

Research and Development (R&D)

During the year under consideration, R&D has continued its progress & quest for innovations. Many new concept ingredients with applications in Home, Personal care, Oil & Gas industry, Metal Working Fluids were researched and introduced, thus securing newer avenues and customers for existing as well as new product ranges.

R&D continues its efforts in bringing the new technologies and has tied up with some CSIR institutes for technical collaborations, besides the exhaustive inhouse developments. Our emphasis on green and sustainable technologies and product was further strengthened by extensive research in Fermentation technology and Biocatalysis. The fermentation products for Home & Personal care, Agri and animal nutrition, and industrial uses are being extensively sampled. We are giving lot of emphasis on the Biocatalytic processes and trying to see if we could convert some of the existing chemical processes to biocatalysis route. This will be highly sustainable due to low process temperatures, better kinetics and lower impurities. May need optimization in standardizing and enzyme availability for all types could be challenge.

For our Sophorolipid, the Company is trying to develop many applications besides Home and personal care, like Agricultural, Animal nutrition and other industrial, which can help in increasing the volume sale of Sophorolipids.

Human Resource Development and industrial Relations

During the year under review, industrial relations at all plant locations remained harmonious. We continued to prioritize workers welfare by providing a supportive working environment through various means. Proactively, actions were taken to address various needs of workers through forums like Grievance Handling Mechanism. Long term settlement was signed off between Union and GIL across all our factories. On the Human Resource Development front, efforts made to engage employees and enable them to perform at their best. Employees were provided with innovative platforms to learn and grow, by leveraging both digital and classroom modes. At the same time health and wellbeing was given highest priority. Various sessions and webinars were conducted focusing on mental & physical health. There was special emphasis on strengthening our organizational culture through voice of employees & stakeholders. Leadership connect and communication throughout the year played a significant role in building a high performance culture. Further employees were duly recognized and appreciated in various forums for their contributions to the organization. Our work practices were also recognized by Great Place To Work and we were featured among the Top 50 Best Workplaces in Manufacturing. Thus all round efforts were made to drive employee motivation, experience and performance which in turn translated into excellent business results. The total number of persons employed in your Company as on March 31,2023 were 1,078.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report highlighting your Company’s sustainability initiatives is appended as ‘Annexure B’. This Report describes the initiatives taken by the Company from an environment, social and governance perspective.

Employee Stock Grant Scheme 2011 (ESGS)

The details of the grants allotted under Godrej Industries Limited - Employee Stock Grant Scheme, 2011 (ESGS 2011), as also the disclosures in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been uploaded on the website of the Company at www.godreiindustries.com.

The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESGS 2011. The Board of Directors confirm that the ESGS 2011 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members. The Board further confirms that there have been no changes in the ESGS 2011 Scheme during the Financial Year 2022-23. The Certificate, obtained from M/s. A.N. Ramani & Co, Practising Company Secretary in this regard, shall be kept open for inspection by the Members during the ensuing 35^th (Thirty Fifth) Annual General Meeting.

Fixed Deposits

The details of deposits covered under Chapter V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2022-23 are as follows:

Your Company is currently not accepting public deposits and has not accepted any deposits from its Directors during the Financial Year 2022-23.

Directors

(a) Re-appointment of Chairman & Managing Director

During the year under review, Mr. Nadir Godrej (DIN: 00066195) was re-appointed as the “Managing Director” (designated as the ‘Chairman & Managing Director’) of the Company for a period of 3 (three) years starting from April 1, 2023 upto March 31,2026.

(b) Appointment / Re-appointment of Non-Executive Directors

Upon recommendation of the Nomination and Remuneration Committee and the Board of Directors at their Meetings held on May 21, 2021 and as per approval granted by the Shareholders of the Company dated June 29, 2022, Mr. Pirojsha Godrej (DIN: 00432983) was appointed as the “Director (Non-Executive)” of the Company with effect from April 1, 2022, liable to retire by rotation.

