Godrej Industries Ltd Directors Report

To the Members,

Your Companys Directors have pleasure in presenting the Boards Report along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

Review of Operations / Financial Summary

Your Companys performance during the Financial Year as compared with that during the previous Financial Year is summarized below:

	( in Crore)	( in Crore)
Particulars	2023-24	2022-23
Revenue from Operations	3,017.72	4,487.96
Other Income	94.81	69.00
Total Income	3,112.53	4,556.96
Total Expenditure other than Finance Costs and	2,645.78	3,767.80
Depreciation and Amortisation
Profit before Finance Costs, Depreciation and	466.75	789.16
Amortisation
Depreciation and Amortisation	86.88	78.96
Profit before Finance Costs, exceptional items and Tax	379.87	710.20
Finance Costs (net)	582.39	477.63
Exceptional Item	-	-
Profit / (Loss) before Tax	(202.52)	232.57
Provision for Current Tax	-	-
Provision for Deferred Tax	-	-
Net Profit / (loss)	(202.52)	232.57
Surplus brought forward	632.85	400.28
Profit after Tax available for appropriation	430.33	632.85
Appropriation
Dividend on Equity Shares	-	-
Tax on Distributed Profit	-	-
Transfer to General Reserve	-	-
Surplus Carried Forward	430.33	632.85

Share Capital

The Paid-up Equity Share Capital as on March 31, 2024, was 33,66,90,741/- (Rupees Thirty-Three Crore Sixty-Six Lakh Ninety Thousand Seven Hundred Forty-One Only) divided into 33,66,90,741 (Thirty-Three Crore Sixty-Six Lakh Ninety Thousand Seven Hundred Forty-One) Equity Shares of Face Value of 1/- (Rupee One Only) each. During the Financial Year under review, your Company has allotted 52,484 (Fifty-Two Thousand Four Hundred and Eighty-Four) Equity Shares of Face Value of 1/- (Rupee One Only) each pursuant to exercise of Options by the employees of the Company under Godrej Industries Limited - Employee Stock Grant Scheme, 2011 (ESGS 2011).

Debentures

Your Company has privately placed Non-Convertible Debentures of 1,400 Crore (Rupees One Thousand Four Hundred Crore Only) in tranches [1 tranche of 400 Crore (Rupees Four Hundred Crore Only) and 2 tranche of 500 Crore (Rupees Five Hundred Crore Only) each] during the Financial Year 2023-24, which are listed on the Wholesale Debt Segment of the National Stock Exchange of India Limited. Further, your Company is in compliance with the SEBI Circular having reference number SEBI/HO/DDHS/P/ CIR/2021/613 dated August 10, 2021, as may be amended, updated and modified from time to time.

As on March 31, 2024, your Company has outstanding in aggregate, Non-Convertible Debentures of 4,200 Crore (Rupees Four Thousand Two Hundred Crore Only). During the year under review, the Meetings of Debenture Holders of the Company for ISIN INE233A08030 and INE233A08048 were duly convened on December 18, 2023, to approve certain amendment(s) to the terms / conditions and other related matters thereto. Accordingly, the ISIN INE233A08030 and ISIN INE233A08048 stand suspended with effect from January 10, 2024, and new ISIN INE233A08105 and ISIN INE233A08097 stand listed on NSE from January 11, 2024, respectively.

The Non-Convertible Debentures of the Company issued under ISIN INE233A08105 stand redeemed and extinguished at maturity on April 26, 2024.

Dividend / Dividend Distribution Policy

Your Company has not declared Dividend for the Financial Year 2023-24. Further, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy of the Company is made available on the website of the Company and the same can be accessed on https://www.godrejindustries.com/investors/listing-compliance

Industry Structure and Development

The World Economic Outlook (WEO) forecasts global growth at 3.2% during 2024 and 2025, at the same pace as in 2023. A slight acceleration for advanced economies—where growth is expected to rise from 1.6% in 2023 to 1.7% in 2024 and 1.8% in 2025. The forecast for global growth five years from now at 3.1% is at its lowest in decades. Global inflation is forecast to decline steadily, from 6.8% in 2023 to 5.9% in 2024 and 4.5% in 2025, with advanced economies returning to their inflation targets sooner than emerging market and developing economies. Core inflation is generally projected to decline more gradually. The global economy has been surprisingly resilient, despite significant central bank interest rate hikes to restore price stability.

The Indian economy is projected to grow at 7.5% in 2024, the World Bank has said, revising its earlier projections for the same period by 1.2%. Overall, growth in South Asia is expected to be strong at 6.0% in 2024, driven mainly by robust growth in India and recoveries in other South Asian countries.

In India, inflation has remained within the Reserve Bank of Indias 2%-6% target range since a spike in mid-2023, and the policy rate has remained unchanged since February 2023. Food price inflation has been elevated, partly reflecting weak harvest due to El Nino effect.

Looking ahead, an expected normal south-west monsoon should support agricultural activity. Manufacturing is expected to maintain its momentum on the back of sustained profitability. Services activity is likely to grow above the pre-pandemic trend. Private consumption should gain steam with further pick-up in rural activity and steady urban demand. A rise in discretionary spending expected by urban households, as per the Reserve Banks consumer survey, and improving income levels augur well for the strengthening of private consumption.

Real Estate Sector

Indian residential real estate sector has been witnessing a strong turn-around of the sectoral landscape over the past two to three years. There has been substantial boost in both demand and pricing with higher consumer propensity towards paying a premium for a superior product proposition. With interest rate being stable, the home buying intent and sales momentum remained robust with FY24 being the best-ever year in terms of sales booking for the industry. Consolidation in the residential real estate sector has only accelerated over the last few years amid regulatory changes like demonetisation, RERA apart from NBFC liquidity crisis, leading to an increase in the market share of branded organized players such as your Company.

