Astec Lifesciences Ltd Directors Report

ASTEC LIFESCIENCES LIMITED

[Corporate Identity Number (CIN): L99999MH1994PLC076236]

For the Financial Year ended 31 st March, 2026

TO THE MEMBERS:

Your Directors have pleasure in presenting this 32 nd (Thirty-Second) Directors Report along with the Audited Financial Statements for the Financial Year ended 31 st March, 2026.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company s financial performance during the Financial Year 2025-26 as compared to that of the previous Financial Year 2024-25 is summarized below: ( in Lakh )

	Standalone		Consolidated
Particulars
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	44,814.56	38,130.35	44,814.56	38,130.35
Other Income	498.87	555.81	507.09	562.87
Total Income	45,313.43	38,686.16	45,321.65	38,693.22
Total Expenses	53,221.19	52,797.98	53,212.23	52,792.14
Profit / (Loss) Before Exceptional Items & Tax	(7,907.76)	(14,111.82)	(7,890.58)	(14,098.92)
Exceptional Items	209.43	-	209.43	-
Profit / (Loss) Before Tax	(8,117.19)	(14,111.82)	(8,100.01)	(14,098.92)
Less: Current Tax	-	-	4.00	3.91
Less: Deferred Tax	(16.31)	(631.00)	(16.39)	(631.66)
Profit/(Loss) After Tax	(8,100.88)	(13,480.82)	(8,087.62)	(13,471.17)
Other Comprehensive Income (Net of Tax)	48.49	16.88	46.17	17.38
Total Comprehensive Income / (Loss)	(8,052.39)	(13,463.94)	(8,041.45)	(13,453.79)
Total Comprehensive Income / (Loss) attributable to:
- Owners of Astec LifeSciences Limited	(8,052.39)	(13,463.94)	(8,045.58)	(13,457.86)
- Non-controlling Interests	N.A.	N.A.	4.13	4.07

(N.A.: Not Applicable)

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES:

Review of Operations / State of Affairs of the Company:

Your Company manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to 19 countries, worldwide.

During the Financial Year (F.Y.) 2025-26, your Company recorded Total Income of 45,321.65 Lakh as compared to 38,693.22 Lakh in the F.Y. 2024-25 on a Consolidated basis and Loss After Tax of (8,087.62) Lakh in the F.Y. 2025-26, as compared to (13,471.17) Lakh in the F.Y. 2024-25 on a Consolidated basis.

There has been no change in the nature of business of your Company during the F.Y. 2025-26.

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

The financial performance of the following 2 (Two) subsidiaries of your Company during the Financial Year 2025-26 is summarized below:

(i) Behram Chemicals Private Limited:

Behram Chemicals Private Limited, a subsidiary of your Company, has given its plot of land at Mahad (Maharashtra) to your Company on leave and license basis.

During the Financial Year ended 31 st March, 2026, Behram Chemicals Private Limited reported Profit After Tax of 12.02 Lakh, as compared to Profit After Taxof 11.85 Lakh during the previous Financial Year 2024-25.

(ii) Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia):

Comercializadora Agricola Agroastrachem Cia Ltda is a foreign subsidiary company, having its Registered Office in Bogota, Colombia and is engaged in the business of obtaining product registrations in conformity with local laws of the said country. This company is yet to start any major commercial activity.

For the year ended 31 st March, 2026, Comercializadora Agricola Agroastrachem Cia Ltda reported Profit/ (Loss) Before Tax of NIL, as compared to Profit/(Loss) Before Tax of NIL reported during the previous year ended 31 st March, 2025.

3. DIVIDEND:

Your Board does not recommend any Final Dividend for the Financial Year 2025-26.

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

4. TRANSFER TO RESERVES:

Your Board does not propose to transfer any amount to reserves during the Financial Year 2025-26.

5. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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 2025-26, if any, have been provided in the Notes to the Financial Statement.

6. FINANCE AND CREDIT RATING:

Your Companycontinuestomanageitstreasuryoperationsefficientlyand has been able to borrow funds for its operations at competitive rates.

Credit Rating in respect of Bank Facilities, Commercial Paper (CP) Programme and Non-Convertible Debentures:

During the Financial Year 2025-26, ICRA Limited has re-affirmed Credit Ratings in respect of 718 Crore of Bank Facilities, 300 Crore of Commercial Paper Programme and 50 Crore of Non-Convertible Debenture Programme, as under: a) Rating of [ICRA] AA- (Negative) (pronounced ICRA double A minus ) for Long Term Fund based-Cash Credit Facilities of 283 Crore; b) Rating of [ICRA] AA- (Negative) (pronounced ICRA double A minus ) for Long Term Fund based-Term Loan Facilities of 100 Crore; c) Rating of [ICRA] A1+ (pronounced ICRA A one plus ) for Short Term Non-Fund based Facilities of 335 Crore; d) Rating of [ICRA] A1+ (pronounced ICRA A one plus ) for Commercial Paper Programme of 300 Crore; e) Rating of [ICRA] AA- (Negative) (pronounced ICRA double A minus ) for Non-Convertible Debenture Programme of

50 Crore.

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of 300 Crore.

During the Financial Year 2025-26, the Company has paid interest amounting to 4.36 Crore on NCDs of 49 Crore.

7. INFORMATION SYSTEMS:

Your Company continues to leverage digital technologies to enhance operational efficiency, visibility and stakeholder engagement.

During the Financial Year 2025–26, your Company focused on strengthening productivity, customer engagement and data-driven decision-making. Platforms such as Customer Relationship Management (CRM) and Complaint Management System (CMS) supported the lead-to-contract lifecycle and improved service responsiveness.

Analytics capabilities were enhanced through dashboards providing visibility into sales performance, enquiry trends, and order execution, enabling informed decision-making. In manufacturing operations, Computerized Maintenance Management Systems (CMMS) have been implemented to improve maintenance tracking, enhance equipment reliability and support operational efficiency.

In Research & Development (R&D), digital tools such as Electronic Lab Notebooks (ELN) have improved data capture and collaboration.

The Company continues to invest in Information Technology (IT) infrastructure, system integration, and cybersecurity to ensure secure and reliable operations.

Through these initiatives, your Company remains committed to leveraging digital and R&D capabilities to drive sustainable growth.

