Godavari Biorefineries Ltd Directors Report

Your Directors have pleasure in presenting the Seventieth (70^th) Annual Report on the business and operations of the Company and the audited financial statements for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE:

The Standalone and Consolidated financial performance of the Company are summarised below H in Lakhs

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue From Operation	1,85,316.64	1,67,546.87	1,87,025.12	1,68,666.53
Profit / (Loss) before Depreciation, Interest and Tax	11,606.18	14,549.30	12,030.71	14,793.43
Finance costs	7,160.79	7,551.43	7,178.81	7,556.13
Profit / (Loss) after Interest but before Depreciation and Tax	4,445.39	6,997.47	4,851.90	7,237.10
Depreciation & Amortization	4,985.69	5,962.72	5,005.69	5,992.51
Profit / (Loss) Before Tax	(540.30)	1,034.15	(153.79)	1,244.59
Taxes (Income)/Expense	2,175.67	21.88	2,187.68	14.76
Profit / (Loss) After Tax (before Other Comprehensive Income)	(2,715.97)	1,056.33	(2,341.47)	1,229.83

•The Government of India has notified the Finance Act 2024 dated 23 July 2024, which includes changes towards long Term Capital Gains in the tax rate from 10% to 12.50% without any indexing for the domestic company.

The Company has revalued its Land on 01^st April 2016 as the company transited to Ind-AS. Even though there was no sale of land during the FY 2024-25, the company re-measured its net deferred tax assets/(iabiiities) from the date when such amendments were enacted and treated the same as one-time tax expense impact for the year ended March 2025 amounting to INR 2,449.45 Lakhs.

STANDALONE DIVISION WISE TURNOVER: H in Lakhs

DIVISIONS	2024-2025	2023-2024
Sugar	68,215.41	56,631.49
Cogeneration	4,698.60	4,282.24
Biobased Chemicals	53,907.69	50,462.64
Distillery	58,494.95	56,169.46
Total	1,85,316.64	1,67,546.87

REVIEW OF OPERATIONS

On a Standalone basis, your Company has achieved sales turnover of H1,85,316.64 Lakhs for the financial year 2024-25 as compared to the turnover of H1,67,546.87 Lakhs in the previous year, an increase of 10.61% over the previous year. On a consolidated basis, the turnover in the current year was H187,025.12 Lakhs. as compared to the turnover of H1,68,666.53 Lakhs in the previous year, an increase of 10.88% over the previous year

On a Standalone basis, your company has reported Loss of after tax excluding one time impact of deferred tax of H(266.51) lakhs in financial year 2024-25 as against the profit of H1,056.33 lakhs (As per IND AS) in the previous financial year 2023-24.

On a Consolidated basis, the profit after tax excluding one time impact of deferred tax for the current year of H107.99 lakhs as against the profit of H1,229.83 lakhs in the previous year.

TRANSFER TO RESERVES

During the financial year under review, your directors do not recommend transfer of any amount to the general reserve of the Company.

DIVIDEND

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a dividend distribution policy, as approved by its Board of Directors. The said Policy is available on the website of the Company at the following web-link: https:// www.godavaribiorefineries.com/our-company-investors

Due to loss during the year your Directors do not recommend any dividend to the shareholders for the financial year ended 31^st March, 2025.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2025 the applicable accounting standards have been followed with no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit and loss of the company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual financial statements on a "Going Concern" basis;

e) Proper internal financial controls were in place and the financial controls were adequate and were operating effectively.

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

Performance of Sameerwadi Integrated Unit of Sugar, Ethanol / Distillery and Co-generation

Cane crushing commenced on 9^th November 2024 for the crushing season 2024-25. Achieved highest ever cane crushing of 24.65 Lakhs tons with recovery of 10.91% against previous year cane crushing of 24 Lakhs tons with recovery of 10.78% during the sugar season 2023-24. During sugar season 2024-25, successfully diverted 36.65% sugar for ethanol through syrup / juice and 8.09% through B Heavy molasses, total 44.74% against Sugar season 2023-24, where in 23.61% of sugar diverted through juice / syrup for ethanol and 4.06% through B Heavy molasses,amounting to a total sugar diversion of 27.67%.

