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Godrej Agrovet Ltd			Industry : Food - Processing - Indian


BSE Code:	540743	NSE Symbol:	GODREJAGRO	P/E(TTM):	34.87

ISIN Demat:	INE850D01014	Div & Yield %:	1.37	EPS(TTM):	20.97

Book Value(Rs):	121.8211947	Market Cap ( Cr.):	14060.08	Face Value(Rs):	10

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TO THE MEMBERS:

Your Directors have pleasure in presenting this Thirty-Third (33^rd) Directors' Report along with the Audited Financial Statements for the Financial

Year ended March 31, 2024.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company's Standalone and Consolidated Financial Performance during the Financial Year 2023-24 as compared to that of the

previous Financial Year 2022-23 is summarized below:

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	7,164.38	7,014.14	9,601.87	9,481.18
Profit Before Taxation & Exceptional Items	469.50	388.76	472.65	377.68
Less: Exceptional Expense	-	-	-	-
Profit Before Taxation (PBT)	469.50	388.76	472.65	377.68
Less: Tax Expense	112.38	85.12	113.20	82.32
Profit After Taxation (PAT)	357.12	303.64	359.45	295.36

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY, ITS SUBSIDIARIES & JOINT VENTURES & OTHER ASSOCIATES: Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2023-24.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company: Animal Feed:

During the Financial Year 2023-24, the profitability of Animal Feed segment improved considerably by 31.3% over Financial Year 2022-23 on account of higher volumes and realisations in cattle feed category and softened commodity prices. Cattle feed segment continued to record robust volume growth of 11% year-on-year through portfolio of new products launched over the last few years. Fish feed category also delivered strong volume growth of 19% year-on-year.

Crop Protection:

Standalone Crop Protection business delivered a stellar performance during the year and segment profitability improved sharply and was 3.4x of Financial Year 2022-23. Segment revenue also improved significantly and was higher by 37% year-on-year. Sales growth and improvement in margin profile was led by in-house and in-licensed product portfolio. The segment achieved substantial improvement in working capital position with continued focus on channel hygiene during the year.

Vegetable Oil:

Segment revenues and margins were adversely impacted by lower end-product prices. Average prices for crude palm oil and palm kernel oil fell by 19% and 27% respectively year-on-year which constrained growth in revenue and profitability. While revenue was lower by 6% year-on-year, segment margins were lower by 30% over high base of Financial Year 2022-23.

Review of Operations / State of Affairs of Subsidiaries, Joint Ventures & Other Associates:

Your Company 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.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a Statement containing the salient features of the Financial Statements of your Company's Subsidiaries and Associates in Form AOC-1 is annexed to and forms a part of the Financial Statement. The Statement provides the details of performance and financial position of each of the Subsidiaries and

Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement, Audited Accounts of all the Subsidiaries and other documents attached thereto are available on your Company's website www.godrejagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company for the Financial Year 2023-24, as follows:

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

1. Godvet Agrochem Limited:

Godvet Agrochem Limited ("Godvet") is a wholly-owned subsidiary of your Company.

During the Financial Year 2023-24, Godvet recorded Profit Before Tax of Rs 1.41 Crore, as compared to Profit Before Tax of Rs 0.99 Crore in the previous Financial Year 2022-23.

2. Astec LifeSciences Limited & Its Subsidiaries:

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

The shareholding of your Company in Astec as on March 31, 2024, was 64.76% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2023-24:

(i) Behram Chemicals Private Limited:

During the Financial Year 2023-24, Behram Chemicals Private Limited ("Behram") reported a Profit Before Tax of 0.15 Crore, as compared to Profit Before Tax of 0.11 Crore during the previous Financial Year 2022-23.

The shareholding of Astec in Behram as on March 31, 2024 was 65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2023-24, Comercializadora Agricola Agroastrachem Cia Ltda ("Comercializadora"), reported Nil Profit / Loss Before Tax as compared to Nil Profit / Loss during the previous Financial Year 2022-23.

Comercializadora is a wholly-owned subsidiary of Astec.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited ("CDPL") is one of the leading private dairy companies in southern India and its products are sold under the brand name ‘Godrej Jersey'.

