grasim industries ltd Directors report

. Issued, subscribed and paid-up capital of the Company stood at Rs. 1,316,864,252 comprising of 658,432,126 Equity Shares of Rs. 2 each fully paid up as at 31^st March 2023.

During the year, your Company allotted 1,36,700 equity shares of Rs. 2 each pursuant to the exercise of Stock Options in terms of the Employees Stock Option Schemes of your Company.

GLOBAL DEPOSITARY RECEIPTS (GDRs)

During the year, the Company had amended the GDRs Deposit Agreements effective from 26^th April 2023. In terms of the said amendment, the Companys GDR holders will be able to exercise the voting rights in the equity shares underlying the GDRs held by them, by way of providing instructions to the Depositary in terms of the Deposit Agreements and applicable laws.

PURCHASE OFTREASURY SHARES

During the year, Grasim Employees Welfare Trust (Trust) acquired 6,34,509 equity shares of your Company from the secondary market. As per Ind AS, purchase of own equity shares are treated as treasury shares. The Trust constituted in terms of the Companys Employee Stock Option Scheme 2018 (ESOS 2018) holds 19,95,127 equity shares of your Company as on 31^st March 2023 for transfer to the eligible employees under ESOS 2018.

DEPOSITS

During the year, your Company has not accepted or renewed any deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, and, as such, no amount of principal or interest was outstanding, as on the date of the Balance Sheet.

ISSUE OF NON-CONVERTIBLE DEBENTURES

During the year, your Company has issued 20,000 fully paid-up, Unsecured, Listed, Rated, Redeemable, Non-Convertible Debentures of face value of Rs. 1,000,000 each aggregating to Rs. 2,000 crore, at par, on private placement basis.

Your Company has redeemed 10,000 fully paid-up, Unsecured, Listed, Rated, Redeemable, Non-Convertible Debentures of face value of Rs. 1,000,000 each aggregating to Rs. 1,000 crore during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, disclosures relating to loans and investments as on 31^st March 2023 are given in the Notes to the Financial Statements. During the year, there are no guarantees issued or securities provided by your Company in terms of Section 186 of the Act read with the Rules issued thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year, as stipulated under the Listing Regulations, is presented in a separate section and forms an integral part of this Annual Report.

CORPORATE GOVERNANCE

Your Directors re-affirm their continued commitment to the best practices of Corporate Governance. Corporate Governance principles form an integral part of the core values of your Company. Your Company was compliant with the provisions relating to Corporate Governance.

The Corporate Governance Report for the year, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section, and forms an integral part of this Annual Report. A certificate from the Statutory Auditors on its compliance is given in Annexure B to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Re-appointment of Directors

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kumar Mangalam Birla and Dr. Santrupt Misra, Non-executive Directors of your Company, are liable to retire by rotation at the ensuing AGM and, being eligible, have offered themselves for re-appointment. Brief profiles of Mr. Kumar Mangalam Birla and Dr. Santrupt Misra are provided in the Corporate Governance Report and Notice of AGM.

The Board of Directors:

• Appointed Ms. Ananyashree Birla (DIN: 06625036) and Mr. Aryaman Vikram Birla (DIN: 08456879) as Additional Directors (Non-executive Directors) of the Company, liable to retire by rotation, with effect from 6^th February 2023. The members of the Company have approved their appointment as Non-executive Directors of the Company through Postal Ballot on 21^st March 2023.

• Appointed Mr. Yazdi Piroj Dandiwala (DIN: 01055000) as an Additional Director (Independent Director) of the Company, not liable to retire by rotation, with effect from 6^th February 2023. The members of the Company have approved his appointment as an Independent Director of the Company, through Postal Ballot on 21^st March 2023.

• Re-appointed Mr. Harikrishna Agarwal (DIN: 09288720) as the Managing Director and Key Managerial Personnel of the Company, in terms of the provisions of the Act for a period of 2 years with effect from 1^st December 2023 up to 30^th November 2025, subject to the approval of the members of the Company.

