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, 2026.

Review of Operations / Financial Summary

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

	( in crore)	( in crore)
Particulars	2025-26	2024-25
Revenue from Operations	4,809.15	4,171.21
Other Income	279.68	120.25
Total Income	5,088.83	4,291.46
Total Expenditure other than Finance Costs, Depreciation	4,088.22	3,262.05
and Amortisation
Profit before Finance Costs, Depreciation, Amortisation	1,000.61	1,029.41
Depreciation and Amortisation	92.39	96.85
Profit before Finance Costs, exceptional items and Tax	908.22	932.56
Finance Costs (net)	838.99	742.39
Exceptional Item	(8.21)	-
Profit / (Loss) before Tax	61.02	190.17
Provision for Current Tax	-	-
Provision for Deferred Tax	-	0.50
Net Profit / (loss)	61.02	189.67
Surplus brought forward	620.00	430.33
Profit after Tax available for appropriation	681.02	620.00
Appropriation
Dividend on Equity Shares	-	-
Transfer to General Reserve	-	-
Surplus Carried Forward	681.02	620.00

Share Capital

The Paid-up Equity Share Capital as on March 31, 2026, was 33,68,04,842/- (Rupees Thirty-Three Crore

Sixty-Eight Lakh Four Thousand Eight Hundred and Forty-Two Only) divided into 33,68,04,842 (Thirty-Three Crore Sixty-Eight Lakh Four Thousand Eight Hundred and Forty-Two) Equity Shares of Face Value of 1/- (Rupee One Only) each. During the Financial Year under review, your Company had allotted 52,753 (Fifty-Two Thousand Seven Hundred and Fifty-Three) 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 1,800 crore (Rupees One Thousand Eight Hundred Crore Only) issued in four tranches, comprising of two tranches of 500 crore (Rupees Five Hundred Crore Only) each and two tranches of 400 crore (Rupees Four Hundred Crore Only) each during the Financial Year 2025-26, which are listed on the Wholesale Debt Segment of the National Stock Exchange of India Limited. The Non-Convertible Debentures amounting to 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, and Non-Convertible Debentures amounting to 300 crore (Rupees Three

Hundred Crore Only) issued by the Company under ISIN INE233A08063 stand redeemed and extinguished at maturity on December 12, 2025.

As on March 31, 2026, your Company has outstanding in aggregate, Non-Convertible Debentures of 5,700 crore (Rupees Five Thousand Seven Hundred Crore Only).

Further, your Company is in compliance with various SEBI Circulars issued for NCDs, 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, 2026.

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.godrejindustries.com/investors/compliance-and-corporate-governance/policies-and-codes.

Industry Structure and Development

The global economy is again disrupted, this time with the outbreak of war in the Middle East. Rising commodity prices, firmer inflation expectations, and tighter financial conditions are testing the recent resilience. Under the assumption of a limited conflict, the World Economic Outlook (WEO) projected global growth at 3.1% in the year 2026 and 3.2% in the year 2027, below recent outcomes and well under pre-pandemic averages. Global inflation is expected to tick up in year 2026 and resume its decline in year 2027. Pressures are concentrated in emerging market and developing economies, especially commodity importers with preexisting vulnerabilities. Risks are decisively on the downside. A prolonged conflict, deeper geopolitical fragmentation, disappointment over AI-driven productivity, or renewed trade tensions could weaken growth and unsettle markets. High public debt and eroded policy buffers add vulnerability. Policies should foster adaptability, enhance credibility, and reinforce international cooperation.

On the domestic front, the Indian economy remained resilient in FY 2025-26. Real gross domestic product (GDP) is estimated to grow by 7.6% (year-on-year basis) during the year, as per the Second Advance Estimates (SAE) of the new GDP series (base year 2022-23). Private consumption and fixed investment contributed significantly to overall growth, while net external demand remained soft. On the supply side, estimated real GVA growth of 7.7% was driven by buoyant services sector and robust manufacturing activity.

Looking ahead, elevated energy and other commodity prices coupled with supply shock due to disruptions in the Strait of Hormuz would act as a drag on domestic production in FY 2026-27. Heightened volatility in global financial markets with its spillover on domestic financial conditions would weigh on growth prospects.

REAL ESTATE SECTOR

Looking ahead from year 2026, Indias real estate sector is set to continue its steadfast growth journey marked by institutionalization and diversification, supported by heightened consumption, steady occupier interest and uptick in investor confidence. Demand across both commercial and residential segments is expected to remain healthy, driven by evolving workplace models, rising homeownership, steady improvements in affordability and infrastructure-led connectivity enhancements. Industrial & warehousing and select alternative segments are also likely to gain further traction as domestic manufacturing expands, supply chains modernize, and demographic & digital shifts reshape real estate requirements. On the institutional investments front, investor participation is likely to stay strong amid democratization of real estate assets through Real Estate Investment Trusts (REITs), Small & Medium (SM) REITs, Infrastructure Investment Trust (InvITs), and innovative investment structures such as Alternate Investment Funds (AIFs). A greater push for Environmental, Social, and Governance (ESG) integration, and technology-adept built structures will guide long-term strategies, reinforcing Indias position as a future-ready, globally competitive real estate market.