8. SHARE CAPITAL:

The Authorized Equity Share Capital of your Company as on 31 st March, 2026 stood at 25,00,00,000/- (Rupees Twenty-Five Crore Only), comprising of 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Face Value of 10/- (Rupees Ten Only) each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31 st March, 2026 was 22,28,22,380/- (Rupees Twenty-Two Crore Twenty-Eight Lakh Twenty-Two Thousand Three Hundred and Eighty Only) comprising of 2,22,82,238 (Two Crore Twenty-Two Lakh Eighty-Two Thousand Two Hundred and Thirty-Eight) Equity Shares of Face Value of 10/- (Rupees Ten Only) each.

During the Financial Year 2025-26, the Board of Directors of the Company, at its Meeting held on 24 th June, 2025, approved the issuance of Equity Shares by way of a Rights Issue for an amount upto 250 Crore, in accordance with applicable laws and constituted a Rights Issue

Committee to oversee the process. The Company received in-principle approvals from National Stock Exchange of India Limited and BSE

Limited on 27 th June, 2025. Subsequently, the Board of Directors, at its Meeting held on 30 th June, 2025, approved the detailed terms of the Rights Issue, pursuant to which 28,01,673 (Twenty-Eight Lakh One Thousand Six Hundred and Seventy-Three) Rights Equity Shares of Face Value 10/- (Rupees Ten Only) each were offered at a price of 890/- (Rupees Eight Hundred and Ninety Only) per share [including a premium of 880/- (Rupees Eight Hundred and Eighty Only) per share], aggregating to 249.35 Crore (Rupees Two Hundred Forty-Nine Crore and Thirty-Five Lakh Only), in the ratio of 1:7, i.e., 1 (One) Rights Equity Share for every 7 (Seven) fully paid-up Equity Shares held in the Company, to the eligible Shareholders as on the Record Date, i.e., 4 th July, 2025. The Letter of Offer was approved by the Rights Issue Committee at its Meeting held on 2 nd July, 2025, duly filed with the Securities and Exchange and was also dispatched to the eligible Shareholders. The Rights Issue opened on 14 th July, 2025 and closed on 28 th July, 2025. The basis of allotment was finalizedon29 th July, 2025 in consultation with the Designated Stock Exchange, and accordingly, 26,69,951 (Twenty-Six Lakh

Sixty-Nine Thousand Nine Hundred and Fifty-One) Rights Equity Shares were allotted to the successful applicants on the same day. Further, during the Financial Year 2025-26, the Company has allotted: a) 616 (Six Hundred and Sixteen) Equity Shares of Face Value of 10/- (Rupees Ten Only) each, ranking pari passu with the existing Equity Shares, pursuant to exercise of Options at an exercise price of 10/- (Rupees Ten Only) each under the amended Employees Stock Option Plan, 2012 (Amended ESOP 2012); and b) 300 (Three Hundred) Equity Shares of Face Value of 10/- (Rupees Ten Only) each, ranking pari passu with the existing Equity Shares, pursuant to exercise of Options at an exercise price of 34/- (Rupees Thirty-Four Only) each under the original Employees Stock Option Plan, 2012 (Original ESOP 2012).

Further, during the Financial Year under review, the Nomination and Remuneration Committee of the Board of Directors of your Company has granted 1,154 (One Thousand One Hundred and Fifty-Four) Stock Options convertible into 1,154 (One Thousand One Hundred and Fifty-Four)

Equity Shares at an Exercise Price of 10/- (Rupees Ten Only) under the Amended ESOP 2012.

During the Financial Year under review, no stock options were granted and no Equity Shares were allotted pursuant to exercise of any stock options granted under the Employees Stock Option Scheme, 2015 (ESOS 2015).

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2025-26, as stipulated 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.

10. HOLDING COMPANY:

Godrej Agrovet Limited, a listed company (listed on BSE Limited and National Stock Exchange of India Limited), is, inter alia , engaged in the business of Animal Nutrition, Crop Care and Oil Palm and continues to be the Holding Company of your Company. The shareholding of Godrej Agrovet Limited in your Company as on 31 st March, 2026 was 67.03% [i.e., 1,49,35,245 (One Crore Forty-Nine Lakh Thirty-Five Thousand Two Hundred and Forty-Five) Equity Shares of Face Value of 10/- (Rupees Ten Only) each] of the Issued, Subscribed and Paid-up Equity Share

Capital of the Company.

Godrej Agrovet Limited, in turn, is a subsidiary of Godrej Industries Limited, a listed company (listed on BSE Limited and National Stock Exchange of India Limited). Godrej Industries Limited, thus, continues to be the Ultimate Holding Company of your Company.

11. SUBSIDIARY COMPANIES:

Your Company had the following 2 (Two) Subsidiary Companies throughout the Financial Year 2025-26:

(a) Behram Chemicals Private Limited, Maharashtra, India (in which your Company holds 65.63% of the Paid- up Equity Share Capital); and (b) Comercializadora Agricola Agroastrachem Cia Ltda, Bogota, Columbia (in which your Company holds 100% of the Paid-up Equity Share Capital).

A report on the financial position and performance of each of the Subsidiary Companies in Form AOC-1 for the Financial Year 2025-26 forms a part of the Directors Report and is annexed herewith as Annexure A .

12. JOINT VENTURES OR ASSOCIATE COMPANIES:

Your Company did not have any Joint Ventures or Associate Companies during the Financial Year 2025-26.

13. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for the Financial Year 2025-26 are prepared in accordance with the relevant Indian Accounting Standards (Ind AS), i.e., Ind AS - 110 issued by the Institute of Chartered Accountants of India (ICAI) and form part of this Annual Report. Accordingly, the Annual Report of your Company does not contain the Financial Statements of its 2 (Two) Subsidiary Companies, viz., Behram Chemicals Private Limited and Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia).

The Annual Financial Statements and related information of your Companys Subsidiaries will be made available upon request. Also, in accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and Financial Statements of each of the Subsidiaries, are hosted on the Companys website, viz., www.godrejastec.com and can be accessed through the web link https://www.godrejastec.com/investors/annual-reports. These documents will also be available for inspection during all days except Saturdays, Sundays and Public Holidays between 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Company s Registered Office in Mumbai, Maharashtra, subject to restrictions, if any, as may be imposed by the Government(s) and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting and obtaining a copy thereof, such Shareholder may write an e-mail to agm.astec@godrejastec.com.

