To the Members,

Your Board of Directors ("Board") is pleased to present the Thirty-Eighth Annual Report ("Report") of Marico Limited ("Marico" or "Company" or "your Company") for the financial year ended March 31, 2026 ("year under review" or "year" or "FY26").

In compliance with the applicable provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this Report covers the financial results and other developments during the financial year from April 1, 2025 to March 31, 2026, in respect of Marico on a standalone basis as well as consolidated basis comprising Marico and its subsidiaries. The consolidated entity has been referred to as "Marico Group" or "Group" in this Report.

FINANCIAL RESULTS – OVERVIEW

Rs. in Crore

In FY26, the Company recorded a consolidated turnover of H 13,611 Crores (USD 1.5 billion), reflecting a growth of 26% over the previous year. India business volumes grew by 8% during the year, while the international business delivered constant currency growth of 20%. Operating profit stood at H 2,328 Crores, an increase of 9% compared to last year. The operating margin was 17.1%, lower by ~265 bps vis-?-vis the preceding year. Recurring net profit after tax stood at H 1,762 Crores, up 11% on a year-on-year basis.

The India business delivered a turnover of H 10,348 Crores, registering growth of 28% over the previous year. Volume growth stood at 8%, reflecting resilience across core portfolios and the accelerated expansion of new businesses. This was supplemented by pricing interventions in core categories to offset elevated input costs. Operating margin of the India business was 17.1% in FY26, compared to 20.2% in the preceding year. The moderation in margin was primarily driven by contraction in gross margin due to higher input costs, which was partially mitigated through pricing actions in core portfolios.

The International business reported a turnover of H 3,263 Crores, reflecting growth of 20% over the previous year. Constant currency growth stood at 20%, underscoring sustained momentum across markets. Operating margin in the International business was 25.9% in FY26, compared to 27.9% in the preceding year, with the moderation in profitability attributable to escalated input costs across key markets.

Further details on Marico's business, outlook, financial and operational performance, subsidiary/segment-wise overview, etc. are provided as part of the Management Discussion and Analysis Report.

There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of FY26 and the date of this Report. Further, there has been no change in the nature of business of the Company.

RESERVES

There is no amount proposed to be transferred to the Reserves.

DIVIDEND

Your Company's wealth distribution philosophy aims at sharing its prosperity with its shareholders, through a formal earmarking/ disbursement of profits to its shareholders while retaining sufficient profits in the business for various purposes. In accordance with Regulation 43A of the SEBI Listing Regulations, the Company has adopted the Dividend Distribution Policy, which details various parameters subject to consideration of which the Board may recommend or declare Dividend, including working capital and capital expenditure requirements, funds required for acquisitions, reducing debt, contingencies, etc. The Dividend Distribution Policy is available on the Company's website at https://marico. com/investorspdf/Dividend_Distribution_Policy.pdf.

Based on the principles and factors enunciated in the above Policy, a Final Dividend of H 4.00 per equity share of H 1 each for the financial year ended 2025-26, has been recommended by the Board on May 5, 2026 to the Members for approval at the ensuing 38th Annual General Meeting ("AGM") of the Company. The Final Dividend, if approved by the Members, shall be paid on or before September 5, 2026 to the Members whose names appear in the Register of Members as on Thursday, July 30, 2026, being the record date fixed for this purpose.

The total Dividend for the financial year amounts to H 4.00 per equity share. Thus, the dividend pay-out ratio is 29% of the recurring consolidated net profit after tax as compared to 85% in the previous year, owing to deployment of cash towards acquisitions of businesses during the year in line with the strategic intent of diversification and premiumisation of the portfolio. Your Company is in compliance with the Dividend Distribution Policy as approved by the Board.

Members are requested to note that as per the provisions of the Income Tax Act, 2025 ("IT Act"), dividends paid or distributed by a company shall be taxable in the hands of the Members. Your Company shall therefore deduct tax at source ("TDS") (at the applicable rates) at the time of payment of the Final Dividend. For further details related to TDS on Dividend, please refer to Note 13 of the Notice of 38th AGM.

CHANGES IN SHARE CAPITAL

During FY26, the paid-up equity share capital of the Company increased from H 129.55 Crores to H 129.81 Crores, consequent to allotment of:

8,25,267 equity shares of H 1 each upon exercise of stock options under the Marico Employee Stock Option Plan, 2016; and

18,26,069 equity shares of H 1 each to the Welfare of

Mariconians Trust ("WEOMA Trust") for the purpose of implementing the facility of cashless exercise by eligible employees under the Marico Employee Stock Option Plan, 2016.

SUBSIDIARIES

A list of bodies corporate which are subsidiaries of your Company is provided as part of the notes to the Consolidated Financial Statements. Marico Bangladesh Limited continues to be the material subsidiary of the Company, in terms of provisions of Regulation 16(1)(c) of the SEBI Listing Regulations. The following developments took place with regard to subsidiaries of Marico during FY26:

Acquisitions

On May 31, 2025, your Company acquired additional equity stake of 8.80% on fully diluted basis in Satiya Nutraceuticals Private Limited ("Plix"), subsidiary of the Company, thereby increasing its aggregate stake in Plix to 60% on a fully diluted basis.

