Godfrey Phillips India Ltd

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

Your Directors are pleased to present the 88th Annual Report on the business and operations along with the Audited

Financial Statements of the Company for the financial year ended 31 st March 2025.

ECONOMIC ENVIRONMENT

Global macroeconomic conditions in 2025 reflect cautious optimism, as policymakers supporting growth and maintaining stability. Global GDP is projected to expand by 2.8%, in line with 2024, underscoring the resilience of underlying economic fundamentals amid persistent global uncertainties. Advanced economies are expected to grow by 1.8%, compared to 1.6% in the previous year, supported by steady performance in the United

States, where consumption and labour market conditions continue to drive expansion. The Euro area is projected to regain some momentum following a subdued performance in 2024, aided by declining energy costs and improved fiscal positions.

In contrast, growth in emerging and developing economies is expected to moderate slightly to 4.2%, reflecting tighter external financing conditions and a slowdown in global trade. Despite these challenges, investment sentiment is showing gradual improvement, supported by easing supply constraints and greater predictability in policy environments. However, structural productivity gaps and region-specific vulnerabilities continue to warrant close monitoring. Inflationary pressures continued to ease through 2025. Headline inflation is projected to decline to 3.4%, from 4.0% in 2024, driven by stable commodity prices, improved logistics, and tighter fiscal controls in several major economies. However, core inflation remains above central bank targets in a number of advanced economies, primarily due to sustained cost pressures in services and wage growth. Central banks, including the US Federal Reserve and the European Central Bank, are therefore expected to adopt a more measured approach to monetary policy, gradually transitioning from restrictive stances while maintaining flexibility to respond to evolving inflation dynamics. While risks from geopolitical developments and commodity price fluctuations persist, monetary authorities are better equipped to address them within coordinated policy frameworks.

India continues to rank among the world's fastest-growing major economies. Real GDP is projected to expand by 6.2% in 2025, supported by robust domestic demand, rising capital expenditure, and favourable credit conditions. The United

Nations forecasts a slightly higher growth rate of 6.6%, citing sustained momentum in the manufacturing and services sectors, complemented by ongoing public investment in infrastructure. While external challenges such as global trade fluctuations, energy price volatility and climate-related risks remain, India's policy consistency, fiscal discipline and demographic profile provide a foundation for continued economic expansion and deeper integration into the global economy. However, the current skirmishes on the international border with Pakistan could play spoilsport.

TOBACCO INDUSTRY

India continues to maintain its leadership as the world's second-largest tobacco producer, with an estimated production of approximately 800 million kilograms in FY 2024 25, reinforcing its critical contribution to India's agricultural economy. Tobacco cultivation occupies 0.24% of India's total arable land, primarily in semi-arid and rain-fed regions where alternative crops are economically less viable. This continued reliance on tobacco for farming income underscores its economic importance to rural economies. India's tobacco production spans 13 states, with Andhra Pradesh, Karnataka, and Gujarat being major contributors.

The country produces a variety of tobacco types, such as Flue-Cured Virginia (FCV), Non-FCV, and other non-cigarette tobacco products, catering to both domestic demand and global markets. In FY 2024 25, FCV production reached

304 million kilograms, accounting for approximately one-third of India's total tobacco output.

India's competitive advantage in the global tobacco trade is driven by low production costs and a wide product offering. While cigarette exports remain modest, India has established a significant export presence in Bidis, Hookah tobacco, Chewing tobacco, and Zarda, meeting regional preferences across international markets. In FY 2024 25,

India exported about 300 million kilograms of tobacco products, generating about Rs12,000 crores in export revenues.

Projections for FY 2025 26 suggest that export revenues will likely exceed Rs13,000 crores, driven by sustained global demand and market diversification strategies.

