[Corporate Identity Number (CIN): L15410MH1991PLC135359]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026

Your Directors have pleasure in presenting this Thirty-Fifth (35^th) Directors' Report along with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company's Standalone and Consolidated performance during the Financial Year 2025-26 as compared to that of the previous Financial

Year 2024-25 is summarized below:

There has been no change in the nature of business of your Company during the Financial Year 2025-26.

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

Businesses of the Company: Animal Nutrition:

The Animal Nutrition business remained the Company's largest revenue contributor in Financial Year 2025-26, delivering strong volume led growth across cattle feed, layer feed, aqua feed and specialty nutrition products. Growth was driven by deep farmer engagement, strong brand equity, an improving product mix and focused portfolio actions, with particularly robust momentum in cattle feed supported by targeted nutritional propositions and expanded on ground outreach. During the year, the business strengthened its innovation pipeline with the launch of Dhanalaxmi G, a premium cattle feed for high yielding cattle, and Bypro Plus, an enhanced protein formulation, both witnessing encouraging early adoption. Segment profitability improved significantly, aided by moderation in key raw material prices, favorable product mix, sustained volume growth and continued operational efficiencies, reinforcing the Company's leadership position and long term competitiveness.

The Crop Care business operated in a challenging domestic agrochemical environment during the year, with demand impacted by adverse weather conditions, acreage shifts and heightened competitive and regulatory intensity across certain crops such as cotton, chilies and grapes. Despite these headwinds, the Company continued to execute its strategy of differentiated in-house formulations, selective in-licensing and customer-centric demand generation to sustain market engagement. During the year, new product introductions in herbicides and insecticides, including Ashitaka in maize and Takai in paddy, were supported by extensive farmer outreach. Importantly, the successful entry into maize and paddy marked a strategic broadening of crop coverage beyond traditional focus areas, enhancing portfolio diversification and creating additional growth levers as demand conditions normalize.

The Oil Palm business delivered a strong and standout performance in Financial Year 2025-26, supported by a favorable operating environment and disciplined execution. Higher Fresh Fruit Bunch (FFB) arrivals, sustained improvement in oil extraction ratio, effective cost management and supportive realizations for crude palm oil and allied products drove robust growth in revenues and profitability, making the business a key contributor to the Company's overall performance. This was underpinned by sustained investments across the value chain, including plantation development, nursery operations and deep farmer engagement, with continued focus on scientific agronomy, productivity enhancement and process efficiencies improving yields and mill performance. Farmer engagement remained central to the growth model, with the expansion of the Samadhan Center network to 24 Centers during the year, supporting adoption of good agricultural practices, improving on-farm productivity and creating shared, long-term value for farmers and the Company.

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, financials broad overview of the operations and of Subsidiaries, Joint Ventures and other Associates of your Company for the Financial Year 2025-26, as follows:

1. Godvet Agrochem Limited:

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

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

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 17 countries. During the Financial Year 2025-26, Astec recorded consolidated total income of Rs 453.21 Crore as compared to Rs 386.93 Crore in the previous Financial Year 2024-25. For the Financial Year under review, Astec reported a Profit Before Exceptional Items and

Tax of Rs (78.91) Crore as compared to a Loss Before Tax of Rs (140.99) Crore and tax in the previous Financial Year 2024-25.

Astec witnessed a meaningful turnaround during Financial Year 2025-26, marked by a significant reduction in losses and achievement of EBITDA break even for the year. This improvement was driven by higher volumes across both the enterprise and contract development and manufacturing (CDMO) portfolios, supported by improved realizations, better demand conditions, and enhanced capacity utilization compared to the previous year.

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

During the Financial Year 2025-26, the Company has increased its Equity stake in Astec from 64.75% to 67.03%, pursuant to subscription to the Rights Issue of Astec.

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2025-26:

(i) Behram Chemicals Private Limited:

During the Financial Year 2025-26, Behram Chemicals Private Limited ("Behram") reported a Profit Before Tax of 0.16 Crore, as compared to Profit Before Tax of 0.16 Crore during the previous Financial Year 2024-25.