During the Financial Year 2023-24, CDPL achieved significant turnaround in its profitability and recorded a profit of 10.73 Crore as compared to a loss of (Rs 56.27 Crore) in the previous Financial Year. The significant improvement in profitability was led by operational efficiencies and favourable milk spread. Revenues for the Financial Year 2023-24 of 1,576.69 Crore were higher by 5% over the previous year.

The shareholding of your Company in CDPL as on March 31, 2024 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited ("GTFL") is engaged in the manufacturing of processed poultry and vegetarian products under its brands 'Real Good Chicken' and 'Yummiez'. GTFL is also engaged in the sale of live poultry birds in the market.

During the Financial Year 2023-24, GTFL has achieved excellent growth in profitability and recorded a Profit Before Exceptional Items & Tax of Rs 49.87 Crore vis-?-vis Rs 13.20 Crore in the previous Financial Year. Growth in profitability was primarily due to sustained operational efficiencies and consistent performance in branded products.

Your Company currently holds a 51.00% equity stake in GTFL.

5. Godrej Cattle Genetics Private Limited (Formerly known as "Godrej Maxximilk Private Limited"):

Godrej Cattle Genetics Private Limited ("GCGPL") is a wholly-owned subsidiary of your Company.

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

During the Financial Year 2023-24, GCGPL has reported a Loss Before Tax of (Rs 5.35 Crore), as compared to a Loss Before Tax of (Rs 4.70 Crore) in the previous Financial Year.

B. Review of Operations / State of Affairs of Joint Ventures (JVs): (i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited ("ACI GAVPL") recorded Revenue of Rs 1,954.02 Crore during the Financial Year 2023-24, as compared to Rs 1,946.70 Crore during the Financial Year 2022-23.

ACI GAVPL continues to remain amongst top players in all the feed categories it operates in Bangladesh.

The shareholding of your Company in ACI GAVPL as on March 31, 2024 was 50% of the total Paid-up Equity Share Capital of ACI GAVPL.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2023-24, your Company had dual rating for its Commercial Paper Programme of 1,000 Crore (Rupees One Thousand Crore Only) as follows:

1. Credit Rating by ICRA Limited: "ICRA A1+" (pronounced as ‘ICRA A one plus' rating); and

2. Credit Rating by CRISIL: "CRISIL A1+" (pronounced as ‘CRISIL A one plus' rating).

The borrowing by way of issuance of Commercial Papers upto the aforesaid aggregate limit of 1,000 Crore (Rupees One Thousand

Crore Only) has been approved by the Board of Directors of the Company.

Moreover, your Company continues to enjoy long term rating of "ICRA AA'' (pronounced as ‘ICRA double A' for its 68.25 Crore Bank limits / facilities and short-term rating of "ICRA A1+" (pronounced as ‘ICRA A one plus' rating) for its 595 Crore Bank limits / facilities and a short term rating of "ICRA A1+" (pronounced as ‘ICRA A one plus' rating) for an additional amount of 70.20 Crore.

4. INFORMATION SYSTEMS:

In your Company, information is considered an important business asset and Information Security recommendations are implemented across organization to provide adequate security to critical information assets.

Industry's best security solutions & Tools are implemented to ensure zero trust security in endpoints, servers, networks & cloud infrastructure with 24 X 7 monitoring mechanism to ensure secure environment and high availability of digital resources. Your Company has stringent cyber security policy and the same is monitored and managed by competent professionals round the clock. For Network security, the Company has a ZERO tolerance policy, and all critical applications are accessible through secure Virtual Private Network (VPN). Data Loss Prevention (DLP) tool is being implemented in your Company to ensure stringent security to important information in organization. Disaster Recovery Site is maintained for critical business applications & Disaster Recovery (DR) Drills are conducted as per audit recommendations to ensure business continuity and compliance.

Digital transformation initiatives are in progress across businesses which include deployment of web-based and mobile applications and automation of business processes using Robotic Process Automation to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Use of the latest technologies like Artificial Intelligence and Machine Learning (AI/ML) & Predictive analytics is in place.