Agri Sector

Agriculture and allied sectors continue to remain one of the most important sectors of the Indian economy and is the main source of livelihood for ~55% of Indias population.

The agriculture and allied sectors have remained resilient throughout the pandemic and geopolitical conflicts and is estimated to have grown by 0.7% in Financial Year 2023-24, as per second advance estimates by Central Statistical Office (CSO).

Foodgrains production declined in kharif season due to de_cient and unevenly distributed rainfall (both spatially and temporally) along with depleting reservoir levels. Foodgrains production for 2023-24 is estimated at 3,093.5 lakh tonnes, 1.3% lower than the final estimates of last year (as per Second Advance estimates by CSO). Among major crops, the output of rice declined while that of wheat rose. Pulses production dropped with a sharp decline recorded during the kharif season. Among commercial crops, the output of oilseeds, cotton and sugarcane registered a sharp decline vis-?-vis last year.

Chemicals Sector

FY2023-24 was a difficult year for Oleochemicals industry. The Oleochemicals industry experienced robust growth in FY2022-23, but by mid-2023 started facing the headwind. Several chemical companies significantly revised their expectations downwards. Multiple factors contributed to the sluggish demand for chemicals globally, including a recession in Europe, inflation in the United States, and a smaller-than-expected rebound in demand from China. In addition, over-ordering in 2021 and 2022 resulted in high inventory levels, leading to months of destocking. Geopolitical issues like Russia-Ukraine war, Israel-Gaza conflict, Red Sea issue, reduction in volume of export, increase in transit time and increase in freight. All the above factors impacted the Chemicals industry.

Management Discussion and Analysis Report

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

Subsidiary and Associate Companies:

GODREJ AGROVET LIMITED (GAVL)

Godrej Agrovet Limited (GAVL) recorded consolidated revenue from operations of 9,561 Crore in FY24 as against 9,374 Crore in FY23. While the revenues were flat, FY24 augured well in terms of a strong resurgence in profitability. Profit before tax (including share of Profits from Associates) improved to 473 Crore as compared to 378 Crore in FY23.

This growth in profitability was primarily driven by exceptional performance of domestic crop protection business, structural turnaround of dairy business, market share gains in Animal Feed and robust volume & margin growth in branded products in our poultry business.

During the year, GAVL also commissioned Crude Palm Oil Refinery & Solvent Extraction Plant in Andhra Pradesh. GAVLs subsidiary, Astec LifeSciences Limited, will be commissioning a new state-of-the-art herbicide plant and is expected to be operational by end of Q1- FY25.

ANIMAL FEED BUSINESS

During the Financial Year 2023-24, the profitability of animal feed segment improved considerably by 31.2% over FY23 on account of higher volumes and realisations in cattle feed category and softened commodity prices. Cattle feed segment continued to record robust volume growth of 11% year-on-year through portfolio of new products launched over the last few years. Fish feed category also delivered strong volume growth of 19% year-on-year.

CROP PROTECTION BUSINESS

GAVLs Standalone crop protection business delivered a stellar performance during the year and segment profitability improved sharply and was 3.4 times of FY23. Segment revenue also improved significantly and was higher by 37% year-on-year. Sales growth and improvement in margin profile was led by in-house and in-licensed product portfolio. The segment achieved substantial improvement in working capital position with continued focus on channel hygiene during the year.

VEGETABLE OIL BUSINESS

Segment revenues and margins were adversely impacted by lower end-product prices. Average prices for crude palm oil and palm kernel oil fell by 20% and 28% year-on-year which constrained growth in revenue and profitability. While revenue was lower by 6% year-on-year, segment margins were lower by 30% over high base of FY23.

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

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

GODVET AGROCHEM LIMITED

Godvet Agrochem Limited ("Godvet") is a wholly owned subsidiary of GAVL. During the Financial Year 2023-24, Godvet recorded Profit Before Tax of 1.41 Crore as compared to Profit Before Tax of 0.99 Crore in the Financial Year 2022-23.

ASTEC LIFESCIENCES LIMITED

Astec LifeSciences Limited ("Astec"), manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 24 countries. During the Financial Year 2023-24, Astec recorded consolidated total income of 463.82 Crore as compared to 641.22 Crore in the previous year. For the year under review, Astec reported a loss of 61.74 Crore before exceptional items and tax as compared to a profit of 34.95 Crore in the previous year. Decline in total income and profitability in Financial Year 2023-24 was attributable to unprecedented drop in volumes as well as realisations in respect of key enterprise products.

GAVL holds 64.8% of the total Paid-up Equity Share Capital of Astec as on March 31, 2024.

CREAMLINE DAIRY PRODUCTS LIMITED

Creamline Dairy Products Limited ("CDPL") is one of the leading private dairy companies in southern India and its products are sold under the brand name ‘Godrej Jersey. During the Financial Year 2023-24, CDPL achieved significant turnaround in its profitability and recorded a profit of 10.73 Crore as compared to a loss of 56.27 Crore in the previous financial year. The significant improvement in profitability was led by operational efficiencies and favourable milk spread. Revenues for the year at 1,576.69 Crore were higher by 5% over previous year.

GODREJ TYSON FOODS LIMITED

Godrej Tyson Foods Limited ("GTFL") is engaged in the manufacturing of processed poultry and vegetarian products through its brands Real Good Chicken and Yummiez. GTFL is also engaged in the sale of live birds in the market. GAVL currently holds a 51.00% equity stake in GTFL. During the Financial Year 2023-24, GTFL has achieved excellent growth in profitability and recorded a profit before exceptional items & tax of 49.87 Crore vis-?-vis 13.20 Crore in the previous financial year. Growth in profitability was primarily due to sustained operational efficiencies and consistent performance in branded products.