14. DIRECTORS:

As on 1 st April, 2025, the Board of your Company comprised of optimum mix of 4 (four) Independent Directors and 4 (four) Non-Independent Directors as per the following details: z Independent Directors:

Mr. R. R. Govindan, Mr. Nandkumar Dhekne, Mr. Ganapati Dadasaheb Yadav and Ms. Anjali Gupte. z Non-Independent Directors:

Mr. Nadir B. Godrej (Non-Executive Director), Mr. Burjis N. Godrej (Managing Director), Mr. Ashok Hiremath (Non-Executive Director) and Mr. Balram S. Yadav (Non-Executive Director).

At the 31 st (Thirty-First) Annual General Meeting (AGM) of your Company held on 28 th July, 2025, Mr. Nadir Godrej [Director Identification Number (DIN: 00066195)], Non-Executive & Non-Independent Director, who was liable to retire by rotation, was re-appointed by the

Shareholders.

During the Financial Year 2025-26, Mr. Balram S. Yadav [Director Identification Number (DIN: 00294803)] resigned as a Non-Executive Director of the Company with effect from the close of the business hours on 31 st August, 2025, due to superannuation from employment of Godrej Agrovet Limited, Holding Company.

Mr. Sunil Kataria [Director Identification Number (DIN: 06863609)] was appointed as an Additional, Non-Executive, Non-Independent Director of the Company with effect from 1 st September, 2025, subject to approval of the Shareholders of the Company. His appointment as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation, has been approved by the Shareholders of the Company by way of an Ordinary Resolution passed through a Postal Ballot, the results of which were declared on 7 th November, 2025.

Mr. Nandkumar Dhekne [Director Identification Number (DIN): 02189370] and Ms. Anjali Gupte [Director Identification Number (DIN): 00104884] have been re-appointed as Independent Directors for a second term of 5 (five) years with effect from 18 th December, 2025 upto 17 th December, 2030, by the Shareholders of the Company by way of passing of Special Resolutions through a Postal Ballot, the results of which were declared on 7 th November, 2025.

As on 31 st March, 2026, the Board of your Company comprised of the following 4 (four) Independent Directors and 4 (four) Non-Independent Directors: z Independent Directors:

Mr. R. R. Govindan, Mr. Nandkumar Dhekne, Mr. Ganapati Dadasaheb Yadav and Ms. Anjali Gupte. z Non-Independent Directors:

Mr. Nadir B. Godrej (Non-Executive Director), Mr. Burjis N. Godrej (Managing Director), Mr. Ashok Hiremath (Non-Executive Director) and Mr. Sunil Kataria (Non-Executive Director).

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 Mr. Vikas Chomal, a Company Secretary in Practice certifying that none of the Directors of your Company has been debarred or disqualified by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs(MCA) or by any such statutory authority, from being appointed or continuing as a Director of any company. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2025-26.

The following changes in the Directors of the Company have taken place / effective after 31 st March, 2026: z Mr. Nadir B. Godrej has retired as the Non-Executive Director & Chairman of the Board with effect from the close of business hours on 13 th April, 2026. z Mr. Vishal Sharma has been appointed as Additional, Non-Executive Director & Chairperson of the Board of the Company with effect from the close of business hours on 13 th April, 2026 and his appointment is subject to approval of the Shareholders by way of Postal Ballot. z Mr. Burjis N. Godrej has stepped down as the Managing Director of the Company and has been appointed as an Additional, Non-Executive, Non-Independent Director with effect from the close of business hours on 13 th April, 2026. His appointment is subject to approval of the Shareholders by way of Postal Ballot z Mr. Mathew Eipe has been appointed as Additional, Non-Executive, Independent Director of the Company with effect from 13 th April, 2026 and his appointment is subject to approval of the Shareholders by way of Postal Ballot. z Mr. Arijit Mukherjee has been appointed as Additional Director & Executive Director of the Company for a term of 3 (three) years with effect from 13 th April, 2026, i.e., upto 12 th April, 2029, while continuing to be the Chief Operating Officer of the Company and his appointment is subject to approval of the Shareholders by way of Postal Ballot.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company,

Mr. Ashok V. Hiremath [Director Identification Number (DIN: 00349345)], Non-Executive & Non-Independent Director of the Company, is liable to retire by rotation at the ensuing 32 nd (Thirty-Second) Annual General Meeting (32 nd AGM ),andbeingeligible,hasoffered himself for re-appointment. Appropriate resolution for re-appointment of Mr. Ashok V. Hiremath is being moved at the ensuing 32 nd AGM, which the Board of Directors recommends for your approval.

15. MEETINGS OF THE BOARD OF DIRECTORS:

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 by way of Circulation.

The Board of Directors of your Company met 6 (Six) times during the Financial Year 2025-26 (on 23 rd April, 2025, 24 th June, 2025, 30 th June, 2025, 28 th July, 2025, 29 th October, 2025 and 30 th January, 2026). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings of the Board of Directors was within the limit prescribed under the Companies Act, 2013, i.e., the same was not exceeding 120 (One Hundred and Twenty) days.

16. BOARD EVALUATION:

The Board of Directors has carried out a detailed annual evaluation of the performance of its own, its Committees as well as the Directors individually, including the Chairman. A structured questionnaire was circulated 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 performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The confidential online questionnaire was responded to by all the Directors and vital feedback was received from them on how the Board and its Committees currently function and suggestions to improve their effectiveness.

The process of annual evaluation of Directors performance and the feedback received therefrom has been discussed and noted at the

Meetings of the Independent Directors, the Nomination and Remuneration Committee and the Board of Directors.

The Directors have expressed their overall satisfaction with the performance evaluation process.

17. INDEPENDENT DIRECTORS:

All the Independent Directors of your Company as on 31 st March, 2026, viz., Mr. R. R. Govindan, Mr. Nandkumar Dhekne, Ms. Anjali Gupte and

Dr. Ganapati Dadasaheb Yadav have registered themselves in the databank maintained by the Indian Institute of Corporate Affairs( IICA ), in terms of the provisions of Rule 6 of the Companies (Appointment and Qualificationof Directors) Rules, 2014 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

In terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 dealing with the requirement for Independent Directors to pass Proficiency Test conducted by IICA: z Mr. Nandkumar Vasant Dhekne and Dr. Ganapati Dadasaheb Yadav are exempt from appearing for the Proficiency Test; z Mr. R. R. Govindan and Ms. Anjali Gupte have successfully cleared / completed the Proficiency Test within the mandatory timelines applicable to them.

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) 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 and the same have been taken on record by the Board of Directors after undertaking due assessment of the veracity of the same.