• Mr. Shailendra Kumar Jain (DIN: 00022454) has stepped down

as a Non-executive Director of the Company with effect from 1^st February 2023, due to advancing age and need to devote time for family affairs including succession planning and pursue personal interest. There was no other material reason for his resignation except as stated.

The Board of Directors placed on record its sincere appreciation for the valuable contribution and services rendered by Mr. Shailendra Kumar Jain during his tenure with

the Company.

There is no pecuniary or business relationship between the Nonexecutive Directors and the Company, except for the sitting fees and commission payable to the Non-executive Directors, in accordance with the applicable laws and approval of the shareholders of the Company.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Act, Mr. Harikrishna Agarwal, Managing Director, Mr. Pavan Kumar Jain, Chief Financial Officer (CFO) and Mr. Sailesh Kumar Daga, Company Secretary are the Key Managerial Personnel (KMP) of the Company as on 31^st March 2023.

Mr. Pavan Kumar Jain has been appointed as CFO and KMP of the Company with effect from 15^th August 2022 in place of Mr. Ashish Adukia, who was CFO and KMP of the Company up to 14^th August 2022.

MEETINGS OF THE BOARD

The Board of Directors of the Company met 7 (Seven) times during the year to deliberate on various matters. The meetings were held on 24^th May 2022, 16^th June 2022, 19^th July 2022, 12^th August 2022, 14^th November 2022, 6^th February 2023 and 14^th February 2023.

Further details are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of your Company, confirming that:

a) they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations;

b) they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective

of independent judgement and without any external influence; and

c) they have registered their names in the Independent Directors Databank.

Your Companys Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in Corporate Governance, Legal & Compliance, Financial Literacy, General Management, Human Resource Development, Industry Knowledge, Technology, digitisation & innovation, Marketing, Risk Management, Strategic Expertise and Sustainability and they hold highest standards of integrity.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committees, Independent Directors, Non-executive Directors, Executive Director and the Chairman of the Board.

The Nomination and Remuneration Committee ( N RC) of the Board has laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/Non-executive Directors/ Executive Director and the Chairman of your Company.

The performance of Non-independent Directors, the Board, as a whole, and the Committees of the Board has been evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also evaluated the performance of the Chairman of your Company, after taking into account the views of Executive Director and Non-executive Directors. Evaluation as done by the Independent Directors was submitted to the NRC and subsequently to the Board.

Thereafter, the Board at its meeting discussed the performance of the Board, as a whole, its Committees and Individual Directors. The Board expressed satisfaction on the overall functioning of the Board and its Committees. The Board was also satisfied with the contribution of the Directors, in their respective capacities, which reflected the overall engagement of the Individual Directors.

The new Director inducted on the Companys Board attends an orientation programme. The details of the programme for familiarisation of Independent Directors are provided in the Corporate Governance Report, which forms an integral part of this Annual Report and is also available on your Companys website at https://www.grasim.com/Upload/PDF/familiarisation- programme-independent-directors.pdf

DIRECTORS RESPONSIBILITY STATEMENT

The audited accounts for the year are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present your Companys financial condition and results of operations.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

a) i n the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the accounting policies selected have been applied consistently, and judgements and estimates are made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at 31^st March 2023, and of the profit of your Company for the year ended on that date;

c) proper and sufficient care have been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) annual accounts have been prepared on a going concern basis;

e) the Directors have laid down proper internal financial controls, and that such internal financial controls are adequate and were operating effectively; and

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014, is given in Annexure Rs. to this Report.

INTEGRATED REPORT

The Company has published its Integrated Report for the Financial Year 2022-23. This report is prepared in alignment with the Integrated Reporting Framework laid down by the International Integrated Reporting Council and aims at presenting the value creation approach for our stakeholders.

AUDITORS AND AUDIT REPORTS Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) and M/s. KKC & Associates LLP, Chartered Accountants (Registration No. 105146W/W100621) (formerly known as Khimji Kunverji & Co. LLP), were appointed as Joint Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold office till the conclusion of the 79^th AGM and 80^th AGM of the Company, respectively.

