[Corporate Identity Number (CIN): L15410MH1991PLC135359]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

TO THE MEMBERS:

Your Directors have pleasure in presenting this Thirty-Fourth (34th) Directors' Report along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company's Standalone and Consolidated performance during the Financial Year 2024-25 as compared to that of the previous Financial Year 2023-24 is summarized below:

(' in Crore)

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY, ITS SUBSIDIARIES & JOINT VENTURES & OTHER ASSOCIATES:

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2024-25.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2024-25, the Animal Feed business segment reported a notable 26% year-on-year growth in segment margins on account of favourable commodity positions and cost optimization measures. Volumes remained flat year-on-year primarily due to lower placements & lower end-product prices in first half of the year.

Crop Protection:

Standalone Crop Protection Business (CPB) demonstrated exceptional resilience despite a challenging environment for the broader agrochemicals sector and delivered a stellar performance in Financial Year 2024-25. The segment margins at 40% achieved a robust expansion of 9% year-on-year. This strong performance was primarily driven by in-house portfolio, particularly the HITWEED range of herbicides, which recorded substantial volume growth during the year.

Vegetable Oil:

Vegetable Oil segment was a standout performer during the year and reported strong growth in revenue as well as margins year-on-year on account of significant increase in realization of end-product prices of Crude Palm Oil (CPO) and Palm Kernel Oil (PKO). The average realization of CPO and PKO improved by 32% & 43% year-on-year.

Review of Operations / State of Affairs of Subsidiaries, Joint Ventures & Other Associates:

Your Company has interests in several businesses including dairy products, poultry, value-added vegetarian and non-vegetarian products, cattle breeding and dairy farming, through its Subsidiaries, Joint Ventures and other Associates.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a Statement containing the salient features of the Financial Statements of your Company's Subsidiaries and Associates in Form AOC-1 is annexed to and forms a part of the Financial Statement. The Statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement, Audited Accounts of all the Subsidiaries and other documents attached thereto are available on your Company's website www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company for the Financial Year 2024-25, as follows:

Godvet Agrochem Limited (“Godvet”) is a wholly-owned subsidiary of your Company.

During the Financial Year 2024-25, Godvet recorded Profit Before Tax of Rs 1.49 Crore, as compared to Profit Before Tax of Rs 1.41 Crore in the previous Financial Year 2023-24.

Astec LifeSciences Limited (“Astec”) manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 17 countries. During the Financial Year 2024-25, Astec recorded Consolidated Total Income of Rs 386.93 Crore as compared to Rs 463.82 Crore in the previous Financial Year 202324. For the Financial Year under review, Astec reported a Loss Before Tax of (' 140.99) Crore as compared to a Loss Before Tax of (' 61.74) Crore in the previous year. Decline in total income and profitability in Financial Year 2024-25 was attributable to volume headwinds and price corrections in both Enterprise and Contract Manufacturing portfolios, which was on account of several factors such as high inventories, de-stocking strategies and demand-supply imbalance.

The Shareholding of the Company in Astec as on March 31,2025, was 64.75% of the total Paid-up Equity Share Capital of Astec.

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2024-25:

During the Financial Year 2024-25, Behram Chemicals Private Limited (“Behram”) reported a Profit Before Tax of Rs 0.16 Crore, as compared to Profit Before Tax of Rs 0.15 Crore during the previous Financial Year 2023-24.

The shareholding of Astec in Behram as on March 31, 2025 was 65.63% of the total Paid-up Equity Share Capital of Behram.

During the Financial Year 2024-25, Comercializadora Agricola Agroastrachem Cia Ltda (“Comercializadora”), reported Nil Profit / Loss Before Tax as compared to Nil Profit / Loss Before Tax during the previous Financial Year 2023-24.

Comercializadora is a wholly-owned subsidiary of Astec.

Creamline Dairy Products Limited (“CDPL”) is one of the leading private dairy companies in Southern India and its products are sold under the brand name ‘Godrej Jersey'.

During the Financial Year 2024-25, CDPL has recorded a Profit Before Tax of Rs 27.85 Crore as compared to a Profit Before Tax of Rs 10.73 in the previous Financial Year.