Residential sales have improved in the post-pandemic era, reaching 0.3-0.4 million units annually, and the momentum is likely to continue in the year 2026 as well. Driven by rapid urbanization and impetus on infrastructure enhancement, leading residential developers are likely to expand their offerings across Tier II/III cities of the country. Moreover, the demographic advantage of India, with median age of around 30 years will continue to support housing demand, with developers catering to first-time homebuyers, and High-Net worth Individuals (HNIs) alike. Lifestyle focused preferences will further drive the demand for plotted developments, gated villas, upscale apartments, and vacation homes, while investors are likely to prioritize emerging micro-markets guided by long-term returns. Sustainability, meanwhile, will remain a defining theme, with green homes, energy-efficient construction materials, and net-zero, climate-resilient communities gaining in roads.

Indias office market is poised to sustain its growth trajectory in the year 2026, with Grade A demand projected at 70-75 million sq. ft. and new supply at 60-65 million sq. ft., supported by a deeper and more diversified occupier base, evolving occupier preferences and increasing institutionalization of the asset class.

AGRI SECTOR

Agriculture occupies a foundational place in the vision of a Viksit Bharat. Over the past decade, the sector has grown at 4.45%-the highest compared to previous decades-reflecting improved resilience and gradual structural transformation. This progress is increasingly underpinned by the expansion of allied sectors such as livestock, dairy, poultry, and fisheries, which have emerged as significant contributors to agricultural Gross Value Added (GVA) and rural employment.

Over the last decade, agriculture and allied sectors have delivered a steady 3%-5% CAGR, supported by sustained policy focus and institutional interventions. Looking ahead, estimates suggest that the sector could potentially triple in size by 2047, positioning it as a key driver of Indias long-term growth. At the same time, rural livelihoods continue to be largely agriculture-dependent. Factors such as land fragmentation, climate variability, and income uncertainty have accelerated the need for diversification. For small and marginal farmers, supplementing farm income through allied activities has become critical to managing seasonal volatility and ensuring income stability.

The Union Budget 2026 lays a constructive foundation for transforming Indian agriculture into a more resilient, diversified, and future-ready sector. The emphasis on AI-based decision support through Bharat-VISTAAR is expected to bridge information gaps and provide farmers with tailored, real-time insights. The combined focus on technology adoption, value-chain diversification, and strengthening allied sectors presents a credible pathway for agricultural modernisation.

While structural challenges-such as fragmented landholdings, climate pressures, irrigation constraints, and rural-to-urban migration-persist, the measures announced signal meaningful progress. By promoting digital tools, diversified market access, and stronger allied ecosystems, the Budget sets the stage for a more integrated, productivity-driven, and growth-oriented agricultural economy.

As per the IMDs first-stage long-range forecast, monsoon rainfall is expected at 92% of the Long Period Average (±5%), indicating a likely below-normal outcome due to El Niño conditions. This carries significant macroeconomic implications. The monsoon remains critical to Indias economy, with 51% of cultivated land-accounting for around 40% of production-being rain-fed, and nearly 47% of the population dependent on agriculture for livelihood.

A weaker monsoon could dampen rural consumption and exert upward pressure on food inflation. These risks are further accentuated by geopolitical tensions in West Asia, which may disrupt energy supplies and fertiliser availability-both critical inputs for agricultural production.

FINANCIAL SERVICE SECTOR

The Financial Services Industry is expected to maintain a positive growth trajectory, supported by resilient economic activity, expanding credit demand, and continued structural reforms. As economies stabilize following periods of volatility, improvements in income levels, consumption patterns, and business confidence are driving demand for banking, lending, insurance, and investment products. Interest rate conditions, while subject to global developments, are broadly stabilizing, enabling financial institutions to plan growth with greater visibility and manage margins more effectively.

The Indian Financial Services Sector is set for robust growth toward FY 2027, with Non-Banking Financial Companies (NBFCs) projected to experience 16%-18% retail AUM growth, driven by strong consumption demand, digital integration, and wealth/asset management expansion.

Indias Wealth Management Sector is projected to nearly double by FY 2030, with Assets Under Management (AUM) likely reaching US$1.2 trillion, driven by rising income, digital adoption, and a shift from traditional savings to financial assets. The High-Net-worth Individual (HNI) population is set to reach 1.6 million by FY 2027, fuelling demand for personalized, holistic financial planning over transaction-based services.

Credit growth across retail, MSME, and corporate segments remains robust, aided by improved underwriting standards, stronger borrower balance sheets, and greater use of data analytics for risk assessment. Asset quality has shown sustained improvement due to disciplined credit monitoring, proactive resolution mechanisms, and enhanced regulatory oversight. This has translated into lower non-performing assets and reduced credit costs, strengthening the overall financial health of institutions.

Digital transformation continues to reshape the industry, with increased adoption of digital payments, online lending, and technology-driven customer engagement. Financial institutions are leveraging artificial intelligence, automation, and data-driven platforms to improve operational efficiency, enhance customer experience, and expand their reach, particularly in underserved and unbanked segments. These developments are also supporting broader financial inclusion and lowering the cost-of-service delivery.

The regulatory environment remains focused on ensuring financial stability, transparency, and consumer protection. While evolving regulations necessitate higher compliance and governance standards, they also reinforce systemic resilience and investor confidence. Capital adequacy across the sector remains strong, providing institutions with the capacity to support growth while absorbing potential macroeconomic shocks.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of your Company and Chemicals business, as required under the SEBI Listing Regulations, 2015, annexed herewith marked as Annexure A to this Report.