The observations made by the Joint Statutory Auditors on the Financial Statements (Standalone and Consolidated) of the Company, in their Report for the financial year ended 31^st March 2023, read with the Notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board of Directors under Section 134(3)(f) of the Act. The Auditors Report does not contain any qualification, reservation, disclaimer or adverse remark.

Cost Auditor

Your Company is required to prepare and maintain the cost accounts and cost records pursuant to Section 148(1) of the Act read with rules made thereunder.

Based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. D. Rs.. Dave & Co., Cost Accountants, Mumbai (Registration No. 000611), as the Cost Auditors to conduct the cost audit of the Company for FY 2023-24 at a remuneration of Rs. 20 lakh plus applicable taxes and reimbursement of out-ofpocket expenses.

The Company has received consent from M/s. D. Rs.. Dave & Co., Cost Accountants, to act as the Cost Auditor of your Company for FY 2023-24, along with the certificate confirming their eligibility.

In accordance with the provisions of Section 148(1) of the Act and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company. Accordingly, an Ordinary Resolution, for ratification of remuneration payable to the Cost Auditor for FY 2023-24, forms part of the Notice of the 76^th AGM of the Company.

Secretarial Auditor

The Secretarial Audit Report, issued by M/s. BNP & Associates, Company Secretaries, Mumbai, for the financial year 2022-23, is given in Annexure D to this Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Compliance Report for the financial year

ended 31^st March 2023, in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing Regulations, is available on the website of the Company at https://www.grasim. com/Upload/PDF/annual-secretarial-compliance-report-fy23- 31!L-march-2023.pdf

Pursuant to the provisions of Section 204 of the Act and Rules made thereunder, M/s. BNP & Associates, Company Secretaries, Mumbai, are appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2023-24.

SECRETARIAL STANDARDS

During the year, your Company is in compliance with the applicable Secretarial Standards specified by the Institute of Company Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

No instances of fraud were reported by the Auditors under Section 143(12) of the Act.

Contracts and Arrangements with Related Parties

During the year, all contracts/arrangements/transactions entered into by your Company with Related Parties were on arms length basis and in the ordinary course of business. There are no material transactions with any Related Party as defined under Section 188 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

In line with the requirements of the Act and amendment to the Listing Regulations, all Related Party Transactions have been approved by the Audit Committee and reviewed by it on a periodic basis. Your Company has formulated a Policy on Related Party Transactions, which is also available on the Companys website at https://www.grasim.com/ upload/pdf/Grasim_policy_on_RPT.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The details of contracts and arrangements with Related Parties of your Company for the financial year ended 31^st March 2023, are given

in Notes to the Standalone Financial Statements, forming part of this Annual Report.

The Board of Directors at its meeting held on 14^th February 2023 has approved entering into material RPTs with Hindalco Industries Limited, a promoter group company for an aggregate value of up to 1,200 crore. As per Listing Regulations, the Company has also sought approval of the Shareholders through Postal Ballot and the same was approved on 21^st March 2023.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company has established a mechanism for directors and employees to report instances and concerns about unethical behaviour, actual or suspected fraud, or violation of your Companys Code of Conduct. It also provides adequate safeguards against the victimisation of employees, who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.

The details of the Vigil Mechanism are also provided in the Corporate Governance Report, which forms an integral part of this Annual Report and the Vigil Mechanism / Whistle-Blower Policy is available on the website of your Company at https://www.grasim. com/Upload/PDF/whistle-blower-policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act and Rules made thereunder, the Board of Directors has a Corporate Social Responsibility (CSR) Committee, which is chaired by Smt. Rajashree Birla. The other Members of the Committee as on 31^st March 2023, are Ms. Anita Ramachandran, Independent Director and Mr. Harikrishna Agarwal, Managing Director. Dr. Pragnya Ram, Group Executive President - CSR is a permanent invitee to the Committee. The Corporate Social Responsibility Policy (CSR Policy), indicating the activities undertaken by your Company, is available on your Companys website at https://www.grasim.com/ upload/pdf/Grasim_CSR_Policy_2013.pdf

Your Company is a caring corporate citizen and lays significant emphasis on development of the host communities around which it operates. Your Company, with this intent, has identified several projects relating to Social Empowerment and Welfare, Rural Development, Sustainable Livelihood, Health Care and Education, during the year, and initiated various activities in neighbouring villages around its plant locations.