We are in process for erection of 200 KLPD Grain feedstock-based Ethanol plant. The project is scheduled to be commissioned by the end of calendar year 2025.

INDIAN SUGAR INDUSTRY OUTLOOK

Sugar Season (SS) 2024-25 (October 24 -September 25) started with an All India Opening stock of 80 Lakh MT as on 1^st October 2024.

Production during SS 2024-25 is expected to be 260 lakh MT. This sugar production is approximately 60 lakh MT less than the previous sugar season of 2023-24. The sugar diverted for the ethanol blending program is 35 Lakhs MT over and above this sugar availability. Government has also released export quota of 10 Lakh MT in this season. The production was also down on account of higher diversion of sucrose towards ethanol as compare to previous years.

Domestic sugar consumption is expected to be 282 lakh MT and sugar exports is 10 Lakh MT as on date. Thus, the expected sugar stock as on September 2025 would be about 58 lakh MT.

Indian Sugar Production, Supply and Distribution (Figure in Lakh MT)

Sugar Balance Sheet for Sugar Season (In Lakhs tons)

Sugar Balance Sheet for Sugar Season	2024-25(E)	2023-24
Opening stock as on 1st October	80	48
Production during the season	260	320
Imports	0	0
Total Availability Off-take for	340	368
i) Internal Consumption	288	288
ii) Exports	10	0
Total off-take	298	288
Closing stock as on 30th September	58	80

Source: Indian Sugar Mills Association (ISMA) (E) - Estimated

Closing sugar stock as % of off-take is estimated to be at about 19.46 %.In the year gone by India total production 295 Lakh MT including export & ethanol diversion.

Indian Monsoon has made his appearance before time in the end of May only. The month of June -September are the months of active monsoon.

The spread of rainfall across the country with major cane growing regions of Maharashtra & Karnataka are expected to receive normal. In North India UP region we are expecting a good rainfall.

This monsoon has been favourable for the upcoming cane crop which shall be harvested in October onwards.

The rains will help the temperature not to rise to unbearable levels which will help retain the soil moisture too, thus helping the crop in the ground to grow under favourable conditions.

Policy Initiatives by Government of India for Sugar and Ethanol

The Government of India has restored the use of sugarcane juice and B heavy molasses to convert into ethanol in last year and expected to continue in coming years.

The sugar forecast for the upcoming 25-26 season is still assumed around 30.6 Mmt with diversion to ethanol of 5 Mmt shall take the sucrose production to 35.6 Mmt.

The diversion towards ethanol is subject to revision and can have major revisions as the same shall be decided basis the price of ethanol fixed from different sugar based feedstocks and also the requirement of ethanol for blending by the oil marketing companies.

These changes in policies will encourage the mills to maximise their cane crushing in the coming season

2025-26. With the lower opening stock of sugar in October 2025 and more diversion to ethanol in coming season, we are expecting the sugar prises in a stable level for upcoming year in the current range of H3600-3800/ Qtl in our region.

All India Sugar production from 1^st October 2024 till 30^th June, 2025 reached 257.6 lakhs tons, i.e. 18.58 % decrease from 316.4 lakhs tons produced last year in the same period. In the State of Karnataka, 40.40 lakhs tons of sugar have been produced in SS 2024-25 till 30^th April 24, which is around 20.16% lower from last year of 50.60 lakhs MT in the same period.

The Company has produced 1.51 Lakh MT sugar with the record crushing of about 24.65 lakh MT cane in SS 2024-25.

Company has sold 1.12 lakh MT (aligning with the sugar quota release by GOI) sugar to domestic market including Institution clients, open market & as branded sugar till June 2025 from October 2024 and have exported 6900 MT sugar under our sugar export quota & traded quota. With a balance sugar of around 67900 MT.