The shareholding of your Company in CDPL as on March 31,2025 was 62.53% of the total Paid-up Equity Share Capital of CDPL.

During the Financial Year 2024-25, the Company has increased its equity stake in CDPL from 51.91% to 62.53%, pursuant to the resolution passed by the Board of Directors at its Meeting held on March 11, 2025. CDPL is also an Unlisted Material Subsidiary of your Company as on March 31,2025, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Godrej Foods Limited (“GFL”) (formerly known as “Godrej Tyson Foods Limited”) is engaged in the manufacturing of processed poultry and vegetarian products through its brands ‘Real Good Chicken' and ‘Yummiez'. GFL is also engaged in the sale of live birds in the market.

During the Financial Year 2024-25, GFL has recorded a Profit Before Exceptional Items & Tax of Rs 26.18 Crore vis-a-vis Rs 49.87 Crore in the previous Financial Year 2023-24.

During the Financial Year 2024-25, your Company has increased its equity stake in GFL from 51% to 100%, pursuant to the Share Purchase Agreement entered into by the Company with Tyson India Holdings Ltd. (“Seller”) for purchase / acquisition of 97,461 Equity Shares (i.e., balance 49% of Equity Share Capital) of GFL. Consequently, GFL has become wholly-owned subsidiary of your Company.

Godrej Cattle Genetics Private Limited (“GCGPL”) is a wholly-owned subsidiary of your Company.

GCGPL 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.

During the Financial Year 2024-25, GCGPL has reported a Loss Before Tax of (' 8.62 Crore), as compared to a Loss Before Tax of (' 5.35 Crore) in the previous Financial Year 2023-24.

ACI Godrej Agrovet Private Limited (“ACI GAVPL”) recorded Revenue of Rs 1,623.31 Crore during the Financial Year 202425, as compared to Rs 1,954.02 Crore during the Financial Year 2023-24.

The shareholding of your Company in ACI GAVPL as on March 31,2025, was 50% of the total Paid-up Equity Share Capital of ACI GAVPL.

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2024-25, your Company has increased its Commercial Paper Programme from Rs 1,000 Crore (Rupees One Thousand Crore Only) to Rs 1,200 Crore (Rupees One Thousand and Two Hundred Crore Only) and obtained a dual credit rating for the same, as follows:

1) Credit Rating by ICRA Limited: “ICRA A1+” (pronounced as ‘ICRA A one plus' rating); and

2) Credit Rating by CRISIL: “CRISIL A1+” (pronounced as ‘CRISIL A one plus' rating).

Moreover, your Company continues to enjoy long term rating of “ICRA AA'' (pronounced as ‘ICRA double A' for its Rs 23.25 Crore Bank limits / facilities and short-term rating of “ICRA A1+” (pronounced as ‘ICRA A one plus' rating) for its Rs 620.20 Crore Bank limits / facilities.

Your Company is committed to using technology for driving growth across businesses by enhancing visibility, improving productivity and stakeholder engagement.

During the Financial Year 2024-25, your Company has made significant strides in enhancing its information systems and digital initiatives. Your Company remains dedicated to enhancing sales, productivity and optimizing customer service across all business units. Stakeholder engagement programmes such as web, mobile based customer applications, chatbot were introduced. Robotic Process Automation (RPA) is driving operational efficiency for a future-ready, resilient organization.

Various IoT based solutions initiated such as Smart Factory & Machine Health Monitoring (MHM), real time tracking for Overall Equipment Effectiveness (OEE) measurement to enhance visibility and productivity of plant and logistics operations.

Data & Analytics Centre of Excellence (CoE) has started generating actionable insights across sales, procurement, manufacturing and supply chain. Your Company has also started leveraging advanced technologies such as image recognition, aerial imagery and artificial intelligence.

Your Company has prioritized cybersecurity by implementing zero trust architecture to safeguard data integrity and privacy with stringent policy monitoring.