All the Independent Directors of your Company during the Financial Year 2025-26 have duly complied with the Code for Independent

Directors as prescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes attended by the Independent

Directors during the Financial Year 2025-26 are available on the website of your Company, viz., www.godrejastec.com at the web link https://www.godrejastec.com/investors/compliance.

Mr. Mathew Eipe, Independent Director appointed with effect from 13 th April, 2026 is also registered in the databank maintained by IICA and also satisfies the criteria for independence as prescribed under Section 149(6) 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 and the same has been taken on record by the Board of Directors after undertaking due assessment of the veracity of the same. Further, he is exempt from appearing for the Proficiency Test conducted by IICA.

The Board is of the opinion that all the Independent Directors of the Company possess integrity, requisite expertise and experience (including proficiency) to enable them to effectively discharge their duties and responsibilities as Independent Directors of the Company. The criteria fordeterminingqualifications,positiveattributes and independence of Directors is provided in the Nomination and Remuneration

Policy of the Company which is available on your Companys website, viz., www.godrejastec.com at the web link https://www.godrejastec. com/investors/codes-and-policies.

The Independent Directors met once during the Financial Year 2025-26, i.e., on 23 rd April, 2025, 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 Meeting of the Independent Directors was conducted without the presence of the Non-Independent Directors and the members of your Companys Management.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and (5) of the Companies Act, 2013 (the Act), your Directors, to the best of their knowledge and ability, confirm as under: a) that in the preparation of the Annual Accounts for the Financial Year ended 31 st March, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2026 and the profit/ loss of the Company for the Financial Year ended as at that date; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities; d) that the Annual Accounts for the Financial Year ended 31 st March, 2026 have been prepared on a going concern basis; e) the Directors had laid down internal financial controls to be followed adequate and were operating effectively; f) that proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating

19. KEY MANAGERIAL PERSONNEL:

The following were the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, during the Financial Year 2025-26:

1. Mr. Burjis N. Godrej, Managing Director (#)

2. Ms. Mugdha Amol Khare, Chief Financial Officer (upto 6 th March, 2026) (*)

3. Ms. Tejashree Pradhan, Company Secretary & Compliance Officer

(#) Mr. Burjis N. Godrej has stepped down as the Managing Director of the Company and has been appointed as an Additional, Non-Executive,

Non-Independent Director with effect from the close of business hours on 13 th April, 2026. Consequently, he ceases to be categorized as Key Managerial Personnel of the Company on 13 th April, 2026.

(*) Ms. Mugdha Amol Khare, resigned as the Chief Financial Officer of the Company with effect from the close of business hours on6 th March, 2026. Mr. Deepak Ochani has been appointed as the Chief Financial Officer of the Company with effect from 1 st April, 2026.

20. STATUTORY AUDITORS:

B S R & Co. LLP, Chartered Accountants, Mumbai (Firm Registration Number: 101248W/W-100022) are the Statutory Auditors of your Company.

At the 28 th (Twenty-Eighth) Annual General Meeting held on 25 th July, 2022, B S R & Co. LLP have been re-appointed as the Statutory

Auditors of the Company for a second term of 5 (Five) years, to hold office from the conclusion of the 28 th (Twenty-Eighth) Annual General

Meeting till the conclusion of the 33 rd (Thirty-Third) Annual General Meeting (i.e., to conduct the Statutory Audit of the Company from the

Financial Year 2022-23 upto the Financial Year 2026-27), based on the recommendation made by the Audit Committee and the Board of

Directors at their respective Meetings held on 2 nd May, 2022.

B S R & Co. LLP have confirmed that they are eligible to continue to act as the Statutory Auditors of the Company for the Financial Year 2026-27, in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.

21. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. Your Company, accordingly, maintains the required cost accounts and records. During the Financial Year 2025-26, the Cost Audit Report for the Financial Year 2024-25 was duly received and filed with the Ministry of Corporate Affairs and the said Report was an unqualified report.

The Board of Directors of your Company, based on the recommendation of the Audit Committee,

Co., Cost Accountants (Firm Registration No.: 104043 & Proprietor Membership No.: 38637), as the Cost Auditors of the Company for the Financial Year 2025-26, pursuant to Section 148 and other applicable provisions of the Companies Act, 2013 (the Act), the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report for the Financial Year 2025-26 shall be received from the Cost Auditors in due course.

Your Board of Directors, upon recommendation of the Audit Committee, at its Meeting held on 27 th April, 2026, has re-appointed M/s. Tapan Gaitonde & Co., who have conveyed their eligibility and willingness for re-appointment, as the Cost Auditors of your Company for the Financial Year 2026-27 and approval of the Shareholders for ratificationof their remuneration is being sought at the ensuing 32 nd (Thirty-Second) Annual General Meeting of the Company.

22. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. BNP & Associates, Company Secretaries (Firm Registration Number: P2014MH037400), Mumbai are the Secretarial Auditors of the Company.

At the 31 st (Thirty-first) Annual General Meeting of the Company held on 28 th July, 2025, M/s. BNP & Associates, Company Secretaries, have been re-appointed as the Secretarial Auditors for a term of 5 (Five) consecutive years, commencing from the conclusion of the 31 st (Thirty-First) Annual General Meeting till the conclusion of the 36 th (Thirty-Sixth) Annual General Meeting (i.e., to conduct Secretarial Audit of the

Company from the Financial Year 2025-26 upto the Financial Year 2029-30), based on the recommendation made by the Audit Committee and the Board of Directors, at their respective Meetings held on 23 rd April, 2025.

M/s. BNP & Associates have provided a written confirmation that they are eligible to continue to act as the Secretarial Auditors of the Company for the Financial Year 2026-27, in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.

The Secretarial Audit Report issued by M/s. BNP & Associates, Secretarial Auditors for the Financial Year 2025-26, which is an unqualified report, is annexed herewith as Annexure B .

23. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

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

24. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and 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 Audit Committee of the Board of Directors comprising of the following

Members during the Financial Year 2025-26:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. R. R. Govindan	Chairman (Non-Executive, Independent Director)
2.	Mr. Ashok V. Hiremath	Member (Non-Executive, Non-Independent Director)
3.	Ms. Anjali Gupte	Member (Non-Executive, Independent Director)

Audit Committee Meetings were held 5 (Five) times during the Financial Year 2025-26 (on 23 rd April, 2025, 28 th July, 2025, 1 st October, 2025, 29 th October, 2025 and 30 th January, 2026). The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee

Meetings as invitees. The Statutory Auditors and the Internal Auditors, inter alia , present their observations on adequacy of internal financial controls and the steps necessary to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company. The Board has accepted all the recommendations of the Audit Committee during the Financial Year 2025-26. The Company Secretary & Compliance Officer acts as Secretary to the Audit Committee.

25. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and 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 Nomination and Remuneration Committee of the Board of Directors comprising of the following Members during the Financial Year 2025-26:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. R. R. Govindan	Chairman (Non-Executive, Independent Director)
2.	Mr. Balram Singh Yadav (*)	Member (Non-Executive, Non-Independent Director) (Upto 31 st August, 2025)
3.	Mr. Sunil Kataria (#)	Member (Non-Executive, Non-Independent Director) (With effect from 1 st September, 2025)
4.	Ms. Anjali Gupte	Member (Non-Executive, Independent Director)

(*) Mr. Balram Singh Yadav who was a Member of the Nomination and Remuneration Committee, resigned as a Director of the Company with effect from the close of the business hours on 31 st August, 2025 and consequently ceased to be a Member of the Nomination and

Remuneration Committee during the Financial Year 2025-26.

(#) Mr. Sunil Kataria has been appointed as a Member of the Nomination and Remuneration Committee w.e.f. 1 st September, 2025.

Nomination and Remuneration Committee Meeting washeldonceduring the Financial Year 2025- rd April, 2025).

26. CORPORATE SOCIAL RESPONSIBILITY ( CSR ) & CSR COMMITTEE:

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 Corporate Social Responsibility ( CSR ) Committee of the Board of Directors comprising of the following

Members during the Financial Year 2025-26:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. Ashok V. Hiremath	Chairman (Non-Executive, Non-Independent Director)
2.	Mr. Balram Singh Yadav (*)	Member (Non-Executive, Non-Independent Director) (Upto 31 st August, 2025)
3.	Mr. R. R. Govindan	Member (Non-Executive, Independent Director)
4.	Mr. Sunil Kataria (#)	Member (Non-Executive, Independent Director) (With effect from 1 st September, 2025)

(*) Balram Singh Yadav who was a Member of the CSR Committee, resigned as a Director of the Company with effect from the close of the business hours on 31 st August, 2025 and consequently ceased to be a Member of the CSR Committee during the Financial Year 2025-26. (#) Mr. Sunil Kataria has been appointed as a Member of the CSR Committee w.e.f. 1 st September, 2025.

CSR Committee Meetings were held 2 (Two) times during the Financial Year 2025-26 (on 23 rd April, 2025 and 29 th October, 2025).

The CSR Policy of your Company is uploaded on the website, viz., www.godrejastec.com and can be accessed through the web link https://www.godrejastec.com/investors/codes-and-policies.

Your Company had no mandatory CSR budget for the Financial Year 2025-26, in terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR for the Financial Year 2025-26 is annexed herewith as Annexure C .

27. RISK MANAGEMENT & THE RISK MANAGEMENT COMMITTEE:

Pursuant to the provisions of 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 comprising of the following Members during the Financial Year 2025-26:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. Ashok V. Hiremath	Chairman (Non-Executive, Non-Independent Director)
2.	Mr. Balram Singh Yadav (*)	Member (Non-Executive, Non-Independent Director) (Upto 31 st August, 2025)
3.	Mr. R. R. Govindan	Member (Non-Executive, Independent Director)
4.	Mr. Sunil Kataria (#)	Member (Non-Executive, Non-Independent Director) (With effect from 1 st September, 2025)

(*) Balram Singh Yadav who was a Member of the Risk Management Committee, resigned as a Director of the Company with effect from the close of the business hours on 31 st August, 2025 and consequently ceased to be a Member of the Risk Management Committee during the

Financial Year 2025-26.

(#) Mr. Sunil Kataria has been appointed as a Member of the Risk Management Committee w.e.f. 1 st September, 2025.

Risk Management Committee Meetings were held 2 (Two) times during the Financial Year 2025-26 (on 13 th October, 2025 and 26 th March, 2026). The detailed terms of reference of the Risk Management Committee are set out in the Corporate Governance Report forming a part of the

Annual Report.

Your Company considers ongoing risk management to be a core component of the management and functioning of the Company and understands that the Companys ability to identify and address risks is crucial in achieving its corporate objectives. Your Company has, therefore, developed and implemented a Risk Management Policy. Your Company has formulated a series of processes, structures and guidelines which assist the Company to identify, assess, monitor and manage its business risks. In order to achieve this objective, your Company has clearly defined responsibility and authority of the Company s Board of Directors and of the Risk Management Committee, to oversee and manage the risk management programme, while conferring responsibility and authority on the Companys senior management, to develop and maintain the risk management programme in light of the day-to-day emerging needs of the Company. Regular communication and review of risk management practices provide your Company with important checks and balances to ensure the efficacy of its risk management. Detailed and meaningful discussions on risk factors and mitigation measures for the same take place at the Meetings of the Risk Management Committee. At present, there are no identified elements of risks which, inthe Board, may threaten the existence of the Company. opinion ofthe

28. STAKEHOLDERS RELATIONSHIP COMMITTEE:

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 Members during the Financial Year 2025-26:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. Balram Singh Yadav (*)	Chairman (Non-Executive, Non-Independent Director) (Upto 31 st	August, 2025)
2.	Mr. Sunil Kataria (#)	Chairman (Non-Executive, Non-Independent Director) (With	st September, 2025)
3.	Mr. R. R. Govindan	Member (Non-Executive, Independent Director)
4.	Mr. Nandkumar Dhekne	Member (Non-Executive, Independent Director)

(*) Mr. Balram Singh Yadav who was a Member of the Stakeholders Relationship Committee, resigned as a Director of the Company with effect from the close of the business hours on 31 st August, 2025 and consequently ceased to be the Chairman of the Stakeholders Relationship

Committee during the Financial Year 2025-26.

(#) Mr. Sunil Kataria has been appointed as the Chairman of the Stakeholders Relationship Committeew. st September, .f.1 2025. MeetingoftheStakeholders RelationshipCommittee was held once during the Financial Year 2025-26 (viz., on 30 th January, 2026). Ms. Tejashree Pradhan, Company Secretary & Compliance Officer is the SecretarytoStakeholders RelationshipCommittee. She has attended the Meeting of the Stakeholders Relationship Committee held during the Financial Year 2025-26.