This is because of our sugar sales planning in different market segments including institutional customers, whole-sale trade & retail sales. We are continuously working to consolidate our position in markets by adding new customers and expanding our markets.

Jivana- Our Retail Brand:

Made With

1oo%

Coriander Seeds

Jivana

fmhncss & flavtw

in every pinch!

CHEMICAL

FREE

Your company specializes in selling white refined sugar, brown sugar, jaggery (both block and powder), sugarcane concentrate, and turmeric under the brand name "Jivana." To enhance competitiveness and drive consumer awareness, the Brand is aligning its marketing and distribution strategies. This year, Jivana expanded its product range by adding chili and coriander powder to its retail offerings. The brand has experienced significant growth, achieving a 27% rise in revenue for FY 24-25, culminating in a total revenue of INR 107 crore. Additionally, the company has increased its availability in stores, with the store count rising from 6,300 in FY 23-24 to 7,000 in FY 24-25.

DISTILLERY DIVISION:

Sameerwadi Distillery Division manufactures various grades of Ethanol. The distillery serves the requirements of various customers from primarily the fuel ethanol

industry. The company also supplies some ethanol to pharmaceuticals, the flavor & fragrance industry and the beverage industry.

The total sales of the distillery division for the year 2024-25 were H58,494.95 Lakhs against last years sale of H56,169 Lakhs, an increase of 4% over the previous year. The Companys distillery is one of the few Indian distilleries that successfully converted sugar syrup/ Cane Juice into ethanol and was one of the major suppliers to Oil Marketing Companies for blending with petrol.

COGENERATION DIVISION:

In the year 2024-25 power Generation is 1,74,744 Mwh & power export is 94,646 Mwh whereas in 2023-24 power Generation is 1,70,772 Mwh & power export is 87,536 Mwh

Government has implemented Section -11 for the period from October 2023 to May 2024 @ H4.86 per unit . Balance

period power exported under Bilateral / IEX GDAM ( i.e. Under open access)

In the year April 2023-24, April 2023 to June 2023 exported power under IEX & Balance period under section -11, whereas in 2024-25, April 2024 & May 2024 under section 11 & balance period under IEX /Bilateral.

BIO BASED CHEMICAL DIVISION:

The Bio based Chemical division located at Sakarwadi in Maharashtra has recorded standalone sales of H53,908 Lakhs for the FY 2024-25 against the previous years net sales of H50,463 lakhs, i.e. increase in sales turnover of about 6.83 % over the previous year due to various geopolitical situations. The demand is growing, an increasing trend. The share of Ethyl Acetate is 43%, whereas the share of specialty Chemicals is 57%. Our current growth strategies include to diversify product offering and improving operational efficiency, including by exporting our existing capacities to manufacture in a wider range of speciality chemicals. The focus of the Chemical division has been to provide more and more Bio based chemicals for achieving decarbonisation and net zero goal of the Chemical sector.

Cancer Biology

The company has developed a Novel Anti-Cancer molecule for treating triple negative breast cancer (TNBC). Our safety trials have successfully concluded. We have also established the mechanism of action of our molecule. We will now be preparing for getting approvals for preliminary efficacy trials.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31^st March, 2025, your Company has four subsidiaries, the Company does not have any joint venture or associate companies or LLPs. During the year, no Company became or ceased to become subsidiary, joint venture or Associate of the Company.

Direct Indian Subsidiary

Solar Magic Private Limited (CIN: U01100MH1998PTC113856)

The subsidiary is engaged in the business of, inter alia, trading in fertilizers, material for pipes and drip irrigation and manufacturing of sugarcane seedlings and turmeric powder.

Direct Foreign Subsidiary

Cayuga Investments B.V. Netherlands (KVK NO: 34319213)

The Subsidiary is engaged in the business of, inter alia, participating in, managing, financing and rendering services to businesses, companies and other legal entities which operate in the field of processing and trading of chemicals, alcohol, sugar and its allied products.