The tobacco sector continues to be a key contributor to rural livelihoods, employing approximately 45.7 million individuals across cultivation, processing, trading, and manufacturing. This sector also plays a major role in supporting small landholder farmers, rural women, and tribal communities. to face challenges due to higher taxation, health Despiteits economic awareness campaigns, and regulatory measures. These conditions have unwittingly contribute to the growth of the illicit tobacco market, which undermines public health efforts and tax revenue collections. In FY 2023 24, illicit trade was estimated to account for over 25% of the total tobacco market, contributing to a substantial loss in tax revenue. For instance, FY 2023 24 tax revenues were reported to be Rs72,788 crores, but illicit trade continues to hinder additional revenue generation. Although enforcement agencies have seemingly stepped up actions such as seizures and market surveillance, with over Rs1,000 crores worth of tobacco products reported to have been seized in the last year, continued collaboration between industry stakeholders and regulatory authorities is essential to address this ongoing issue. Looking ahead, the Indian tobacco industry is focusing on long-term, sustainable growth. Key priorities include enhancing supply chain transparency, adopting best-in-class agricultural practices, and ensuring quality compliance across its products. These efforts are expected to strengthen India's position in the global tobacco market while contributing to inclusive rural development. As India continues to innovate and adapt to changing consumer preferences and regulatory changes, it remains well-positioned to continue leading the global tobacco industry in the years to come.

CONSUMER INDUSTRY

India's consumer sector continues to make a significant contribution to the country's economic growth. Supported by favourable demographics, rising disposable incomes, urbanisation and accelerated digital adoption, this has emerged as key contributors of consumption. Structural shifts in consumer preferences, reinforced by enabling policy interventions, are shaping the future trajectory of this sector.

The Fast-Moving Consumer Goods FMCG market was valued at USD 245.4 billion in 2024 and is expected to expand to approximately USD 615.87 billion by 2027, reflecting a CAGR of 27.9% from 2021. This growth is underpinned by rising internet penetration, with over 886 million users online as of 2024. The increasing adoption of e-commerce and direct-to-consumer formats is reshaping how consumers engage with brands. The online FMCG market is projected to grow from USD 4,540 million in 2022 to USD 76,761 million by 2032. Digital marketing accounted for 44% of the total USD 5.9 billion in digital advertising expenditure in 2024, underscoring its expanding role in brand strategy. To address evolving demand, companies are strengthening supply chains, expanding distribution networks and diversifying product offerings.

Looking ahead, India's consumer sector is well-positioned to benefit from a convergence of supportive demand trends, digital integration and investment activity. Sustained focus on innovation, agility and customer engagement will be integral to driving long-term, inclusive growth and stakeholder value.

SEGMENTWISE PERFORMANCE IN 2024-25 Cigarettes

The domestic cigarette industry outlook in India remained reasonably optimistic. While the industry continued to grapple with challenges such as escalating tobacco prices and input costs, it has shown resilience amidst global geopolitical tensions and supply chain disruptions. Improving macroeconomic indicators, coupled with the prospects of a normal monsoon, stable tobacco prices and a sustained recovery in rural demand, are expected to drive moderate volume growth in the near term.

During the year, your Company has re-emphasized its focus on core brands and has taken specific actions to enhance the brand image equity through product value adds and packaging enhancements. Four Square has demonstrated remarkable resilience and strength and increased its market share. Similarly, legacy brands like Cavanders and North

Pole have also seen significant thrust in terms of improving consumer relevance and have seen a resurgence in the market. We have also maintained our agility in investing behind variants like Shift and Define in Slim dia & FS Crush Tropical in regular dia to focus our energies behind building on their success across the geographies. Their success highlights the company's strategic focus on innovation.

Strong distribution networks, including expanded permissible e-commerce channels and deeper penetration into untapped markets, have also ensured wider product availability and enhanced accessibility to the consumers.

Going forward, our focus is on strengthening and expanding our market presence, increasing the consumer relevance of our core brands, and staying ahead of curve in terms of addressing emerging consumer needs.

