Godrej Industries Ltd Directors Report

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

Share Capital

The Paid-up Equity Share Capital as on March 31, 2025, was Rs.33,67,52,089/- (Rupees Thirty-Three Crore Sixty-Seven Lakh Fifty-Two Thousand and Eighty-Nine Only) divided into 33,67,52,089 (Thirty-Three Crore Sixty-Seven Lakh Fifty-Two Thousand and Eighty-Nine) Equity Shares of Face Value of Rs.1/- (Rupee One Only) each. During the Financial Year under review, your Company has allotted 61,348 (Sixty-One Thousand Three Hundred and Forty-Eight) Equity Shares of Face Value of Rs.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 Rs.1,500 crore (Rupees One Thousand Five Hundred Crore) in tranches [3 Tranches of Rs.500 crore (Rupees Five Hundred Crore Only) each] during the Financial Year 2024-25, which are listed on the Wholesale Debt Segment of the National Stock Exchange of India Limited. The Non-Convertible Debentures amounting to Rs.750 crore (Rupees Seven Hundred and Fifty Crore Only) issued by the Company under ISIN INE233A08105 stand redeemed and extinguished at maturity on April 26, 2024.

As on March 31, 2025, your Company has outstanding in aggregate, Non-Convertible Debentures of Rs.4,950 crore (Rupees Four Thousand Nine Hundred and Fifty Crore).

In addition, your Company has also privately placed Non-Convertible Debentures of Rs.1,000 crore (Rupees One Thousand Crore) in tranches [2 Tranches of Rs.500 crore (Rupees Five Hundred Crore Only) each] during the Financial Year 2025-26 i.e., till the date of this report. The Non-Convertible Debentures amounting to Rs.750 crore (Rupees Seven Hundred and Fifty Crore Only) issued by the Company under ISIN INE233A08097 stand redeemed and extinguished at maturity on May 14, 2025. The aggregate of outstanding NonConvertible Debentures issued by your Company as on the date of this report is Rs.5,200 crore (Rupees Five Thousand Two Hundred Crore).

Further, your Company is in compliance with the SEBI Circular having reference number SEBI/HO/DDHS/ PoD1/P/CIR/2024/54 dated May 22, 2024, as may be amended, updated and modified from time to time.

Dividend

With the focus of creating long-term economic value, conserve resources for future expansion and strategic investments, your Company has not recommended any dividend for the year ended March 31, 2025.

Dividend Distribution Policy

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 the Companys website at https://www.godreiindustries.com/investors/listing-compliance.

Business Structure

Industry Structure and Development

The World Economic Outlook (WEO) projected a growth of 3.3% both in 2025 and 2026. The near-term outlook is characterized by divergent paths, while medium-term risks to growth are tilted to the downside. Renewed inflationary pressures could interrupt the monetary policy pivot, with implications for fiscal sustainability and financial stability. Policies that promote healthy aging, bridge gender disparities, and enhance the alignment of migrants skills with local labour market demands can play a crucial role in countering slow economic growth and fiscal pressures, especially when coupled with infrastructure investment.

As per recent Monetary Policy Committees report domestic economic activity remains strong supported by revival in consumption as well as governments capex push. Pick up in private consumption, upturn in agricultural activity, continuing resilience of the services sector, high-capacity utilisation, healthy balance sheets of banks and corporates, and governments continued thrust on capital expenditure augur well for the growth outlook. Uncertainty about global trade owing to rising protectionist measures, persistent geopolitical tensions, rising supply chain pressures, and volatile global financial conditions, however, render the outlook uncertain.

The measures announced in the Union Budget 2025-26 augur well for improving domestic consumption. Well-coordinated fiscal and monetary policy working in tandem could undoubtedly generate improved outcomes in terms of better growth inflation balance. The recent tariff announcements by US administration have heightened policy uncertainty posing new headwinds for global growth and inflation.

Indian Metrological Departments prediction of slightly above-than-normal monsoon in 2025 would push farm sector growth which along with monetary easing will help India withstand the adverse impact of reciprocal tariffs.

Real estate sector in India is expected to reach US$ 1 trillion in market size by 2030, up from US$ 200 billion in 2021 and contribute 13% to the countrys GDP by 2025. Retail, hospitality, and commercial real estate are also growing significantly, providing the much-needed infrastructure for Indias growing needs.