GODREJ CATTLE GENETICS PRIVATE LIMITED

Godrej Cattle Genetics Private Limited ("GCGPL" formerly known as Godrej Maxximilk Private Limited) is engaged in in-vitro production of high-yielding cows that aid dairy farmers produce top-quality milk, thereby increasing their yield significantly. GCGPL is a 100% owned subsidiary of GAVL. For the Financial Year 2023-24, GCGPL has reported a Loss Before Tax of (5.34 Crore) as compared with a Loss Before Tax of (4.70 Crore) in the previous year.

Joint Venture of GAVL:

ACI GODREJ AGROVET PRIVATE LIMITED, BANGLADESH

Godrej Agrovets 50:50 joint venture with Advanced Chemical Industries Limited (ACI), Bangladesh, named ACI Godrej Agrovet Private Limited ("ACIGAVPL"). ACIGAVPL recorded revenues of 1,954.02 Crore during the Financial Year 2023-24 as compared to 1,946.70 Crore during Financial Year 2022-23. ACIGAVPL continues to remain amongst top players in all the feed categories it operates in Bangladesh.

GODREJ PROPERTIES LIMITED (GPL)

OVERVIEW OF OPERATIONS

Godrej Properties Limited (GPL) delivered another record year in FY 2023-24 by achieving the highest sales in its history, surpassing the industry growth. This was driven by continued focus across bringing better products with consumer centric approach, delivering best in class quality consistently and enhancing customers trust on the brand.

GPL achieved a sales volume of 20 million square feet and booking value of 22,527 Crore in FY 2023-24, resulting in a growth of 84% Year-on-Year. This is the highest ever annual sales reported by a listed developer in India until date.

GPL launched 26 new projects / phases in FY 2023-24, of which, 4 projects namely Godrej Zenith (NCR), Godrej Reserve (MMR), Godrej Aristocrat (NCR) and Godrej Tropical Isle (NCR), achieved booking value of more than 2,000 Crore each on launch. These remained amongst the most successful residential project launches for GPL.

GPL added ten new projects with saleable potential of around 18.93 million sq. ft. to its portfolio during the year, 4 in NCR, 2 each in Bengaluru and Hyderabad, 1 in Kolkata and 1 in Nagpur.

On the operational front, GPL successfully delivered ~12.5 million sq. ft across projects. With this, GPL has now successfully delivered ~47 million sq. ft. since FY 2018. The Companys delivery record demonstrates its ability to operate at a large scale and keep pace with accelerating sales. Separately, GPL focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

GPL, among the most respected real estate developers in India, received 96 awards in FY24. Accolades include Euromoneys Global Real Estate Awards 2023 (Winner - Best Residential Developer – India), India Workplace Equality Index 2023 (Silver Winner – Top Employer), Asia Money Outstanding Company Poll, 2023 (Joint Winner - Outstanding Companies: Real estate category), Aon NASSCOM DEI Champions Award 2023 (Winner – DEI Champion - LGBTQIA+, Non –Tech), Bombay Chambers DEI Awards 2023 (Winner – LGBTQIA+ Inclusion).

For the financial year under review, on a consolidated basis, GPLs total income stood at 4,334 Crore,

EBITDA was 1,197 Crore and net profit after tax and minority interest of 725 Crore.

PROSPECTS AND OUTLOOK

Indian residential real estate sector has been witnessing a strong turn-around of the sectoral landscape over the past two to three years. There has been substantial boost in both demand and pricing with higher consumer propensity towards paying a premium for a superior product proposition. With interest rate being stable, the home buying intent and sales momentum remained robust with FY24 being the best-ever year in terms of sales booking for the industry. Home buying is long-term asset where a strong affordability and financial strength (which is still better than pre-Covid levels) shall supersede the natural rate-cycle, especially if demand is driven by self-consumptions.

Consolidation in the residential real estate sector has only accelerated over the last few years amid regulatory changes like demonetisation, RERA apart from NBFC liquidity crisis, leading to an increase in the market share of branded organized players such as GPL. Given the pace of urbanization, rising per capita disposable incomes, and income distribution shifting from pyramid to diamond shape, GPL remains optimistic about the long-term prospects in real estate. Consumer sentiments have remained robust, which will result in a multi-year residential real estate upcycle, provided price increase is disciplined. GPL is poised for a high growth trajectory with a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities.

In post pandemic era, the customer focus on product proposition and quality is strongest ever. Increasingly, there has been disproportionate focus by the large organised developers on better design as per customer preference, best in class experience and superior quality.

GPL shall seek to drive profitability, improve customer experience, and continue to adopt digital technologies. Moreover, operational momentum for your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline.

GODREJ CONSUMER PRODUCTS LIMITED (GCPL)

Godrej Consumer Products Limited (GCPL) is a leading emerging markets company. As part of the 127-year young Godrej Group, the company is fortunate to have a proud legacy built on the strong values of trust, integrity, and respect for others. At the same time, its growing fast and has exciting, ambitious aspirations. GCPL ranks among the largest Household Insecticide and Hair Care players in emerging markets. In Household Insecticides, it is the leader in India and Indonesia and is expanding its footprint in Africa. GCPL is the leader in serving the Hair Care needs of women of African descent, the number one player in Hair Colour in India and Sub-Saharan Africa, and among the leading players in Latin America. It ranks number two in Personal Wash and Hygiene in India and is the number one player in Air Fresheners in India and Indonesia and Wet Tissues in Indonesia. GCPL is confident that with its clear strategic focus, differentiated product portfolio, superior execution, and an agile and high-performance culture, it will continue to deliver industry leading results in the future.