Step Down Foreign Subsidiaries

a. Godavari Biorefineries B.V., Netherlands (KVK NO: 34325188)

The Company is engaged in the business of, inter alia, participating, managing, financing and rendering services to businesses, companies and other legal entities which operate in the field of processing and trading of chemicals including renewable sources, alcohol, sugar and its allied products.

b. Godavari Biorefineries Inc., USA (EIN: 30-0546856)

The Company is engaged in the business of, inter alia, acting as intermediaries and consultants to provide support services.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of each of the subsidiary in the prescribed form AOC-1 is annexed to the Annual Report, the financial statements of the subsidiaries are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.godavaribiorefineries.com under the Investors Section.

The Company has also formulated a policy for determining material subsidiaries, which is uploaded on the website of the Company https://www. godavaribiorefineries.com/sites/default/files/Policy_ determine%20Material%20Subsidiary.pdf

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of Section 129(3) of the Companies Act, 2013 (as amended) (the "Act") and implementation requirements of the Indian Accounting Standards Rules on accounting and disclosure requirements, as applicable, and as prescribed under Regulation 33 of the Listing Regulations, the Audited Consolidated Financial Statements forms part of this Annual Report.

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Act, Mr. Bhalachandra Bakshi (DIN: 03538688) Whole-Time Director and Mr. Suhas Godage (DIN: 09227610) Director

Work (Sakarwadi) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment

Details of the director seeking appointment/reappointment at the Annual General Meeting, as required in terms of Regulation 36(3) of the SEBI Listing Regulations is provided in the annexure to the explanatory statement to the notice

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Samir Shantilal Somaiya, Chairman and Managing Director, Dr. Sangeeta Arunkumar Srivastava, Executive Director Bhalachandra Bakshi, Executive Director, Mr. Suhas Godage , Executive Director (Work- Sakarwadi), Mr. Naresh Khetan Chief Financial Officer, Mr. Manoj Jain, Company Secretary and Compliance Officer and Ms. Swarna Gunware , Joint Company Secretary, There was no change in the Key Managerial Personnel during the period under review

The Remuneration and other details of Key Managerial Personnel for the financial year ended March 31, 2025 are mentioned in the Corporate Governance Report, forming part of this report.

MEETING OF BOARD OF DIRECTORS

The Board of Directors of your Company met 8 (Eight) times during 2024-25. The Meetings were held on May 31, 2024, June 13, 2024, August 3, 2024, September 24, 2024, October 17, 2024, October 25, 2024, November 18, 2024, and February 8, 2025. The time gap between any two consecutive meetings is in compliance with the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in sub section (6) of Section 149 of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and sugar industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 all the independent directors have registered themselves with the Indian Institute of Corporate Affairs. Since majority of the independent directors of the Company have served as directors or key managerial personnel in listed companies or in an unlisted public company having a paid-up share capital of H10 crore or more for a period not less than 10 years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies

(Appointment and Qualification of Directors) Rules, 2014, rest of Independent Directors have passed their proficiency test successfully.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and SEBI (LODR) Regulation, 2015 your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The Company has also constituted an IPO Committee to oversee the IPO process of the Company.

Audit Committee:

As on March 31, 2025, the Audit Committee comprised of Four Directors including three Independent Directors namely Mr. Hemant Luthra (Chairperson), Mr. Sanjay Puri, Prof. Lakshmi Kantam Mannepalli and Mr. Samir Somaiya members.

All the recommendations made by the Audit Committee were accepted by the Board.

Nomination & Remuneration Committee:

As on March 31, 2025, the Nomination and Remuneration Committee comprises three Directors, all are independent Director namely Prof. Lakshmi Kantam Mannepalli (Chairperson), Mr. Hemant Luthra and Mr. Sanjay Puri as its Members.