The Indian real estate market is projected to experience a substantial increase, potentially reaching a value of US$ 5-7 trillion by the year 2047, with the possibility of surpassing US$ 10 trillion. Key growth drivers include rising urbanisation, increasing disposable incomes, and heightened demand for residential, commercial, and logistics spaces, besides a growing need for data centres fuelled by advances in the space.

The Key growth drivers for Real Estate Sector would be:

Agriculture and allied activities sector have long been the backbone of the Indian economy, playing a vital role in national income and employment. In recent years, the agriculture sector in India has shown robust growth, averaging 5% annually from Financial Year 2017 to Financial Year 2023, demonstrating resilience despite challenges.

The government is implementing a range of initiatives aimed at enhancing agricultural productivity and increasing farmers incomes, in alignment with the recommendations put forth in the Doubling Farmers Income (DFI) Report 2016.

The Agri-sector is not without its challenges. Issues like climate change and water scarcity present significant obstacles that require focused and targeted interventions. Promoting agricultural production patterns and practices that align with the specific agro-climatic conditions and natural resource availabilities of different regions across the country is vital. Investment in research and development, especially on climate-resistant varieties, improved agriculture practices, diversification to high-yield and climate-resilient crops, and micro-irrigation, can yield sustainable long-term benefits.

Godrej Agrovet Limited is a diversified, research and development-oriented agri-business Company with operations across business verticals like animal feed, crop protection, oil palm, dairy and poultry and processed foods. GAVL focuses on improving the productivity of farmers by innovating products and services that sustainably increase crop and livestock yields. Detailed information on the current performance and future outlook of these business segments is as below:

The Animal Feed business segment saw a significant improvement in profitability benefiting from favourable commodity positions & cost optimization measures. The volume growth was flat on a year- on-year basis primarily due to lower end-product prices in the first half of the fiscal year. However, the Animal feed business registered a notable 26% y-o-y growth in segment margins during the fiscal year.

Looking ahead, the Animal Feed business remains well poised towards expanding its market presence, both by capturing further share within established geographies and by strategically entering new regions. This expansion will be supported by the robust Research and Development (R&D) efforts, driving the introduction of innovative new products. Furthermore, GAVL is committed to strengthening brand visibility and fostering deeper customer loyalty within this largely unorganized market through the comprehensive integration of digital initiatives, aiming to establish a more structured and engaged customer base.

The domestic agrochemicals sector experienced a challenging FY 2024-25, primarily due to subdued farmer demand. This was largely influenced by erratic weather patterns, including the impact of extreme weather events, and a decline in the prices of key agricultural crops, which collectively influenced overall market activity.

Moving forward, GAVLs strategy includes continued focus on expanding the reach of the existing successful product portfolio, complemented by new product development through in-house R&D initiatives and strategic in-licensing collaborations with leading global innovators.

GAVL is the largest oil palm processor in India and works directly with more than 11,000 farmers for the entire lifecycle of the crop.

During the financial year 2024-25, GAVL continued to work on the roadmap formulated to achieve forward integration and margin expansion in Palm Oil value chain. Towards achieving this end, work has commenced in respect of a Palm Kernel Oil Refinery with a capacity of 100 metric ton per day.

This segment reported strong growth in revenue as well as margins year-on year on account of significant increase in realisation of end-product prices of Crude Palm Oil (CPO) and Palm Kernel Oil (PKO). The average realisation of CPO and PKO improved by 32% & 43% year-on-year.

GAVL continued to work aggressively on area expansion in all the newly allocated areas in states of Assam, Tripura, Nagaland, Orissa, Gujarat and Telangana. GAVL also signed multiple Memorandum of Understanding (MOUs) and received allocations from various state Governments - namely Telangana, Gujarat, Andhra Pradesh and Odisha during the year. With these newer opportunities, GAVL is working towards the goal to add 60,000 hectares of additional oil palm plantations over the course of the next five years to support the long-term sustainable development of oil palm in India. To achieve this goal, GAVL launched a unique initiative called “Samadhan” centres, a one stop solution centre which would provide a comprehensive package of knowledge, tools, services and solutions to oil palm farmers. GAVL aims to establish Samadhan centre as a critical enabler in Indian Palm Oil industry and assist oil palm farmers in optimising their yields by adopting latest agricultural techniques and boosting their productivity. As a part of the Samadhan initiative, GAVL plans to establish 50 Samadhan centers across India by 2027 with each center supporting Rs.2,000 hectares of area under oil palm cultivation. It will also help to support farmers to avail developmental finance, government subsidies/schemes and other benefits. GAVL has operationalised 4 new centres in Andhra Pradesh, Telangana & Tamil Nadu in the Financial Year 2024-25. With this, the total count of Samadhan centres is 14 across all the states where we operate.