Subsidiary and Associate Companies:

GODREJ PROPERTIES LIMITED (GPL)

OVERVIEW OF OPERATIONS

Godrej Properties Limited ( GPL ) delivered another record-breaking year in FY 2025-26 by achieving the highest booking value, booking volume, collection, operating cash flow, and earnings in its history. This was driven by continued focus across bringing improved products with a consumer-centric approach, delivering best in class quality consistently and enhancing customers trust in the Brand.

GPL achieved a booking value of 34,171 crore in FY 2025-26, a YoY growth of 16% through the sale of

17,513 units with a total area of 27 million sq. ft., a YoY volume growth of 5%. This is the highest ever booking value and area sold by any Indian real estate developer in a Financial Year till date. GPL was Indias largest residential developer by booking value for the 3 rd consecutive year. Booking value has grown at a CAGR of 41% in the past 3 years. The booking value was also broadly distributed with MMR, Bengaluru and NCR contributing 10,312 crore, 8,801 crore and 7,412 crore, respectively, to the booking value. 38 new projects and phases were launched during the Financial Year across 9 cities. 11 projects across 6 cities achieved a booking value of more than 1,000 crore in FY 2025-26. Among these, Godrej MSR City in Bengaluru was a standout, achieving over 3,800 crore in booking value, reflecting the sustained demand for high-quality developments. Godrej Trilogy in Mumbai and Godrej Regal Pavilion in Hyderabad also achieved booking value over 2,000 crore each.

The collections and operating cash flow also grew significantly. Collections in FY 2025-26 stood at 19,965 crore, representing a YoY growth of 17%. Operating cash flow in FY 2025-26 stood at 7,830 crore, representing a YoY growth of 5%. Collections were the highest ever announced by any real estate developer in India to date. Collections and operating cash flow have grown at a CAGR of 30% each in the last 3 years.

FY 2025-26 was the best ever year for GPL in terms of business development, wherein it added 18 new projects with saleable potential of around 33 million sq. ft. and expected booking value of 42,100 crore to its portfolio. The new project additions were spread across 11 markets, including 4 projects in Bengaluru, 3 in Pune, 2 each in Mumbai and Hyderabad and 1 each in existing markets of NCR, Kolkata and Nagpur and in 4 new markets of Panipat, Coimbatore, Raipur and Vadodara. This was the 4 th consecutive year in which GPL has added projects with an expected booking value of over 20,000 crore and have added cumulatively, projects with an expected booking value of 1,22,000 crore in the last 4 years.

On the operational front, GPL successfully delivered 12.1 million sq. ft. across projects. With this, GPL has now successfully delivered 78 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, 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 122 awards in FY 2025-26. Accolades include Real Estate Company of the Year (West) by Construction Week Awards 2025, Realty+ Harit Bharat

Award for ESG Excellence, felicitation by Ace Alpha Award for Sustainable Development/ ESG, felicitation by Times of India Ecopreneur Awards, People Matters Infini-T Awards, League of American Communication Professional (LACP) Vision Award, Business World Indias #1 Most Sustainable Companies Award 2026 for Real estate companies, IGBC Green Champion for Driving Net Zero Movement in India 2025, Gold for DEI category in Brandon Hall Group Excellence Awards 2025, recognition as the 2 nd best organization by EY and Team Marksmen in India DEI 100 2025 Index, recognition as Top 10 Employer for LGBTQ Inclusion by India Workplace Equality Index (IWEI), felicitation as A-List Developer in 2025 by Forbes India, ranked #1 in ESG practices amongst Residential Developers globally by GRESB, Green Champion and Performance challenge winner in IGBC Awards, DEI Champion award and LGBTQIA+ Inclusion Award by Bombay Chamber of Commerce Diversity, Equity & Inclusion (DEI) Awards 2025.

For the Financial Year under review, on a consolidated basis, GPLs total income stood at 8,374 crore, EBITDA was 2,826 crore and net profit after tax and minority interest of 1,850 crore.

PROSPECTS AND OUTLOOK

The Indian residential real estate sector has continued to sustain its strong momentum into FY 2025-26, building on the structural upcycle that began post-pandemic. The sector has demonstrated remarkable resilience, supported by robust domestic macroeconomic fundamentals, a stable policy environment, and continued income growth in the mid and high-income brackets. The Reserve Bank of Indias cumulative 125 basis points reduction in the repo rate since February 2025 has meaningfully improved housing affordability and eased financing conditions, providing a fresh catalyst for demand, particularly among end-users.

FY 2025-26 has been characterized by a continued and pronounced shift toward premiumisation, with buyer preferences evolving toward larger homes, superior specifications, and lifestyle-oriented communities. While overall sales volumes across the eight major cities moderated marginally by 1% year-on-year to approximately 3.48 lakh units in 2025, the composition of demand continued to improve significantly.

Homes priced above 10 million now constitute 50% of total annual sales, reflecting the structural upgrade in buyer aspirations and sustained confidence in long-term income growth. The sales value uptick continues to outpace the volume trend, underscoring the premiumisation theme that is reshaping the sector.