Confectionary Products

Company's confectionary business has shown growth during the year and gross sales grew by 18% over last year and operating profit grew by about 40%. Growth has largely come from Naturalz Imli which is the flagship brand of the Company and hard boiled segment, backed by strong distribution network available across markets. We have recently launched a new variant in the hard boiled segment by the name "Lemon Chaskaa", which seems to be gaining some traction across launched markets.

Exports

The following table shows the status of exports for different products during the year under report:

Like previous years, unmanufactured tobacco exports have grown this year too and your Company has done commendably well by achieving the highest ever export revenue of Rs. 2010.19 Crores, registering a growth of

66.63% over the previous year. To expand the export footprint, your Company actively engaged with potential customers and successfully secured additional orders. This initiative has not only enhanced Company's revenue stream but also strengthened its position in the global market. Also, your Company has identified and introduced new crop varieties, including Sun-Cured Virginia, Kurnool Rustica, Lanka, and Lalchoupadia, alongside regular crops, which further diversified its product portfolio and enhanced revenue growth. A focused approach, combined with continuous monitoring of purchases, faster processing, and improved processing yields, has significantly enhanced efficiency and operational effectiveness across the supply chain.

Retail

The Board of Directors of the Company, at its meeting held on 12th April 2024 and after due consideration of the stakeholders' feedback, long-term performance of the retail business since its inception, prevailing market conditions of retail sector and long-term business strategy of the Company, had decided to exit from carrying out the business operations of its Retail Business Division. Subsequently, the Company has undertaken the necessary formalities for an orderly exit and have closed the operations of the said division during the current year.

HUMAN RESOURCE DEVELOPMENT

Your Company's Human Resource strategy centres on the "People First" philosophy. There has been continuous emphasis on building progressive and contemporary people processes and practices, focused on delivering superior business results and outstanding employee experience. The Company has continued to strengthen organization capability through leadership development and succession planning. During the year, your Company has deepened its investment in learning and development across levels through curated workshops. It is committed to fostering a safe, inclusive and high performing culture and has also rolled out unique employee wellness interventions last year. Your Company has been recognized for the 7th time in a row, as a Great Place to Work, thereby instilling a sense of pride in all its employees and stakeholders. The Company's operating leadership remains connected to the employees and has been instrumental in inspiring and motivating people to deliver their best. Your Company is dedicated to building a future-ready inclusive workplace, aligned with its strategic priorities.

INFORMATION TECHNOLOGY (IT)

Your Company has continued to push the boundaries of technological innovation, focusing on transformative projects that enhance operational efficiency and drive digital growth. This year, we have embarked on several key initiatives which have significantly streamlined our processes and improved overall productivity.

There has been an increased focus on digitization of operational processes to improve visibility and deliver operational

. We have modernized our Green Leaf Traceability system across the value chain. Key Business Intelligence

Dashboards have been implemented across various functions to enhance visibility and governance of compliances.

Further, with Generative Artificial Intelligence technologies gaining significant maturity in recent times and unlocking lot more possibilities, few pilots are underway around these technologies to realize the potential for our internal processes.

Our IT infrastructure has been further strengthened with the expansion of SD-WAN (Software Defined Wide Area Network) solution across all the locations, improving scalability and resiliency. Our multi-cloud environment has also been made more resilient to handle increasing data volumes, through network enhancements, thereby also ensuring high availability of mission critical applications.

Our commitment to strong IT governance practices is reflected in the successful completion of ISO 27001 audit. We have enhanced our cyber security posture to the next level through enhanced controls for data security. We continue to focus on our employees as the strongest pillar of Information security through multiple initiatives in like Awareness sessions, Quizzes, Simulation drills, etc. throughout the year.