GAVL continued to make significant progress in several digital initiatives as well as ESG targets. To ensure traceability and transparency, GAVL has developed a web-based portal & an app ‘Farmer Management System for farmers and agents which was further enhanced in FY25. GAVL have also made satisfactory progress on their ESG goals for Oil Palm business and it continues to generate entire energy requirements inhouse, achieving net zero carbon emissions.

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.

GAVLs subsidiary, Astec LifeSciences Limited, faced volume headwinds and price corrections in both enterprise and contract manufacturing portfolios. This was on account of several factors such as high inventories, de-stocking strategies and demand-supply imbalance. As a result, Astec reported decline in revenues and losses in Financial Year 2024-25 as compared to the previous year.

Moving forward, Astec LifeSciences Limited will continue to execute this strategy by prioritizing R&D scale- up through its state-of-the-art "Adi Godrej Centre for Chemical Research and Development", diversification across molecules and chemistries, and targeted growth in contract manufacturing. The Company has taken several steps to focus on business development to ensure appropriate capacity utilisation of its infrastructure.

Financial Year 2024-25 was a year of improved profitability for our dairy business. GAVLs dairy subsidiary, Creamline Dairy Products Limited (“CDPL”), reported an increase of 160% in profit year-on-year and has charted a path to sustained margin expansion. This was possible due to continued improvement in operational efficiencies across all key areas of business i.e. milk procurement, supply chain & logistics etc. and improved milk spread. However, segment revenue was flat year-on-year as volumes remained at similar levels.

Growth in Value-Added Products (VAP) portfolio was led by market share gains in some of the key markets, primarily in curd, buttermilk and milk-based flavoured drinks. Share of VAP in total sales increased to 37% in FY 2024-25 from 36% in FY 2023-24.

In the medium term, CDPL will be focusing on the following key levers for achieving a sustainable growth in profitability -

(1) Volume growth led by VAP portfolio,

(2) Margin expansion through Procurement & Supply Chain Efficiencies and

(3) Investment in celebrity endorsement and advertisement to enhance visibility and credibility. While liquid milk volumes will continue to grow at a steady pace, rapid expansion of VAP portfolio would be a key priority in the coming years. CDPL has also unveiled a 3 X 3 strategy to target 1,000 crore value added portfolio in the states of Andhra Pradesh and Telangana. To achieve this, GAVL is investing in new product innovations, strengthening presence across multiple channels and expanding distribution network.

During the current financial year, GAVL acquired the balance 49 percent stake in Godrej Foods Limited (“GFL”) (formerly known as Godrej Tyson Foods Limited) thereby making it a wholly owned subsidiary. The profitability for this segment declined year-on-year due to subdued performance across all categories.

Profitability of Live bird category was lower due to lower volumes. While volumes in the branded categories, Real Good Chicken (RGC) and Yummiez improved, overall profitability was impacted on account of elevated inputs costs and unfavourable channel and product mix.

GFL would continue to focus on rapidly increasing the proportion of branded categories in the overall revenue mix to improve margin stability in the long term. In Real Good Chicken (RGC), the emphasis would be on brand building and accelerating presence in multiple channels for enhancing retail presence. In Yummiez category, GFLs aim is to scale up volume growth through expanding product portfolio and by adding new sales channels for increasing the distribution reach.

GAVLs Cattle feed segment consolidated its leading position in the Western region, driven by strong demand of Samruddhi. During the fiscal year, GAVL strategically expanded its Animal Feed portfolio with the introduction of Godrej Pride Hog, a scientifically formulated pig feed range. By ensuring balanced nutrition, Pride Hog aims to enhance livestock health, bolster immunity, and promote robust growth. This launch underscores GAVLs unwavering commitment to empowering farmers with sustainable and science- driven solutions, ultimately contributing to improved livestock well-being and enhanced farmer productivity.