On October 17, 2025, your Company completed the acquisition of balance equity stake of 46.02% in HW Wellness Solutions Private Limited

("True Elements") and consequently, it became a wholly-owned subsidiary of the Company.

On January 29, 2026, your Company acquired equity stake of 93.27% in Zea Maize Private Limited ("4700BC") and consequently, 4700BC became a subsidiary of the Company. Subsequently, your Company acquired an additional stake of 0.75% in 4700BC, thereby increasing its equity stake to 94.02% of the paid-up share capital.

On February 5, 2026, your Company completed the acquisition of aggregate equity stake of 60% in Cosmix Wellness Private Limited ("Cosmix") and consequently, Cosmix became a subsidiary of the Company.

On April 2, 2026, Marico South East Asia Corporation, a wholly-owned subsidiary of the Company, completed the acquisition of equity stake of 75% in Skinetiq Joint Stock Company ("Skinetiq"), an entity incorporated in Vietnam. Consequently, Skinetiq became a step-down subsidiary of the Company.

Business integration and other restructuring

In line with the Company's digital-first strategy and with a view to augment its digital transformation journey, your Company has undertaken an intra-group restructuring involving integration of business of its wholly-owned subsidiaries, viz. Apcos Naturals Private Limited

("Just Herbs") and Zed Lifestyle Private Limited ("Beardo") by way of voluntary liquidation and distribution of their entire business undertakings to the Company on a going-concern basis. Pursuant to receipt of the requisite approvals and consents, the voluntary liquidation of Just Herbs and Beardo is deemed to have commenced on August 4, 2025 and April 1, 2026, respectively. Pursuant to a distribution effected by the liquidator of Just Herbs, the business undertaking of Just Herbs has been distributed to the Company on a going concern basis, w.e.f. October 1, 2025, being the date from which the Company is considered to have received the said undertaking.

Application seeking approval of Hon'ble National Company Law Tribunal (NCLT), Chandigarh and Ahmedabad, for dissolution of Just Herbs and Beardo respectively, will be made in due course upon completion of requisite steps under applicable laws.

MBL Industries Limited, a wholly-owned subsidiary of Marico Middle East FZE, was voluntarily liquidated w.e.f. September 18, 2025 and consequently ceased to be a step-down subsidiary of the Company.

In accordance with Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of all subsidiaries and associate companies/joint ventures, if any, in prescribed Form AOC - 1 forms part of this Report. The statement also provides details of performance and financial position of each of the subsidiaries.

The audited financial statements together with related information and other reports of each of the subsidiary companies are available on the Company's website at https://marico.com/ india/investors/annual-report and the same are also available for inspection by the Members. Any Member desirous of inspecting the said financial statements or obtaining copies of the same may write to the Company Secretary & Compliance Officer at investor@marico.com.

In line with the requirements of the Act and the SEBI Listing Regulations, your Company has approved a policy for determining material subsidiaries and the same is available on the Company's website at https://marico.com/investorspdf/ Policy_for_Determination_of_Material_Subsidiary.pdf.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of the loans, guarantees and investments, as required under Section 186 of the Act and Schedule V of the SEBI Listing

Regulations, are provided as part of the notes to the financial statements of the Company.

The Board at its meeting held on May 2, 2025, approved a proposal for enhancement of existing limits for loans, guarantees, securities and investments under Section 186 of the Act to H 10,000 Crores, which was subsequently approved by the Members at the 37th AGM held on August 8, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis forms an integral part of this Report and gives an update, inter alia, on the following matters:

Economic Scenario

Industry structure and developments

Segment-wise overview of business performance

Financial Overview

Shareholder Value

Outlook

Human Resources

Information Technology & Digital

Risk Management

Internal control systems and their adequacy

Enterprise Risk Management Framework

Internal Financial Controls

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Company actively seeks to adopt global best practices for an effective functioning of the Board and believes in having a truly diverse Board whose wisdom and strength can be leveraged for creating greater stakeholder value, protection of their interests and better corporate governance. Marico's Board comprises eminent persons with proven competence and integrity, who bring in vast experience and expertise, strategic guidance and leadership qualities.

As on March 31, 2026, the Board consisted of one Executive Director, seven Independent Directors (including two Women Independent Directors) and four Non-Executive Non-Independent Directors.

The Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act. The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet all the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations.

As per Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, all the Independent Directors satisfy all the criteria of independence as defined under the Act, rules framed thereunder and the SEBI Listing Regulations, and that they are independent of the Management of the Company.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. In terms of the requirements under the SEBI Listing Regulations, the Board has identified list of key skills, expertise and core competencies of the Board, including the Independent Directors, details of which are provided as part of the Corporate Governance Report.

As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Independent Directors Databank and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs, wherever required.

The Board met four times during FY26 on May 2, 2025, August 4, 2025, November 14, 2025 and January 27, 2026. Necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

Lead Independent Director

As a measure of enhanced corporate governance and increased Board effectiveness, the Board previously appointed Mr. Milind Barve (DIN: 00087839), Independent Director, as the Lead Independent Director, w.e.f. November 1, 2024. The Lead Independent Director inter alia presides over separate meeting(s) of the Independent Directors as Chairman, acts as a representative of Independent Directors and carries out such other roles and responsibilities as may be assigned by the Board or Independent Directors from time to time.