During the year, the Company has spent Rs. 54.19 crore, of which H34.16 crore (excluding an amount of Rs. 4.50 crore which remained unspent and classified as ongoing project by the Board and it has been transferred to separate bank account in April 2023) was spent towards obligatory CSR of the Company and an amount of Rs. 20.03 crore was voluntarily spent for CSR activities.

The initiatives undertaken by your Company on CSR activities, during the year, are given in Annexure E to this Report, in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

RISK MANAGEMENT AND SUSTAINABILITY

Your Company has constituted Risk Management and Sustainability Committee (RMSC), which is inter alia, mandated to review the risk management and sustainability plan of your Company. Risk evaluation and management is an ongoing process within the organisation. Your Company has a comprehensive Enterprise Risk Management framework to periodically assess risks in the internal and external environments (including Cyber Security) and incorporate mitigation plans in its business strategy and operation plans. Risks are identified at multiple levels - unit level, business level and corporate level. During the year, the RMSC met twice to review the key risks faced by the Company and steps being taken to mitigate the same.

Based on the aforesaid review, there are no risks, which in the opinion of the Board, threaten the existence of the Company. However, key risks are set out in the Management Discussion and Analysis, which forms part of this Annual Report.

The Risk Management Policy is available on the Companys website at https://www.grasim.com/Upload/PDF/risk-management- policy.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of the Listing Regulations, a separate section on Business Responsibility and Sustainability Report, describing the initiatives taken by your Company from environmental, social and governance perspective, forms an integral part of this Annual Report.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act, and the Rules made thereunder, the Annual Return of your Company as on 31^st March 2023 is available on the Companys website at https://www.grasim. com/Upload/PDF/form-MGT-7-annual-return-fy-22-23.pdf

INTERNALCONTROLS

Your Company has in place adequate internal control systems (including internal financial control system) commensurate with the size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companys operations, safe keeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Companys operations. During the year, no material or serious observation has been received from the Joint Statutory Auditors of your Company, citing inefficiency or inadequacy of such controls.

REMUNERATION POLICY

The Companys remuneration policy is directed towards rewarding the performance based on review of achievements. The remuneration policy is in consonance with the existing industry practice. There has been no change in the policy during the year.

The Remuneration Policy of your Company, as formulated by the Nomination and Remuneration Committee of the Board of Directors, is given in Annexure F to this Report and is also available on your Companys website at https://www.grasim.com/upload/ pdf/ABG-executive-remuneration-philosophy-policy.pdf

STATUTORY COMMITTEES OF THE BOARD Audit Committee

The Audit Committee comprises of Mr. N. Mohan Raj, Chairman, Dr. Thomas M. Connelly Jr., Mr. V. Chandrasekaran and Mr. Harikrishna Agarwal as its members. Majority of the members including Chairman of Audit Committee are Independent Directors. The CFO of your Company is a permanent invitee at the Audit Committee Meetings.

Further details relating to the Audit Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

All the recommendations made by the Audit Committee, during the year, were accepted by the Board of Directors of your Company.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) comprises of Ms. Anita Ramachandran, Chairperson, Mr. Kumar Mangalam Birla, Mr. Adesh Kumar Gupta and Mr. Cyril Shroff as its members. Majority of the members including Chairperson of NRC are Independent Directors.

Further details relating to the NRC are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee comprises of Smt. Rajashree Birla, Chairperson, Ms. Anita Ramachandran and Mr. Harikrishna Agarwal as its members.