Godvet Agrochem Limited (“Godvet”) is a wholly owned subsidiary of GAVL. During the Financial Year 2024-25, Godvet recorded Profit Before Tax of Rs. 1.49 crore.

The performance of ACI Godrej Agrovet Private Limited, GAVLs 50:50 joint venture in Bangladesh with Advanced Chemical Industries Limited (ACI), was impacted during the fiscal year. This was primarily attributable to the ongoing political unrest and severe flooding in Bangladesh, which created significant operational and logistical challenges for the business unit. Consequently, the sales and profitability of the business was impacted.

GCL, a subsidiary of your Company, is a Non-Banking Finance Company - Core Investment Company (NBFC-CIC) (exempt from registration). 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.

GCL closed the fiscal year with an AUM of 16,932.42 crore, reflecting a robust 57% growth over the previous year.

The Consolidated Total Income of GCL for FY 2024-25 is 1,620 crore as compared to 889 crore in the previous year.

Godrej Properties delivered another record-breaking year in FY 2024-25 by achieving the highest booking value, booking volume, collection, operating cash flow, deliveries and earnings in its history. 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.

Godrej Properties achieved a booking value of Rs.29,444 crore in FY 2024-25, a Y-o-Y growth of 31% through sale of 15,302 homes with a total area of 25.73 million sq. ft., a YoY volume growth of 29%. This is the highest ever booking value and area sold by any Indian real estate developer in a financial year till date. The booking value was also broadly distributed. NCR, MMR & Bengaluru contributed Rs.10,523 crore, Rs.8,034 crore and Rs.5,089 crore respectively to the booking value in FY25. 34 new projects and phases were launched during the financial year across 7 cities. 12 projects across 6 cities achieved booking value of more than Rs.1,000 crore in FY25. Among these, Godrej Woodscapes in Bengaluru was a standout, achieving over Rs.3,700 crore in booking value, reflecting the sustained demand for high-quality developments. Godrej Jardinia and Godrej Riverine, both in Noida, also achieved booking value over Rs.2,000 crore each.

The collections and operating cash flow also grew significantly. Collections in FY2024-25 stood at Rs.17,047 crore representing a YoY growth of 49%. Operating cash flow in FY2024-25 stood at Rs.7,484 crore representing a YoY growth of 73%. Both collections and operating cash flow were highest ever announced by any real estate developer in India to date.

Godrej Properties added 14 new projects with saleable potential of around 19 million sq. ft. and expected booking value of Rs.26,450 crore to its portfolio during the year, 5 in NCR, 2 each in MMR, Bengaluru and Indore, and 1 each in Pune, Ahmedabad and Kolkata. This was the 3^rd consecutive year in which Godrej Properties has added projects with expected booking value of over Rs.20,000 crore and have added cumulatively projects with expected booking value of Rs.80,000 crore in last 3 years.

On the operational front, Godrej Properties successfully delivered Rs.18.4 million sq.ft across projects. With this, Godrej Properties has now successfully delivered Rs.66 million sq. ft. since FY 2018. GPLs delivery record demonstrates its ability to operate at a large scale and keep pace with accelerating sales. Separately, Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

Godrej Properties, among the most respected real estate developers in India, received 117 awards in FY 2024-25. Accolades include GRI Awards India 2024 (Winner - Developer of the year), Construction Times - BAM Awards, 2024 (Winner - Builder of the Year - Large Category), KPMG ESG Excellence award (Winner - ESG Excellence - large Cap -Infrastructure, Real Estate & Logistics), Hurun Indias Most Respected Real Estate Leaders conclave and Awards, 2024 (Recognized as “Value creator of the year” - Real Estate sector), Construction World Architect & Builder (CWAB Awards), 2024 (Winner - Indias Top Builder), Construction World 2024 (Recognized as Indias Most Admired Brand), Bombay Chamber of Commerce (Winner - LGBTQ Champion and 1^st runners up - DEI Champion).

For the Financial Year under review, on a consolidated basis, GPLRs total income stood at Rs.6,848 crore, EBITDA was Rs.1,970 crore and net profit after tax and minority interest of Rs.1,400 crore.