I. Appointment/Re-appointment of Directors

The Board at its meeting held on May 2, 2025, based on the recommendation of Nomination and Remuneration Committee ("NRC"), approved the below matters which were subsequently approved by Members at the 37th AGM held on August 8, 2025:

1. Re-appointment of Mr. Saugata Gupta (DIN: 05251806) as the Managing Director & Chief Executive Officer ("MD & CEO") of the Company for a term of 2 (two) years w.e.f. April 1, 2026 to

March 31, 2028, not liable to retire by rotation, and terms thereof including remuneration.

2. Continuation of Directorship of Mr. Harsh Mariwala (DIN: 00210342) as a Non-Executive Director after attaining the age of 75 (seventy-five) years in the year 2026, pursuant to the provisions of Regulation 17(1A) of SEBI Listing Regulations.

The Board vide its resolution dated August 13, 2025, based on the recommendation of NRC, approved the appointment of Mr. Bhaskar Bhat (DIN: 00148778) as an Additional Director (in the capacity of Independent Director), not liable to retire by rotation, in terms of Section 161 of the Act for a term of 5 (five) consecutive years, w.e.f. October 1, 2025 to September 30, 2030 (both days inclusive), and continuation of his directorship as an Independent Director after he attains the age of

75 (seventy-five) years in the financial year 2029-30 pursuant to Regulation 17(1A) of SEBI Listing Regulations. Subsequently, the Members approved the aforesaid appointment vide resolution dated September 22, 2025, passed through postal ballot. The details of postal ballot have been disclosed as part of the Corporate Governance Report.

The Board at its meeting held on May 5, 2026, based on the recommendation of NRC, approved the appointment of Mr. Girish Paranjpe (DIN: 02172725) as an Additional Director (in the capacity of Independent Director) in terms of Section 161 of the Act, for a term of 5 (five) consecutive years w.e.f. June 1, 2026 to May 31, 2031. Approval of the Members for the aforesaid appointment is being sought through postal ballot.

Further, in accordance with the provisions of Section 152 of the Act read with the rules made thereunder and the Articles of Association of the Company, Mr. Rishabh Mariwala (DIN: 03072284), Non-Executive Director, retires by rotation at the 38th AGM and being eligible, has offered himself for re-appointment. Based on the recommendation of NRC, the Board has recommended for the approval of the Members, re-appointment of Mr. Rishabh Mariwala as a Non-Executive Director at the 38th AGM. A brief profile of Mr. Rishabh Mariwala and other requisite information are provided as part of the Notice of 38th AGM.

II. Key Managerial Personnel

Mr. Saugata Gupta, MD & CEO, Mr. Pawan Agrawal, Chief Financial Officer ("CFO"), and Mr. Vinay M A, Company

Secretary & Compliance Officer, are the Key Managerial Personnel ("KMP") of the Company, in accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

There were no changes in the KMP of your Company during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors of your Company, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

a. in the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same; b. the Directors 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 your Company as at March 31, 2026 and of the profit of your Company for the said period; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts have been prepared on a ‘going concern' basis; e. proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and f. proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.

PERFORMANCE EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. The policy and criteria for Board Evaluation are duly approved by NRC. Performance evaluation is facilitated by the Chairman of the Board who is supported by the Chairman of NRC. This process at Marico is conducted through structured questionnaires which cover various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Member's strengths and contribution, execution and performance of specific duties, obligations and governance.

For the year under review, the performance evaluation exercise conducted has resulted in identification of following focus areas, for the Company to work upon in the coming years:

1. Advancing towards Vision 2030 – last year, the Board and Management set an ambitious target of scaling revenues to H 20,000 Crores by the year 2030. To achieve this vision, the Company will deeply focus on certain key areas, i.e. strengthening core franchises, scaling high-growth adjacencies and building and integrating future-ready digital brands. Continued emphasis will be placed on accelerating transformation and innovation, strengthening analytical, digital and Artificial Intelligence (AI) capabilities, evaluation of inorganic growth opportunities, strengthening processes and systems coupled with robust monitoring.

2. Organisational resilience – strengthening agility, adaptability and resilience within the organisation in the context of highly VUCA (Volatile, Uncertain, Complex & Ambiguous) environment. Continued focus on fortifying supply-chain and back-end capabilities, reducing concentration risk across the business, strengthening brand equity and pricing power of core brands, scaling digital business, foods and premium personal care, adoption of AI and technology-enabled business solutions, and institutionalised cost management. Continued emphasis at the Board level on strategic risk management covering channel and GT disruption (including growth of organised trade), volatility in international markets, geo-political developments, increasing cost and inflation, etc.

3. Strengthening talent and leadership – creating a digital business structure and building future-ready digital skills and capabilities at various functional levels within the organisation. Continuing to maintain a robust leadership pipeline at senior management as well as key functional levels. Mentoring the MD & CEO and senior management team to achieve Vision 2030, with sustainable profitable business growth across all business verticals in India and internationally.

4. Board effectiveness – continued strengthening of Board dynamics and effectiveness, with the objective of fostering a cohesive and high-performing Board. Ongoing engagement with Board Members on strategic priorities, businesses and brands, policies and processes, as well as relevant industry developments.