5. MANUFACTURING FACILITIES:

Your Company has several manufacturing facilities across the country, including but not limited to the following:

Animal Feed:

Sachin (Surat - Gujarat), Miraj (Sangli, Maharashtra), Dhule (Maharashtra), Nashik (Maharashtra), Khanna (Ludhiana, Punjab), Ikolaha (Ludhiana, Punjab), Khurda (Orissa), Chandauli (Uttar Pradesh), Kharagpur (West Bengal), Erode (Tamil Nadu), Hajipur (Bihar), Tumkur (Karnataka), Unnao (Uttar Pradesh), Medchal (Telangana), Bundi (Rajasthan) and Sarsa (Anand, Gujarat) Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh) and Barabanki (Uttar Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oil:

Valpoi (Sattari, Goa), Ch. Pothepalli (West Godavari District, Andhra Pradesh), Chintalapudi (Andhra Pradesh), Seethanagaram (West Godavari District, Andhra Pradesh), Varanavasi (Ariyalur, Tamil Nadu) and Kolasib (Mizoram)

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. Your Company also continued to focus on manpower productivity and efficiency during the Financial Year under review and hence drives various learning and development interventions in this regard, in line with the organizational objectives. Your Company is also committed to foster employee engagement and connect, while maintaining a safe and healthy workplace. Your Company has several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. As on March 31, 2024, the total number of permanent employees of the Company was 2,664.

7. MATERIAL CHANGES AND COMMITMENTS SINCE THE FINANCIAL YEAR END:

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2023-24 to which the Financial Statements relate and the date of the Directors' Report (i.e., from April 1, 2024 upto May 8, 2024). The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports upto the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2023-24:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2023-24 at the rate of 100%

(One Hundred per cent), i.e., 10/- (Rupees Ten Only) per Equity Share of Face Value of 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing Thirty-Third Annual General Meeting ("33^rd AGM").

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Friday, July 26, 2024 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by

National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2022, mandates that dividends paid or distributed by a Company after April 1, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 33^rd AGM, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2023-24 is in accordance with the Company's Dividend Distribution Policy.

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

B. Status of Final Dividend Declared for the Financial Year 2022-23:

The Company had declared a Final Dividend at the rate of 95%, i.e., 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of 10/- (Rupees Ten Only) each, at its Thirty-Second Annual General Meeting ("32^nd AGM") held on August 1, 2023 for the Financial Year 2022-23, aggregating to 182,60,03,189/- (Rupees One Hundred and Eighty Two Crore Sixty Lakh Three

Thousand One Hundred and Eighty Nine Only).

As on March 31, 2024, 163,69,40,059/- (Rupees One Hundred and Sixty Three Crore Sixty Nine Lakh Forty Thousand and Fifty Nine Only) was paid and 4,86,974/- (Rupees Four Lakh Eighty-Six Thousand Nine Hundred and Seventy Four Only) is lying in the Unpaid Dividend Account for the said Financial Year 2022-23.

The Final Dividend declared and paid by the Company for the Financial Year 2022-23 was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company's Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2023-24.

10. SHARE CAPITAL:

Your Company's Equity Share Capital position as at the beginning of the Financial Year 2023-24 (i.e., as on April 1, 2023) and as at the end of the said Financial Year (i.e., as on March 31, 2024) was as follows:

	Authorized Share Capital			Issued, Subscribed & Paid-up Share Capital
Category of Share Capital	No. of Shares	Face Value Per Share ( )	Total Amount ( )	No. of Shares	Face Value Per Share ( )	Total Amount ( )
As on April 1, 2023:
Equity	22,49,94,000	10	2,24,99,40,000	19,21,60,890	10	192,16,08,900
Preference	6,000	10	60,000	-	-	-
TOTAL	22,50,00,000		2,25,00,00,000	19,21,60,890	10	192,16,08,900
As on March 31, 2024:
Equity	22,49,94,000	10	2,24,99,40,000	19,22,10,862	10	192,21,08,620
Preference	6,000	10	60,000	-	-	-
TOTAL	22,50,00,000		2,25,00,00,000	19,22,10,862	10	192,21,08,620

During the Financial Year 2023-24, your Company has allotted 49,972 (Forty-Nine Thousand Nine Hundred and Seventy Two) Equity

Shares of Face Value of 10/- (Rupees Ten Only) each under Godrej Agrovet Limited Employees Stock Grant Scheme 2018 ("ESGS

2018"), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 49,972 (Forty-Nine Thousand Nine Hundred and Seventy Two) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors administers, Godrej Agrovet Limited – Employees Stock Grant Scheme, 2018 ("ESGS 2018"), under which stock options are granted to the Eligible

Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company www.godrejagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2023-24.