Indian residential real estate sector has been witnessing a strong turn-around of the sectoral landscape post pandemic. Increased savings during lockdowns, minimal income disruptions in mid and high-income brackets, household wealth creation and robust economic growth have fuelled demand in the residential real estate market in India.

FY 2025 was a year driven by a clear shift toward premiumization, with buyer preferences evolving, driven by aspirations for an enhanced lifestyle. While number of units and area sold in the sector indicate a minor uptick trend, the sales value indicates a continued strong uptick. The changing preferences of the homebuyer looking for products that enable an upgraded lifestyle with more space is visibly reflected in increasing contribution of inventory and sale in the ticket sizes above Rs. 1 crore.

Home buying is long-term asset where a strong affordability and financial strength shall supersede the natural rate-cycle, especially if demand is driven by self-consumptions. The government remains steadfast in its commitment to the agenda of ‘housing for all and is taking steps to spur private sector participation and enable easier access to financing for homebuyers in this segment.

Consolidation in the residential real estate sector had become dormant in the last year but may again pickup pace as consumers want better predictability in their investment. Given the pace of urbanization, rising per capita disposable incomes, and income distribution shifting from pyramid to diamond shape, Godrej Properties remains optimistic about the long-term prospects in real estate. Godrej Properties is poised to continue to grow from the sectoral tail winds, a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities.

Godrej Properties aims to drive profitability, enhance customer experience, and embrace digital technologies. Moreover, operational momentum for Godrej Properties is likely to be sustained by its healthy Balance Sheet and robust project pipeline.

GODREJ CONSUMER PRODUCTS LIMITED (GCPL)

GCPL is a leading emerging markets company. As part of over 125-year young Godrej Industries Group, GCPL 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 SubSaharan 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. It has recently entered the large and fast-growing category of Pet Care through its Ninja Brand. 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 International Trading & Investments Pte Ltd (GITI) is registered and located in Singapore and trades palm and soya oil and other products. Godrej International Limited (GINL) is incorporated in the Isle of Man and is also a wholly owned subsidiary of the Company.

FY 2024-25 was dominated by the US Presidential election and the possibility of Donald Trump being elected on an Agenda of America First and Tariffs. Another important development was the relative rise in the price of palm oil compared to the prices of sunflower oil and soyabean oil. Palm oil became the most expensive vegetable oil for a brief period of time and trading in palm oil became difficult. On the contrary, GINL and GITI did very well in reading the trend in soya oil and traded actively and profitably. President Trump continues to cast a big effect on commodity prices and his stand on biodiesel remains an enigma at the time of writing. The recent weakness of the US Dollar is another factor which has surprised markets and is linked to the pronouncements of the US President. The market environment remains volatile and challenging, but GINL and GITI continue to be active and profitable. They also help our Indian operating companies GCPL and GIL to better understand markets and take effective steps to navigate these choppy markets.

The Net Debt Position at the end of the Financial Year stands at Rs.9,033 crore as compared to Rs.7,241 crore in the previous year. Your Company continues to hold the topmost short term rating for its commercial paper program (Rs.3,500 crore) (previous year Rs.3,500 crore) from ICRA & CRISIL, [ICRA] A1+ & “CRISIL A1 + ” respectively. 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.

During the year, there has also been long term rating upgrade by both CRISIL Ratings Limited & ICRA Limited from “CRISIL AA” to “CRISIL AA+” with stable outlook and “ICRA AA” to “ICRA AA+” with stable outlook respectively.

For the Non-Convertible Debentures (NCD) programme of 7,000 crore (previous year 4,750 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 of 2,140 crore, (previous year 2,140 crore).

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.

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 2024-25, have been provided in the Notes to the Standalone Financial Statements.

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.godreiindustries.com/investors/listing-compliance.

All Related Party Transactions entered into by your Company during the Financial Year 2024-25, 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-a-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 2024-25.

Your Company has manufacturing units at Ambernath, Valia, Kheda and Goa.

Our Sustainability goals are guided by the vision and purpose of the organization. Our Purpose is to become the most trusted global partner for green chemistries, creating value for our stakeholders and accelerating towards a sustainable future.