The Shareholding of Astec in Behram as on March 31, 2026 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 2025-26, Comercializadora Agricola Agroastrachem Cia Ltda ("Comercializadora"), reported

Nil Profit / Loss Before Tax as compared to Nil Profit / Loss during the previous Financial Year 2024-25.

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 2025-26, CDPL has recorded a Profit Before Exceptional Items and Tax of Rs 13.86 Crore as compared to a Profit Before Tax of . 27.85 Crore in the previous Financial Year 2024-25.

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

During the Financial Year 2025-26, the Company has increased its Equity stake in CDPL from 62.53% to 99.78%, pursuant to the resolution passed by the Board of Directors at its Meeting held on March 11, 2025. CDPL is also an Unlisted Material Subsidiary of your Company as on March 31, 2026, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. Godrej Foods Limited (Formerly known as "Godrej Tyson Foods Limited"):

Godrej Foods Limited ("GFL") (Formerly known as "Godrej Tyson Foods Limited") is a wholly-owned subsidiary of your Company.

GFL is a protein-forward packaged foods business engaged in the manufacturing and marketing of packaged ready-to-cook chicken and value-added frozen cheese and chicken products under its brands 'Real Good Chicken' and 'Yummiez'.

During the Financial Year 2025-26, GFL has recorded a Profit Before Exceptional Items and Tax of Rs 27.62 Crore vis-?-vis Rs 26.18 Crore in the previous Financial Year 2024-25.

5. Godrej Cattle Genetics 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 2025-26, GCGPL has reported a Profit Before Exceptional Items and Tax of (Rs 1.03 Crore), as compared to a Loss Before Tax of (Rs 8.62 Crore) in the previous Financial Year 2024-25.

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 1,500.84 Crore during the Financial Year 2025-26, as compared to Rs 1,623.31 Crore during the previous Financial Year 2024-25.

The Shareholding of your Company in ACI GAVPL as on March 31, 2026 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 2025-26, your Company has increased its Commercial Paper Programme from 1,200 Crore (Rupees One Thousand and Two Hundred Crore Only) to 1,500 Crore (Rupees One Thousand and Five Hundred Crore Only) and had obtained a dual credit rating for the same, 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).

During the Financial Year 2025-26, your Company has increased its Bank limits Programme from 643.45 Crore (Rupees Six Hundred and Forty-Three Crore and Forty-Five Lakh Only) to 1,541.20 Crore (Rupees One Thousand and Five Hundred and Forty-One Crore and

Twenty Lakh Only) and had obtained a credit rating for the same from two rating agencies, as follows

1. Credit Rating by ICRA Limited: "ICRA A1+" (pronounced as 'ICRA A one plus' rating) for short term 721.20 Crore; and ICRA AA'' (pronounced as 'ICRA double A') for its 20.00 Crore Bank limits; and

2. Credit Rating by India Rating Limited: "IND A1+" (pronounced as 'IND A one plus' rating) for short term 50.00 Crore; and IND AA'' (pronounced as 'IND double A') for its 750 Crore Bank limits.

4. INFORMATION SYSTEMS:

Your Company continues to leverage digital technologies to drive growth by enhancing visibility, productivity, and stakeholder engagement across businesses.

During the Financial Year 2025-26, your Company made steady progress in strengthening its digital and information systems landscape.

Digital initiatives were focused on improving sales effectiveness, operational efficiency, and customer experience across business units.

Stakeholder engagement platforms, including web and mobile-based applications, were expanded to improve ease of interaction and service delivery. Process automation initiatives further supported efficiency and scalability, enabling a more resilient and future-ready organization. Your Company successfully completed a seamless transition to SAP S/4 HANA Rise from legacy SAP instance.

Your Company has also advanced its adoption of IoT (Internet of Things) based solutions across manufacturing and supply chain operations. Smart factory systems and machine health monitoring enhanced real-time operational visibility, supporting improved productivity and asset utilization.

Directors' Report

The Data & Analytics Centre of Excellence continued to strengthen analytical capabilities and enable insight-led reviews across sales, procurement, manufacturing, and supply chain functions. In parallel, the Company began leveraging emerging technologies such as artificial intelligence to support business intelligence and process improvement.