Home buying remains a long-term asset-accumulation decision, where financial strength and affordability, both of which remain healthier than pre-pandemic levels, continue to drive purchase intent, particularly among buyers. The Governments broader commitment to housing for all continues to provide a structural boost to the sector through the ongoing implementation of PMAY-Urban 2.0. However, the Union Budget

2026-27 has moderated the allocation for PMAY-Urban to 18,625 crore, reflecting a 5.9% reduction from 19,794 crore in the previous year. Notwithstanding these near-term headwinds in affordable housing policy, the broader macroeconomic environment remains constructive. The governments decision to raise public capital expenditure to 12.20 lakh crore in FY 2026-27, a 9% increase over FY 2025-26, alongside income tax rationalisation that has boosted disposable incomes across urban households, continues to support aspirational housing demand.

Consolidation within the residential real estate sector continues to benefit large, organized, and brandled developers. Consumer preference for credible developers with demonstrated track records of delivery has intensified significantly in the post-pandemic era, disproportionately benefiting players with strong governance frameworks, quality product delivery and superior customer experience. This structural shift continues to create significant business development opportunities as smaller and undercapitalized developers seek to partner with, or cede market share to, larger organized players.

Given the pace of urbanisation, rising per capita disposable incomes, and a continued shift in income distribution from a pyramid to a diamond shape, Godrej Properties remains deeply optimistic about the long-term prospects of Indian residential real estate.

Godrej Properties remains firmly committed to strengthening profitability through disciplined capital allocation, enhancing customer experience by delivering best-in-class quality and design, and accelerating the adoption of digital technologies across its development and customer-facing operations. Godrej Properties operational momentum is expected to be well sustained by a healthy Balance Sheet with strong liquidity, a diversified and growing project pipeline spanning 15+ cities, and a demonstrated track record of execution at scale, positioning Godrej Properties to continue delivering sustained and compounding value to all its stakeholders over the long term.

GODREJ AGROVET LIMITED (GAVL)

Godrej Agrovet Limited a diversified agri business company, operates across animal nutrition, crop care, oil palm, dairy, and poultry & processed foods. GAVL remains focused on improving farm level productivity through innovation, scientific interventions and farmer centric solutions, while building resilient and scalable businesses across Agri value chains.

ANIMAL NUTRITION

The Animal Nutrition business continued to be the largest contributor to GAVLs revenues in FY 2025-26. The segment delivered strong volume-led growth across cattle feed, layer feed, aqua feed & specialty nutrition products, supported by deep farmer engagement, strong brand equity and an improving product mix. Volume momentum was particularly strong in cattle feed, aided by targeted nutritional propositions, strong brand equity and expanded on-ground outreach, while layer and specialty feeds benefited from focused portfolio actions and operating discipline.

During the year, the business strengthened its innovation pipeline with the launch of Dhanalaxmi G, a premium cattle feed designed for high yielding cows and buffaloes, and Bypro Plus, an enhanced protein formulation under the trusted Bypro franchise. These new products witnessed encouraging early adoption in their initial launch markets and reinforced GAVLs focus on scientific, outcome led nutrition solutions.

Profitability improved significantly during the year, driven by moderation in key raw material prices, better product mix, sustained volume growth and continued operational efficiencies. GAVLs sustained investments in R&D, customized nutrition solutions and farmer-centric advisory reinforced its leadership position across key markets and strengthened long term competitiveness.

CROP CARE BUSINESS

The Crop Care business operated in a challenging environment due to adverse weather, sharp acreage decline in key crops, regulatory disruptions and channel inventory build-up. Despite this, GAVL continued to strengthen portfolio relevance through new product launches and strategic expansion into additional crops such as maize and paddy, enhancing diversification and positioning the business for recovery as demand conditions normalize.

This deliberate portfolio broadening enhances diversification, reduces dependence on a limited set of crops and creates additional growth levers as demand conditions stabilize.

Looking ahead, GAVL remains focused on driving recovery and sustainable growth through innovation led portfolio expansion, increased R&D investments, strategic collaborations and deeper penetration across a wider range of crops, while continuing to strengthen execution discipline.

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OIL PALM BUSINESS

The Oil Palm business delivered a strong performance, supported by higher fresh fruit bunch (FFB) arrivals, improved extraction ratios and supportive pricing. Continued investments in plantation development, farmer engagement and downstream integration, including the upcoming Palm Kernel Oil refinery, positions the business as a long term value creation platform. The business emerged as a key contributor to GAVLs overall performance, reflecting the benefits of scale, operational leverage, and a maturing asset base.

This performance was underpinned by GAVLs sustained investments across the value chain, including plantation development, nursery operations, and deep farmer engagement. Continued focus on scientific agronomy, productivity enhancement, and process efficiencies led to improved plantation yields and mill performance. Strengthened execution across upstream operations, complemented by downstream optimization, contributed meaningfully to margin expansion and cash generation.

Farmer engagement remains central to the Oil Palm growth model. During FY 2025-26, GAVL expanded its Samadhan centre network by setting up 10 new centres, including 5 in the North East, taking the total to 24 Samadhan centres. These centres play a crucial role in enabling the adoption of good agricultural practices, scientific agronomic interventions, and improving on farm productivity. By supporting farmers with timely advisory, inputs, and technical guidance, the Samadhan centres are driving sustainable yield improvement, higher farmer incomes, and long term plantation productivity, creating shared value for farmers and GAVL.