Further details relating to the CSR Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Stakeholders Relationship Committee

The Stakeholders¹ Relationship Committee (SRC) comprises of Ms. Anita Ramachandran, Chairperson, Mr. Yazdi Piroj Dandiwala and Mr. Harikrishna Agarwal as its members.

Further details relating to SRC are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Risk Management and Sustainability Committee

The Risk Management and Sustainability Committee (RMSC) comprises of Mr. N. Mohan Raj, Chairman, Dr. Thomas M. Connelly, Jr., Mr. V. Chandrasekaran, Mr. Harikrishna Agarwal, Mr. Kapil Agarwal, Mr. Jayant V. Dhobley and Mr. Rakshit Hargave.

The CFO and Chief Sustainability Officer of your Company are permanent invitees at the RMSC Meetings.

Further details relating to the RMSC are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

RESEARCH AND DEVELOPMENT (R&D)

The R&D projects undertaken by the Company focus on developing and commercialising premium differentiated products, improving our competitive cost position, product quality and environmental sustainability. To support these goals, the businesses are managing a pipeline of projects that are addressing near and mid-term needs, as well as the exploration of future opportunities.

PULP AND VISCOSE STAPLE FIBRE (VSF)

The VSF business of the Company consistently pursues excellence in customer centricity and product quality. Key enablers in this journey are relentless focus on process consistency, operational efficiency and an innovative approach of leveraging new scientific advancements.

One such advancement is Digitalisation that has ushered the Industry 4.0 revolution. We strongly believe that Digitalisation will enable our Business to achieve a step improvement in process capability and reliability. An increasingly connected workforce is now routinely utilising Digital dashboards providing real-time process information and trends. AI/ML based models have been implemented for better control of some of the important and difficult-to-control process variables, e.g., OPU in VSF manufacturing lines, and pulp viscosity and whiteness in the Harihar pulp plant. Several AI/ML based soft sensors e.g. real-time contamination detection/removal, early blade breakage detection in fibre cutters, real-time ball fall viscosity measurement, etc., were

successfully implemented in commercial lines and will contribute towards reducing off-spec generation while increasing process consistency. A computer-vision based spinneret inspection system was implemented at Vilayat and BC Kharach units, and is enabling plants to monitor spinneret quality with high resolution. The R&D team combined fundamental physics models with computational fluid dynamics and in partnership with Kharach and Harihar plants helped in debottlenecking fibre dryers, thereby achieving benefits such as throughput enhancement and reductions in steam and soft finish consumption fibre lines. We are confident that as more Digitalisation work-products are implemented, they will usher a transformational change in our Operations capabilities.

Sustainability continued to be a high priority for us. For a third consecutive year, Birla Cellulose was awarded the highest rating of Dark Green Shirt by the global NGO Canopy, recognising your Businesss Sustainability efforts. In the arena of textile recycling and circularity, significant progress was made in the form of successful commercial runs of Liva Reviva made from 30% textile waste, and the commissioning of a mechanical recycling facility at TRADC. With both chemical as well as mechanical recycling capabilities, your Business has become the established industry front-runner in textile recycling. The fibre production units achieved significant progress in reducing consumption ratios of key raw materials. Backed by innovative optimisation concepts and digitalisation, Birla Cellulose Kharach achieved a ~10% increase in MSFE evaporation efficiency. This allowed the unit to increase the recycling of intermediate streams, thereby reducing raw water usage and effluent generation. While the productivity of assets such as MSFEs is being maximised, it is also important to inculcate new and potentially superior technologies. Birla Cellulose Kharach is collaborating with Memsift Technologies for the pilot testing of the cutting-edge membrane evaporation technology. Once implemented, membrane evaporation can lead to ~30% reduction in evaporation energy compared to MSFEs. The pilot scale prototype is expected to be ready this year, and will be extensively tested at Birla Cellulose Kharach. This would constitute the first ever pilot scale demonstration of this novel technology in the MMCF sector.