Cybersecurity remained a key priority, with continued investments in strengthening security architecture, governance frameworks to safeguard data and systems.

Significant progress was achieved in modernizing core enterprise resource planning systems, laying a strong foundation for the Company's continued transformation and operational excellence.'

5. MANUFACTURING FACILITIES:

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

Animal Nutrition:

Miraj (Sangli - Maharashtra), Khanna (Ludhiana - Punjab), Dhule (Maharashtra), Khurda (Orissa), Kondapalli, (Andhra Pradesh), Chandauli

Pradesh), Kharagpur (West Bengal), Erode (Tamil Nadu), Hajipur (Bihar), Tumkur (Karnataka), Ikolaha (Ludhiana, Punjab), Unnao (Uttar

Pradesh), Medchal (Andhra Pradesh).

Hanuman Junction (Andhra Pradesh), Barabanki (Uttar Pradesh)

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

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

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.

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 2025-26 to which the Financial Statements relate and the date of the Directors' Report (i.e., from April 1, 2026 upto April 30, 2026). 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 2025-26:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2025-26 at the rate of 110% (One

Hundred and Ten per cent), i.e., 11/- (Rupees Eleven Only) per Equity Share of Face Value of 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing Thirty-Fifth Annual General Meeting ("35^th AGM").

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Wednesday,

July 29, 2026 ("cut-off date") 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 cut-off 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 35^th AGM, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2025-26 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/investors/compliance-and-corporate-governance/ policies-and-codes B. Status of Final Dividend declared for the Financial Year 2024-25:

Your Company had declared a Final Dividend at the rate of 110%, i.e., 11/- (Rupees Eleven Only) per Equity Share of Face Value of 10/- (Rupees Ten Only) each, at its Thirty-Fourth Annual General Meeting ("34^th AGM") held on August 6, 2025 for the Financial Year 2024-25, aggregating to . 211,56,13,951/- (Rupees Two Hundred and Eleven Crore Fifty Six Lakh Thirteen Thousand Nine Hundred and Fifty One Only). The Company had deducted tax of . 21,22,58,452/- (Rupees Twenty-One Crore Twenty-Two Lakh Fifty-Eight Thousand Four Hundred and Fifty-Two Only) from the payment of Final Dividend for the Financial Year 2024-25.

As on March 31, 2026, .190,31,10,671/- (Rupees One Hundred Ninety Crore Thirty One Lakh Ten Thousand Six Hundred and Seventy One Only) was paid and .2,44,828 /- (Rupees Two Lakh Forty-Four Thousand Eighty Hundred and Twenty-Eight Only) were lying in the Unpaid / Unclaimed Dividend Account for the said Financial Year 2024-25.

The Final Dividend declared and paid by the Company for the Financial Year 2024-25 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 2025-26.

Your Company's Equity Share Capital position as at the beginning of the Financial Year 2025-26 (i.e., as on April 1, 2025) and as at the end of the said Financial Year (i.e., as on March 31, 2026) were as follows:

During the Financial Year 2025-26, your Company has allotted 62,647 (Sixty-Two Thousand Six Hundred and Forty-Seven) 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 62,647 (Sixty-Two Thousand Six Hundred and Forty-Seven) 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).

The Nomination and Remuneration Committee of the Board of Directors at its Meeting held on April 30, 2026, has allotted 30,973 Equity

Shares to the eligible employees under ESGS 2018. Theses 30,973 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).

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 viz. 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 were following changes in ESGS 2018 during the Financial Year 2025-26;

(i) Vesting of Stock Options for over a period of 5 (five) years; [previously vesting period was of 3 (three) years]

(ii) Employees of the Group Companies have been covered ("Group Company" as defined under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021); [previously only employees of the Company and its Subsidiary Companies were covered]

(iii) Explicitly covering the cases of (a) superannuation; or (b) early superannuation with the approval of the Compensation

Committee or the Nomination and Remuneration or the Board of Directors."