Your Company has received an Annual Certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the

Company that, during the Financial Year 2023-24, ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Shareholders. Any request for inspection of the said Certificate may please be sent to gavlinvestors@godrejagrovet.com.

The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 has been made available on the website of the Company, viz., www.godrejagrovet.com.

12. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of

Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2023-24.

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

(a)	Accepted during the Financial Year 2023-24	: Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2023-24	: Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the Financial
	Year 2023-24 and if so, number of such cases and total amount involved –
	(i) At the beginning of the year	: Nil
	(ii) Maximum during the year	: Nil
	(iii) At the end of the year	: Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	: Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited ("GIL"), as defined under Section 2(87) of the Companies Act,

2013. As on March 31, 2024, the shareholding of GIL in your Company was 12,47,14,957 (Twelve Crore Forty-Seven Lakh Fourteen

Thousand Nine Hundred and Fifty-Seven) Equity Shares of Face Value of 10/- (Rupees Ten Only) each, aggregating to 64.88% of the

Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2023-24, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2023-24:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2023-24

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2023-24, in which your Company holds 64.76% of the Equity Share Capital as on March 31, 2024.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2023-24, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2024 and is also a Listed Material Subsidiary.

v. Comercializadora Agricola Agroastrachem Cia Ltda (Bogota Columbia):

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2023-24.

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2023-24, in which your Company holds 51.91% as on March 31, 2024 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2024, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. Godrej Tyson Foods Limited:

Subsidiary of your Company throughout the Financial Year 2023-24, in which your Company holds 51.00% as on March 31, 2024 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2024, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vii. Godrej Cattle Genetics Private Limited (Formerly known as "Godrej Maxximilk Private Limited"):

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2023-24.

15. JOINT VENTURE COMPANY:

During the Financial Year 2023-24, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

Your Company holds 50% of the Paid-Up Equity Share Capital in ACI Godrej Agrovet Private Limited ("ACI GAVPL") (a body corporate incorporated in and under the laws of Bangladesh), while the remaining 50% of the Paid-Up Equity Share Capital in ACI GAVPL is held by Advanced Chemical Industries (ACI) Limited, Bangladesh, pursuant to a Joint Venture arrangement.

16. ASSOCIATE COMPANY:

During the Financial Year 2023-24, Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE) has ceased to be an Associate Company of your Company, due to its liquidation.

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2023-24, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and / or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL

STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2023-24.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE

REASONS THEREOF:

During the Financial Year 2023-24, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2023-24 is being placed on the website of your Company and is available at the web-link https://www.godrejagrovet.com/investors/annual-reports.

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2024:

Sr. Name of the Director No.	Nature of Directorship	Director Identification Number (DIN)
1. Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director	00066195
2. Ms. Tanya A. Dubash	Non-Executive & Non-Independent Director	00026028
3. Ms. Nisaba Godrej	Non-Executive & Non-Independent Director	00591503
4. Mr. Pirojsha Godrej	Non-Executive & Non-Independent Director	00432983
5. Mr. Burjis Godrej	Executive Director	08183082
6. Mr. Balram S. Yadav	Managing Director	00294803
7. Dr. Ritu Anand	Independent Director	00363699
8. Ms. Aditi Kothari Desai	Independent Director	00426799
9. Ms. Roopa Purushothaman	Independent Director	02846868
10. Mr. Natarajan Srinivasan	Independent Director	00123338
11. Mr. Kannan Sitaram	Independent Director	01038711
12. Dr. Ashok Gulati	Independent Director	07062601
13. Ms. Ritu Verma	Independent Director	05262828

The following changes have taken place in the Directors of your Company during the Financial Year 2023-24 and till the date of this

Report:

Name of Director	Date & Particulars of Change
Ms. Tanya A. Dubash	In accordance with the provisions of Section 152 of Companies Act, 2013, Ms. Tanya A. Dubash and Mr.
	Jamshyd Godrej, Non-Executive & Non-Independent Directors, were liable to retire by rotation at the
Mr. Jamshyd Godrej	32^nd(Thirty-Second) Annual General Meeting (AGM) of the Company held on August 1, 2023 and being eligible and having offered themselves for re-appointment, were re-appointed at the said AGM.
Mr. Jamshyd Godrej	Mr. Jamshyd Godrej (DIN: 00076250) ceased to be a Director (Non-Executive & Non-Independent) of the Company with effect from January 24, 2024, due to resignation.
Ms. Nisaba Godrej	Ms. Nisaba Godrej and Mr. Pirojsha Godrej, Non-Executive & Non-Independent Directors of the Company, are liable to retire by rotation at the ensuing 33^rd (Thirty-Third) Annual General Meeting (AGM)
Mr. Pirojsha Godrej	of the Company, in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible, offer themselves for re-appointment.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the

Company for the Financial Year 2023-24.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act,

2013, throughout the Financial Year 2023-24:

1. Mr. Balram S. Yadav - Managing Director;

2. Mr. Burjis Godrej - Executive Director;

3. Mr. S. Varadaraj - Chief Financial Officer & Head - Legal & IT;

4. Mr. Vivek Raizada - Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Board of the Directors of your Company has formulated a Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company has been made available on website of the Company at https://www. godrejagrovet.com/sustainability/codes-and-policies.

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2024, the following Directors on your Company's Board were Independent Directors:

Sr. No.	Name of the Director DIN
1. Dr. Ritu Anand	00363699
2. Ms. Aditi Kothari Desai	00426799
3. Ms. Roopa Purushothaman	02846868
4. Mr. Natarajan Srinivasan	00123338
5. Mr. Kannan Sitaram	01038711
6. Dr. Ashok Gulati	07062601
7. Ms. Ritu Verma	05262828

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 and

Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 8, 2024.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration

Policy of the Company and is available on the Company's website at https://www.godrejagrovet.com/sustainability/codes-and-policies.

The abovementioned criteria are also reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company's business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall: i. uphold ethical standards of integrity and probity; ii. act objectively and constructively while exercising his / her duties;

iii. exercise his / her responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to his / her professional obligations for informed and balanced decision making; v. not allow any extraneous considerations that will vitiate his / her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board of Directors in its decision-making; vi. not abuse his / her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person; vii. refrain from any action that would lead to loss of his / her independence; viii. where circumstances arise which make an Independent Director lose his / her independence, the Independent Director must immediately inform the Board accordingly; ix. assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 (as may be amended from time to time) and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2023-24 are available on the website of the Company and can be accessed through the web-link https://www.godrejagrovet.com/investors/compliance. During the Financial Year 2023-24, no person has been appointed as an Independent Director of the Company.

All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs, Manesar ("IICA") and have their name included in the ‘Independent Directors Data Bank' maintained by the IICA.

The status of Proficiency Test of the Independent Directors conducted by IICA are as follows:

Sr. No.	Name of the Independent Director	Status of clearing the Proficiency Test
1.	Dr. Ritu Anand	Exempted
2.	Ms. Aditi Kothari Desai	Passed
3.	Ms. Roopa Purushothaman	Passed
4.	Mr. Natarajan Srinivasan	Exempted
5.	Mr. Kannan Sitaram	Exempted
6.	Dr. Ashok Gulati	Exempted
7.	Ms. Ritu Verma	Will appear

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2023-24, (i.e., May 9, 2023, August 1, 2023, November 3, 2023 and February 1, 2024). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

The maximum gap between any two consecutive Board Meetings did not exceed 120 (One Hundred Twenty) days.

27. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) 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 to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2024:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Natarajan Srinivasan	Chairman, Non-Executive & Independent Director
2.	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3.	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

There were 4 (Four) Meetings of the Audit Committee held during the Financial Year 2023-24, (i.e., May 9, 2023, August 1, 2023, November 3, 2023 and February 1, 2024).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2023-24, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended all the Meetings of the Audit Committee held during the Financial Year 2023-24.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules,

2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors as on March 31, 2024:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There was 1 (One) Meeting of the Nomination and Remuneration Committee held during the Financial Year 2023-24 (i.e., on May 9, 2023).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Nomination and Remuneration Committee. He has attended the Meeting of the Nomination and Remuneration Committee held during the Financial Year 2023-24.

29. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a

Stakeholders' Relationship Committee of the Board of Directors, comprising of the following Directors as on March 31, 2024:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders' Relationship Committee held during the Financial Year 2023-24 (i.e., on November 3, 2023).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Stakeholders' Relationship Committee. He has attended the Meeting of the Stakeholders' Relationship Committee held during the Financial Year 2023-24.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE & CSR POLICY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors as on March 31, 2024:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ashok Gulati	Chairman, Non-Executive & Independent Director
2.	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Balram S. Yadav	Member, Managing Director
4.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2023-24 (i.e., on May 9, 2023 and February 1, 2024).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the CSR Committee. He has attended the Meetings of the CSR Committee held during the Financial Year 2023-24.

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group's ‘Good & Green' vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group's Good & Green goals and have helped us 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 your Company's website and can be accessed through the web-link https://www. godrejagrovet.com/sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2023-24, your Company was required to spend 717 Lakh (Offset of excess CSR Spend for the previous Financial Year 2022-23 Rs 16 Lakh from the Mandatory @ 2% of Average Net Profits of last 3 Financial Years Rs 733 Lakh ) towards CSR Activities in terms of the mandatory provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social

Responsibility Policy) Rules, 2014, while the actual CSR spending for the year was 796 Lakh. Thus, the mandatory amount for the

Financial Year 2023-24 has been fully spent by the Company.

An excess amount of Rs 79 Lakh spent on CSR Activities of the Company undertaken during the Financial Year 2023-24, will be adjusted in the aggregate amount to be spent towards CSR Activities during the succeeding Financial Year(s), if required, pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2023-24 is annexed as "Annexure – A".

31. RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Directors as on March 31, 2024:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2023-24 (i.e., on July 21, 2023 & January 16, 2024).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Risk Management Committee. He has attended 2

(Two) Meetings of the Risk Management Committee held during the Financial Year 2023-24.

Your Company endeavors to become aware of different kinds of business risks and bring together elements of best practices for risk management in relation to existing and emerging risks. Rather than eliminating or avoiding these risks, the decision-making process at your Company considers it appropriate to take fair and reasonable risk which also enables your Company to effectively leverage market opportunities.

The Board determines the fair and reasonable extent of principal risks that your Company is willing to take to achieve its strategic objectives. With the support of the Audit Committee, it carries out a review of the effectiveness of your Company's risk management process covering all material risks.

Your Company has substantial operations spread almost all over the country and its competitive position is influenced by the economic, regulatory and political situations and actions of the competitors.

The Company has developed and implemented a Risk Management Policy and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.

Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as production, insurance, legal and other issues like health, safety and environment.

32. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Directors as on March 31, 2024:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 12 (Twelve) times during the Financial Year 2023-24, (i.e., on May 9, 2023, May 26, 2023, June 5, 2023, August 1, 2023, September 15, 2023, October 16, 2023, November 3, 2023, December 12, 2023, January 22, 2024, February 1, 2024, February 27, 2024 and March 13, 2024).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2023-24, i.e., on May 9, 2023, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

The Meeting of the Independent Directors was conducted without the presence of the Chairman, other Non-Independent Directors and the Management team of the Company.

34. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy ("Policy") as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company's Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://www.godrejagrovet.com/sustainability/codes-and-policies. Mr. V. Swaminathan,

Head Corporate Audit & Assurance, has been appointed as the ‘Whistle Blowing Officer' and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy. To support its people to overcome their ethical dilemmas and raise an ethical concern freely "Speak-up" was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors, distributors and consultants to easily raise their ethical concerns in any of the following ways: z Dial the hotline number z Write to the Ethics E-mail id z Log on to the web portal z Chat Bot z Reach out to the Whistle Blowing Officer

While raising a concern, the person can choose to remain anonymous. "Speak-up" ensures to maintain confidentiality for genuine concerns.