Looking ahead, GAVL is fully committed to further margin expansion through downstream integration and value added opportunities. In line with this strategy, work on the Palm Kernel Oil (PKO) refinery is progressing well and is in full swing, with the facility expected to commence operations in FY 2026-27. The PKO refinery is a key strategic initiative that will enable GAVL to diversify its product portfolio, enhance realizations, and capture a higher share of the value chain.

While the Oil Palm business remains long gestation by nature, the momentum achieved during the year highlights the structural strength and long term scalability of the business model. Supported by a strong policy environment focused on reducing edible oil imports, rising domestic demand, improving plantation yields, and continued investments in R&D and downstream capabilities, GAVL is well positioned to deliver sustained growth, superior margins, and attractive returns over the medium to long term. The Oil Palm business continues to represent a compelling long term value creation platform, anchored in farmer partnership, operational excellence, and disciplined capital deployment.

Overall, GAVL remains well positioned to deliver sustainable growth through disciplined execution, innovation led portfolios and deep farmer and consumer engagement.

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.

ASTEC LIFESCIENCES LIMITED

GAVLs subsidiary, Astec LifeSciences Limited , witnessed a meaningful turnaround during the year, achieving EBITDA breakeven driven by higher volumes, improved realizations and better capacity utilization. The focus remains on scaling the CDMO business while selectively strengthening the enterprise portfolio to build a more resilient earnings profile.

The normalization of channel inventories, disciplined business development efforts, and improved operating leverage contributed to stabilizing performance following the challenges experienced in FY 2024-25, when the business was impacted by de-stocking, demand supply imbalances, and pricing pressures.

Looking ahead, accelerating the CDMO business remains a key strategic priority for Astec. Astec will continue to leverage its state of the art Adi Godrej Centre for Chemical Research and Development to deepen customer partnerships, support R&D led scale up, and expand its pipeline of complex and differentiated molecules. Parallelly, Astec will pursue select high margin opportunities within the enterprise portfolio, targeting products and chemistries where it can build sustainable competitive advantage through process innovation, cost leadership, and speed to market.

With a strong R&D backbone, diversified chemistry capabilities, and a sharpened business development focus, Astec is well positioned to drive higher asset utilization, improve profitability, and build a more resilient earnings profile over the medium term while maintaining a balanced mix between CDMO growth and value accretive enterprise opportunities.

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

17 countries. During the Financial Year 2025-26, Astec recorded consolidated total income of 453 crore as compared to 387 crore in the previous Financial Year 2024-25, a growth of 17%. Astec witnessed a meaningful turnaround during Financial Year 2025-26, marked by a significant reduction in losses and achievement of EBITDA break-even for the year. This improvement was driven by higher volumes across both the enterprise and contract development and manufacturing (CDMO) portfolios, supported by improved realizations, better demand conditions, and enhanced capacity utilization compared to the previous year.

The shareholding of GAVL in Astec as on March 31, 2026, was 67.03% of the total Paid-up Equity Share Capital of Astec.

CREAMLINE DAIRY PRODUCTS LIMITED

Creamline Dairy Products Limited ( CDPL ), the Dairy business of GAVL, faced a significantly challenging operating environment in FY 2025-26, with performance adversely impacted by a combination of external and cost related factors. Unseasonal rain during Q1 disrupted demand patterns, while sustained inflation in milk procurement prices exerted significant pressure on margins. These factors, together with heightened competitive intensity in certain markets, weighed on the overall financial performance of the business.

In response, GAVL undertook focused measures centred on cost control, operating efficiencies and portfolio optimization, which helped partially mitigate the impact. At the same time, the business continued to advance its brand led and value added strategy, supported by a disciplined approach to innovation. During the year, new product introductions-including affordable penetration packs and protein focused offerings such as 99/- Paneer and 20/- Badam Milk were launched to address evolving consumer preferences, strengthen brand relevance and expand reach across consumption segments.

Notwithstanding the near term challenges, demand for branded dairy products remains structurally favourable, supported by rising urbanization, increasing health and nutrition awareness and a growing shift towards organized players. CDPL continues to invest in strengthening its milk sourcing infrastructure, quality assurance systems and processing capabilities, positioning the Dairy business to participate effectively in long term growth opportunities as operating conditions stabilize and input cost pressures moderate.

CDPL faced margin pressures due to elevated milk procurement costs and demand disruptions, partially mitigated through cost optimization and portfolio actions. Longer term fundamentals remain favorable, supported by growth in branded dairy consumption.

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 2025-26, CDPL recorded a profit Before Tax of 14 crore as compared to a Profit Before Tax of 28 crore in the previous Financial Year 2024-25.

The shareholding of GAVL in CDPL as on March 31, 2026, was 99.78% of the total Paid-up Equity Share Capital of CDPL.

GODREJ FOODS LIMITED

Godrej Foods Limited ( GFL ) [ Formerly known as Godrej Tyson Foods Limited ] is a wholly owned subsidiary of GAVL. GFL demonstrated resilience during FY 2025-26, operating in a dynamic environment characterized by feed cost volatility and pricing pressures. Consumption demand showed gradual improvement over the course of the year, reflecting recovery in end markets. While profitability remained influenced by fluctuations in input costs and competitive intensity, the business continued to focus on disciplined execution and strategic actions aimed at strengthening its medium-term performance.