The aforementioned changes in ESGS 2018 had been approved by the Shareholders at their Thirty-Fourth Annual General Meeting held on August 6, 2025.

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 2025-26, 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

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 2025-26.

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

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, 2026, the shareholding of GIL in your Company was 12,51,18,849 (Twelve Crore Fifty One Lakh Eighteen Thousand Eight Hundred and Forty-Nine) Equity Shares of Face Value of 10/- (Rupees Ten Only) each, aggregating to 65.05% 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).

During the Financial Year 2025-26, 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 2025-26: i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2025-26. ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2025-26, in which your Company holds 67.03% of the Equity Share Capital as on March 31, 2026.

During the Financial Year 2025-26, the Company has increased its Equity Stake from 64.75% to 67.03%, pursuant to subscription to Right Issue of Astec Lifesciences Limited.

iii. Behram Chemicals Private Limited:

A subsidiary of Astec LifeSciences Limited throughout the Financial Year 2025-26, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2026. iv. Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia):

A wholly-owned subsidiary of Astec LifeSciences Limited throughout the Financial Year 2025-26. v. Creamline Dairy Products Limited:

A subsidiary of your Company throughout the Financial Year 2025-26, in which your Company holds 99.78% as on March 31, 2026. During the Financial Year 2025-26, your Company has increased its Equity Stake in CDPL from 62.53% to 99.78%, pursuant to the resolution passed by the Board of Directors at its Meeting held on March 11, 2025.

CDPL is an Unlisted Material Subsidiary of your Company as on March 31, 2026, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. vi. Godrej Foods Limited (Formerly Known as "Godrej Tyson Foods Limited"):

A wholly-owned subsidiary of your Company throughout the Financial Year 2025-26. vii. Godrej Cattle Genetics Private Limited:

A wholly-owned subsidiary of your Company throughout the Financial Year 2025-26.

During the Financial Year 2025-26, no company has 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.

During the Financial Year 2025-26, no Company has become or ceased to be an Associate Company of your Company.

During the Financial Year 2025-26, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

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 2025-26.

During the Financial Year 2025-26, 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

During the Financial Year 2025-26, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

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 2025-26 has been placed on the website of your Company and is available at the web-link https://www.godrejagrovet.com/investors/annual-reports.

Directors' Report

The Board of Directors of your Company comprises the following Directors, as on March 31, 2026:

The following changes have taken place in the constitution of the Board of Directors of your Company during the Financial Year 2025-26 and till the date of this Report:

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 2025-26.

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

2013, during the Financial Year 2025-26:

1. Mr. Sunil Kataria Chief Executive Officer & Managing Director (#);

2. Mr. Burjis Godrej, Chairman Designate & Executive Director($);

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

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

(*) Mr. Balram Singh Yadav (DIN: 00294803) has ceased to be the Managing Director of the Company due to superannuation from the employment of the Company with effect from the closure of business hours on August 31, 2025.

(#) Mr. Sunil Kataria (DIN: 06863609) has been appointed as the "Chief Executive Officer & Managing Director Designate" of the Company for a first term comprising of a period with effect from May 5, 2025 upto August 31, 2025 and as the "Chief Executive Officer & Managing Director", after superannuation of Mr. Balram Singh Yadav, for a second term comprising of a period of 5 (Five) consecutive years with effect from September 1, 2025 upto August 31, 2030.

($) The Board of Directors at its Meeting held on April 13, 2026, had approved the appointment of Mr. Burjis Godrej, Executive Director

(DIN: 08183082) as the "Chairman Designate" with effect from April 13, 2026 and as the "Chairperson" of the Board with effect from

August 14, 2026.

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/investors/compliance-and-corporate-governance/policies-and-codes

As on March 31, 2026, the following Directors on your Company's Board were Independent Directors:

(^) Mr. Natarajan Srinivasan (DIN: 00123338) has ceased to be the Independent Director of the Company due to his resignation with effect from the closure of business hours on July 1, 2025.

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 April 30, 2026.

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

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 allowing 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 2025-26 are available on the website of the Company and can be accessed through the web-link https://www.godrejagrovet.com/investors/compliance-and-corporate-governance/familiarization-programme-of-independent-directors.