Your Company has several manufacturing facilities across the country, including but not limited to the following:

Sachin (Surat, Gujarat), Sarsa (Anand, Gujarat), Khanna (Ludhiana - Punjab), Ikolaha (Ludhiana, Punjab), Kharagpur (West Bengal), Khurda (Orissa), Chandauli (Uttar Pradesh), Unnao (Uttar Pradesh), Hajipur (Bihar), Erode (Tamil Nadu), Tumkur (Karnataka), Bundi (Rajasthan), Medchal (Telangana), Miraj (Sangli - Maharashtra), Nashik (Maharashtra), Dhule (Maharashtra)

Kondapally (Andhra Pradesh), Hanuman Junction (Andhra Pradesh), Barabanki (Uttar Pradesh)

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Chintalapudi (Andhra Pradesh), Seethanagaram (West Godavari District, Andhra Pradesh), Ch. Pothepalli (West Godavari District, Andhra Pradesh), Varanavasi (Ariyalur, Tamil Nadu), Kolasib (Mizoram), Valpoi (Sattari, Goa)

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. Your Company also continued to focus on manpower productivity and efficiency during the Financial Year under review and hence drives various learning and development interventions in this regard, in line with the organizational objectives. Your Company is also committed to foster employee engagement and connect, while maintaining a safe and healthy workplace. Your Company has several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2024-25 to which the Financial Statements relate and the date of the Directors' Report (i.e., from April 1,2024 upto April 30, 2025). The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports upto the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements.

8. DIVIDEND:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2024-25 at the rate of 110% (One Hundred and Ten per cent), i.e., Rs 11/- (Rupees Eleven Only) per Equity Share of Face Value of Rs 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing Thirty-Fourth Annual General Meeting (“34th AGM”).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Thursday, July 31,2025 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2022, mandates that dividends paid or distributed by a Company after April 1,2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 34th AGM, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2024-25 is in accordance with the Company's Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is available on the website of the Company and can be accessed on the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies .

The Company had declared a Final Dividend at the rate of 100% (One Hundred per cent), i.e., Rs 10/- (Rupees Ten Only) per Equity Share of Face Value of Rs 10/- (Rupees Ten Only) each, at its Thirty-Third Annual General Meeting (“33rd AGM”) held on August 1, 2024 for the Financial Year 2023-24, aggregating to Rs 192,26,06,880/- (Rupees One Hundred and Nine Two Crore Twenty-Six Lakh Six Thousand Eight Hundred and Eighty Only).

As on March 31,2025, Rs 192,23,66,380.50/- (Rupees One Hundred and Ninety Two Crore Twenty-Three Lakh Sixty-Six Thousand Three Hundred and Eighty and Paise Fifty Only) was paid and Rs 2,19,210/- (Rupees Two Lakh Nineteen Thousand Two Hundred and Ten Only) were lying in the Unpaid Dividend Account for the said Financial Year 2023-24.

The Final Dividend declared and paid by the Company for the Financial Year 2023-24 was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company's Dividend Distribution Policy.

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2024-25.

10. SHARE CAPITAL:

Your Company's Equity Share Capital position as at the beginning of the Financial Year 2024-25 (i.e., as on April 1, 2024) and as at the end of the said Financial Year (i.e., as on March 31, 2025) were as follows:

During the Financial Year 2024-25, your Company has allotted 55,485 (Fifty-Five Thousand Four Hundred and Eighty-Five) Equity Shares of Face Value of Rs 10/- (Rupees Ten Only) each under Godrej Agrovet Limited - Employees Stock Grant Scheme 2018 (“ESGS 2018”), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 55,485 (Fifty-Five Thousand Four Hundred and Eighty-Five) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors it administers, Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 (“ESGS 2018”), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company www.godreiagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2024-25.

Your Company has received an Annual Certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that, during the Financial Year 2024-25, ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Shareholders. Any request for inspection of the said Certificate may please be sent to gavlinvestors@godreiagrovet.com.

The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been made available on the website of the Company, viz., www.godreiagrovet.com.

12. DEPOSITS:

Your Company has not accepted any 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 2024-25.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

Your Company continues to be a Subsidiary of Godrej Industries Limited (“GIL”), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2025, the shareholding of GIL in your Company was 12,47,14,957 (Twelve Crore Forty-Seven Lakh Fourteen Thousand Nine Hundred and Fifty-Seven) Equity Shares of Face Value of Rs 10/- (Rupees Ten Only) each, aggregating to 64.87% of the Paid-up Equity Share Capital of the Company. GlL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

During the Financial Year 2024-25, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2024-25:

A wholly-owned Subsidiary of your Company throughout the Financial Year 2024-25.