Against this backdrop, GFL remained focused on accelerating its strategic shift towards branded and value added processed foods, with a clear emphasis on brand building and innovation. Continued investments behind brands, expansion of the product portfolio and selective new product launches across ready-to-cook and ready-to-eat categories supported higher salience of branded offerings. These initiatives were complemented by increased focus on operating efficiency measures aimed at improving the quality and sustainability of earnings.

The increasing contribution of branded products, supported by wider distribution, focused marketing investments and new product introductions, reinforces GFLs long term strategy of building a differentiated processed foods franchise. Over the medium to long term, favourable consumption trends for protein rich, convenient and branded foods are expected to support growth, with the business well positioned to benefit as input cost volatility moderates and operating leverage improves.

GFL continued its strategic shift towards branded and value added offerings, improving earnings quality over the medium term.

GFL is engaged in the manufacturing of processed poultry and vegetarian products through its brands Real Good Chicken and Yummiez . GFL is also engaged in the sale of live birds in the market.

During the Financial Year 2025-26, GFL has recorded a profit before exceptional items & tax of 28 crore vis-a-vis 26 crore in the previous Financial Year 2024-25.

GODREJ CATTLE GENETICS PRIVATE LIMITED

Godrej Cattle Genetics Private Limited (GCGPL) is a wholly owned subsidiary of GAVL.

GCGPL is engaged in in-vitro production of high-yielding cows that aid dairy farmers produce top-quality milk, thereby increasing their yield significantly.

During the Financial Year 2025-26, GCGPL has reported a Loss Before Tax of ( 1 crore), as compared to a Loss Before Tax of ( 9 crore) in the previous Financial Year 2024-25.

GODVET AGROCHEM LIMITED

Godvet Agrochem Limited (Godvet) is a wholly owned subsidiary of GAVL.

During the Financial Year 2025-26, Godvet recorded Profit Before Tax of 1.29 crore, as compared to Profit Before Tax of 1.49 crore in the previous Financial Year 2024-25.

Joint Venture of GAVL:

ACI GODREJ AGROVET PRIVATE LIMITED, BANGLADESH

ACI Godrej Agrovet Private Limited (ACI GAVPL) experienced near term challenges due to macro and currency volatility; however, the long term growth outlook remains positive, underpinned by structural demand growth and increasing adoption of quality feed solutions.

The revenue and profitability of ACI GAVPL were impacted by input cost volatility, currency fluctuations and a period of political instability in the country. The business expanded its nutrition portfolio and product propositions, particularly in poultry and cattle feed through launch of improved and new products, to better address evolving local market requirements.

With the conclusion of elections, the operating environment is expected to normalize, providing greater stability and improved visibility for the business. The underlying demand fundamentals remain strong, and the long term outlook for ACI GAVPL continues to be positive, driven by structural growth in the livestock sector, increasing formalization of feed consumption and rising acceptance of high quality, performance oriented nutrition solutions.

ACI GAVPL recorded Revenue of 1,501 crore during the Financial Year 2025-26, as compared to 1,623 crore during the previous Financial Year 2024-25.

The shareholding of GAVL in ACI GAVPL as on March 31, 2026, was 50% of the total Paid-up Equity Share Capital of ACI GAVPL.

GODREJ CONSUMER PRODUCTS LIMITED (GCPL)

Godrej Consumer Products Limited crafts the goodness of health and beauty for consumers in emerging markets. As part of the Godrej Industries Group, GCPL is guided by the belief that business, at its best, is a force for good.

Our origins reflect this belief. In 1918, during the Spanish Flu, when most soaps in India were imported and made using animal fat, our founder Ardeshir Godrej created the worlds first commercially produced vegetable oil soap. Rooted in the Swadeshi movement, it was mindful of Indian consumers and accessible, combining delight and democratisation. This continues to shape how GCPL crafts today.

The strategy is anchored in category development, expanding access by addressing real consumer needs with greater relevance and reach. GCPL believes that secret sauce lies in how they integrate design, research, and innovation to create brands that people love and trust. It aims to be wildly successful, approaching the future boldly and purposefully, while remaining deeply rooted in their values.

People and Planet are at the heart of how GCPL operates, shaping strategy, partnerships, and everyday actions. GCPL is ranked number one globally in the Personal Products category on the Dow Jones Best-in-Class Sustainability Indices, recognising their integrated and long-term approach to creating shared value. Through the Godrej DEI Lab, GCPL champion inclusion across our organisation and beyond.

GODREJ CAPITAL LIMITED (GCL)

GCL, a Non-Banking Finance Company - Core Investment Company (NBFC-CIC) (exempt from registration) was a material subsidiary of your Company during the Financial Year 2025-26. GCL has ceased to be subsidiary of your Company, pursuant to transfer of stake held by Godrej Industries Limited in GCL to Godrej Investment Limited on January 28, 2026. Godrej Housing Finance Limited (GHFL), a Non-Banking Finance Company - Housing Finance Company and Godrej Finance Limited (GFL), a Non-Banking Finance Company are wholly owned subsidiaries of GCL.

GCL closed the Fiscal Year with an AUM of 27,867 crore, reflecting a robust 65% growth over the

Previous Year.

The Consolidated Total Income of GCL for FY 2025-26 is 2,478 crore as compared to 1,549 crore in the

Previous Year.