During the Financial Year 2025-26, no person has been appointed as an Independent Director of the Company, as there was no statutory requirement, except as follows;

The Board of Directors on March 23, 2026, had approved the re-appointment of Dr. Ashok Gulati (DIN: 07062601) as the "Non-Executive & Independent Director" of the Company for a second term comprising of a period with effect from May 7, 2026 upto May

10, 2029, subject to approval of the Shareholders. The Shareholders of the Company through Special Resolutions passed by Postal Ballot concluded on April 27, 2026, have approved the aforementioned re-appointment.

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.

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

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 2025-26, (i.e., April 30, 2025, August 6, 2025,

November 5, 2025 and February 3, 2026). 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.

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, 2026:

(^) Mr. Natarajan Srinivasan (DIN: 00123338) has ceased to be the Chairman of the Audit Committee consequent to cessation of his Directorship with effect from the closure of business hours on July 1, 2025.

($) Mr. Kannan Sitaram (DIN: 01038711), Independent Director of the Company has been appointed as the Chairman of the Audit Committee with effect from July 2, 2025.

(*) Mr. Balram Singh Yadav (DIN: 00294803) has ceased to be the Managing Director of the Company due to superannuation from the employment of the Company with effect from the closure of business hours on August 31, 2025 and consequently ceased to be the Member of the Audit Committee.

(#) Mr. Sunil Kataria (DIN: 06863609), Chief Executive Officer & Managing Director of the Company has been appointed as the Member of the Audit Committee with effect from September 1, 2025.

There were 4 (Four) Meetings of the Audit Committee held during the Financial Year 2025-26 (i.e., April 30, 2025, August 6, 2025, November

5, 2025 and February 3, 2026).

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 2025-26, all the 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 2025-26.

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, 2026:

There was 1 (One) Meeting of the Nomination and Remuneration Committee held during the Financial Year 2025-26 (i.e., on April 30, 2025).

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 2025-26.

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, 2026:

(^) Mr. Natarajan Srinivasan (DIN: 00123338) has ceased to be the Member of the Stakeholders' Relationship Committee consequent to cessation of his Directorship with effect from the closure of business hours on July 1, 2025.

(!) Ms. Ritu Verma (DIN: 05262828), Independent Director of the Company has been appointed as the Member of the Stakeholders' Relationship Committee with effect from July 2, 2025.

(*) Mr. Balram Singh Yadav (DIN: 00294803) has ceased to be the Managing Director of the Company due to superannuation from the employment of the Company with effect from the closure of business hours on August 31, 2025 and consequently ceased to be the Member of the Stakeholders' Relationship Committee.

(#) Mr. Sunil Kataria (DIN: 06863609), Chief Executive Officer & Managing Director of the Company has been appointed as the Member of the Stakeholders' Relationship Committee with effect from July 2, 2025.

There was 1 (One) Meeting of the Stakeholders' Relationship Committee held during the Financial Year 2025-26 (i.e., on November 5, 2025).

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 2025-26.

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, 2026:

(*) Mr. Balram Singh Yadav (DIN: 00294803) has ceased to be the Managing Director of the Company due to superannuation from the employment of the Company with effect from the closure of business hours on August 31, 2025 and consequently ceased to be the Member of the Corporate Social Responsibility Committee.

(#) Mr. Sunil Kataria (DIN: 06863609), Chief Executive Officer & Managing Director of the Company has been appointed as the Member of the Corporate Social Responsibility Committee with effect from September 1, 2025.

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2025-26 (i.e., on April 30, 2025 and November 5, 2025).

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 2025-26.

Your Company is committed to the Godrej Group's 'Good & Green' vision of creating a more inclusive and greener India. Your Company's strategic CSR Projects, undertaken as part of its overall sustainability framework, actively work towards the Godrej Group's Good & Green goals and have helped it 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 weblink https://www.godrejagrovet. com/investors/compliance-and-corporate-governance/policies-and-codes.