GODREJ CAPITAL LIMITED (GCL)

Godrej Capital Limited (GCL), a subsidiary of your Company, is a Non-Banking Finance Company – Core Investment Company (NBFC-CIC) (exempt from registration). In FY 2022-23, post requisite approvals, Godrej Housing Finance Limited (GHFL), a Non-Banking Finance Company – Housing Finance Company and Godrej Finance Limited (GFL), a Non-Banking Finance Company became wholly owned subsidiaries of GCL. The Consolidated Total Income of GCL for FY 2023-24 is 889 Crore as compared to 346 Crore in the previous year.

Other Subsidiaries

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

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

FY 2023-24 began with an expectation of the drought related weather phenomenon called EL Nino predicted for South East Asia. Prices of palm and vegetable oils rose on this expectation during the first half of the year. The actual EL Nino turned out to be very mild and had very little impact on the production of palm oil during 2023, as a result, prices declined. However, from the end of February 2024, prices began to strengthen as greater demand for biofuels and slower production of palm oil made an impact. Our companies suffered lower turnover and profitability during the period of flat prices in most of 2023. They recovered somewhat in the final weeks of the year as they correctly predicted the onset of a new bull market. The environment remains challenging for small commodity traders as more business tends to be concentrated either in the hands of large plantation linked companies or giant multi-national traders.

Financial Position

The Net Debt Position at the end of the Financial Year stands at 7,241 Crore as compared to 6,009 Crore in the previous year. Your Company continues to hold the topmost rating of [ICRA] A1+ from ICRA

& "CRISIL A1+" from CRISIL for its commercial paper program (3,500 Crore) (previous year 2,500 Crore). Instruments with these ratings are considered to have very strong degree of safety regarding timely payment of financial obligations. Such securities carry lowest credit risk. For the Non-Convertible Debentures (NCD) programme of 4,750 Crore (previous year 5,000 Crore).

CRISIL has assigned "CRISIL AA" and ICRA has assigned "ICRA AA" with stable outlook. This rating is considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk. ICRA has also reaffirmed an [ICRA] A1+ / AA(Stable) rating for our short term/long term banking facilities (2,140 Crore), (previous year 2,140 Crore).

Report on Performance and Financial Position of Subsidiary Companies:

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

Loans, Guarantees & Investments

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments by the Company under the aforesaid provisions during the Financial Year 2023-24, have been provided in the Notes to the Standalone Financial Statements.

Related Party Transactions

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

All Related Party Transactions entered into by your Company during the Financial Year 2023-24, were on an arms length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Section 134(3)(h) and Section 188 of the Companies Act, 2013 read with the Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Attention of Members is also drawn to the disclosure of transactions with related parties set out in Note No.41 of Standalone Financial

Statements, forming part of the Annual Report. None of the Directors had any pecuniary relationships or transactions vis-?-vis the Company. Further, the Company has not entered into any transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company during the Financial Year 2023-24.

Manufacturing Facilities

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

Your Company continues to invest in Research and Development to drive innovation and sustainability. The Nadir Godrej Centre for Science, Technology and Applications Research ("NGSTAR") is a testament to our commitment. Equipped with advanced analytical instruments and best-in-class safety features, NGSTAR facilitates innovation, product development, and strengthens our commitment to green and sustainable practices under our Green, Efficient, and Milder (GEM) strategy at the Ambernath facility, leveraging cutting-edge technology.

Our dedication to safety and sustainability is deeply ingrained in our operations. At GIL Chemicals, safety is paramount, and we have implemented the "Aim for Zero" initiative to foster a safety-first environment.

Our efforts to enhance production capabilities and expand our product portfolio remain ongoing. We recently commissioned a new 5TPH Sulphonation Plant, inaugurated the AOS Needle unit at Ambernath and AOS Facility at Valia, and erected and commissioned our Alkyl

The majority of our C16-C18 alcohol grades are covered under COSMOS certification. The certification helps labelling the product as natural or organic. The majority of the finished products at both locations are Kosher certified, HALAL certified and some are also REACH registered to meet the EU regulation. We have registered our 12 products majorly fatty alcohol and Behenic acid for China NMPA (National Medical Products Administration).

Additionally, we have undergone third-party verification audits for energy, GHG emissions, water, and waste at both Valia and Ambernath units. Our commitment to sustainability extends beyond our operations to global initiatives. We are proud to be part of the Roundtable on Sustainable Palm Oil (RSPO) and Action of Sustainable Derivatives (ASD), enabling sustainable production and sourcing of palm oil derivatives. Our dedication has significantly improved our Palm Oil Buyers Scorecard 2024 rating, reaching 13.47 out of 24. Our journey towards a better, greener future continues.

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

Research and Development (R&D)

R&D has continued its quest for innovations with sustainability and Green as important pillars. Many new concept ingredients/blends with multiple applications are introduced, thus securing newer avenues and customers for existing as well as new product ranges. Our applications target areas are also widened to include Food & Beverages, Paints and Coatings, Agricultural besides the earlier existing sectors of Home & Personal Care, Metal working fluids, Oil & Gas etc.

In collaborative efforts with some excellent research institutes of Council of Scientific & Industrial Research (CSIR), we also have associated with some industrial experts in different applications areas and some industrial partners for fostering the innovation efforts. Our emphasis on Green and Sustainable products was further strengthened by extensive research in Fermentation technology and Biocatalysis. We also are developing our flow chemistry and mechanochemistry lab in terms of manpower and technology resources. Our effort is to convert our batch chemical processes to either continuous processes or green processes, wherever possible, over the next 5 years. This will be highly sustainable due to better yields, better throughputs, low process temperatures, better kinetics and lower impurities. The optimization and standardizing of these will be a challenging task. For Sophorolipid, we are trying to develop applications with use case studies and more marketing efforts with focused customers. New products in the Probiotics and prebiotics space are also being researched.