GODREJ INVESTMENT LIMITED (GINVL)

Godrej Investment Limited (GINVL), a wholly owned subsidiary of your Company, was incorporated on January 5, 2026, and is a Core Investment Company (CIC) (exempt from registration). On January 28, 2026,

GINVL acquired 3,89,775 Equity Shares of face value of 10 each of Godrej Capital Limited (GCL) from your

Company.

Consequent to the above transaction, GCL became the subsidiary of GINVL. Further, Godrej Wealth & Asset Management Limited (incorporated on February 4, 2026) is a wholly owned subsidiary of GINVL.

The Consolidated Total Income of GINVL for FY 2025-26 is 2,478 crore.

OTHER SUBSIDIARIES

Godrej International Trading & Investments Pte. Limited (GITI) registered and headquartered in Singapore, is engaged in the global trade of palm oil, soya oil and related agri-commodities. GITI is a wholly owned Subsidiary of your Company. Complementing its operations, Godrej International Limited (GINL) is incorporated in the Isle of Man and functions as a wholly owned subsidiary of the Company. Together, GITI and GINL form an integrated platform for commodity trading and investment, combining market expertise, global reach and a commitment to sustainable growth.

FY 2025-26 has been marked by heightened volatility across global markets. Several interlinked factors have shaped the trading environment:

- Geopolitical tensions and war have disrupted supply chains, raising costs and creating uncertainty around energy security and trade flows.

- C ommodity price inflation has persisted, with palm oil, sunflower oil and soybean oil experiencing sharp swings. Palm oils relative premium remains a challenge, while opportunities in soya oil trading have been actively and profitably captured by GITI and GINL.

- Currency fluctuations, particularly the weakness of the U.S. Dollar and INR volatility have directly impacted on cost and complicated hedging strategies.

- Weather variability continues to affect crop yields and availability, amplifying supply-side risks.

- Energy security and biodiesel policy remain critical unknowns.

Despite these headwinds, GITI and GINL have demonstrated resilience and agility. Their ability to read trends in soya oil and other commodities has enabled profitable trading even in difficult conditions. Moreover, their insights and market intelligence provide valuable support to Indian operating companies-Godrej Consumer Products Limited and Godrej Industries Limited - helping them navigate inflationary pressures, currency volatility and supply chain disruptions.

The operating environment remains volatile, but GITI and GINLs proactive strategies and analytical depth continue to position the Godrej Industries Group advantageously in FY 2025-26.

Financial Position

The Net Debt Position at the end of the Financial Year stands at 9,739 crore as compared to 9,033 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 3,500 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 7,950 crore (previous year 7,000 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 2025-26, 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 at: https://www.godrejindustries.com/investors/compliance-and-corporate-governance/policies-and-codes

All Related Party Transactions entered into by your Company during the Financial Year 2025-26, were on an arms length basis and were in the ordinary course of business.

During the Financial Year 2025-26, the Company had obtained necessary approvals from its Shareholders to enter into Material Related Party Transactions.

Other than the above, there were no material significant transactions with Related Parties during the Financial Year 2025-26, which were in 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-à-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 2025-26.

Manufacturing Facilities

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

Operational achievements at the Ambernath facility in FY26 demonstrated strong progress in capacity expansion, product innovation, and operational excellence. Significant yield improvements were achieved in Sulfonation and Fatty Acid Distillation through focused process optimization. Energy-saving initiatives, including heat recovery projects, contributed to reduced specific energy consumption and a corresponding decline in greenhouse gas (GHG) emissions during the year.

The successful commissioning of the new Fats Splitting Plant in Q1 FY26 and the Oil Degumming Plant in Q3 FY26 further strengthened manufacturing capacity and enhanced product capabilities.

The site also sustained strong safety and quality performance, with notable year-on-year improvements. In line with its inclusive growth agenda, the facility progressed its Diversity, Equity, and Inclusion (DEI) journey through increased hiring of women and Persons with Disabilities (PwD) via focused recruitment initiatives.

Operational achievements at the Valia facility reflect strong capacity expansion, product innovation, and efficiency improvements. The Specialty Plant was commissioned in April 2025, followed by the 100 TPD GDP Plant (Sec-74) in July 2025.

The surfactant portfolio expanded with ALS and SLES (P) 3 Mole, alongside commercialization of 10+ specialty products and plans in place for further expansion and capex projects.

Additionally, the newly acquired ethoxylation unit at Kheda is fully operational and currently ramping up to achieve targeted production capacity.

During FY26, Kundaim, Goa Factory achieved strong operational performance, recording approximately 35% growth in production. The facility successfully introduced four new products, which contributed significantly to overall business growth and portfolio expansion. In addition, cost optimization initiatives through recipe reformulation and pricing improvements helped enhance product contribution margins.

Kundaim Factory is planning a capacity expansion through the addition of one new reactor to further strengthen manufacturing capabilities. Post expansion, the plant is expected to achieve an approximate 30% increase in overall production capacity.

Research and Development (R&D)

During the Financial Year 2026, R&D efforts were strategically focused on strengthening the specialty products and biotech (biosurfactants) business. The emphasis was on developing differentiated, application-driven solutions aligned with evolving customer needs, sustainability expectations, and regulatory trends. Good progress was made in developing C22-based chemistry platforms as part of the specialty portfolio expansion. Leveraging long chain fatty acid/alcohol chemistry and in-house synthesis expertise, these esters/amides were engineered to deliver differentiated performance for personal care and specialty chemical industrial applications. This initiative also represents a deliberate step toward forward integration and valorisation of C22 feedstocks, converting long-chain fatty streams into high value specialty ingredients.