A Subsidiary of your Company throughout the Financial Year 2024-25, in which your Company holds 64.75% of the Equity Share Capital as on March 31, 2025.

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2024-25, in which Astec LifeSciences Limited holds 65.63% of the Equity Share Capital as on March 31, 2025.

A wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2024-25.

A Subsidiary of your Company throughout the Financial Year 2024-25, in which your Company holds 62.53% as on March 31, 2025.

During the Financial Year 2024-25, the Company has increased its equity stake in CDPL from 51.91% to 62.53%, pursuant to the resolution passed by the Board of Directors at its Meeting held on March 11,2025.

CDPL is also an Unlisted Material Subsidiary of your Company as on March 31, 2025, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A wholly-owned Subsidiary of your Company as on March 31, 2025.

During the Financial Year 2024-25, your Company increased its equity stake in Godrej Foods Limited from 51% to 100%, pursuant to the Share Purchase Agreement entered into by the Company with Tyson India Holdings Ltd. (“Seller”) for purchase / acquisition of 97,461 Equity Shares (i.e. 49% of Equity Share Capital) of Godrej Foods Limited. Consequently, GFL has become wholly owned subsidiary of your Company.

GFL is also an Unlisted Material Subsidiary of your Company as on March 31, 2025, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A wholly-owned Subsidiary of your Company throughout the Financial Year 2024-25.

During the Financial Year 2024-25, no company has become or ceased to be a Joint Venture (JV) company of your Company.

Your Company holds 50% of the Paid-up Equity Share Capital in ACI Godrej Agrovet Private Limited (“ACI GAVPL”) (a body corporate incorporated in and under the laws of Bangladesh), while the remaining 50% of the Paid-up Equity Share Capital in ACI GAVPL is held by Advanced Chemical Industries (ACI) Limited, Bangladesh, pursuant to a Joint Venture arrangement.

During the Financial Year 2024-25, no Company has become or ceased to be an Associate Company of your Company.

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2024-25, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2024-25.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2024-25, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2024-25, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2024-25 has been placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports.

The Board of Directors of your Company comprises the following Directors, as on March 31,2025:

The following changes have taken place in the constitution of the Board of Directors of your Company during the Financial Year 2024-25 and till the date of this Report:

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2024-25.

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2024-25:

1. Mr. Balram S. Yadav - Managing Director;

2. Mr. Burjis Godrej - Executive Director;

3. Mr. S. Varadaraj - Chief Financial Officer & Head - Finance & Legal;

4. Mr. Vivek Raizada - Head - Legal & Company Secretary & Compliance Officer.

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Board of the Directors of your Company has formulated a Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company has been made available on website of the Company at https://www. godreiagrovet.com/sustainabilitv/codes-and-policies.

As on March 31,2025, the following Directors on your Company's Board were Independent Directors:

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on April 30, 2025.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company's website at https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

The abovementioned criteria are also reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company's business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising his / her duties;

iii. exercise his / her responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to his / her professional obligations for informed and balanced decision making;

v. not allowing any extraneous considerations that will vitiate his / her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board of Directors in its decision-making;

vi. not abuse his / her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

vii. refrain from any action that would lead to loss of his / her independence;

viii. where circumstances arise which make an Independent Director lose his / her independence, the Independent Director must immediately inform the Board accordingly;

ix. assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 (as may be amended from time to time) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2024-25 are available on the website of the Company and can be accessed through the web-link https://www.godreiagrovet.com/investors/compliance.

During the Financial Year 2024-25, no person has been appointed as an Independent Director of the Company, as there was no statutory requirement.

All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs, Manesar (“IICA”) and have their name included in the ‘Independent Directors Data Bank' maintained by the IICA.

The status of Proficiency Test of the Independent Directors conducted by IICA are as follows:

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance, in order to enable them to 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 all the Directors or by passing a Resolution through Circulation.