Stakeholders Relationship Committee:

As on March 31, 2025, the Stakeholders Relationship Committee comprises four Directors namely of Mr. Hemant Luthra, (Chairperson), Prof. Lakshmi Kantam Mannepalli, Mr. Raman Ramachandran, and Mr. Bhalachandra Bakshi, as its Members

Risk Management Committee

As on March 31, 2025, The Risk Management Committee comprises nine directors namely Mr. Sanjay Puri, as (Chairperson), Prof. Lakshmi Kantam Mannepalli, Mr. Hemant Luthra, Mr. Samir Somaiya, Mr. Bhalachandra Bakshi, Dr. Sangeeta Srivastava, Mr. Suhas Uttam Godage, Dr. Raman Ramachandran and Mr. Nitin Mehta as its Members.

Corporate Social Responsibility Committee

As on March 31, 2025, The Corporate Social Responsibility Committee comprises four Directors Prof. Lakshmi Kantam Mannepalli as Chairperson, Mr. Hemant Luthra, Mr. Bhalachandra Bakshi and Mr. Suhas Uttam Godage as its Members.

IPO Committee

The IPO Committee comprises Mr. Hemant Luthra (Chairperson), Mr. Samir Somaiya and Dr. Sangeeta Srivastava as its Members.

NOMINATION AND REMUNERATION POLICY

The Nomination and remuneration policy of the Company as formulated under section 178(3) of the Companies Act, 2013 containing criteria for determining qualifications, positive attributes, independence of a director and remuneration of directors and Key Managerial Personnel of the Company is uploaded on the website of the Company under Policies Tab, https://godavaribiorefineries.com/ ourcompany-investors

SHARE CAPITAL

Authorised Share Capital

During the fiscal year 2025, there were no changes made to the Authorized Share Capital of the Company. As on March 31, 2025, the Authorized Share Capital stands at H1,00,00,00,000/- (One Hundred Crore), which consists of the following:

• 8,20,00,000 Equity Shares of H10/- each.

• 18,00,000 Preference Shares of H100/- each.

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the applicable sections of the Companies Act, 2013, the Company successfully completed its Initial Public Offer (IPO) of 1,57,59,937 Equity Shares of H10/- each at an issue price of H352/- per Equity Share. The issue comprised of a Fresh

Issue of 92,32,954 Equity Shares of H10/- each amounting to H32,500 Lakhs and Offer for Sale (OFS) of 65,26,983 Equity Shares of H10/- each by the promoter/promoter group and investor selling shareholders amounting to H22,974.98 Lakhs. Consequently, the Equity Shares of your Company listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on October 30, 2024.

The Paid Share Capital of the Company as on 31^st March, 2025 is H51,17,59,770 comprising 5,11,75,977 equity shares of H10/- each

The proceeds of funds raised under Fresh Issue during the IPO of the Company are/would be utilised as per the objects of the issue. Please refer note number 49 of Standalone Financial Statement for further details.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

Your Company does not have any Employee Stock Option Scheme (ESOP).

DEPOSITS

Pursuant to section 73 of the Companies Act, 2013 read with Rule 2 (e) of Companies (Acceptance of Deposits) Rules, 2014 your Company has obtained consent of the members to accept Public Deposits at its Annual General Meeting held on 30^th September, 2016 and started accepting the deposits after due compliance of the provisions laid down in the Act.

Your company continues to receive/renew the fixed deposits in accordance with Section 73 of the Companies Act, 2013 read with Rule 2 (e) of Companies (Acceptance of Deposits) Rules, 2014 mainly from the Cultivators who supply cane to the company, re-imposing the faith they have in the company, a relationship built over more than three decades of sustained business and the mutual trust between the cultivators and the management of the company.