Further, the Nomination and Remuneration Committee and the Board of Directors of the Company at their Meetings held on May 19, 2023 have approved below:

1. Re-appointment of Mr. Mathew Eipe (DIN: 00027780) as the Independent Director (Non-Executive Director) of the Company for his second term starting from May 13, 2024 upto June 6, 2027.

2. Re-appointment of Dr. Ganapati Yadav (DIN: 02235661) as the Independent Director (Non-Executive Director) of the Company for his second term starting from May 13, 2024 upto September 13, 2027.

The above re-appointment of Independent Directors is subject to approval of the Shareholders of the Company.

(c) Directors liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Jamshyd Godrej (DIN: 00076250) Director of the Company is liable to retire by rotation at the ensuing 35^th (Thirty Fifth) AGM, and being eligible, has offered himself for re-appointment.

(d) Resolutions to be passed at the ensuing AGM

Appropriate resolutions for re-appointment of Mr. Mathew Eipe (DIN: 00027780) and Dr. Ganapati Yadav (DIN: 02235661) as the Independent Directors of the Company and Mr. Jamshyd Godrej (DIN: 00076250), Director liable to retire by rotation are being moved at the ensuing 35^th (Thirty Fifth) AGM, which the Board recommends for your approval.

(e) Composition of Board of Directors

As on the date of this Board’s Report, i.e., as on May 19, 2023 your Company’s Board of Directors comprises of the following Directors:

(f) Declaration of Independence from Independent Directors

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of provisions of Section 134(3)(d) of the

Companies Act, 2013, the Board of Directors of your Company have taken note of these declarations of independence received from all the Independent Directors and have undertaken due assessment of the veracity of the same. The Board of Directors is of the opinion that the Independent Directors of your Company possess requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

(g) Board Meetings

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance in order to help them plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening Meetings at a shorter notice with consent of the Directors or by passing resolutions through circulation.

4 (Four) Meetings of the Board of Directors were held during the Financial Year 2022-23 (i.e. on May 27, 2022, August 12, 2022, November 14, 2022 and February 13, 2023). The maximum gap between two Board Meetings did not exceed 120 (One Hundred and Twenty) days. The details of Board Meetings and the attendance record of the Directors are provided in the Report on Corporate Governance section of the Annual Report.

All the Board Meetings during the year were conducted through Video Conferencing.

(h) Performance Evaluation of the Board of Directors, its individual members, and its Committees

In terms with the Policy for Evaluation of the Performance of the Board of Directors of the Company, we conducted a formal Board Effectiveness Review, as part of our efforts to evaluate the performance of our Board and identify areas that need improvement, in order to enhance the effectiveness of the Board, its Committees, and Individual Directors. This was in line with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Chairperson and the Nomination and Remuneration Committee of the Board to design and execute this process. It was later adopted by the Board. Each Board Member completed a confidential online questionnaire, sharing vital feedback on how the Board currently operates and how its effectiveness could be improved. The survey comprised of below sections and compiled feedback and suggestions on:

• Board Processes (including Board composition, strategic orientation and team dynamics);

• Individual Committees;

• Individual Board Members;

• the Chairman and

• Declaration of independence from Independent Directors

The criteria for Board processes included Board composition, strategic orientation and team dynamics. Evaluation of each of the Board Committees covered whether they have well-defined objectives, the correct composition, and whether they achieved their objectives. The criteria for Individual Board Members included skills, experience, level of preparedness, attendance, extent of contribution to Board debates and discussion, and how each Director leveraged their expertise and networks to meaningfully contribute to the Company. The criteria for the Chairperson’s evaluation included leadership style and conduct of Board Meetings.