5. Continued momentum on ‘ESG 2030 Roadmap' – the Management and Board will continue to focus on making significant strides in its sustainability journey, with a deep focus on reducing its environmental footprint and promoting responsible business practices as part of its ESG 2030 commitments.

6. For the Board Committees, the following focus areas will continue for the coming year:

a. Audit Committee: continued focus on enhancing governance and controls across international and digital businesses through policies and processes implemented by Management and structured internal audits monitored by the Audit Committee. Stringent oversight on the processes for maintaining continued rigour in implementation of the GRC policies, processes and systems in the Company including oversight on related party transactions, controls for prevention of insider trading, comprehensive internal audits, cyber security, etc.

b. Nomination and Remuneration Committee:

i. Strengthening the top talent pipeline and succession planning for the MD & CEO and senior managerial personnel. Building leadership continuity by nurturing the next-level pipeline of key talent with holistic general management capabilities and readiness to assume core leadership roles.

ii. Building future-ready digital skills and capabilities at various functional levels within the organisation. Continued implementation of progressive human resource policies and practices, enabling an inclusive culture with diverse talent across gender, ability and thought.

c. Corporate Social Responsibility Committee: implementing the CSR strategy roadmap for 2030 as approved by the Committee. Measuring the impact created by the CSR programs through periodic internal monitoring by the CSR Team as well as independent impact assessment. Continued focus on enhancing long-term sustainability and impact of programs based on the core CSR philosophy of "Make a Difference". d. Risk Management Committee: under the ERM 2.0 framework, continued emphasis level on strategic risk management covering micro and macro-economic factors, volatility in international markets, geo-political developments, etc. Monitoring key risks in line with evolving business environment, implementation of mitigation plans and its effective monitoring by the Management, Risk Management Committee and Board of Directors through a robust system for tracking efforts and outcome metrics for risk mitigation.

The Board is also committed to review the progress on these priorities during the annual Board Retreats held every year.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

At Marico, sustainability has always been embedded into our decisions, allocation of resources and driving business outcomes. Your Company's focus has been on strengthening ESG integration as critical input to performance, risk management, and long-term value creation. In the past few years, strong systems, governance mechanisms, and performance tracking frameworks have been enabled. In FY26, your Company has built on this foundation by accelerating execution, shifting from commitment-driven actions to outcome-oriented delivery, with sharper accountability and data-backed decision-making across the organisation.

Your Company's ESG 2030 roadmap continues to provide direction to this transition, supported by a comprehensive set of performance indicators aligned with material ESG priorities. These indicators are mapped to globally recognised frameworks such as the UN Sustainable Development Goals (SDGs), Global Reporting Initiative (GRI), the Task Force on Climate-related Financial Disclosures, and SEBI's Business Responsibility and Sustainability Reporting (BRSR) requirements. Through this alignment, consistency with evolving regulatory expectations is maintained, and the relevance of our disclosures is strengthened.

Building on the 8-point commitment adopted earlier, Marico deepened its efforts across these strategic pillars in FY26. Your Company's focus remained steadfast on delivering measurable progress across Net Zero in manufacturing operations, enabling circular economy, scaling responsible sourcing practices, advancing inclusion and diversity, safeguarding human rights, and embedding ethical conduct across the value chain. These commitments continued to guide your Company's actions, supported by robust governance mechanisms. As we move forward, your Company's focus is on scaling impact by embedding sustainability deeper into the organisation and extending it across the value chain.

Accordingly, our eighth Integrated Annual Report, not only outlines the progress we have made but also articulates the sustainability and business goals that will guide our short, medium and long-term value creation journey. The report reflects our proactive stance on emerging global and domestic disclosure norms and evolving stakeholder expectations.

Additionally, in keeping with the latest regulatory developments and to further enhance the quality and credibility of our ESG disclosures, Marico is publishing its fourth Business Responsibility and Sustainability Report ("BRSR"), in line with SEBI's mandated reporting requirements. This is complemented by an Independent Reasonable Assurance Report on the BRSR Core and Limited Assurance Report on BRSR Non-core, conducted by an independent third-party assurance provider, thereby underscoring our commitment to data integrity, transparency, and continuous improvement.

The financial sections of BRSR are presented in line with the requirements of the Act read with the rules made thereunder, the Indian Accounting Standards, the SEBI Listing Regulations, Industry Standards on Reporting of BRSR Core and the requisite Secretarial Standards issued by the Institute of Company Secretaries of India. The non-financial section (Sustainability and Corporate Social Responsibility) is presented in conformance to the GRI 2021 (Universal Standards), the UN Sustainable Development Goals (SDGs) and other sector relevant international sustainability disclosure guidelines.

Audit Committee

Your Company has constituted an Audit Committee which performs the roles and functions as mandated under the Act, the SEBI Listing Regulations and such other matters as prescribed by the Board from time to time. The detailed terms of reference of the Audit Committee, attendance at its meetings and other details have been provided in the Corporate Governance Report. As on the date of this Report, the Audit Committee consists of four Independent Directors, Mr. Milind Barve, Ms. Apurva Purohit, Mr. Ananth Sankaranarayanan and Ms. Nayantara Bali. Mr. Milind Barve, Lead Independent Director, is the Chairman of the Audit Committee.