The details of deposits covered under Chapter V of the Act are as under:

(Amount in H)

Balance at the beginning of the year	Deposit accepted during the year	Amount repaid during the year	Balance at the end of the year	Amount remaining with Company (Matured but Not Claimed)	Interest paid during the FY
74,74,30,000	33,88,73,000	31,31,20,000	77,31,83,000	5,95,000	8,14,17,223

There has been no default in repayment of deposits or payments of interest thereon during the year. There is no unpaid amount of deposit due to be transferred into IEPF during the year.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to conduct its business in a socially responsible, ethical and environmentally friendly manner and to continuously work towards improving the quality of life of the communities in its operational areas.

In compliance with the requirements of section 135 read with Schedule VII of the Companies Act 2013, the Board had constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company comprising of Prof. M. Lakshmi Kantam, Independent Director as (Chairperson), Mr. Hemant Luthra, Mr. Bhalachandra Bakshi and Mr. Suhas Uttam Godage as its Members.

The Annual Report on the CSR activities carried out by Company is included in this Director Report as "Annexure - I".

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules), the Company has formulated the CSR Policy which can be accessed on the Companys website at www.godavaribiorefineries.com.

MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming a part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company always places a major emphasis on managing its affairs with diligence, transparency, responsibility and accountability. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations, is also annexed to the Corporate Governance Report which forms part of this Report".

The Annual Report of the Company contains a certificate by the Managing Director of the Company in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel and a Certificate by Mr. Tushar Shridharani, Company Secretaries in Practice, who have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Act and Listing Regulations, to provide a formal mechanism to its Directors, Employees or Stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and enables direct access to the Chairman of the Audit Committee. In terms of the Policy of the Company, no employee of the Company has been denied access to the Chairman of the Audit Committee of the Board. During the year under review, no such concern from any whistle-blower has been received by the Company.

The Whistle Blower Policy is available on Companys website along with other policies for easy access and information of Employees. It can also be accessed on the

Companys website at https://godavaribiorefineries.com/ ourcompany-investors.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls, with reference to financial statements, commensurate with the size, scale and complexity of its operations. An extensive risk-based programme of internal audits and management reviews provides assurance to the audit committee and Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned with the business objectives of the Company which is reviewed and approved by the Audit Committee. Significant audit observations, if any, along with corrective actions thereon, are presented to the Audit Committee. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY

The Company has adequate internal financial control systems in place which are supplemented by an extensive internal audit program conducted by an independent professional agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets. During the financial year, such controls were tested and no reportable material deficiency in controls were observed.

RISK MANAGEMENT

The Company has in place, an effective risk management framework, which is governed at the highest level by the Board. The Risk Management Policy identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company

The Audit Committee and the Board periodically review the risks involved, from time to time, and take appropriate measures to minimise the same.

The Board of Directors of the Company has duly constituted the Risk Management Committee (RMC) which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. Details of contract/arrangement/transaction with related parties which are specified under the provisions of the Section 188(1) of the Companies Act, 2013 in form AOC-2 is annexed herewith as Annexure - II.

For the details of all contracts/arrangements/transactions entered by the Company with related parties during the financial year, your Directors draw attention of the members to the notes No. 35 to standalone account which set out related party disclosures. All related party transactions were placed before the Audit Committee and the Board for their approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed at the Companys website at https: www.godavaribiorefineries.com

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

Information in accordance with the provisions of section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as Annexure - III to this report.

RESEARCH AND DEVELOPMENT

Research & Development continues to be a strong backbone for the continuous innovation and business plans of your Company. It focuses on the key areas of:

i) new process development, exploring new value added products out of sugarcane biomass

ii) continuous improvement in the existing processes for value creation and to achieve sustainable growth and

iii) continuous improvement in the products quality as perceived by the customer

The detailed disclosure is annexed to this report as Annexure - III.

AUDITORS

Statutory Auditor: Pursuant to Section 139 of the Companies Act, 2013 and the rules made thereunder, the Company, at the 68^th Annual General Meeting of the Company held on 18^th September, 2023, M/s Verma Mehta & Associates, Chartered Accountants, (Firm Registration No. 112118W) has been re-appointed as Statutory Auditors of the Company for a second tenure of five years, commencing from the conclusion of the 68^th AGM till the conclusion of 73^rd AGM.