TREASURY OPERATIONS

Your Company continues to enjoy the highest rating of ‘CRISIL A1+' for short term debt program, ‘CRISIL AA+/ Stable' for long term loan, ‘CRISIL AA+/Stable' for fund-based credit facilities and long term non-fund based facilities & ‘CRISIL A1+' for short term non-fund-based facilities. With these ratings in place, your Company can raise funds at most competitive terms. Following the principles of liquidity, safety and tax efficient returns, your Company has been deploying its long term surplus funds primarily in debt-oriented schemes of reputed mutual funds. Also, the Company continued to park its temporary surpluses in liquid/short-term schemes of various mutual funds.

FINANCIAL RESULTS

During the year, the gross sales value registered a growth of 30.18% by reaching the level of Rs. 6,866.64 crores from Rs. 5,274.68 crores last year. Similarly, the profit after tax is Rs. 1,043.20 crores as compared to Rs. 880.84 crores last year.

DIVIDEND

Your Directors are pleased to recommend the final of Rs.2/- each over and above the interim dividend of Rs 35 per equity share paid in December 2024. The proposed dividend will absorb Rs. 311.96 crores. There is no amount proposed to be transferred to the general reserves.

DEPOSITS

Your Company has not accepted any deposits, covered under Chapter V of the Companies Act, 2013 and hence, no details pursuant to Rules 8(v) and 8(vi) of the Companies (Accounts) Rules, 2014 are required to be reported.

ANNUAL RETURN

As required under Section 134(3)(a) and section 92(3) of the Companies Act, 2013, the Annual Return as on 31st March 2025 has been uploaded on the Company's website and the same can be accessed at https://godfreyphillips.co.in/sustainabililty/annual-return.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company has incorporated a wholly-owned subsidiary company by the name of White Horse Realty Limited having its Registered Office at Mumbai, for the purpose of carrying out business in the field of Real Estate Development.

As on 31st March 2025, your Company had six operating subsidiaries, two associate companies and a controlled entity. The basic details of these companies form part of the Annual Return as on 31st March 2025, which can be accessed through the link given above. Form AOC-1 containing the salient features of financial statements of the Company's subsidiaries and associates is attached as ‘Annexure 1'. Note 47 of the consolidated financial statements shows the share of each subsidiary, associate, and controlled entity in the consolidated net assets and profits of the Company. The audited financial statements of these entities will be available for inspection during business hours at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Indian Accounting Standard (IndAS-110)-Consolidated Financial Statements, Group Accounts form part of this Annual Report. The Group Accounts have been prepared based on financial statements received from the subsidiary, associate and controlled entities, as approved by their respective Boards.

INTERNAL CONTROL SYSTEMS

Your Company has a robust system of internal controls commensurate with the size of the Company and the nature of its business, which ensures that transactions are recorded, authorised and reported correctly apart from safeguarding its assets against loss from wastage, unauthorised use and disposition.

The internal control systems are supplemented by well documented policies, guidelines and procedures which are in line with the internal financial control framework requirements. There is an extensive programme of internal audit by a firm of chartered accountants followed by periodic management reviews.

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company continued to deepen its commitment to Corporate Social

Responsibility (CSR) with a strategic focus on promotion of education, environmental sustainability, conservation of natural resources, water management including maintaining quality of water, healthcare including preventive healthcare, and support for good agricultural practices. Large sum of money continues to be allocated to ongoing project for promoting education through programs aimed at imparting special education and employment enhancing vocational skills. While tobacco farmers in Andhra Pradesh remained a primary stakeholder in the community development programs, the Company expanded its CSR footprint to include places like Delhi, Mumbai, Ahmedabad, and Jammu—with its healthcare program reaching out to people in low-income bracket who form a critical yet underserved link in the distribution chain. In drought-prone and rain shadow regions of Andhra Pradesh with poor groundwater levels, we maintained three biodiversity parks spanning 23.5 acres, nurturing over 9,000 native trees. Our fourth biodiversity park in Vithamrajupalli village was successfully handed over to the local community. Additionally, we ensured the healthy maintenance of 70,000 saplings planted in the previous year, with the majority now self-sustaining. Complementing these efforts, we built 11 new check-dams across three districts and repaired 30 existing ones, enhancing our total number of check-dams to 47. Along with providing an irrigation source for a second crop and supporting groundwater recharge, these interventions have helped the Company meet its water conservation ESG targets, with current water storage capacity standing at over 2,10,000 kilolitres. The Chairperson of the CSR Committee and CMD of the Company, Dr. Bina Modi, visited the region to personally review the impact of our efforts in Andhra Pradesh.