The details of Investor Complaints during the Financial Year 2025-26 are as follows:

Complaints outstanding as on 1 st April, 2025	0
(+) Complaints received during the Financial Year 2025-26	2
(-) Complaints resolved during the Financial Year 2025-26	2
Complaints outstanding as on 31 st March, 2026	0

Shareholders requests received by the Company are mainly pertaining to hard copy of Annual Report and dividend revalidation. There are no pending share transfers as on 31 st March, 2026.

29. MANAGING COMMITTEE:

Your Company has constituted a Managing Committee of the Board of Directors, which comprised of the following Members during the

Financial Year 2025-26:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. Balram Singh Yadav (*)	Chairman (Non-Executive, Non-Independent Director) (Upto 31 st August, 2025)
2.	Mr. Sunil Kataria (#)	Chairman (Non-Executive, Non-Independent Director) (With effect st September, 2025)
3.	Mr. Ashok V. Hiremath	Member (Non-Executive, Non-Independent Director)
4.	Mr. Burjis N. Godrej (^)	Member (Managing Director)

(*) Mr. Balram Singh Yadav who was a Member of the Managing Committee, resigned as a Director of the Company with effect from the close of the business hours on 31 st August, 2025 and consequently ceased to be the Chairman of the Managing Committee during the

Financial Year 2025-26.

(#) Mr. Sunil Kataria has been appointed as the Chairman of the Managing Committee w.e.f. 1 st September, 2025.

(^) Mr. Burjis N. Godrej has resigned as the Managing Director on 13 th April, 2026 and has been appointed as an Additional, Non-Executive Director on the same day.

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.

30. RIGHTS ISSUE COMMITTEE:

During the Financial Year 2025-26, the Board of Directors of the Company, at its Meeting held on 24 th June, 2025, approved the issuance of further Equity Shares by way of a Rights Issue and constituted a Rights Issue Committee to oversee the rights issue process, comprising of the following Members:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. R. R. Govindan	Chairman (Non-Executive, Independent Director)
2.	Mr. Balram Singh Yadav	Member (Non-Executive, Non-Independent Director)
3.	Mr. Burjis Godrej	Member (Managing Director)

Rights Issue Committee Meetings were held 2 (Two) times during the Financial Year 2025-26 (on 2 nd July, 2025 and 29 th July, 2025).

31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE AND INTERNAL COMPLAINTS COMMITTEE:

Your Company, as a part of the Godrej Industries Group, is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation and there is zero tolerance towards any such unwarranted instances. The values of mutual trust and respect are considered by your Company as fundamental to its existence.

The Board of Directors of your Company has constituted Internal Complaints Committee (ICC) pursuant to the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, comprising of the following Members for Registered Office as on 31 st March, 2026:

1. Ms. Vijayalakshmi Iyer, Presiding Officer

2. Mr. Arijit Mukherjee, Member

3. Mr. Tarun Surya, Member

4. Mr. Vivek Raizada, Member

5. Ms. Prarthana Uppal, Member

6. Ms. Sharmila Kher, External Member

The Company has formulated and circulated to all the employees, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The details of complaints with the ICC during the Financial Year 2025-26 are as follows:

Complaints outstanding as on 1 st April, 2025	0
(+) Complaints received during the Financial Year ended 31 st March, 2026	0
(-) Complaints resolved during the Financial Year ended 31 st March, 2026	0
Complaints outstanding as on 31 st March, 2026	0

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

32. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961 during the Financial Year 2025-26.

33. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your Company during the Financial Year 2025-26 were on arms length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Approval of the Audit Committee of the Board of Directors was obtained for all the Related Party Transactions. Accordingly, as per provisions of Section

134(3)(h) and Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of Related Party Transactions in Form AOC-2 is not applicable. Approval of the Shareholders was duly obtained for Related Party Transactions entered into or to be entered into with Godrej Agrovet Limited (Holding Company) during the Financial Year 2025-26, beyond the Materiality threshold as provided in Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015. Attention of the Shareholders is also drawn to the disclosure of transactions with Related Parties as set out in Note No. 51 of the

Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-à-vis the Company during the Financial Year 2025-26.

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

During the Financial Year 2025-26, the Company has entered into Related Party Transactions with Godrej Agrovet Limited, its Promoter and Holding Company, based on considerations of various business exigencies, such as synergy in operations and the same are in line with the Companys long-term strategy. Approval of the Shareholders was duly obtained for Related Party Transactions entered into or to be entered into with Godrej Agrovet Limited during the Financial Year 2025-26, beyond the Materiality threshold as provided in Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All such Related Party Transactions during the Financial Year under review are in the ordinary course of business, on arms length basis and are intended to further the Companys interests. The same have been disclosed in the Financial Statement.

35. 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 is included in the Annual Report. M/s. BNP & Associates, Company

Secretaries, Mumbai, who are also the Secretarial Auditors of your Company, have certified that your Company is in 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.

36. POLICIES OF THE COMPANY:

The Companies Act, 2013, 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 all listed companies and/ or unlisted companies. Pursuant to Regulation 46 of the Listing Regulations, all our Policies are available on the Companys website, viz., www.godrejastec.com and can be accessed through the web link https://www.godrejastec.com/investors/codes-and-policies .

The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirements.

The major Policies which have been adopted by your Company as on 31 st March, 2026 are as follows:

Sr. No. Name of the Policy	Particulars / Brief Description of the Policy Risk Management Policy
1.	The Company has in place, a Risk Management Policy which has been framed by
	the Board of Directors of the Company, based on the recommendation made by
ee. This Policy deals with identifying and assessing Committ theRiskManagement
	risks such as operational, strategic, financial, security, cyber security, property,
	legal, regulatory, reputational and other risks and the Company has in place an
	adequate risk management infrastructure capable of addressing these risks.
2. Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and
	recommended to the Board of Directors, a Corporate Social Responsibility
	Policy, indicating the activities to be undertaken by the Company as corporate
	social responsibility, which has been approved by the Board. This Policy outlines
	the Company\u2019s strategy to bring about a positive impact on society through
	various activities and programmes relating to livelihood, healthcare, education,
	sanitation, environment, etc.
3. Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in
	order to comply with the requirements of Regulation 16(1)(c), Regulation 24
	and Regulation 24A of the Listing Regulations. As on 31 st March, 2026, your
	Company does not have any material subsidiary.
4. Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining
	qualifications, competencies, positive attributes and independence of a Director
	and also the criteria for determining the remuneration of the Directors, Key
	Managerial Personnel and other Senior Management Personnel.
5. Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of
	this Policy is to enable employees to raise concerns regarding unacceptable
	improper practices and/or any unethical practices, violation of any law, rule or
	regulation, in the organization without the knowledge of the Management. The
	Policy provides adequate safeguards against victimization of persons who use
	such mechanism and makes provision for direct access to the Chairperson of the
	Audit Committee, in appropriate or exceptional cases.