The uncertainties emanating from Covid-19 and subsequent supply-chain disruptions brought to sharp focus, the need to develop wood pulp alternatives. Birla Celluloses collaboration with the Australian start-up Nanollose to develop tree-free Excel fibres from food industry waste derived bacterial cellulose has received international recognition The companies jointly won the Cellulose Fibre Innovation of the Year award by Nova Institute, Germany for successful pilot scale demonstration of this innovative technology. This work highlights the power of collaboration for fast-tracking commercial innovation. Birla Cellulose is pursuing collaborative research with several frontline scientific bodies, e.g.

Central Pulp & Paper Research Institute (CPPRI) for Bamboo/Jute pulping, Manmade Textiles Research Association (MANTRA) for developing viscose-based non-wovens. Birla Cellulose acquired advisory board membership of the Renewable Bio-resources Institute (RBI) of the University of Georgia, which helps in gathering early view to promising new de-carbonisation technologies. Similarly, memberships with Fashion-for-Good (FFG) and The Microfibre Consortium (TMC) help the Business stay intimately connected with global recycling innovators as well as regulatory eco-systems.

Amongst the New Products, we are glad to note that the short-cut fibres developed by Birla Cellulose for flushable wipes have met with commercial acceptance, and have now transitioned from under commercialisation to regular manufacture stage. The novel short-cut fibre process was fully developed in-house and is the culmination of innovations in chemistry, process and equipment that made the manufacture possible with minimal changes in plant hardware. Furthermore, this process produces fibres with superior product characteristics compared to established conventional short-cut fibres. Several new fibres were successfully validated at the pilot stage, and are undergoing market-seeding and market validation stages. These include FIR viscose fibre (FIR-VSF) for thermal ware and wellness application, anionic viscose fibre (Liva IntelliColour) that will enable single-bath dyeing with acrylic and cationically dyeable polyester fibres, and viscose fibres for hygiene application (Purocel Ecodry). Such innovative products are not only helping in consolidating the Businesss reputation as an innovation based customer-centric fibre manufacturer but also secured the national level prestigious Golden Peacock Innovation Management Award for 2022.

VISCOSE FILAMENT YARN (VFY)

Your Company has developed a range of new products that are tailored to meet the diverse needs of our customers. Four products have been produced on commercial scale in PSY and CSY with careful consideration of our customers specific needs and preferences.

To expand the range of products offered in SSY, have developed and produced three new products on a commercial scale for different application segment. In addition to product diversification, your Company has been focused on deriving benefits through product improvement. Your Company has also successfully developed microfilament and hybrid yarn in CSY, which has enabled company to create a new market/product segment with enriched fabric (better feel) that meets evolving customer tastes.

CHLOR-ALKALI & CHLORINE DERIVATIVES

Your Companys Research and Development (R&D) efforts stand on the five pillars of - Customers, Innovation, Quality, Sustainability and Profitability. We are focusing efforts on cost optimisation, developing new products after understanding customers latent needs and further enhancing our chlorine derivate portfolio

Water Treatment Business being focus, your Company leveraged its R&D Centre for solving water treatment problems in potable water, some major health problems (removal of fluoride from ground water-jointly with MNIT), working on STP supporting the Namami Gange project, providing water & waste-water treatment solutions to Oil & Gas, Power, Pulp & Paper, rubber pyrolysis, quarries, economical solutions for Effluent Treatment Plants.

We have expanded R&D centre in on the Vilayat Site by inaugurating new plastic application lab spread in 5000 sq ft area by on boarding technical experts and high end equipment to offer greener and sustainable solutions to the plastic manufacturing customers. We have filed 1 patent and got approval for 2 patents in the last 12 months.