During the year under review, the Board has accepted the recommendations of the Audit Committee on various matters. There have been no instances where such recommendations have not been accepted.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, the Members at the 34th AGM held on August 5, 2022 approved the re-appointment of B S R & Co. LLP, Chartered Accountants (Firm registration No.101248W/W-100022), as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years, from the conclusion of 34th AGM up to the conclusion of 39th AGM to be held in the year 2027. Accordingly, the Statutory Auditors will hold office until the conclusion of 39th AGM of the Company.

The Auditor's Report on the financial statements of the Company for FY26 forms part of the Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. The Audit Committee periodically reviews the independence of Auditors through quarterly affirmations, review of non-audit services, internal checks and balances to mitigate conflict of interest, etc. Pursuant to the circular dated January 7, 2026 issued by the National Financial Reporting Authority, the Company has adopted a ‘Framework for Effective Communication between Statutory Auditors and Those Charged with Governance' for the purpose of audit of financial statements of the relevant financial year.

Cost Auditors

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year. Your Company has made and maintained the cost accounts and records, as required. Accordingly, the Board, at its meeting held on May 5, 2026, based on the recommendation of the Audit Committee, appointed M/s. Ashwin Solanki & Associates, Cost Accountants (Firm Registration No.: 100392), as the Cost Auditors of the Company to conduct audit of the cost records for the financial year ending on March 31, 2027. A remuneration of H 11,00,000/- (Rupees Eleven Lakhs only) plus applicable taxes and reimbursement of out-of-pocket expenses has been fixed for the Cost Auditors, subject to the ratification of such fees by the Members at the 38th AGM. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31, 2027 forms part of the Notice of 38th AGM. The Company has received requisite consent and certificate of eligibility from M/s. Ashwin Solanki & Associates.

During the year under review, the Cost Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations read with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members at the 37th AGM approved the appointment of Dr. K. R. Chandratre, Practising Company Secretary (FCS No.: 1370, C.P. No.: 5144) as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years commencing from the conclusion of 37th AGM upto the conclusion of 42nd AGM of the Company to be held in the year 2030, for the audit period from financial year 2025-26 till financial year 2029-30.

The Secretarial Audit Report and the Secretarial Compliance Report for FY26 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report in form MR-3 for FY26 is enclosed as "Annexure A" to this Report. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

The profiles of the Statutory Auditors, Cost Auditors and Secretarial Auditor are available on the Company's website at https://marico. com/india/investors/shareholder/company-related-docs.

RISK MANAGEMENT

Your Company believes that Risk Management is an integral and important aspect of Corporate Governance. It is a strategic enabler embedded across all levels of decision-making and is closely aligned with the Company's business strategy and operational objectives. A robust Risk Management Framework ensures adequate controls and monitoring mechanisms for smooth and efficient running of the business. Regular risk assessments, scenario planning and stress testing are conducted to evaluate preparedness and refine the Company's response strategies. Your Company believes that robust risk management is cornerstone of protecting and maximising shareholder value.

Your Company implemented the ERM 2.0 framework to stay ahead of the curve and become risk intelligent. The ERM 2.0 framework continues to guide the Company's risk management approach, enabling proactive identification, assessment and mitigation of risks.

The key cornerstones of your Company's Risk Management Framework are:

A well-defined risk management policy;

Structured Enterprise Risk Management (ERM) Program;

Periodic assessment and prioritisation of risks that affect the business of your Company;

Development and deployment of risk mitigation plans to reduce vulnerability to prioritised risks;

Focus on both the results and efforts required to mitigate the risks;

Defined review and monitoring mechanism wherein the functional teams, senior management, Risk Management Committee ("RMC"), Audit Committee and the Board review the progress of the mitigation plans;

Comprehensive ERM Framework;

Integration of Risk Management with strategic business plan, annual operating plans, performance management system and significant business decisions;

Constant scanning of external environment for new and emerging risks;

Wherever applicable and feasible, defining the risk appetite and implementing adequate internal controls to ensure that the limits are adhered to.

Your Company has also put in place a robust Crisis Management Framework monitored by internal crisis management committee which is responsible for laying out crisis response mechanism, communication protocols, and periodic training and competency building around crisis management.

Your Company has in place an RMC chaired by the Lead Independent Director, which assists the Board in monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems and such other functions as mandated under the SEBI Listing Regulations and as the Board may deem fit from time to time. The composition, detailed terms of reference of the RMC and attendance at its meetings are provided as part of the Corporate Governance Report.

In terms of the applicable provisions of the SEBI Listing Regulations, your Board has adopted a Risk Management Policy, which is available on the Company's website at https://marico. com/investorspdf/Risk_Management_Policy.pdf.

Further details of the Risk Management Framework of the Company are provided as part of the Integrated Annual Report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integral part of the risk management process which in turn forms part of Corporate Governance addressing financial and financial reporting risks. The Internal Financial Controls have been documented and embedded in the business processes. Your Company has deployed the principles enunciated below to ensure adequacy of Internal Financial Controls with reference to:

Effectiveness and efficiency of operations

Reliability of financial reporting

Compliance with applicable laws and regulations

Prevention and detection of frauds

Safeguarding of assets

Your Company has defined policies and standard operating procedures for all key business processes to guide business operations in an ethical and compliant manner. Compliance with these policies is ensured through periodic self-assessment as well as internal and statutory audits. The Company has robust ERP and other supplementary IT systems which are an integral part of internal control framework. The Company continues to constantly leverage technology in enhancing the internal controls. The Company also uses data analytics to identify trends and exceptions to pro-actively monitor any control deviations for corrective action. The Company regularly scans risks, identifies and deploys new age tools and technologies to strengthen internal controls in the digital and automated environment. The Company also regularly identifies, assesses and reviews risks arising out of access control and segregation of duty and mitigates the same with internal controls.