The following reports were created as part of the evaluation:

• Board Feedback Report;

• Individual Board Member Feedback Report;

• Chairman's Feedback Report

Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The overall Board Feedback Report was facilitated by Mr. Nadir Godrej, Chairman with Independent Directors. Feedback from the Committees and Individual Board Members was shared separately with the Chairman and the Directors. Following the evaluation, a Feedback Reports were compiled.

(i) Nomination and Remuneration Policy

The Company’s Nomination and Remuneration Policy for Directors, Key Managerial Personnel, and other employees can be accessed on the Company’s website at http://www.godreiindustries.com/ listing-compliance.aspx. The Company’s total rewards framework aims at holistically using elements such as fixed and variable compensation, long-term incentives, benefits and perquisites, and noncompensation elements (career development, work-life balance, and recognition). The Non-Executive Directors receive sitting fees and Independent Directors receive commission in accordance with the provisions of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee, the Board had framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Board Appointment Policy are stated below:

Talent Management and Succession Planning

Our Company has the talent management process in place with an objective of developing a robust talent pipeline for the organisation which includes the senior leadership team.

As part of our Talent Management Process called Total Talent Management, we identify critical positions and assess the succession coverage for them annually. During this process, we also review the supply of talent, identify high potential employees and plan talent actions to meet the organization’s talent objectives. We continue to deploy leadership development initiatives to build succession for key roles.

Total Rewards Philosophy

The policy of your Company on director’s appointment and remuneration of the Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director, is stated below:

(j) Familiarisation Programmes

Familiarisation programme for the Independent Directors was conducted during the Financial Year 2022-23. Apart from this, business presentations were made by the Management to the Independent Directors. The details of familiarization programmes pursuant to Regulation 25(7) of the Listing Regulations is uploaded on the Company’s website, viz. http://www.godrejindustries.com/listing-compliance.aspx.

Key Managerial Personnel

There have been no changes in the Key Managerial Personnel of the Company during the Financial Year 2022-23.

Auditors and Auditors' Report Statutory Auditors

The tenure of M/s. BSR & Co. LLP as the Statutory Auditors of the Company had come to an end at the conclusion of the 34^th (Thirty Fourth) Annual General Meeting (AGM) of the Shareholders of the Company held on August 12, 2022. The Audit Committee and the Board of Directors at their Meetings held on May 27, 2022 had approved and recommended appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No: 104607W/W100166) as the Statutory Auditors of the Company to hold office from the conclusion of the 34^th (Thirty Fourth) AGM, till the conclusion of the 39^th (Thirty Ninth), at a remuneration as may be decided by the Board of Directors. Their appointment was approved by the Shareholders of the Company at the last 34^th (Thirty Fourth) AGM held on August 12, 2022.

The Statutory Auditor’s Report on the Financial Statements for the Financial Year ended on March 31, 2023 does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 000010) were appointed by the Board of Directors as the Cost Auditors of the Company for all the applicable products pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year 2022-23. They are required to submit the report within 180 (One Hundred and Eighty) days from the end of the accounting year.

Further, upon recommendation of the Audit Committee, the Board of Directors at their Meetings held on May 19, 2023 have approved re-appointment of M/s. R. Nanabhoy & Co., Cost Accountants, being eligible, as the Cost Auditors of the Company for the Financial Year 2023-24 at a remuneration of '4,03,000/- (Rupees Four Lakh Three Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses, subject to ratification of the said remuneration by the Members at the ensuing 35^th (Thirty Fifth) Annual General Meeting pursuant to Section 148 of the Companies Act, 2013.