Amount of CSR Spending:

During the Financial Year 2025-26, your Company was required to spend 8.87 Crore (Including of unspent CSR funds for the previous Financial Year 2024-25 of 0.21 Crore in the Mandatory @ 2% of Average Net Profits of last 3 Financial Years of 8.66 Crore ) 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 7.87 Crore. The unspent CSR amount of . 1 Crore was transferred in Godrej Agrovet Limited - Unspent CSR Funds Account for the Financial Year 2025-26.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2025-26 is annexed as "Annexure - A".

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, 2026:

(^) Mr. Natarajan Srinivasan (DIN: 00123338) has ceased to be the Member of the Risk Management Committee consequent to cessation of his Directorship with effect from the closure of business hours on July 1, 2025.

(@) Ms. Roopa Purushothaman (DIN: 02846868), Independent Director of the Company has been appointed as the Member of the Risk Management Committee with effect from July 2, 2025.

(*) Mr. Balram Singh Yadav (DIN: 00294803) has ceased to be the Managing Director of the Company due to superannuation from the employment of the Company with effect from the closure of business hours on August 31, 2025 and consequently ceased to be the Member of the Risk Management Committee.

(#) Mr. Sunil Kataria (DIN: 06863609), Chief Executive Officer & Managing Director of the Company has been appointed as the Member of the Risk Management Committee with effect from July 2, 2025.

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2025-26 (i.e., on August 6, 2025 & February

3, 2026).

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.

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.

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, 2026:

(*) Mr. Balram Singh Yadav (DIN: 00294803) has ceased to be the Managing Director of the Company due to superannuation from the employment of the Company with effect from the closure of business hours on August 31, 2025 and consequently ceased to be the Member of the Managing Committee.

(#) Mr. Sunil Kataria (DIN: 06863609), Chief Executive Officer & Managing Director of the Company has been appointed as the Member of the Management Committee with effect from September 1, 2025.

During the Financial Year 2025-26, 10 (Ten) Meetings of the Managing Committee of the Board of Directors were held, i.e., on April 30, 2025,

June 20, 2025, August 6, 2025, September 1, 2025, October 10, 2025, October 31, 2025, November 5, 2025, January 30, 2026, February 3,

2026 and March 19, 2026. The requisite quorum was present for all the Meetings of the Managing Committee.

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.

The Independent Directors met once during the Financial Year 2025-26, i.e., on April 30, 2025, 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, Managing Director, Non-Executive

Directors, Chief Financial Officer and the Company Secretary & Compliance Officer of the Company.

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 / Directors 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 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 weblink https://www.godrejagrovet.com/investors/compliance-and-corporate-governance/policies-and-codes

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: - Dial the hotline number - ?Write to the Ethics E-mail id - Log on to the web portal - Chat Bot - ?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.

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.

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, 2026:

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 and resolved 3 (Three) complaint(s) under the POSH Policy during the Financial Year 2025-26 which has been resolved as on March 31, 2026.

During the Financial Year 2025-26, the Company has complied with all the applicable provisions of the Maternity Benefit Act, 1961.

During the Financial Year 2025-26 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 on the going concern status of your Company and its operations in future.

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 2025-26, have been provided in the Notes to the Financial Statement.

During the Financial Year 2025-26: - ?There were no significant material Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons who may have a potential conflict with the interest of the Company. - None of the Directors had any pecuniary relationships or transactions vis-?-vis the Company. - 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. 57 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 2025-26, were on arm's length basis and in the ordinary course of business.

During the Financial Year 2025-26, 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.

Your Company is committed to constantly improving the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security on 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.

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.

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, 2026, 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, 2026) and of the profit and loss of the Company for that period (i.e., the Financial Year 2025-26); 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.

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, Practicing 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.

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 Thirty- First Annual General Meeting ("31^st AGM") till the conclusion of the Thirty-Sixth Annual General Meeting ("36^th AGM").

The Shareholders of the Company at their 31^st 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 AGM, till the conclusion of the 36^th AGM.