Your Companys R&D Centre has been approved by the Dept. of Scientific and Industrial Research (DSIR) and is executing collaborative project with many renowned institutes like CSMCRI, CEPT, DST, NEERI, CIFE, CIBA, CLRI, MNIT, IITs, IICT, NCL, etc. Your Company received NSF/ANSI and Kosher certifications for its operating Units, certifications from FSSAI for food grade calcium chloride products, Eco-Passport by OEKO-TEX for new product range developed for textile industry and EU-REACH / UK-REACH for long chain chlorinated paraffins. You became first company granted by BIS for aluminum chlorohydrate product. R&D Centre published research articles/papers and presentations in the area of Water Treatment and Cleaning solutions at various forums like Finest-50 Global Case Studies - Smart Water & Waste World Magazine, CII-ICPC, Chemcon22, Clean India, Clean Rail solutions and many more.

Your Companys R&D Centre has also collaborated with the Aditya Birla Science and Technology Company Private Limited (ABSTCPL) and the academia in the scientific and technical forums. R&D Centre has also, worked with the Industry to develop multiple coagulants for water treatment with unique specifications like low cost product for CETP, decolourant for coloured effluent, new product for coating and PVC sheets based on long chain chlorinated paraffin for export markets. Your Company is also developing specialty blends (plastics, water treatment, etc.), new formulations for home and personal care FMCG segment and chemicals for pharmaceutical applications.

Various enhancements in production process have also been undertaken by the team to enhance its efficacy and quality of deliverables. Your Company observed an improvement in production in HSBP plant, resolution of issues in Phosphoric Acid plant, modified recipes in PAC liquid production for better product and standardisation of shelf life for all products.

SPECIALITY CHEMICALS (EPOXY POLYMERS & CURING AGENTS)

Your Companys R&D team is leading and driving the Sustainability portfolio through New Product Development in the area of BioBased products, waterless, solvent free, green processes and chemistries, as well as innovation in the area of Recyclability & Circularity of Materials. The teams are also involved in synthesising new molecules and in developing products and applications that drive growth of specialty segment for the business.

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R&D team is working with leading Universities, Institutes and Global experts in building the innovation footprint and speeding up the research to market phase.

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R&D team is engaged in development of various bio-based products. Bio-based and high performing molecules are developed via combination of the Companys formulation expertise and properties brought by new bio-based chemistries. Sustainability is one of key drivers of ABG, which has a long standing commitment to sustainability by using bio-products. Various reactive bio-based epoxy diluents of desired viscosities, Epoxy Equivalent Weight (EEW) and Hydrolyzable chloride (HyCl) content, mono-, di- and multi-functional epoxy building blocks are developed by R&D.

R&D team is involved in application development in epoxy system solutions for composite segment, wind segment, pipes, LPG gas storage tanks, products for electrical and electronic industries, powder coating segment, adhesives products development, in construction segment, water soluble coating solution for can coating applications, developing products for floor coating and construction segments.

INSULATORS

Your Companys R&D efforts focus on innovation, cost optimisation and introduction of new products to meet customer requirements. Developments during the year included the following:

- New products for HVDC (High Voltage Direct Current Transmission) transmission as per the challenging requirements of the end user.

- Optimised design products for 120 kN and 160 kN A/F.

- Performance enhancement by grade selection and optimisation for metal parts.

- Cost Optimisation and Import Substitution by development of alternate suppliers while maintaining our quality standards.

TEXTILES

Your Company is involved in driving innovation, servicing new customers with focus on sustainability and customers emerging needs, and constantly improving its processes.

Your Company has launched:

1. FabroStretch - Comfort Stretch linen range, for tight fit fashion apparels. FabroStretch provides comfort stretch, better recovery and durability.

2. Fabroma- Aroma fragrance linen range, an innovative encapsulated technology-based aroma finish releases fresh aroma upon friction and it is ecofriendly and durable.

Your Company continues to develop blends in both linen and wool with sustainable fibres, such as Silk, Cashmere, Lyocell, Bamboo, etc., we offer organic certified Linen and wool with complete traceability from farm to fashion.

In collaboration with Birla Cellulose, your Company developed Cotton blends with sustainable fibres like Liva Eco, Viscose and Lyocell/Excel fibres.

As a customer centric initiative, your Company has developed wool and wool blends for athleisure/active wear using Super wash technology (First in India).