R&D efforts were also undertaken on process studies for Sophorolipid based biosurfactants, aimed at advancing scalable, economically viable, and sustainable production routes. These studies support the development of bio-based, biodegradable surfactants with a reduced environmental footprint, while building internal capabilities for scale-up and commercialization. This initiative reinforces the organizations commitment to sustainable chemistry and the expansion of its biosurfactant platform within the biotech portfolio.

Human Resource Development and Industrial Relations

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 through various R&R programs and external forums. These collective endeavors aimed to bolster employee motivation, enrich their experience, and ultimately drive exceptional business outcomes.

As of March 31, 2026, the total number of employees in our company was 1,328.

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 www.godrejindustries.com. 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, along with the Scheme Document 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 2025-26. The Certificate, obtained from M/s. Nilesh Shah & Associates, Practising Company Secretary in this regard, shall be kept open for inspection by the Members at / during the ensuing 38 th 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 2025-26 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:	Nil
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 of the Companies Act	Nil

Your Company is currently not accepting public deposits and has not accepted any deposits from its Directors during the Financial Year 2025-26.

Directors

(a) Appointment / Re-appointment / Retirement of Directors

Details of Directors who were appointed or re-appointed during the Financial Year 2025-26:

Name of the Director	Particulars
Mr. Nadir Godrej	Re-appointed as the Managing Director of the Company, designated as Chairman
	and Managing Director for a period from April 1, 2026, to August 25, 2026.
Ms. Shweta Bhatia	Re-appointed as the Independent Director of the Company for a second consecutive
	term commencing from October 28, 2025, up to October 27, 2030.
Mr. Sandeep Murthy	Re-appointed as the Independent Director of the Company for a second consecutive
	term commencing from March 1, 2026, up to February 28, 2031.

A. The Nomination and Remuneration Committee and the Board of Directors of the Company at their respective Meetings held on April 13, 2026, had approved / noted:

i. The willingness of Mr. Nadir Godrej to retire and step down as the Chairman and Managing Director of the Company with effect from close of business hours on August 13, 2026, and approved his appointment as the Chairman Emeritus of the Company, with effect from August 14, 2026, along with Mr. Adi Godrej.

The Board placed on record its highest appreciation for the invaluable guidance, support, strategic direction and leadership provided by Mr. Nadir Godrej during his tenure as the Chairman and Managing Director of the Company.

ii. Appointment of Mr. Burjis Godrej (DIN: 08183082) as an Additional Director (Non-Executive,

Non-Independent) of the Company who will hold the office of Director with effect from August 14, 2026. Necessary resolution for his regularization was being moved through Postal Ballot for approval of the Shareholders of the Company.

iii. Mr. Pirojsha Godrej had been appointed as Chairperson-Designate of the Company and Godrej

Industries Group with effect from April 13, 2026.

iv. Appointment of Mr. Pirojsha Godrej, Non-Executive Director as the Chairperson of the Board of Directors of the Company, and the Chairperson of Godrej Industries Group with effect from August 14, 2026.

B. The Nomination and Remuneration Committee and the Board of Directors of the Company at their respective Meetings held on May 15, 2026, have approved the re-appointment of Mr. Vishal Sharma (DIN: 00085416) as a Whole Time Director of the Company, to be designated as Executive Director and Chief Executive Officer (Chemicals), who will hold the office for a period of 3 (Three) years commencing from April 1, 2027, up to March 31, 2030, subject to approval of the Shareholders of the Company.

(b) 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. Vishal Sharma (DIN: 00085416), Whole Time Director of the Company designated as the Executive Director and Chief Executive Officer (Chemicals), is liable to retire by rotation at the ensuing 38 th AGM, and being eligible, has offered himself for re-appointment.

(c) Resolutions to be passed at the ensuing AGM

Appropriate resolutions for re-appointment of Mr. Vishal Sharma (DIN: 00085416), as the Whole Time Director of the Company for a period of 3 (Three) years commencing from April 1, 2027, up to March 31, 2030, and liable to retire by rotation are being moved at the ensuing 38 th (Thirty Eighth) AGM, which the Board recommends for your approval.

(d) Composition of Board of Directors

As on the date of this Boards Report, i.e., as on May 15, 2026, your Companys Board of Directors comprises of the following Directors:

Name of the Director	Director Identification	Category
	Number (DIN)
Mr. Nadir Godrej	00066195	Chairman and Managing Director
Mr. Pirojsha Godrej	00432983	Chairperson - Designate, Non-Executive Non-
		Independent Director
Ms. Tanya Dubash	00026028	Executive Director and Chief Brand Officer
Ms. Nisaba Godrej	00591503	Non-Executive Non-Independent Director
Mr. Vishal Sharma	00085416	Executive Director and 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

(e) 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 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.

(f) 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.

4 (Four) Meetings of the Board of Directors were held during the Financial Year 2025-26 (i.e. on May 15, 2025, August 13, 2025, November 11, 2025, and February 11, 2026). 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.

(g) 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 Group ( GIG ) 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.

(h) 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/compliance-and-corporate-governance/policies-and-codes. 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 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.