Name of the Policy	Particulars / Brief Description of the Policy
Policy on Prevention of Sexual Harassment at	The Company has in place, a Policy on Prevention of Sexual Harassment at
Workplace	Workplace, which provides for a proper mechanism for redressal of complaints
	of sexual harassment and thereby helps to create and maintain an atmosphere
	in which employees can work together without fear of sexual harassment,
	exploitation or intimidation and places emphasis on the Company\u2019s zero
	tolerance towards any incidents of sexual harassment.
Policy on Materiality of Related Party	This Policy regulates all transactions between the Company and its Related
Transactions and Dealing with Related Party	Parties, in accordance with the provisions of the Companies Act, 2013, the Rules
Transactions	framed thereunder and the Listing Regulations, as amended from time to time.
Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in
	accordance with the provisions of the Securities and Exchange Board of India
	(Prohibition of Insider Trading) Regulations, 2015, as amended from time to
	time.
Policy on Criteria for Determining Materiality	This Policy applies to disclosure of material events affecting the Company. This
of Events	Policy warrants disclosure to investors upon occurrence of such events and
	has been framed in compliance with the emerging requirements of the Listing
	Regulations.
Policy for Maintenance and Preservation of	The purpose of this Policy is to specify the type of documents and time
Documents	period for preservation thereof based on the classification mentioned under
	Regulation 9 of the Listing Regulations. This Policy covers all business records
	of the Company, including written, printed and recorded matter and electronic
	forms of records.
Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As
	per this Policy, all such events or information which have been disclosed to the
	Stock Exchanges are required to be hosted on the website of the Company for a
	minimum period of 5 (Five) years and thereafter in terms of the Policy.
Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of Regulation 43A of the
	Listing Regulations. The focus of the Company is to have a Policy on distribution
	of dividend so that the investors may form their own judgment as to when and
	how much dividend they may expect.
Code of Practices and Procedures for Fair	This Policy / Code is framed by the Board of Directors in terms of the Securities
Disclosure of Unpublished Price Sensitive	and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
Information (UPSI)	It aims to strengthen the internal control system and curb / prevent leak of
	Unpublished Price Sensitive Information (\u201cUPSI\u201d) without a legitimate purpose.
	The Policy / Code intends to formulate a stated framework and policy for fair
	disclosure of events and occurrences that could impact price discovery in the
	market for the Company\u2019s securities. In general, this Policy aims to maintain
	transparency and fairness in dealings with all the stakeholders and to ensure
	adherence to applicable laws and regulations.
Code of Conduct for the Board of Directors	The Company has in place, a Policy / Code of Conduct for the Board of Directors
and Senior Management Personnel	and Senior Management Personnel pursuant to Regulation 17(5) of the Listing
	Regulations, which reflects the legal and ethical values to which the Company is
	strongly committed. The Directors and Senior Management Personnel of your
	Company have complied with the Code during the Financial Year 2025-26.
Policy to Promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to
	enhance its effectiveness.
Policy on Familiarization Programmes for	Your Company has a Policy on Familiarization Programmes for Independent
Independent Directors	Directors, which lays down the practices followed by the Company in this regard,
	on a continuous basis.
Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates your
	Company\u2019s commitment to respect human rights and treat people with dignity
	and respect in the course of conduct of its business and operations.

MANAGERIAL REMUNERATION AND REMUNERATION PARTICULARS OF EMPLOYEES:

The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the Financial Year 2025-26 was in conformity with the Nomination and Remuneration Policy of the Company.

The disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D . The information required pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, 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 32 nd (Thirty-Second) Annual General Meeting, subject to restrictions (if any) as may be imposed by the Government(s) and/or local authority(ies) from time to time, upon request. If any Shareholder is interested in inspecting and obtaining a copy thereof, such Shareholder may write an e-mail to agm.astec@godrejastec.com.

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 2025-26. Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a) Deposits accepted during the Financial Year 2025-26	:	Nil
(b) Deposits remained unpaid or unclaimed during the Financial Year 2025-26	:	Nil
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the Financial Year	:	Nil
2025-26 and if so, number of such cases and total amount involved:
(i) At the beginning of the Financial Year	:	Nil
(ii) Maximum during the Financial Year	:	Nil
(iii) At the end of the Financial Year	:	Nil
(d) Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	:	Nil

39. 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 in place and operative, with respect to the preparation and finalization of Financial Statements for the Financial Year 2025-26.

40. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 will be hosted on the website of the Company, viz., www.godrejastec.com at the web link https://www.godrejastec.com/investors/other-updates.

41. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Compulsory Transfer of Dividend and Equity Shares to Investor Education and Protection Fund (IEPF) Account:

In accordance with Section 124, 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 (IEPF) established by the Central Government, upon completion of 7 (Seven) years. Further, all the Equity Shares of the Company on which dividend has not been paid or claimed for 7 (Seven) consecutive years or more are also required to be transferred to IEPF. The Company is in compliance with the aforesaid provisions and the IEPF Rules. The dividend amount for the Financial Year 2017-18 which remained unclaimed and the relevant Equity Shares have been transferred to the IEPF during the Financial Year 2025-26.

Unclaimed / Unpaid Dividend:

The dividend amount for the Financial Year 2018-19 remaining unclaimed shall become due for transfer to the IEPF in terms of Section 124 of the Companies Act, 2013, on 26 th August, 2026, upon expiry of 7 (Seven) years of the same remaining unpaid. Further, all the Equity Shares of the Company on which dividend has not been paid or claimed for 7 (Seven) consecutive years or more are also required to be transferred to IEPF. The Company is sending reminders to all such Shareholders at their registered addresses, for claiming the unpaid / unclaimed dividend which is liable to be transferred to IEPF in due course.

The detailed dividend history, due dates for transfer to IEPF, and the details of unclaimed amounts lying with the Company in respect of dividends declared are available on website of the Company, www.godrejastec.com at the web link https://www.godrejastec.com/investors/ unclaimed-dividend, pursuant to the provisions of Section 124 of the Companies Act, 2013.

42. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS, SECRETARIAL AUDITORS AND COST AUDITORS:

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in the Auditors Reports (Standalone and

Consolidated) on the Financial Statements for the Financial Year 2025-26.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the

Financial Year 2025-26.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report on the Cost Records for the Financial Year 2024-25 (noted during the Financial Year 2025-26). The Cost Audit Report for the Financial Year 2025-26 will be received in due course.

43. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2025-26 and thereafter till the date of this Report, there have been 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.

44. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2025-26 TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE DIRECTORS REPORT (I.E., FROM 1 ST APRIL, 2026 UPTO 27 TH APRIL, 2026), IF ANY:

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2025-26 to which the Financial Statements relate and the date of the Directors Report (i.e., from 1 st April, 2026 upto 27 th April, 2026).

45. EMPLOYEES STOCK OPTION PLAN, 2012 AND EMPLOYEES STOCK OPTION SCHEME, 2015:

Your Company has introduced and implemented the following Employees Stock Option Plan and Scheme:

Sr. No.	Name of the Plan / Scheme	Date of Shareholders\u2019 Approval	Exercise Price per Option
1.	Employees Stock Option	Original Scheme approved vide Special	34/- (Rupees Thirty-Four Only) as per the
	Plan, 2012 (\u201cESOP 2012\u201d)	Resolution passed at the Extra-ordinary General	Original Scheme
		Meeting held on 27 th March, 2012
			10/- (Rupees Ten Only) as per the Amended
		Amended Scheme approved vide Special	Scheme
		Resolution passed on 26 th September, 2021,
		through Postal Ballot, the results of which were
		declared on 27 th September, 2021
2.	Employees Stock Option	Special Resolution passed at the 21 st (Twenty-	The Company shall use Fair Value Method to
	Scheme, 2015 (\u201cESOS 2015\u201d)	First) Annual General Meeting held on	value its Options. The Exercise Price for the
		22 nd September, 2015	Options will be the Closing Market Price of
			the Equity Shares of the Company listed on
			the recognized Stock Exchange as on the
			date immediately prior to the relevant date
			of the grant of the Options to the Eligible
			Employees and Eligible Directors.

The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESOP 2012 and ESOS 2015. certificat . BNP & Associates,Your Company Secretaries, Mumbai and the Secretarial Auditors of the hasreceived Company, pursuant to Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 that ESOP 2012 and ESOS 2015 have been implemented in accordance with the provisions of the said Regulations and the resolutions passed by the Shareholders. Any request for inspection of the said Certificate may please be sent toagm.astec@godrejastec.com.

The disclosures as per Regulation 14 of the Securities and Exchange BoardofIndia(ShareBasedEmployeeBenefitsand Sweat Equity)

Regulations, 2021 have been put on the website of the Company, viz., www.godrejastec.com at the web link https://www.godrejastec.com/ investors/other-updates. The Board confirms that ESOP 2012 and ESOS 2015 are in compliance with the aforesaid Regulations.

46. FRAUD REPORTING:

There have been no instances of frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government, during the Financial Year 2025-26.

47. 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 in the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

48. LISTING FEES:

Your Company has paid requisite annual listing fees to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), the Stock Exchanges where its securities are listed.

49. DEPOSITORY SYSTEM:

Your Companys 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 INE563J01010.

50. RESEARCH AND DEVELOPMENT:

Your Company continues to focus on Research and Development ( R&D ) and firmly believes that productive R&D is a key ingredient for success. Your Company has a state-of-the-art Research & Development (R&D) Center, named Adi Godrej Center for Chemical Research and Development in Rabale, Maharashtra. The facility is well-equipped with synthesis lab, formulation lab as well as sophisticated safety infrastructure and continues to spearhead advancements in green chemistry, sustainability and faster go-to-market strategies for innovators.

It is enabling your Company to expand offerings in Contract Development & Manufacturing Organization (CDMO) space, enhanced commercialization of new products and development of adjacent segments such as specialty chemicals and advanced intermediates for pharmaceuticals, leveraging its broad expertise in diverse chemistries. Your Companys substantial investment in a future-ready R&D Center reflects its unwavering commitment towards long-term value creation.

51. 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 as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure E .

52. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2025-26, in accordance with the provisions of Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the 9 (Nine) principles of the National Guidelines on Responsible Business Conduct (NGBRCs), which forms part of this Annual Report.

53. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2025-26, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / De-merger / Arrangement with its Members and/or Creditors.

54. 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 2025-26, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditor(s) 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.

55. 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 2025-26, the Company has not made any settlement with any bank or financial institution for any loan / facility availed by it or/and still in existence.

56. INTERNAL FINANCIAL CONTROLS:

Your Company continues to stay committed to constantly improving the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security to 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 Companys Corporate Audit & Assurance team 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.

57. HUMAN RESOURCES:

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 continues to drive interventions to enhance the workforce productivity in the business and to improve the employee engagement and connect. Your Company is committed to building and maintaining a safe and healthy workplace. There are several policies formulated for the benefit of employees, which promote diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. Your Company constantly makes concerted efforts to offer learning and development opportunities on a non-discriminatory basis, that continually enhance the employee value in line with the organizational objectives. The total number of permanent employees on the rolls of your Company as on 31 st March, 2026 was 471.

58. APPRECIATION:

Your Board of Directors wishes to place on record its sincere appreciation and gratitude for the continued support and co-operation it continues to receive from the various Central and State Government Departments, organizations and agencies. The Board also gratefully acknowledges all stakeholders of the Company, viz., Shareholders, customers, dealers, vendors, banks, credit rating agencies and other business partners for the excellent support received from them during the Financial Year 2025-26. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution in the performance of the Company.

59. CAUTIONARY STATEMENT:

The statements in the Boards Report describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed herein. Important factors which could influence the Company s operations inter alia include global and domestic demand, supply and pricing conditions, input availability and prices, changes in Government regulations, tax laws, economic developments within the country and other factors such as litigations and industrial relations.

For and on behalf of the Board of Directors of
Astec LifeSciences Limited
Arijit Mukherjee	Sunil Kataria
Executive Director &	Director
Chief Operating Officer	(DIN: 06863609)
(DIN: 07334111)
Date: 27 th April, 2026	Date: 27 th April, 2026
Place: Karjat	Place: Mumbai