Your Board reviews the internal processes, systems and the internal financial controls and accordingly, the Directors' Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Company believes that these systems provide reasonable assurance that its internal financial controls are designed effectively and are operating as intended.

On a voluntary basis, your Company's material subsidiary, Marico Bangladesh Limited ("MBL") has also adopted this framework and its progress is reviewed by MBL's Audit Committee and its Board of Directors, which exhibits Marico's commitment to good governance at a group level.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations as amended from time to time, the Company has adopted a Policy on Related Party Transactions ("RPT Policy"). The RPT Policy captures framework for Related Party Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties. The Board at its meeting held on January 27, 2026, based on the recommendation of Audit Committee, approved revisions to the RPT Policy to incorporate amendments to the SEBI Listing Regulations vide notification dated November 18, 2025, inter alia, introducing turnover-based materiality thresholds and revised approval limits in respect of related party transactions. The amended RPT Policy is available on its website at https://marico.com/investorspdf/Policy_on_ Related_Party_Transactions.pdf.

All transactions with related parties and subsequent material modifications are placed before the Audit Committee for its review and approval. The Audit Committee is fully independent and comprises four Independent Directors. If any Director is interested in any transaction with related parties, such Director shall not be present during discussions and shall abstain from voting on the matter concerned. Before the commencement of each financial year, an omnibus approval from Audit Committee is obtained for related party transactions for such year which are repetitive in nature, based on the approved criteria. In case of transactions which are unforeseen, the Audit Committee grants approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of H 1 Crore per transaction in a financial year. For seeking approvals, necessary information is placed before the Audit Committee in line with the "Minimum information to be provided to the Audit Committee and Members for approval of Related Party Transactions" formulated by the Industry Standards Forum (ISF), in consultation with SEBI. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted (including long-term or recurring RPTs), on a quarterly basis.

All transactions with related parties entered into during FY26 were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company's RPT Policy.

During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act and accordingly, no disclosure is required in respect of the related party transactions in Form AOC-2 under Section 134(3)(h) of the Act and rules framed thereunder. Further, there were no material related party transactions in terms of the SEBI Listing Regulations requiring approval of the Members during the year under review. Attention of the Members is drawn to note no. 30 of the standalone financial statements setting out the disclosures on related party transactions for FY26.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges within statutory timelines.

NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY, EVALUATION AND SUCCESSION

Your Company has in place an NRC which performs the functions as mandated under the Act, the SEBI Listing Regulations and such other functions as prescribed by the Board from time to time. The composition of NRC, attendance at its meetings and other details have been provided as part of the Corporate Governance Report.

In terms of the applicable provisions of the Act read with the rules framed thereunder and the SEBI Listing Regulations, your Board has approved the Policy for appointment, removal and remuneration of Directors, KMP and Senior Management Personnel ("SMP") and also on Board Diversity, Succession Planning and Evaluation of Directors ("NRE Policy"). The remuneration paid to Directors, KMP and SMP of the Company are as per the terms laid down in the NRE Policy. The MD & CEO of your Company does not receive remuneration or commission from any of the subsidiaries of your Company.

The salient features of this Policy are outlined in the Corporate Governance Report and the amended NRE Policy is available on the Company's website at https://marico.com/investorspdf/ Policy_on_Nomination_Remuneration_and_Evaluation.pdf.

Marico Employee Stock Option Plan, 2016

At the 28th AGM held on August 5, 2016, the Members approved institution of the Marico Employee Stock Option Plan, 2016 ("Marico ESOP 2016 Plan" or "Plan") as a long-term incentive plan for grant of employee stock options

("Options") to eligible employees of the Company including the MD & CEO and that of its subsidiaries, whether in India or outside India, which was further amended by the Members vide resolutions dated May 14, 2022 and August 9, 2024. Objective of the Plan is to align the interests of employees with those of the Members in driving long-term value creation. Since its implementation, the Plan has been effectively functioning as a framework to reward and retain employees, fostering a sense of ownership and commitment towards the Company's growth and profitable performance.

The NRC is entrusted with the responsibility of administering the Plan and the scheme(s) notified or to be notified thereunder, from time to time.

The Board at its meeting held on May 2, 2025, approved amendments to the Marico ESOP 2016 Plan to enable:

a) a framework for cashless exercise of Options ("Cashless Facility") through the Welfare of Mariconians Trust

("WEOMA Trust"), an irrevocable employee welfare trust that also implements Marico Stock Appreciation Rights Plan, 2011 ("STAR Plan"); and

b) provision of loan by the Company to the WEOMA Trust from time to time, to subscribe to an aggregate maximum number of 1,62,78,968 equity shares (or such number of equity shares as may be reasonably adjusted by the NRC in case of corporate actions like bonus issues, rights issues, split or consolidation of Equity Shares, or other similar corporate actions), for implementation of Cashless Facility, subject to the statutory limits as may be provided under applicable law, including but not limited to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

("SBEB Regulations") as well as Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014.