Human Resource Development and Industrial Relations

Throughout the review period, positive industrial relations prevailed across all plant locations. Our ongoing commitment to workers welfare was evident through the creation of a supportive work environment using various approaches. Proactive measures, including the Grievance Handling Mechanism, were implemented to address workers diverse needs effectively.

In terms of Human Resource Development, initiatives were undertaken to engage employees and enhance their performance. We provided innovative learning platforms, utilizing both digital and classroom methods, to facilitate continuous growth and development. Concurrently, we prioritized the health and wellbeing of our workforce, organizing sessions and webinars focusing on mental and physical wellness. Efforts to strengthen our organizational culture were underscored by amplifying the voices of employees and stakeholders and undertaking necessary actions based on feedback.

Consistent and transparent leadership communication played a pivotal role in cultivating a high-performance culture throughout the year. Additionally, employee contributions were duly acknowledged and celebrated in various internal and external forums. These collective endeavors aimed to bolster employee motivation, enrich their experience, and ultimately drive exceptional business outcomes.

As of March 31, 2024, the total number of employees in our company was 1,050.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report highlighting your Companys sustainability initiatives is hosted on the website of the Company at https://www.godrejindustries.com/investors/ annual-reports. The Report describes the initiatives taken by the Company from an environmental, social, sustainability and governance perspective.

Employee Stock Grant Scheme 2011 (ESGS)

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

The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESGS 2011. The Board of Directors confirm that the ESGS 2011 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members. The Board further confirms that there have been no changes in the ESGS 2011 Scheme during the Financial Year 2023-24. The Certificate, obtained from M/s. A.N. Ramani & Co LLP, Practising Company Secretary in this regard, shall be kept open for inspection by the Members at / during the ensuing 36^th (Thirty Sixth) Annual General Meeting.

Fixed Deposits

The details of deposits covered under Chapter V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2023-24 are as follows:

Sr.	Particulars	Details
No.		( in Crore)
(i)	Deposits accepted during the Year	Nil
(ii)	Deposits remained unpaid or unclaimed during the Year:	0.00*
	Matured Deposits with the Company
(iii)	Whether there has been any default in repayment of deposits or payment of interest
	thereon during the Year and if so, number of such cases and total amount involved:
	a. At the beginning of the Year:	Nil
	b. Maximum during the Year:	NIl
	c. At the end of the Year:	Nil
(iv)	Details of deposits which are not in compliance with the requirements of Schedule V	Nil
	of the Companies Act

*negligible

Your Company is currently not accepting public deposits and has not accepted any deposits from its Directors during the Financial Year 2023-24.

Directors

(a) Appointment / Retirement of Whole Time Directors

Mr. Nitin Nabar, "Executive Director and President (Chemicals)" superannuated from directorship of the Company with effect from close of business hours on April 30, 2024.

During the year under review, upon recommendation of the Nomination and Remuneration Committee of the Board of Directors, the Board of Directors approved the appointment of Mr. Vishal Sharma, Chief Executive Officer – GIL Chemicals, as the "Whole Time Director" [Additional Director (Executive, Non-Independent Director)] of the Company, designated as the "Executive Director & Chief Executive Officer (Chemicals)", with effect from May 1, 2024 up to March 31, 2027, subject to approval of Shareholders of the Company.

Necessary resolution for regularisation of his directorship is being moved through Postal Ballot for the approval of the Shareholders, the results of which will be declared on or before June 26, 2024.

The Nomination and Remuneration Committee and the Board of Directors of the Company at their Meetings held on May 17, 2024, have approved the re-appointment of Ms. Tanya Dubash (DIN: 00026028) as the "Whole Time Director" of the Company, to be designated as "Executive Director and Chief Brand Officer", who will hold the office for a period of 3 (Three) years commencing from April 1, 2025, up to March 31, 2028, subject to approval of the Shareholders of the Company.

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

Mr. Jamshyd Godrej, Non-Executive Non-Independent Director (DIN: 00076250) resigned from directorship of the Company having attained the age of 75 (Seventy-Five) years with effect from January 24, 2024.

The Nomination and Remuneration Committee and the Board of Directors of the Company at their Meetings held on May 17, 2024, have approved the re-appointment of Ms. Monaz Noble (DIN: 03086192) as the Independent Director (Non-Executive Director) of the Company for her second term starting from May 1, 2025 upto April 30, 2030.

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

(c) Directors liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Companys Articles of Association, Mr. Pirojsha Godrej, Non-Executive Non-Independent Director (DIN: 00432983) of the Company is liable to retire by rotation at the ensuing 36^th (Thirty Sixth) AGM, and being eligible, has offered himself for re-appointment.

(d) Resolutions to be passed at the ensuing AGM

Appropriate resolutions for re-appointment of Ms. Tanya Dubash (DIN: 00026028) as the Whole Time Director of the Company, Ms. Monaz Noble (DIN: 03086192) as the Independent Director of the Company and Mr. Pirojsha Godrej (DIN: 00432983), Director liable to retire by rotation are being moved at the ensuing 36^th (Thirty Sixth) AGM, which the Board recommends for your approval.