In line with our ESG commitment to ensure access to clean drinking water for the farming community, the

Company undertook a scientific initiative to identify, map, and geotag all RO water plants across 839 villages in Andhra Pradesh. The study also included secondary drinking water sources and will serve as a blueprint for future interventions in fluoride-contaminated areas, enabling targeted support to communities lacking safe or improved potable water. It will allow us to build further on our existing 63 RO water plants.

To strengthen livelihood infrastructure, the Company constructed 103 new community agri-sheds, directly benefiting over 700 farmers and supporting thousands more indirectly. These structures provide crucial shelter for crops like tobacco, chili, and gram, as well as protection for livestock. In line with our broader goal of environmental sustainability, feasibility studies for water harvesting structures were initiated in rain-starved areas such as Ghaziabad, Uttar Pradesh, to extend water conservation efforts to newer geographies.

Recognising the need for inclusive healthcare, the Company organized over 100 health screening camps for people in low-income bracket and their families at wholesale dealer locations, enabling convenient access to medical services. The camps offered comprehensive check-ups, including screenings on some 100 odd health parameters and consultations with physicians and ophthalmologists, benefitting over 2,500 individuals. The CSR efforts of the Company are overseen by the CSR Committee of the Board, constituted in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules,

2014. The composition, terms of reference, and details of the Committee's meetings are provided in the Corporate Governance Report. A brief outline of the CSR Policy, overview of activities undertaken, the amount spent/unspent, reasons for any unspent amount, and the Committee's composition are disclosed in ‘Annexure - 2' to this Report.

DIRECTORS

Based on the recommendation of the Nomination and Remuneration Committee, Dr. Bina Modi was re-appointed as the

Managing Director of the Company for another term of five years w.e.f. 14 th November 2024 by the Board at its meeting held on 7th August 2024, which appointment was subsequently approved by the shareholders at the 87th Annual General Meeting held on 6th September 2024.

Based on the recommendation of the Nomination and Remuneration Committee, Ms. Charu Modi was appointed as an Additional Director of the Company with effect from 6th July 2024 by the Board in its meeting held on 6th July 2024 and thereafter as an Executive Director for a period of Five years w.e.f. 7th September 2024 by the Board in its meeting held on 7th August 2024, which appointment was subsequently approved by the Shareholders at the 87th Annual General Meeting held on 6th September 2024.

Based on the recommendation of the Nomination and Remuneration Committee, Mr. Avtar Singh Monga was appointed as Non-Executive Independent Director of the Company for a period of Five consecutive years with effect from 12th November 2024 by the Board of Directors in its Meeting held on 11th November 2024, which appointment was subsequently approved by the Shareholders by way of Postal Ballot on 20th December 2024.

Dr. Lalit Bhasin ceased to be the Director of the Company on completion of his term as an Independent Director at the 87th Annual General Meeting of the Company held on 6th September 2024.

Mr. Samir Kumaar Modi ceased to be the Director/Executive Director of the Company on his retirement by rotation at the 87th Annual General Meeting held on 6th September 2024.

The Independent Directors of your Company have confirmed that:

(a) they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'); and (b) they are not aware of any circumstance or situation which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the SEBI Listing Regulations and are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors and are independent of the management of the Company.

PERFORMANCE EVALUATION OF THE BOARD, ETC.