There were 6 (Six) Meetings of the Board of Directors held during the Financial Year 2024-25, (i.e., May 8, 2024, August 1,2024, October 29, 2024, January 31, 2025, February 11,2025 and March 11, 2025). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

The maximum gap between any two consecutive Board Meetings did not exceed 120 (One Hundred and Twenty) days.

Pursuant to the provisions of Section 177(1) 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 to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2025:

There were 5 (Five) Meetings of the Audit Committee held during the Financial Year 2024-25, (i.e., on May 8, 2024, August 1, 2024, October 29, 2024, January 31, 2025 and March 11,2025).

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. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2024-25, all the recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended all the Meetings of the Audit Committee held during the Financial Year 2024-25.

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors as on March 31,2025:

There were 2 (Two) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2024-25 (i.e., on May 8, 2024 and February 11,2025).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Nomination and Remuneration Committee. He has attended the Meeting of the Nomination and Remuneration Committee held during the Financial Year 2024-25.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders' Relationship Committee of the Board of Directors, comprising of the following Directors as on March 31, 2025:

There was 1 (One) Meeting of the Stakeholders' Relationship Committee held during the Financial Year 2024-25 (i.e., on October 29, 2024).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Stakeholders' Relationship Committee. He has attended the Meeting of the Stakeholders' Relationship Committee held during the Financial Year 2024-25.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors as on March 31, 2025:

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2024-25 (i.e., on May 8, 2024 and October 29, 2024).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the CSR Committee. He has attended the Meetings of the CSR Committee held during the Financial Year 2024-25.

Your Company is committed to the Godrej Group's ‘Good & Green' vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group's Good & Green goals and have helped us 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 your Company's website and can be accessed through the web-link https://www. godreiagrovet.com/sustainabilitv/codes-and-policies.

During the Financial Year 2024-25, your Company was required to spend Rs 704.69 Lakh (Offset of excess CSR spend for the previous Financial Year 2023-24'78.19 Lakh from the mandatory 2% of Average Net Profits of last 3 (three) Financial Years Rs 782.88 Lakh) towards CSR Activities in terms of the mandatory provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, while the actual CSR spending for the year was Rs 682.97 Lakh. The unspent CSR amount of Rs 21.71 Lakh has been transferred to Godrej Agrovet Limited - Unspent CSR Funds Account for the Financial Year 2024-25 and is attributable to ongoing projects which will be completed by the Company in due course.

The Annual Report on CSR Activities of your Company for the Financial Year 2024-25 is annexed as “Annexure - A”.

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Directors as on March 31, 2025:

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2024-25 (i.e., on July 10, 2024 & January 31, 2025).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

Your Company endeavors to become aware of different kinds of business risks and bring together elements of best practices for risk management in relation to existing and emerging risks. Rather than eliminating or avoiding these risks, the decision-making process at your Company considers it appropriate to take fair and reasonable risk which also enables your Company to effectively leverage market opportunities.

The Board determines the fair and reasonable extent of principal risks that your Company is willing to take to achieve its strategic objectives. With the support of the Audit Committee, it carries out a review of the effectiveness of your Company's risk management process covering all material risks.

Your Company has substantial operations spread almost all over the country and its competitive position is influenced by the economic, regulatory and political situations and actions of the competitors.

The Company has developed and implemented a Risk Management Policy and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.

Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as production, insurance, legal and other issues like health, safety and environment.

32. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Directors as on March 31,2025:

The Managing Committee met 9 (Nine) times during the Financial Year 2024-25, (i.e., on April 23, 2024, May 8, 2024, June 17, 2024, August 1,2024, September 3, 2024, October 29, 2024, November 29, 2024, January 31, 2025 and March 11,2025).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2024-25, i.e., on May 8, 2024, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

The Meetings of the Independent Directors were conducted without the presence of the Chairman, Managing Director, Non-Executive Directors, Chief Financial Officer and the Company Secretary & Compliance Officer of the Company.

34. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy (“Policy”) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company's Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies. Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ‘Whistle Blowing Officer' and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy. To support its people to overcome their ethical dilemmas and raise an ethical concern freely “Speak-up” was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors, distributors and consultants to easily raise their ethical concerns in any of the following ways:

• Dial the hotline number

• Write to the Ethics E-mail id

• Log on to the web portal

• Chat Bot

• Reach out to the Whistle Blowing Officer

While raising a concern, the person can choose to remain anonymous. “Speak-up” ensures to maintain confidentiality for genuine concerns.