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 April 30, 2025, as the "Cost Auditors" of the Company for the Financial Year 2025-26, 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-Fourth Annual General Meeting ("34^th AGM") held on August 6, 2025, 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 2025-26, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai have been appointed by the Board of Directors, at its Meeting held on April 30, 2026, as the "Cost Auditors" of the Company for the Financial Year 2026-27, 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 Thirty-Fifth Annual General Meeting (35^th AGM), in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

Upon recommendation by the Audit Committee, the Board of Directors of the Company at its Meeting held on April 30, 2025 had recommended to the Shareholders, the appointment of M/s. BNP & Associate, Practicing Company Secretaries, as the "Secretarial Auditors" of the Company, for a term of 5 (Five) consecutive years, to hold office from the conclusion of the Thirty-Fourth Annual General Meeting

("34^th AGM") till the conclusion of the Thirty-Nineth Annual General Meeting ("39^th AGM"), i.e. from the Financial Year 2025-26 upto the Financial Year 2029-30.

The Shareholders of the Company at their 34^th AGM held on August 6, 2025 had approved the appointment of M/s. BNP & Associates, Practicing Company Secretaries (Firm Registration Number: P2014MH037400) as the "Secretarial Auditors" of the Company, pursuant to

Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to hold office for a term of 5 (Five) consecutive years, i.e., from the conclusion of the 34^th AGM, till the conclusion of the 39^th AGM.

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2025-26 is annexed as

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

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 2025-26 of Creamline Dairy Products Limited ("CDPL"), Unlisted Material Subsidiary of your Company, is annexed as "Annexure - C" to this Directors' Report.

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 2025-26.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2025-26.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2025-26, which was received and noted during the Financial Year 2026-27. The Cost Audit Report for the Financial Year 2025-26 will be received by the Board of Directors of the Company in due course.

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.

Directors' Report

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.

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.

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 disclosed in the "Annexure - D" to this Directors' Report.

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/investors/compliance-and-corporate-governance/policies-and-codes , 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:

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

The Company has prepared its Business Responsibility and Sustainability Report (BRSR) for the Financial Year 2025-26 in accordance with Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021. The BRSR outlines the initiatives undertaken by the Company from an environmental, social and governance (ESG) perspective.

The BRSR requires listed entities to disclose their performance against the nine principles of the National Guidelines on Responsible

Business Conduct (NGBRCs). Reporting under each principle is divided into Essential and Leadership Indicators. While disclosure of the

Essential Indicators is mandatory, reporting on the Leadership Indicators is voluntary.

Further, SEBI, vide its Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, has introduced the BRSR Core framework for assurance by listed entities, including disclosures and assurance requirements for the value chain. The BRSR Core is a sub-set of the

BRSR and comprises a set of Key Performance Indicators (KPIs) across nine ESG attributes. Keeping in view the Indian and emerging market context, certain new KPIs have been identified for assurance. Additionally, to enhance global comparability, intensity ratios based on revenue adjusted for Purchasing Power Parity (PPP) have been included.

The requirements relating to value chain disclosures and reasonable assurance under BRSR Core are being implemented in a phased manner, based on the market capitalization of the listed entity. Accordingly, the Company has prepared the BRSR for the Financial Year 2025-26, along with reasonable assurance on the applicable BRSR Core parameters, which forms part of this Annual Report.

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2025-26 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 - E" to this Report.

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 Thirty-Fifth Annual General Meeting ("35^th AGM") 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

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/ reports-and-financials/subsidiary-accounts , pursuant to the provisions of Section 136 of the Companies Act, 2013.

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.

During the Financial Year 2025-26, your Company has transferred unpaid or unclaimed dividend for the Financial Year 2017-18 and shares relating thereto which were required to be transferred to the IEPF Authority till the date of this Report.

The details of unpaid / unclaimed dividend for the Financial Year 2018-19 and the shares relating thereto have been disclosed on the Company's website https://www.godrejagrovet.com/investors/investor-information/detail-of-share-to-iepf

. The Shareholders are requested to kindly claim their unclaimed / unpaid dividend for the Financial Year 2018-19, on or before August 31, 2026.

The Management Discussion and Analysis Report for the Financial Year 2025-26, 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.

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.

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.

(DIN: 00066195) Date: April 30, 2026 Place: Mumbai