The Audit Committee reviews reports made under this Policy and implements corrective actions, wherever necessary.

35. PERFORMANCE EVALUATION:

The Board of Directors of your Company has carried out an Annual Performance Evaluation of its own, the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Board as a whole, the Chairman of the Board and Non-Independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning, composition of the

Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The confidential online questionnaire was responded to by the Directors and vital feedback was received from them on how the Board currently operates and ways and means to enhance its effectiveness.

The Board of Directors has expressed its satisfaction with the entire evaluation process.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE:

Your Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation.

The Board of Directors of your Company has constituted Internal Complaints Committees ("ICC") at Head Office as well as regional levels, pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has complied with the provisions relating to the constitution of ICCs under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31, 2024:

Sr. No.	Name	Designation in ICC Committee
1.	Ms. Mallika Mutreja	Chairperson
2.	Mr. S. Varadaraj	Member
3.	Mr. Vivek Raizada	Member
4.	Mr. Ruturaj Degvekar	Member
5.	Ms. Neeyati Shah	Member
6.	Ms. Prarthana Uppal	Member
7.	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace ("POSH Policy") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received 3 (three) complaints under the POSH Policy during the Financial Year 2023-24, out of which 2 (two) complaints stand resolved as on March 31, 2024.

37. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2023-24 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

38. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF

SECTION 188 OF THE COMPANIES ACT, 2013:

During the Financial Year 2023-24: z There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. z None of the Directors had any pecuniary relationships or transactions vis-?-vis the Company. z Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 58 of the Standalone Financial Statements, forming part of the Annual Report.

All the Related Party Transactions entered into by your Company during the Financial Year 2023-24, were on arm's length basis and in the ordinary course of business.

40. FRAUD REPORTING:

During the Financial Year 2023-24, 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.

41. INTERNAL FINANCIAL CONTROLS:

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of your Company commensurate with the size, scale and complexity of business operations of your

Company.

The Company has a proper system of internal controls to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

Your Company's Corporate Audit & Assurance Department, issues well-documented operating procedures and authorities, with adequate in-built controls at the beginning of any activity and during the continuation of the process, if there is a major change.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm's length basis, entered into with an intent to further the Company's interests.

43. DIRECTORS' RESPONSIBILITY STATEMENT:

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, to the best of their knowledge and ability, confirm that: a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on

March 31, 2024) and of the profit and loss of the Company for that period (i.e., the Financial Year 2023-24);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the Annual Accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

44. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on Corporate Governance forms a part of the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the "Secretarial Auditors" of your Company, have certified your Company's compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance

Certificate is annexed to the Report on Corporate Governance.

45. STATUTORY AUDITORS:

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 had recommended to the Shareholders the re-appointment of BSR & Co. LLP, Chartered Accountants, as the "Statutory Auditors" of the Company, for a second term of 5 (Five) years, to hold office from the conclusion of the 31^st (Thirty First) Annual General Meeting ("AGM") till the conclusion of the 36^th (Thirty Sixth) AGM.

The Shareholders of the Company at their 31^st (Thirty-First) AGM held on July 29, 2022 had approved the re-appointment of BSR & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) as the "Statutory Auditors" of the Company, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, to hold office for a second term of 5 (Five) years, i.e., from the conclusion of the 31^st (Thirty First) AGM, till the conclusion of the 36^th (Thirty Sixth) AGM.

46. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) were appointed by the Board of Directors at its

Meeting held on May 9, 2023, as the "Cost Auditors" of the Company for the Financial Year 2023-24, 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. The Shareholders of the Company at their Thirty-Second Annual General Meeting ("32^nd AGM") held on August 1, 2023, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2023-24, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai have been re-appointed by the Board of Directors, at its Meeting held on May 8,

2024, as the "Cost Auditors" of the Company for the Financial Year 2024-25, 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. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 33^rd (Thirty-Third) Annual General Meeting (33^rd AGM), in terms of

Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

47. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, at its Meeting held on May 9, 2023, had appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment &

Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2023-24 is annexed as

"Annexure – B" to this Board's Report.