The Audit Committee reviews reports made under this Policy and implements corrective actions, wherever necessary.

35. PERFORMANCE EVALUATION:

The Board of Directors of your Company has carried out an Annual Performance Evaluation of its own, the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Board as a whole, the Chairman of the Board and Non-Independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The confidential online questionnaire was responded to by the Directors and vital feedback was received from them on how the Board currently operates and ways and means to enhance its effectiveness.

The Board of Directors has expressed its satisfaction with the entire evaluation process.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE:

Your Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation.

The Board of Directors of your Company has constituted Internal Complaints Committees (“ICC”) at Head Office as well as regional levels, pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has complied with the provisions relating to the constitution of ICCs under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31, 2025:

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace (“POSH Policy”) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 3 (three) complaint(s) under the POSH Policy during the Financial Year 2024-25 which has been resolved as on March 31,2025.

37. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2024-25 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

38. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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 and investments by your Company under the aforesaid provisions during the Financial Year 2024-25, have been provided in the Notes to the Financial Statement.

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

During the Financial Year 2024-25:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons who may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 56 of the Standalone Financial Statements, forming part of the Annual Report.

All the Related Party Transactions entered into by your Company during the Financial Year 2024-25, were on arm's length basis and in the ordinary course of business.

40. FRAUD REPORTING:

During the Financial Year 2024-25, 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.

41. INTERNAL FINANCIAL CONTROLS:

Your Company is committed to constantly improving the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security on its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of your Company commensurate with the size, scale and complexity of business operations of your Company.

The Company has a proper system of internal controls to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

Your Company's Corporate Audit & Assurance Department, issues well-documented operating procedures and authorities, with adequate in-built controls at the beginning of any activity and during the continuation of the process, if there is a major change.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

42. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER / PROMOTER GROUP:

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm's length basis, entered into with an intent to further the Company's interests.

43. DIRECTORS' RESPONSIBILITY STATEMENT:

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, to the best of their knowledge and ability, confirm that:

a) in the preparation of the Annual Accounts for the Financial Year ended March 31,2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them 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., as on March 31,2025) and of the profit and loss of the Company for that period (i.e., the Financial Year 2024-25);

c) they 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 and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

44. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a detailed report on Corporate Governance forms a part of the Annual Report.

M/s. BNP & Associates, Practicing Company Secretaries, who are also the “Secretarial Auditors” of your Company, have certified your Company's compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

45. STATUTORY AUDITORS:

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 had recommended to the Shareholders the re-appointment of BSR & Co. LLP, Chartered Accountants, as the “Statutory Auditors” of the Company, for a second term of 5 (Five) years, to hold office from the conclusion of the Thirty First Annual General Meeting (“31st AGM”) till the conclusion of the Thirty Sixth Annual General Meeting (“36th AGM”).

The Shareholders of the Company at their 31st AGM held on July 29, 2022 had approved the re-appointment of BSR & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) as the “Statutory Auditors” of the Company, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, to hold office for a second term of 5 (Five) years, i.e., from the conclusion of the 31st AGM, till the conclusion of the 36th AGM.

46. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) were appointed by the Board of Directors at its Meeting held on May 8, 2024, as the “Cost Auditors” of the Company for the Financial Year 2024-25, 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. The Shareholders of the Company at their Thirty-Third Annual General Meeting (“33rd AGM”) held on August 1, 2024, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2024-25, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai have been re-appointed by the Board of Directors, at its Meeting held on April 30, 2025, as the “Cost Auditors” of the Company for the Financial Year 2025-26, 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. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing Thirty-Fourth Annual General Meeting (34th AGM), in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

47. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, at its Meeting held on May 8, 2024, had appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2024-25, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2024-25 is annexed as “Annexure - B” to this Board's Report.