The Company has maintained the necessary accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 pertaining to Cost Audit.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company’s Board of Directors had appointed M/s. A. N. Ramani & Co., Practicing Company Secretaries (Firm Registration No. P2003MH000900), to conduct Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report issued by M/s. A. N. Ramami & Co., Secretarial Auditors for the Financial Year ended March 31,2023 is annexed herewith marked as ‘Annexure C’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report of Godrej Capital Limited, being material unlisted subsidiary of your Company is annexed herewith marked as ‘Annexure C1’ to this Report in compliance with provisions of

Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Vigil Mechanism / Whistle Blower Policy

Your Company is focused to ensure that integrity and ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical behavior. Your Company has a vigil mechanism named "Whistle Blower Policy" to deal with instance of fraud and mismanagement, if any. This initiative was taken to encourage employees to report irregularities in operations, besides complying with the statutory requirements under Companies Act, 2013. All employees of the Company can avail this mechanism. If the whistle blower is not satisfied with the actions taken, necessary steps to escalate the same can be taken. Through the process, the mechanism considers and extends complete protection to the whistle blower and direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Committees of Board of Directors

(a) Audit Committee

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Listing Regulations, your Company has constituted an Audit Committee of the Board of Directors.

The composition of the Audit Committee during the Financial Year 2022-23 was as under:

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. All observations and recommendations made by the Audit Committee to the Board of Directors, were duly noted and accepted by the Board.

4 (Four) Meetings of the Audit Committee were held during the Financial Year 2022-23 (i.e., May 27, 2022, August 12, 2022, November 14, 2022 and February 13, 2023).

(b) Risk Management Committee

Pursuant to the provisions of Regulation 21 of Listing Regulations, your Company has constituted a Risk Management Committee of the Board of Directors.

The composition of the Risk Management Committee during the Financial Year 2022-23 was as under:

3 (Three) Meetings of the Risk Management Committee were held during the Financial Year 2022-23 (i.e., May 26, 2022, November 14, 2022 and February 13, 2023).

The Risk Management Committee consists of the Managing Director, Whole Time Director, Independent Directors and Chief Financial Officer. The Committee identifies, evaluates business risks and opportunities. This Committee has formulated and implemented a policy on risk management to ensure that the Company’s reporting system is reliable and that the Company complies with relevant laws and regulations. The Board of Directors of your Company are of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

(c) Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee of the Board of Directors.

The composition of the Corporate Social Responsibility Committee during the Financial Year 2022-23 was as under:

1 (One) Meeting of the Corporate Social Responsibility Committee was held during the Financial Year 2022-23 (i.e. on February 13, 2023).

Areas of CSR Expenditure:

Your Company is committed to the Godrej Group’s ‘Good & Green’ vision of creating a more inclusive and greener India. Your Company’s strategic Corporate Social Responsibility (CSR) Projects, undertaken as part of its overall sustainability framework, actively work towards the Godrej Group’s Good & Green goals and have helped the Company carve out a reputation for being one of the most committed and responsible companies in the industry.

The CSR Policy of your Company is available on the website of the Company viz. www.godreiindustries.com. Amount of CSR Spending and Annual Report on CSR Activities:

During the Financial Year 2022-23, your Company was not required to spend towards CSR activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Annual Report on CSR Activities of your Company for the Financial Year 2022-23, is annexed herewith as “Annexure D”.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

We are committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. We have strengthened our existing Policy on Prevention of Sexual Harassment at the workplace. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behaviour is prohibited both by the law and the Group. To deepen their understanding on what constitutes workplace harassment, we have provided an online training module to all employees. We also conducted classroom sessions for all workers across our factories. Our training sessions apprises employees and workers about the legislative updates, details on Internal Complaints Committee and process to address grievances. The Company has formed two separate committees - one for the Head Office, factories in Maharashtra and branches in India and the other for the factory at Valia, Gujarat. Ms. Shefali Kohli is the Presiding Officer for both the Committees. While the Act is applicable only to women employees, our Company policy would be covering all employees and all premises of the Company in India. During the year, the Company

launched an online platform called as “Conduct” to assist employees to raise and track complaints easily. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in compliance with Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Directors' Responsibility Statement

The Board of Directors have laid down Internal Financial Controls within the meaning of the explanation to Section 134(5)(e) (“IFC”) of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and will evolve over time as the business, technology and possibly even fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There might therefore be gaps in the IFC as Business evolves. Your Company has a process in place to continuously identify such gaps and implement newer and / or improved controls wherever the effect of such gaps might have a material effect on the Company’s operations.