(e) Composition of Board of Directors

As on the date of this Boards Report, i.e., as on May 17, 2024 your Companys Board of Directors comprises of the following Directors:

Name of the Director	Director Identification	Category
	Number (DIN)
Mr. Nadir Godrej	00066195	Chairman & Managing Director
Mr. Pirojsha Godrej	00432983	Non-Executive Non-Independent Director
Ms. Tanya Dubash	00026028	Executive Director & Chief Brand Officer
Mr. Vishal Sharma	00085416	Executive Director & Chief Executive Officer
		(Chemicals)
Mr. Mathew Eipe	00027780	Non-Executive Independent Director
Dr. Ganapati Yadav	02235661	Non-Executive Independent Director
Ms. Monaz Noble	03086192	Non-Executive Independent Director
Ms. Shweta Bhatia	03164394	Non-Executive Independent Director
Mr. Sandeep Murthy	00591165	Non-Executive Independent Director
Mr. Ajaykumar Vaghani	00186764	Non-Executive Independent Director

(f) Declaration of Independence from Independent Directors

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of provisions of Section 134(3)(d) of the Companies Act, 2013, the Board of Directors of your Company have taken note of these declarations of independence received from all the Independent Directors and have undertaken due assessment of the veracity of the same. The Board of Directors is of the opinion that the Independent Directors of your Company possess requisite qualifications, experience, expertise (including pro_ciency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

(g) Board Meetings

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

5 (Five) Meetings of the Board of Directors were held during the Financial Year 2023-24 (i.e. on May 19, 2023, August 11, 2023, October 25, 2023, November 8, 2023, and February 9, 2024). The maximum gap between two Board Meetings did not exceed 120 (One Hundred and Twenty) days. The details of Board Meetings and the attendance record of the Directors are provided in the Report on Corporate Governance section of the Annual Report.

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

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

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

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

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

Individual Committees;

Individual Board Members; the Chairperson and

Declaration of independence from Independent Directors

The criteria for Board processes included Board composition, strategic orientation and team dynamics.

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

The following reports were created as part of the evaluation:

Board Feedback Report;

Individual Board Member Feedback Report;

Chairmans Feedback Report

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

The overall Board and Committee Feedback Report was tabled in NRC meeting and insights were noted to further improve board effectiveness. Individual Board Member feedback was shared separately with respective directors.

(i) Nomination and Remuneration Policy

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

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

Board Appointment Policy - Godrej Industries Limited (the "Company")

The Company is committed to equality of opportunity in all aspects of its business and does not discriminate on the grounds of nationality, race, colour, religion, caste, gender, gender identity or expression, sexual orientation, disability, age or marital status.

The Company recognises merit and continuously seeks to enhance the effectiveness of its Board. The Company believes that for effective corporate governance, it is important that the Board has the appropriate balance of skills, experience and diversity of perspectives.

Board appointments will be made on merit basis and candidates will be considered against objective criteria with due regard for the benefits of diversity on the Board. The Board believes that such merit-based appointments will best enable the Company to serve its stakeholders.

The Board will review this Policy on a regular basis to ensure its effectiveness.

Talent Management and Succession Planning

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

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

Total Rewards Philosophy

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

TOTAL REWARDS PHILOSOPHY

GODREJ INDUSTRIES LIMITED (the "Company")

Our Total Rewards Framework aims at holistically utilizing elements such as fixed and variable compensation, long-term incentives, benefits and perquisites and non-compensation elements (career development, work life balance and recognition).

Highlights

The rewards framework offers flexibility to customize different elements, on the basis of need. It is also integrated with our performance and talent management processes and is designed to ensure sharply differentiated rewards for our best performers.

The total compensation for a given position is influenced by three factors: position, performance and potential. As a broad principle, for our high performers and potential employees, we strive to deliver total compensation between 66^th to 75^th percentile of the market for senior leadership.

Total Compensation

The total compensation has three components:

1. ‘Fixed Compensation comprises of basic salary and retirement benefits, like provident fund and gratuity.

2. ‘Flexible Compensation is a fixed pre-determined component of the compensation.

3. Variable Compensation consists of

Performance Linked Variable Remuneration - Rewards one for delivering superior business results and individual performance in the year. It is designed to provide significant upside earning potential without cap for over-achieving business results. It has a ‘Collective component, which is linked to the achievement of specified business results, measured by relevant metrics, relative to the target set for the given financial year and an ‘Individual component, based on the performance, as measured by the performance management process.

Long Term Incentives – These rewards select employees for their continued contribution to long term success of the company. These are granted in the form of ESGS (Employee Stock Grant Scheme) and other business performance linked long term incentives. ESGS grants are awarded to select senior employees basis criticality and performance.

(j) Familiarisation Programmes

Familiarisation programme for the Independent Directors was conducted during the Financial Year 2023-24. Apart from this, business presentations were made by the Management to the Independent Directors. The details of familiarization programmes pursuant to Regulation 25(7) of the Listing Regulations is uploaded on the Companys website, viz. https://www.godrejindustries.com/investors/ listing-compliance.

Key Managerial Personnel

There have been no changes in the Key Managerial Personnel of the Company during the Financial Year 2023-24.

Details of Directors / Key Managerial Personnel who were appointed or have resigned during the Financial Year 2023-24

Name of the Director	Date of appointment / resignation / retirement
Mr. Jamshyd Godrej	Resigned from directorship of the Company having attained the age of 75 (Seventy-Five) years with effect from January 24, 2024.

Auditors and AuditorsRS. Report Statutory Auditors

The Audit Committee and the Board of Directors at their Meetings held on May 27, 2022 had approved and recommended appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No: 104607W/W100166) as the Statutory Auditors of the Company to hold office from the conclusion of the 34^th (Thirty Fourth) AGM, till the conclusion of the 39^th (Thirty Ninth), at a remuneration as may be decided by the Board of Directors. Their appointment was approved by the Shareholders of the Company at the last 34^th (Thirty Fourth) AGM held on August 12, 2022. The Statutory Auditors Report on the Financial Statements for the Financial Year ended on March 31, 2024, does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 000010) were appointed by the Board of Directors as the Cost Auditors of the Company for all the applicable products pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year 2023-24. They are required to submit the report within 180 (One Hundred and Eighty) days from the end of the accounting year.