Your Company is continuously working in collaboration with Aditya Birla Science and Technology Company Private Limited (ABSTCPL) and other vendors to examine feasibility of developing a hemp value chain in India. Your Company is also working with global partners, e.g., CELC, Wool Mark, Trevira, NanoTex etc., and other specialty fibres and chemical suppliers to explore and develop innovative yarns and fabrics.

Thus, the wide span of the R&D activities addresses the present and future needs of the Textile business.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure G to this Report.

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits, set out in the aforesaid rules, forms part of this Report. In line with the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at grasim.secretarial@adityabirla.com.

ESOS-2006

During the year, the SRC of the Board of Directors allotted 4,510 equity shares of Rs. 2 each of the Company to Stock Option Grantees, pursuant to the exercise of the Stock Options under ESOS-2006. During the year, ESOS-2006 has been completed.

ESOS-2013

During the year, the SRC of the Board of Directors allotted 1,32,190 equity shares of Rs. 2 each of the Company to Stock Option Grantees, pursuant to the exercise of the Stock Options under ESOS-2013.

ESOS-2018

During the year, the NRC approved grant of 5,77,185 Stock Options and 1,82,193 Restricted Stock Units (RSUs) to the eligible employees, including Managing Director of the Company, under ESOS-2018. The ESOS-2018 is being administered through the Grasim Employees Welfare Trust (Trust).

1,73,169 equity shares were transferred from the Trust account to the employees account on account of exercise of Stock Options and RSUs by the grantees.

ESOS-2022

Pursuant to the approval of the shareholders at the AGM held on 29^th August 2022, a new scheme viz. Grasim Industries Limited Employee Stock Option and Performance Stock Unit Scheme 2022 (ESOS-2022) has been adopted in terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations). The ESOS-2022 is being administered through the Grasim Employees Welfare Trust (Trust).

During the year, no Stock Options or PSUs were granted under ESOS-2022.

The details of Stock Options granted pursuant to ESOS-2006 and the Stock Options and RSUs granted pursuant to ESOS-2013 and ESOS-2018, and the other disclosures in compliance with the provisions of the SEBI SBEB & SE Regulations, is available on your Companys website at https://www.grasim.com/Upload/PDF/ esos-disclosure-2023.pdf

A certificate from the Secretarial Auditors with respect to implementation of your Companys ESOS, will be available at the ensuing AGM for inspection by the Members.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace. Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), and the Rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. There were 4 (four) complaints received during the year, out of which 2 (two) were outstanding as on 31^st March 2023. The Company is committed to providing a safe and conducive work environment to all its employees and associates.

HUMAN RESOURCES

Your Companys human resource is the strong foundation for creating many possibilities for its business. The efficient operations of manufacturing units, market development and expansion for various products were the highlight of our people effort.

Continuous people development for developing knowledge and skills coupled with the Talent Management practices will deliver the talent needs of the Organisation. Your Companys employee engagement score reflects high engagement and pride in being part of the Organisation.

The Groups Corporate Human Resources plays a critical role in your Companys talent management process.

Annexure B to the Boards Report

Independent Auditors Certificate on Corporate Governance

To the Members of Grasim Industries Limited

We have examined the compliance of conditions of Corporate Governance by Grasim Industries Limited (the Company), for the year ended 31^st March 2023, as per the relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

MANAGEMENTS RESPONSIBILITY

The compliance of the conditions of Corporate Governance is the responsibility of the management. This responsibility includes the design, implementation, and maintenance of internal control procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations.

AUDITORS RESPONSIBILITY

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so

far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements

OPINION

Based on our examination of the relevant records and according to the information and explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For KKC & Associates LLP

Chartered Accountants (formerly Khimji Kunverji & Co LLP)

FRN-105146W/W100621

Gautam Shah

Partner

Membership No.: 117348 ICAI UDIN: 23117348BGSZIR2644

Place: Mumbai Date: 26^th May 2023

Annexure D to the Boards Report