There is no change in the number of Options available for grant under the Plan. Further, no loan(s) sanctioned by the Company to WEOMA Trust for implementation of Cashless Facility shall be utilised to acquire the equity shares of the Company from the secondary market.

The aforesaid amendments were approved by the Members vide resolutions passed through postal ballot on June 15, 2025. It is hereby affirmed that the aforesaid variations are in compliance with the SBEB Regulations and the Act and are not in any manner prejudicial or detrimental to the interests of the employees of the Company, that of its subsidiaries and the Members of the Company.

As on March 31, 2026, an aggregate of 74,31,633 Options were outstanding which constitute 0.57% of the paid-up equity share capital of the Company as on that date.

Marico Employees Stock Appreciation Rights Plan, 2011

The Company adopted the STAR Plan in the year 2011, for the welfare of its employees and those of its subsidiaries

(" Eligible Employees").

Under the STAR Plan, various schemes are notified for conferring cash incentive benefit to the Eligible Employees through grant of stock appreciation rights ("STARs").

The NRC administers the STAR Plan and the scheme(s) notified thereunder, from time to time. The NRC notifies various schemes for granting STARs to the Eligible Employees. Each STAR is represented by one equity share of the Company. The Eligible Employees are entitled to receive in cash the excess of the maturity price over the grant price in respect of such STARs subject to fulfilment of certain conditions and applicable taxes. The STAR Plan involves secondary market acquisition of the equity shares by WEOMA Trust for the implementation of the STAR Plan. Your Company lends monies to WEOMA Trust for making secondary acquisition of equity shares, subject to the statutory ceilings and provisions of applicable law.

As on March 31, 2026, an aggregate of 14,55,993 STARs were outstanding which constitute 0.11% of the paid-up equity share capital of the Company as on that date.

The equity shares held by WEOMA Trust for implementation of STAR Plan and Cashless Facility under Marico ESOP 2016 Plan is categorised as ‘Non-Promoter and Non-Public' shareholding and do not carry any voting rights.

STATUTORY INFORMATION ON MARICO EMPLOYEE BENEFIT SCHEME/PLAN AND TRUST

Pursuant to Regulation 46 of the SEBI Listing Regulations, the Marico Employee Stock Option Plan, 2016 and Marico Stock Appreciation Rights Plan, 2011 are available on website of the Company at https://marico.com/india/investors/shareholder/ company-related-docs.

Disclosure in terms of Regulation 14 of the SBEB Regulations is available on the Company's website at https://marico.com/ india/investors/annual-report. Further, the Company has complied with the applicable accounting standards in this regard. During the year under review, the Company has not given loan to any of its employees for purchase of shares of the Company.

It is hereby affirmed that the Marico ESOP 2016 Plan and STAR Plan instituted by the Company are in compliance with the SBEB Regulations, as amended from time to time, and the resolutions passed by the Members approving the same.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median employees' remuneration as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is disclosed in "Annexure B" to this Report.

The statement containing names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the aforesaid statement. The statement is open for inspection upon request by the Members and any Member desirous of obtaining the same may write to the Company Secretary at investor@marico.com.

CORPORATE GOVERNANCE

Your Company believes that effective leadership, robust policies, processes and systems and a rich legacy of values form the hallmark of our best corporate governance framework. The Board, in conjunction with the management, sets values of your Company and drives the Company's business with these principles. These ethics and values are reflected in Marico's culture, business practices, disclosure policies and relationship with its stakeholders. These ethics and values are practiced by Marico and its subsidiaries globally, which is at par with best international standards and good corporate conduct.

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance is annexed to this Report as "Annexure C". Further, a certificate from Dr. K. R. Chandratre, Practising Company Secretary, on compliance with corporate governance norms under the SEBI Listing Regulations forms part of the Corporate Governance Report.

VIGIL MECHANISM

Your Company has a robust vigil mechanism in the form of Code of Conduct ("CoC") which enables its stakeholders to report concerns about unethical or inappropriate behavior, actual or suspected fraud, leak of unpublished price sensitive information, unfair or unethical actions, or any other violation of the CoC. The CoC is available on the website at https://marico.com/aboutus_coc_pdf/marico-code-of-conduct.pdf. There are separate guidelines called Marico's Code of Business Ethics that are applicable to our associates who partner us in our organisational objectives. It is also made a part of agreements executed by your Company with its vendors. Your Company discourages bribery and corruption in any form and has adopted an Anti-Bribery and Anti-Corruption Policy, which is available on the website at https://marico.com/aboutus_coc_pdf/anti-bribery-anti-corruption-policy.pdf. The objective of CoC is to ensure that your Company conducts its business in the most principled and ethical manner, the highest level of governance and a discrimination and harassment-free workplace for all its employees.

In compliance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has adopted a Prevention of Sexual Harassment at Workplace Policy

("POSH Policy") for the prevention of sexual harassment and constituted Internal Committees to deal with complaints relating to sexual harassment at workplace. The Marico's POSH Policy is available on the website at https://marico.com/aboutus_coc_ pdf/marico-posh-policy.pdf.