Further, upon recommendation of the Audit Committee, the Board of Directors at their Meetings held on May 17, 2024, have approved re-appointment of M/s. R. Nanabhoy & Co., Cost Accountants, being eligible, as the Cost Auditors of the Company for the Financial Year 2024-25 at a remuneration of 4,63,450/- (Rupees Four Lakh Sixty Three Thousand Four Hundred Fifty Only) plus applicable taxes and reimbursement of out of pocket expenses, subject to ratification of the said remuneration by the Members at the ensuing 36^th (Thirty Sixth) Annual General Meeting pursuant to Section 148 of the Companies Act, 2013.

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

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Companys Board of Directors had appointed M/s. A. N. Ramani & Co LLP., Practicing Company Secretaries (Firm Registration No. L2024MH015700), to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report issued by M/s. A. N. Ramani & Co LLP., Secretarial Auditors for the Financial Year ended March 31, 2024, is annexed herewith marked as ‘Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report of Godrej Capital Limited, being material unlisted subsidiary of your Company is annexed herewith marked as ‘Annexure B1 to this Report in compliance with provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Vigil Mechanism / Whistle Blower Policy

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

Committees of Board of Directors (a) Audit Committee

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Listing Regulations, your Company has constituted an Audit Committee of the Board of Directors. The composition of the Audit Committee during the Financial Year 2023-24 was as under:

Name of the Member	Designation
Mr. Mathew Eipe	Chairperson (Independent Director)
Mr. Nitin Nabar$	Member [Executive Director & President (Chemicals)]
Ms. Monaz Noble	Member (Independent Director)
Dr. Ganapati Yadav	Member (Independent Director)
Mr. Sandeep Murthy	Member (Independent Director)
Mr. Vishal Sharma^	Member [Executive Director & Chief Executive Officer (Chemicals)]

$ Mr. Nitin Nabar retired as Director of the Company with effect from close of business hours on April 30, 2024.

^Appointed as a Member with effect from May 1, 2024.

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. All observations and recommendations made by the Audit Committee to the Board of Directors, were duly noted and accepted by the Board. 4 (Four) Meetings of the Audit Committee were held during the Financial Year 2023-24 (i.e., May 19, 2023, August 11, 2023, November 8, 2023, and February 9, 2024).

(b) Risk Management Committee

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

The composition of the Risk Management Committee during the Financial Year 2023-24 was as under:

Name of the Member	Designation
Mr. Nadir Godrej	Chairperson (Chairman & Managing Director)
Mr. Nitin Nabar$	Member [Executive Director & President (Chemicals)]
Mr. Mathew Eipe	Member (Independent Director)
Dr. Ganapati Yadav	Member (Independent Director)
Name of the Member	Designation
Mr. Clement Pinto	Member (Chief Financial Officer)
Mr. Vishal Sharma^	Member [Executive Director & Chief Executive Officer (Chemicals)]

$ Mr. Nitin Nabar retired as Director of the Company with effect from close of business hours on April 30, 2024.

^Appointed as a Member with effect from May 1, 2024.

3 (Three) Meetings of the Risk Management Committee were held during the Financial Year 2023-24 (i.e., May 19, 2023, October 25, 2023, and February 9, 2024).

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

(c) Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee of the Board of Directors. The composition of the Corporate Social Responsibility Committee during the Financial Year 2023-24 was as under:

Name of the Member	Designation
Mr. Nadir Godrej	Chairperson (Chairman & Managing Director)
Ms. Tanya Dubash	Member (Executive Director & Chief Brand Officer)
Mr. Nitin Nabar$	Member [Executive Director & President (Chemicals)]
Mr. Mathew Eipe	Member (Independent Director)
Mr. Vishal Sharma^	Member [Executive Director & Chief Executive Officer (Chemicals)]

$ Mr. Nitin Nabar retired as Director of the Company with effect from close of business hours on April 30, 2024.

^Appointed as a Member with effect from May 1, 2024.

1 (One) Meeting of the Corporate Social Responsibility Committee was held during the Financial Year 2023-24 (i.e. on February 9, 2024).

Areas of CSR Expenditure:

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

The CSR Policy of your Company is available on the website of the Company viz. www.godrejindustries.com.

Amount of CSR Spending and Annual Report on CSR Activities:

During the Financial Year 2023-24, your Company was not required to spend towards CSR activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Annual Report on CSR Activities of your Company for the Financial Year 2023-24 is annexed herewith as "Annexure C".

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

We are dedicated to fostering an environment where employees can collaborate without facing any form of sexual harassment, exploitation, or intimidation. Our commitment to preventing sexual harassment at the workplace is reflected in the reinforcement of our existing policy. Each employee is briefed on the companys staunch stance against sexual harassment, emphasizing that such behaviour is not only unlawful but also contrary to the principles of our Godrej Group.

To enhance awareness regarding workplace harassment, we have implemented an online training module accessible to all employees, along with in-person sessions conducted across our various facilities. These training sessions cover legislative updates, details regarding the Internal Complaints Committee, and procedures for addressing grievances.

In line with legal requirements, we have established two distinct committees—one overseeing the Head Office, Maharashtra factories, and branches across India, and the other specifically for the Valia factory in Gujarat. Ms. Divya Murthy presides over both committees. While the law applies primarily to female employees, our company policy extends protection to all employees and premises nationwide.

To facilitate the reporting and tracking of complaints related to sexual harassment, we have introduced an online platform called "Conduct." Despite no complaints being filed during the review period, we remain vigilant in our compliance efforts. As per Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the committee has prepared a report indicating zero complaints received.