We have a vision to evolve as a leading global oleochemicals and surfactants player, with a rapidly building specialty and biotech portfolio, driven by best-in-class manufacturing and sustainable practices across the value chain. Delight customers with world class innovation and deep application expertise, delivering industry leading green solutions, taken to market personally and digitally. All this executed by a highly engaged and expert team.

We maintain an unwavering commitment to enhance productivity, energy efficiency, and sustainability at our facilities through the implementation of cutting-edge technologies and practices. Our systems enable us to continuously monitor and assess our environmental impact across all manufacturing sites

In our ongoing efforts to enhance sustainability across our operations, we successfully implemented energy efficiency project which helped to increase our Renewable energy share from 56 % in FY 2023-24 to 64% in FY 2024-25.

Also, with a focused and systematic approach, we have reduced our absolute GHG emissions by 2400 Tco2e from FY 2023-24 and Specific energy by 37% and reduced specific water by 41% from baseline FY 2012.

GIL chemicals is registered under EPR as Brand owners and importers. In the reporting year, we processed 100% of the plastic waste we put out as per EPR (Extended producer responsibility) compliance as per Plastic Waste management rules 2016 and all our non-hazardous waste generated in operations is 100 % recycled/ Reused or Repurpose.

The focus areas for R&D were:

(i) Developing innovative products that are sustainable and through greener processes and

(ii) Establish deep application expertise.

The application segments were widened beyond Home and Personal care by adding capabilities in Food & Beverages, Agro-science, Metal working fluids & Lubricants, Paints & Coatings. Specialists in these segments were added to the R&D team and dedicated application laboratories for these segments were built in Financial Year 2025. The biotech research made strong focus in upgrading the fermentation capabilities and biosurfactants facilities. Further, research on probiotics was also initiated and made good progress. Focus on continuous (flow) processes to replace classical batch chemistry is progressing well.

Efforts were also made to optimize processes for existing products from sustainability and green chemistry perspective. Research studies using enzymes for chemical conversion instead of acid or metal catalysts yielded good results. Research programs to make products via Green Chemistry will be an ongoing effort.

External collaborations with academia and industry continue to help accelerate research and venture into research programs for developing novel research products.

Throughout the review period, positive industrial relations prevailed across all our manufacturing 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. We accord the highest importance to Safety. Safety awareness sessions are organized throughout the year across all our locations. We have an ‘AIM FOR ZERO focused program which aims to holistically achieve zero threat towards Environment, Health & Safety at our manufacturing locations.

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, 2025, the total number of permanent employees in our company was 1,148.

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

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, along with the Scheme Document have been uploaded on the website of the Company at www.godreiindustries.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 2024-25. 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 37^th (Thirty Seventh) Annual General Meeting.

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 2024-25 are as follows:

Your Company is currently not accepting public deposits and has not accepted any deposits from its Directors during the Financial Year 2024-25.

Mr. Nitin Nabar, “Executive Director and President (Chemicals)” superannuated from the services of the Company and ceased to be a Director of the Company with effect from close of business hours on April 30, 2024.

The Nomination and Remuneration Committee and the Board of Directors of the Company at their Meetings held on May 15, 2025, have approved the re-appointment of Mr. Nadir Godrej (DIN: 00066195) as the “Managing Director” of the Company, to be designated as “Chairman and Managing Director”, who will hold the office for a period commencing from April 1, 2026, up to August 25, 2026, subject to approval of the Shareholders of the Company.

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 Ms. Nisaba Godrej (DIN:00591503) as a Director [Additional Director, (Non-Executive, Non-Independent Director)] with effect from August 7, 2024, subject to approval of Shareholders of the Company.

Necessary resolution for regularization of her directorship was moved through Postal Ballot for the approval of the Shareholders of the Company, the results of which was passed on September 12, 2024.

The Nomination and Remuneration Committee and the Board of Directors of the Company at their respective Meetings held on May 15, 2025, have approved:

a. Re-appointment of Ms. Shweta Bhatia (DIN: 03164394) as the Independent Director (NonExecutive Director) of the Company for her second term starting from October 28, 2025, up to October 27, 2030.

b. Re-appointment of Mr. Sandeep Murthy (DIN: 00591165) as the Independent Director (NonExecutive Director) of the Company for his second term starting from March 1, 2026, up to February 28, 2031.