The audit report given by the auditors on the Financial Statement (Standalone and Consolidated) of the Company for the financial year ended 31^st March, 2025 is part of this report. The reports of the Statutory Auditors, read together with notes to accounts, are self-explanatory and do not call for any further information or explanation under Section 134 of the Companies Act, 2013. There are no qualifications, reservations, adverse remarks, or disclaimers made by the Statutory Auditors, in their report.

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section

143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Boards Report.

Secretarial Auditor: During the year, the secretarial audit was carried out by Mr. Tushar Shridharani, Practicing Company Secretary having Membership No. FCS 2690 and COP No. 2190, in compliance with Section 204 of the Companies Act, 2013. The report of the Secretarial Audit for the financial year 2024-2025 is annexed to this report as Annexure IV. There are no qualifications, reservations, or adverse remarks made by the secretarial auditor in his report.

Cost Auditors: As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has maintained required cost accounts and records and has been carrying out audit of cost records of the Company. In terms of section 148 of the Companies Act, 2013 r/w Companies (Cost Records and Audit) Rules, 2014, the Company has appointed M/s. B.J.D Nanabhoy & Co., Cost Accountants, as the Cost Auditors of the company, having Firm Registration No. 000011 to conduct the Cost Audit for the financial year 2025-26. The Cost Auditor has given a Certificate to the effect that the appointment, if made, will be within the prescribed limits specified under Section 141 of the Companies Act, 2013. Further the remuneration payable to the cost auditor is placed before the Members for their ratification.

The Cost Audit Report for the financial year March, 2024 did not contain any qualification, reservation, adverse remark, or disclaimer, and the same has been filed with the Ministry of Corporate Affairs. The cost audit report for the year ending March, 2025 shall be filed in due course.

There has been no instance of fraud reported to the Audit Committee or Board of Directors by statutory auditor or secretarial auditor, or cost auditor under Section 143(12) during the financial year 2024-25.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace and 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 and the Rules framed thereunder including constitution of the Internal Committee.

Periodic sessions were also conducted to apprise employees and build awareness on the subject matter. All employees regardless of position or contractual status, i.e., permanent, short-term contract, visitors and casual employees are covered under this Policy.

During the year under review no complaint on sexual harassment was received.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees & Investments made during the financial year under the provisions of Section 186 of the Act have been disclosed in Notes to the Standalone Financial Statements forming an integral part of the Annual Report

PARTICULARS OF EMPLOYEES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each Director to the Median Remuneration of the Employees (MRE) and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is attached herewith as Annexure - V to this report

b) The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided on the request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

c) No Director of the Company, including its Managing Director and/or Whole Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, Annual Return of the Company is/ shall be available on the Companys website at https://godavaribiorefineries. com/our-company-investors

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid / unclaimed amount which is required to be transferred, under the provisions of the Act into the Investor Education and Protection Fund (IEPF) of the Government of India.

DISCLOSURE UNDER SECTION 43(A)(II) &

SECTION 54(1)(D) OF THE COMPANIES ACT, 2013

During the financial year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, no information as

required under Section 43(a)(ii) & Section 54(1)(d) of the Act read with applicable rules is required to be disclosed. Compliance with the Maternity Benefit Act, 1961

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made there under.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI).

OTHER DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any Bank or Financial Institution

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and cooperation by the Government Authorities, Banks, Financial Institutions, Ministry of Corporate Affairs, Reserve Bank of India and Depositories, Sugarcane Growers, Suppliers, Customers, Investors and finally to all its members for the trust and confidence reposed on the Company.

The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards to the operations of the Company.

For and on behalf of the Board of Directors
Date: 24th May, 2025	Samir S. Somaiya Chairman and Managing Director
Place: Mumbai	DIN - 00295458