The Board of Directors of your Company, at its Meeting held on April 30, 2025, has approved the appointment of M/s. M/s. BNP & Associates, Company Secretaries (Firm Registration No.: P2014MH037400), who have provided their consent and confirmed their eligibility to act as the “Secretarial Auditors” of the Company to conduct the Secretarial Audit for a period of 5 (Five) consecutive Financial Years, commencing from the Financial Year 2025-26 upto the Financial Year 2029-30, pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024. The Shareholders are requested to ratify and approve the aforementioned appointment of the Statutory Auditors at their ensuing 34th AGM.

48. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY(IES):

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2024-25 of Creamline Dairy Products Limited (“CDPL”) and Godrej Foods Limited (“GFL”) (formerly known as “Godrej Tyson Foods Limited”), Unlisted Material Subsidiaries of your Company, are annexed as “Annexure - C” and “Annexure - D” respectively, to this Board's Report.

49. RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS, THE SECRETARIAL AUDITORS AND THE COST AUDITORS:

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors' Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2024-25.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2024-25.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2023-24, which was received and noted during the Financial Year 2024-25. The Cost Audit Report for the Financial Year 2024-25 will be received by the Board of Directors of the Company in due course.

50. LISTING FEES:

Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), the Stock Exchange where its securities are listed.

51. DEPOSITORY SYSTEM:

Your Company's Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE850D01014.

52. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company's success and growth.

53. 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 given in the “Annexure - E” to this Directors' Report.

54. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company's website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies. pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

The key policies that have been adopted by your Company are as follows:

55. SECRETARIAL STANDARDS:

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

56. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2024-25, in accordance with the Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR seeks disclosures from listed entities on their performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.

Further, SEBI vide its Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, has introduced BRSR Core for assurance by the listed entities and disclosures and assurance for the value chain of listed entities, as per the BRSR Core. The BRSR Core is a sub-set of the BRSR, consisting of a set of Key Performance Indicators (KPIs) / metrics under 9 ESG attributes. Keeping in view the relevance to the Indian / Emerging market context, few new KPIs have been identified for assurance. Also, for better global comparability intensity ratios based on revenue adjusted for Purchasing Power Parity (PPP) have been included. The disclosure for value chain and in BRSR Core and reasonable assurance will be applicable in a phase manner and on the basis of market capitalization of the listed entity. Your Company has prepared BRSR Report for the Financial Year 2024-25 and the same forms part of this Annual Report.

57. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2024-25 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(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure - F” to this Report.

58. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing Thirty-Fourth Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at gavlinvestors@godreiagrovet.com.

59. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Financial Statements. The Notes to the Financial Statements referred to the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statement of your Company forms part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries.

The Audited Annual Financial Statements and related information of the Company's Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at gavlinvestors@godreiagrovet.com.

The Subsidiary Companies' Financial Statements are also available on the Company's website https://www.godreiagrovet.com/investors/ annual-reports, pursuant to the provisions of Section 136 of the Companies Act, 2013.

60. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund established by the Central Government (“IEPF Authority”), upon completion of 7 (Seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF Authority till the date of this Report.

61. Re-classification of certain Members of Promoter Group as “Public category Shareholders” pursuant to Family Settlement Agreement and a Brand & Non-Compete Agreement

During the Financial Year 2024-25, the Company was informed by way of a family letter dated April 30, 2024, issued jointly by Mr. Adi Godrej (ABG), Mr. Nadir Godrej (NBG), Mrs. Smita Vijay Crishna (SvC) and Mr. Jamshyd Godrej (JNG) that the Godrej Family Members had entered into a Family Settlement Agreement and a brand & non-compete agreement on April 30, 2024. The Company was not a party to these agreements.

The settlement contemplated a realignment of inter alia the shareholding of Godrej Industries Limited, which is the holding company of the Company, subject to applicable regulatory approvals. On July 18, 2024, the Company received the intimation from Godrej Family Members that the realignment pursuant to the said Family Settlement Agreement was completed. Accordingly, pursuant to the realignment, the management and control of the Company continues to be with the ABG / NBG family, and the JNG / SVC family are not involved in the management and operations of the Company. Also, no members of the JNG / SVC Family are Directors on the Board of Directors of the Company, and they have been reclassified as ‘public' category shareholders in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

62. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2024-25, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report.

63. CAUTIONARY STATEMENT:

Statements in the Directors' Report and the Management Discussion and Analysis Report describing the Company's objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company's operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

64. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.