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company, based on the representation received from the Operating Management and after due enquiry confirm the following:

a) In the preparation of the annual accounts for the Financial Year 2022-23, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied consistently, and made judgments 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 (i.e. March 31,2023) and of the profit and loss of the Company for that period (i.e. the Financial Year 2022-23);

c) The Directors have 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, for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the Financial Year ended March 31, 2023 on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance of all laws applicable to the Company and such systems are adequate and operating effectively.

Corporate Governance

As required by the existing Regulation 34(3) read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is included in the Annual Report.

M/s. A. N. Ramani & Co., Practicing Company Secretaries have certified the Company’s compliance of the requirements of Corporate Governance in terms of Regulation 34(3) read with Schedule V of the Listing Regulation and their compliance certificate is annexed to the Report on Corporate Governance.

Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as ‘Annexure E' to this Report.

Annual Return

In compliance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as per Section 92(3) of the Companies Act, 2013 has been hosted on the website of the Company, viz. www.godreiindustries.com.

Managerial Remuneration and Remuneration Particulars of Employees

The remuneration paid to Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ‘Annexure F’ to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company are available to Shareholders for inspection on request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, on investor@godrejinds.com. whereupon a copy would be sent.

Material changes and commitments since the Financial Year end

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the March 31,2023 and the date of this Boards’ Report (i.e. May 19, 2023).

Fraud Reporting

There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

Policies of the Company

Listing Regulations have mandated the formulation of certain policies for all listed companies. As per provisions of Listing Regulations, certain Policies are hosted on the Company’s website viz; www.godrejindustries.com.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Listing Regulations and other applicable laws are as follows:

Secretarial Standards

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS- 1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

Transfer to Investor Education and Protection Fund

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund)

Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, '8,21,819/- (Rupees Eight Lakh Twenty One Thousand Eight Hundred Nineteen Only) unpaid / unclaimed dividends and 16,040 (Sixteen Thousand Forty) Equity Shares were transferred during the Financial Year 2022-23 to the Investor Education and Protection Fund (IEPF).

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company. The same can be accessed on www.godreiindustries.com. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 12, 2022 (date of last AGM) on the Company’s website which can be accessed on www.godrejindustries.com and of the Ministry of Corporate Affairs website at www.iepf.gov.in.

Depository System

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31,2023, 99.91% of the Equity Shares of your Company were held in demat form.

You Company has issued Non-Convertible Debentures in demat mode only.

Listing

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The applicable annual listing fees have been paid to the Stock Exchanges before the due dates. The Equity Shares of your Company were not suspended from trading on BSE and NSE at any point of time during the Financial Year 2022-23.

Your Company’s Non-Convertible Debentures are listed on the National Stock Exchange of India Limited (NSE). The applicable annual listing fees have been paid to the Stock Exchange before the due date.

Additional information

The additional information required to be given under the Companies Act, 2013 and the Rules framed thereunder, has been laid out in the Notes attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors’ Report are self-explanatory and therefore do not call for any further explanation. The Consolidated Financial Statements of our Company form a part of the Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries. The Audited Annual Accounts and related information of the Company’s Subsidiaries will be made available upon request. These documents including the Subsidiary Companies’ documents will be available for inspection on the Company’s website, viz.,www.godrejindustries.com.

Acknowledgement

Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat as also all the Government Agencies, Banks, Financial Institutions, Shareholders, Customers, Fixed Deposit Holders, Vendors and other Business Associates, who, through their continued support and co-operation, have helped as partners in your Company’s progress. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of the Company.

For and on behalf of the Board of Directors of Godrej industries Limited

Nadir Godrej

Chairman & Managing Director (DIN: 00066195)

Date: May 19, 2023 Place: Mumbai