The Board of Directors of your Company at its Meeting held on May 8, 2024, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.: P2014MH037400), who have provided their consent and confirmed their eligibility to act as the

"Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2024-25, pursuant to the provisions of

Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,

2014.

48. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY(IES):

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2023-24 of Creamline Dairy Products Limited ("CDPL") and Godrej Tyson Foods Limited ("GTFL"), Unlisted Material Subsidiaries of your Company, are annexed as "Annexure – C" and Annexure-D respectively, to this Board's Report.

49. RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY

AUDITORS, THE SECRETARIAL AUDITORS AND THE COST AUDITORS:

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors' Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2023-24.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2023-24.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2022-23, which was received and noted during the Financial Year 2023-24. The Cost Audit Report for the Financial Year 2023-24 will be received by the Board of Directors of the Company in due course.

50. LISTING FEES:

Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), the Stock Exchange where its securities are listed.

51. DEPOSITORY SYSTEM:

Your Company's Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE850D01014.

52. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company's success and growth.

54. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

55. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company's website viz., https://www.godrejagrovet.com/sustainability/codes-and-policies, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

The key policies that have been adopted by your Company are as follows:

1. Risk Management Policy	The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks. In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2. Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company's strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.
3. Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Listing Regulations. As on March 31, 2024, Creamline Dairy Products Limited and Godrej Tyson Foods Limited are the material unlisted Subsidiaries and Astec LifeSciences Limited is a material listed Subsidiary of your Company.
4. Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5. Whistle Blower Policy /Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6. Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7. Policy on Materiality of Related	This Policy regulates all transactions between the Company and its Related Parties.
Party Transactions and dealing with
Related Party Transactions
8. Code of Conduct for Prevention of Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9. Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10. Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11. Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12. Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.
13. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information ("UPSI") without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company's securities. In general, this Policy aims to maintain uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.
14. Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2023-24.
15. Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16. Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17. Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates your Company's commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

55. SECRETARIAL STANDARDS:

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

56. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2023-24, in accordance with the Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR seeks disclosures from listed entities on their performance against the nine principles of the ‘National Guidelines on

Responsible Business Conduct (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.

Further, SEBI vide its Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, has introduced BRSR Core and reasonable assurance which will be applicable in a phased manner and on the basis of market capitalization of the listed entity.

57. MANAGERIAL REMUNERATION:

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

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as "Annexure – F" to this Report.

58. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the

Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 33^rd (Thirty-Third) Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at gavlinvestors@godrejagrovet.com.

59. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Financial Statements. The Notes to the Financial Statements referred to the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statement of your Company forms part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries.

The Audited Annual Financial Statements and related information of the Company's Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at gavlinvestors@godrejagrovet.com The Subsidiary Companies' Financial Statements are also available on the Company's website https://www.godrejagrovet.com/investors/ annual-reports, pursuant to the provisions of Section 136 of the Companies Act, 2013.

60. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund established by the Central Government ("IEPF Authority"), upon completion of 7 (Seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF Authority till the date of this Report.

61. DISCLOSURE AS PER PART G OF THE SCHEDULE V TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING

OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Company has been informed by way of a family letter dated April 30, 2024 issued jointly by Mr. Adi Godrej (ABG), Mr. Nadir Godrej (NBG), Mrs. Smita Godrej Crishna (SVC) and Mr. Jamshyd Godrej (JNG) that the Godrej family members have entered into a family settlement agreement and a brand & non-compete agreement on April 30, 2024. The Company is not a party to these agreements.

The settlement contemplates a realignment of, inter alia, the shareholding of Godrej Industries Limited, which is the Holding Company of your Company, subject to applicable regulatory approvals. Pursuant to the realignment, the management and control of the Company will continue with the ABG / NBG family, and the JNG / SVC family will not be involved in the management and operations of the Company. Currently, there are no members of the JNG / SVC Family who are Directors on the Board of Directors of the Company.

62. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2023-24, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report.

63. CAUTIONARY STATEMENT:

Statements in the Directors' Report and the Management Discussion and Analysis Report describing the Company's objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company's operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

64. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

For and on behalf of the Board of Directors of

Godrej Agrovet Limited

Sd/-

Nadir B. Godrej

Chairman

(DIN: 00066195)

Date: May 8, 2024

Place: Mumbai