The above re-appointments of Independent Directors are subject to approval of the Shareholders of the Company.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Companys Articles of Association, Ms. Tanya Dubash, “Whole Time Director” of the Company designated as the “Executive Director and Chief Brand Officer”, is liable to retire by rotation at the ensuing 37^th (Thirty- Seventh) AGM, and being eligible, has offered herself for re-appointment.

Appropriate resolutions for re-appointment of Mr. Nadir Godrej (DIN: 00066195), as the Chairman & Managing Director of the Company, Ms. Shweta Bhatia (DIN: 03164394) & Mr. Sandeep Murthy (DIN: 00591165), Independent Directors of the Company and Ms. Tanya Dubash (DIN: 00026028), Director liable to retire by rotation are being moved at the ensuing 37^th (Thirty Seventh) AGM, which the Board recommends for your approval.

As on the date of this Boards Report, i.e., as on May 15, 2025, your Companys Board of Directors comprises of the following 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 proficiency) 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.

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 2024-25 (i.e. on May 17, 2024, August 7, 2024, August 13, 2024, November 13, 2024, and February 12, 2025). 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.

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 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.

The Companys Nomination and Remuneration Policy for Directors, Key Managerial Personnel, and other employees can be accessed on the Companys website at https://www.godreiindustries.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:

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.

Our Company has a 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.

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:

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).

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.

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.

Familiarization programme for the Independent Directors was conducted during the Financial Year 2024-25. 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.godreiindustries.com/investors/listing-compliance.

The Details of change in the Key Managerial Personnel (“KMP”) of the Company during the Financial Year 2024-25 are as follows.

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 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, 2025, does not contain any qualification, reservation, adverse remark or disclaimer.

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 2024-25. 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 15, 2025, 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 2025-26 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 37^th (Thirty Seventh) 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.

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 2024-25.

Further, in terms of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and the applicable circulars issued in this regard, the Board of Directors of the Company has approved the appointment of M/s. Nilesh Shah & Associates, a Peer Reviewed Firm of Practicing Company Secretaries, having Firm Registration No. P2003MH008800 as the “Secretarial Auditors” of the Company for conducting Secretarial Audit for a term of 5 (five) consecutive years commencing from the Financial Year 2025-26 till Financial Year 2029-30, subject to approval of the Shareholders of the Company.

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.

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 as of March 31, 2025, was as under:

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 2024-25 (i.e., May 17, 2024, August 13, 2024, November 13, 2024, and February 12, 2025).

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 as of March 31, 2025, was as under:

2 (Two) Meetings of the Risk Management Committee were held during the Financial Year 2024-25 (i.e., May 17, 2024 and November 13, 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.

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 as of March 31, 2025, was as under:

1 (One) Meeting of the Corporate Social Responsibility Committee was held during the Financial Year 2024-25 (i.e. on February 12, 2025).

Your Company is committed to the Godrej Industries 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 Industries 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.godreiindustries.com.

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 Industries 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. Further, we have amplified communication around anti-sexual harassment through other means like posters, emailers to drive awareness on a continued basis.

In line with legal requirements, we have 2 (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.

Our online platform ‘Conduct and our telephonic hotline run by Deloitte facilitate the reporting and tracking of complaints related to sexual harassment. There was 1(one) complaint filed during the review period. Further, 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 one complaint received.

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 2024-25, 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, 2025) and of the profit and loss of the Company for that period (i.e. the Financial Year 2024-25);

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, 2025, on a going concern basis;

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.

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.

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.godreiindustries.com.

The remuneration paid to Executive Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2024-25 was in accordance with the Nomination and Remuneration Policy of the Company.

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@godreiinds.com, whereupon a copy would be sent.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the March 31, 2025, and the date of this Boards Report (i.e. May 15, 2025).

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.

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.godreiindustries.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:

Disclosures as per the Companies (Accounts) Rules, 2014

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, Rs.7,67,463/- (Rupees Seven Lakh Sixty Seven Thousand Four Hundred and Sixty Three Only) unpaid / unclaimed dividends and 18,333 (Eighteen Thousand Three Hundred and Thirty-Three) Equity Shares were transferred during the Financial Year 2024-25 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.godreiindustries.com. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 13, 2024 (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, 2025, 99.94% of the Equity Shares of your Company were held in demat form.

Your 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 2024-25.

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

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

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

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.godreiindustries.com.

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.

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.