DirectorsRS. Responsibility Statement

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

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

a) In the preparation of the annual accounts for the Financial Year 2023-24, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e. March 31, 2024) and of the profit and loss of the Company for that period (i.e. the Financial Year 2023-24);

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

d) The Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2024 on a going concern basis;

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

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

Corporate Governance

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

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

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

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

Annual Return

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

Managerial Remuneration and Remuneration Particulars of Employees

The remuneration paid to Executive Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2023-24 was in accordance with the Nomination and Remuneration Policy of the Company.

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

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

Material changes and commitments since the Financial Year end

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the March 31, 2024, and the date of this Boards Report (i.e. May 17, 2024).

Fraud Reporting

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

Policies of the Company

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

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

Name of the Policy		Brief Particulars of the Policy
Risk Management Policy		The Company has in place, a Risk Management Policy which is framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks.
Corporate Social		The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the
Responsibility Policy		Board and the Board has approved a Corporate Social Responsibility Policy (CSR Policy), which outlines the Companys strategy to bring about a positive impact on society through various CSR activities and programmes.
Policy for determining Material Subsidiaries		This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)
		(c) and Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has the following Material
		Subsidiaries as on March 31, 2024:
		1) Godrej Properties Limited (Listed Subsidiary)
		2) Godrej Agrovet Limited (Listed Subsidiary)
		3) Godrej Capital Limited (Unlisted Subsidiary)
Nomination and Remuneration Policy		This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
Whistle Blower Policy / Vigil Mechanism		Your Company has a Vigil Mechanism / Whistle Blower Policy which provides adequate safeguards against victimization of persons who use Whistle Blower mechanism and make provision for direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
Anti-Sexual Harassment Policy		Your Company has in place an Anti-Sexual Harassment Policy, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
Policy on Materiality of		This Policy regulates all transactions between the Company and its Related Parties.
Related Party Transaction and dealing with Related
Party Transaction
Code of Conduct for the Board of Directors and Senior Management		Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed.
Personnel
Code of Conduct for		This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with
Insider Trading		Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
Policy on Criteria for		This Policy applies to disclosures of material events affecting the Company. This Policy
determining Materiality of		warrants disclosure to investors and has been framed in compliance with the requirements
Events		of Regulation 30 of the Listing Regulations.
Policy for Maintenance		The purpose of this Policy is to specify the type of documents and time period for preservation
and Preservation of		thereof based on the classification mentioned under Regulation 9 of the Listing Regulations.
Documents		This Policy covers all business records of the Company, including written, printed and
		recorded matter and electronic forms of records.
Name of the Policy	Brief Particulars of the Policy
Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, your Company is required to disclose on its website, all such events or information which have been disclosed to the Stock Exchanges where the securities of the Company are listed.
	Further, such disclosures shall be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter as per Archival Policy of the Company.
Dividend Distribution	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus
Policy	of the Company is to have a Policy on distribution of dividend so that the investor may know
	as to when and how much dividend they may expect.

Disclosures as per the Companies (Accounts) Rules, 2014

Change in nature of business, if any	None
Names of Companies which have become or have	None
ceased to be its Subsidiaries, Joint Ventures or
Associate Companies during the Financial Year
2023-24
Details of Significant and Material Orders passed	During the Financial Year 2023-24, there were no significant
by the Regulators or Courts or Tribunals, impacting	and material orders passed by the regulators or Courts or
the going concern status and the CompanyRS.s opera-	Tribunals which could adversely impact the going concern
tions in future	status of the Company and its operations in future.

Secretarial Standards

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

Transfer to Investor Education and Protection Fund

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, 6,88,591/- (Rupees Six Lakh Eighty Eight Thousand Five Hundred Ninety One Only) unpaid / unclaimed dividends and 25,718 (Twenty Five Thousand Seven Hundred and Eighteen) Equity Shares were transferred during the Financial Year 2023-24 to the Investor Education and Protection Fund (IEPF).

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company. The same can be accessed on www.godrejindustries.com. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 11, 2023 (date of last AGM) on the Companys website which can be accessed on www.godrejindustries.com and of the Ministry of Corporate Affairs website at www.iepf.gov.in.

Depository System

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2024, 99.93% of the Equity Shares of your Company were held in demat form.

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

Listing

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The applicable annual listing fees have been paid to the Stock Exchanges before the due dates. The Equity Shares of your Company were not suspended from trading on BSE and NSE at any point of time during the Financial Year 2023-24.

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

Disclosure Requirement in accordance with Regulation 30(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule III to the Regulations

The Company has been informed by way of a family letter dated April 30, 2024, issued jointly by Mr. Adi Godrej (ABG), Mr. Nadir Godrej (NBG), Mrs. Smita Vijay Crishna (SVC) and Mr. Jamshyd Godrej (JNG) that the Godrej Family Members have entered into a Family Settlement Agreement and a brand & non-compete agreement on April 30, 2024. The Company is not a party to these agreements. The settlement contemplates a realignment of inter alia the shareholding of the Company, subject to applicable regulatory approvals. Pursuant to the realignment, the management and control of the Company will continue with the ABG / NBG family, and the JNG / SVC family will not be involved in the management and operations of the Company. Currently, there are no members of the JNG / SVC Family who are directors on the Board of Directors of the Company. The weblink to access detailed public intimation in this regard is as under: https://www.godrejindustries.com/public/uploads/listing_compliance/GILReg30FSAF.pdf

Additional Information

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

Designated Person to provide information to Registrar

In accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014 as amended vide the Companies (Management and Administration) Second Amendment Rules, 2023, and such other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, the Company Secretary of the Company is the deemed ‘Designated Person and has been authorized for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to Beneficial Interest in shares of the Company.

Acknowledgement

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