Details of complaint on sexual harassment are as under:

* Received in March 2026.

Your Company conducts Global PoSH survey where members can anonymously confirm if they have experienced/witnessed instances of sexual harassment while working with Marico in the past one year. Further, the survey results are shared by members of Executive Committee in their respective constituency to strengthen the awareness and sensitise the employees on the requirements under law.

All cases involving violation/potential violation of code are referred to the CoC Committee. The vigil mechanism of the Company provides for adequate safeguards against victimisation of Directors, employees and third parties who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The CoC guidelines are designed to ensure that Directors, employees and third parties may report genuine concerns on CoC adherence or violations thereof without fear of retaliation (including through anonymous reporting). To encourage such members to report any concerns, the Company has engaged an independent agency for managing the whistleblowing or code of conduct compliance system.

Any violation may also be reported anonymously. To this end, your Company has provided the below options for reporting:

a. Globally accessible toll-free telephone numbers in multiple countries and web-helpline available in multiple languages which are available 24*7, wherein grievances/ concerns can be reported to the Company anonymously. b. CoC Website - marico.ethicspoint.com (with an option to report anonymously). c. CoC Mobile Helpline - maricomobile.ethicspoint.com

(with an option to report anonymously).

For administration and governance of the Code, a committee called Code of Conduct Committee is constituted. All cases reported under the CoC are reported to the CoC Committee and are subject to review by the Audit Committee. In addition to the independent Ethics helpline system, your Company has also provided in its CoC, direct access to the members of the CoC Committee, Internal Committee, respective Business HR/CXO and a complaint drop box facility to report concerns or violations of the CoC (with an option to file a complaint anonymously).

All new employees go through a detailed personal orientation on CoC and POSH Policy, along with an e-learning module which can be completed and referred to throughout the year. Your Company seeks affirmation on compliance of CoC on a quarterly basis from the Directors and the employees at senior level. Additionally, separate trainings (classroom/online) on CoC principles, POSH Policy and Marico Insider Trading Rules, 2015 are conducted to educate the employees on the said policy/rules. The education and sensitisation are further strengthened through periodic email communications and focused group discussions with employees to ensure the CoC is followed in spirit and failures are minimised. In addition to above, the Company ensures notifying the members in Townhall about the cases CoC Committee dealt with in the previous year in the form of case studies by concealing the identity of the members involved. The Company also ensures capability building of and mandatory certifications by its business partners on Marico's Code of Conduct and Marico's Code of Business Ethics. Further details on vigil mechanism are available on the website of the Company at https://marico.com/aboutus_coc_ pdf/marico-code-of-conduct.pdf.

The Board and Audit Committee are informed periodically on the matters reported under CoC and the status of resolution of such cases.

The Company affirms that no personnel has been denied access to the Audit Committee.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is enclosed as "Annexure D" to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Marico's stated purpose is to "Make a Difference" and your Company's CSR philosophy is anchored on this core purpose of making a difference to the lives of all its stakeholders to help them achieve their full potential. Your Company believes that economic value and social value are inter-linked, and it has a commitment towards the inter-dependent ecosystem consisting of various stakeholders.

In terms of the Act and rules framed thereunder, the Company has adopted a CSR Policy, which is available on the website at https://marico.com/investorspdf/Corporate_ Social_Responsibility_Policy.pdf.

The Company has in place a CSR Committee, which functions in accordance with the applicable provisions of the Act and such other matters as prescribed by the Board from time to time. The detailed terms of reference of the CSR Committee, attendance at its meetings and other details have been provided in the Corporate Governance Report. As on the date of this Report, the CSR Committee consists of five Directors, Mr. Ananth Sankaranarayanan, Mr. Harsh Mariwala, Mr. Saugata Gupta, Mr. Milind Barve and Ms. Nayantara Bali. Mr. Ananth Sankaranarayanan is the Chairman of the CSR Committee.

During FY26, your Company spent H 26.70 Crores towards its CSR activities. A brief outline of the CSR Philosophy, salient features of the CSR Policy, governance framework, the CSR initiatives undertaken during the financial year 2025-26 together with progress thereon and the Report on CSR activities in the prescribed format including details on impact assessment, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in "Annexure E" to this Report.

Further, the CFO has certified that CSR spends of the Company for FY26 have been utilised for the purpose and in the manner approved by the Board.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard – 1 and Secretarial Standard – 2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of FY26 or the previous financial year. Your Company did not accept any deposits during FY26.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return for FY26 prepared in accordance with Section 92(3) of the Act is available on the website of the Company at https://marico.com/india/investors/annual-report.

COST RECORDS

The maintenance of cost records as specified under Section 148 of the Act, is applicable to the Company and accordingly all the cost records are made and maintained by the Company and audited by the cost auditors.

OTHER DISCLOSURES a) There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.

b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided as part of the Corporate Governance Report.

d) Your Company is in compliance with the provisions relating to the Maternity Benefit Act, 1961, to the extent applicable for the year under review.

ACKNOWLEDGEMENT

Your Board takes this opportunity to thank the employees for their dedicated service and firm commitment to the goals and vision of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from the Members, regulatory authorities, distributors, third party manufacturers, bankers and all other business associates and from the neighbourhood communities of various Marico locations. We look forward to continued support of all these partners in the future.