Details pertaining to the manner of evaluation of the Board, its committees and individual Directors including Chairperson has been carried out, form part of Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee,

Mr. Vishal Dhariwal was appointed the Chief Financial Officer of the Company w.e.f. 1 st March 2025 by the Board of Directors at its meeting held on 11th November 2024, in place of Mr. Sunil Agrawal, who assumed the role of an Advisor on key Business and Strategic matters w.e.f. 1st March 2025 and continues to be the Senior Management Personnel of the Company. Further, based on the recommendations of the Nomination and Remuneration Committee, Mr. Pumit Kumar Chellaramani was appointed as Company Secretary and Compliance Officer of the Company with effect from 12 th November 2024 by the Board of Directors at its meeting held on 11th November 2024, in place of Mr. Sanjay Kumar Gupta, who demitted office on his superannuation effective from close of business hours on 11 th November 2024.

Dr. Bina Modi, Chairperson and Managing Director, Ms. Charu Modi, Executive Director, Mr. Sharad Aggarwal,

Whole-time Director, Mr. Vishal Dhariwal, Chief Financial Officer and Mr. Pumit Kumar Chellaramani, Company

Secretary of the Company are considered to be Key Managerial Personnel of the Company as on 31st March 2025 as per the provisions of the Companies Act, 2013 and the rules made thereunder.

BOARD MEETINGS

During the financial year 2024-25, the Board of Directors met 9 (nine) times. Details of the meetings of the Board held during the year, form part of the Corporate Governance Report.

AUDIT COMMITTEE

The composition, functions and details of the meetings of the Audit Committee held during the year, form part of the Corporate Governance Report.

RISK MANAGEMENT

Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Company external environment and incorporates suitable risk treatment processes in its strategy and business and operating plans. The details of practices being followed by the Company in this regard, form part of the Corporate Governance Report. There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of the challenges faced by it have been dealt with under Management Discussion and Analysis which forms part of this Report. Your Company has a Risk Management Policy in place and is available on the Company's website at https://godfreyphillips.co.in/sustainabililty/policies. The Risk Management Committee reviews the Policy, its effectiveness and adequacy in periodic manner.

Details regarding constitution of Risk Management Committee and its role and responsibilities, form part of the Corporate Governance Report.

ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG) COMMITTEE

The Company has made sustainability as part of its ways of working during the year. The Board has set up a committee to monitor progress in this regard and the Business Responsibility and Sustainability Report attached herewith provides the necessary information on it.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 (the ‘Act'), the Directors, to the best of their knowledge, confirm that: (i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; (ii) Appropriate accounting policies have been applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit of the Company for the period;

(iii) Proper and sufficient care has been taken for 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; (iv) The Annual Accounts have been prepared on a going concern basis; (v) The internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and are operating effectively; and (vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

The above statements were also noted by the Audit Committee at its meeting held on 15th May 2025.

RELATED PARTY TRANSACTIONS

Form AOC-2 containing particulars of contracts or arrangements entered into by the Company with related parties referred in Section 188(1) of the Companies Act, 2013 is attached as ‘Annexure - 3'.

Details of related party transactions and related disclosures are given in the notes to the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The aforesaid details are provided in the financial statements of the Company forming part of the Annual Report. Please refer to Note 52 of the standalone financial statements.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Details of Whistle Blower Policy/Vigil Mechanism form part of the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The appointment and remuneration of the Directors is recommended by the Nomination and Remuneration Committee and approved by the Board, subject to approval of the shareholders.

The remuneration payable to the Directors is decided keeping into consideration long term goals of the Company apart from the individual performance expected from them in pursuit of the overall objectives of the Company. The remuneration of the Executive Directors including Managing Director and Whole-time Director, may consist of both fixed compensation (which may be subject to annual increments) & variable compensation and shall be paid as salary, commission, performance bonus, perquisites and fringe benefits, as may be approved by the Board and within the overall limits as may be approved by the shareholders.

In accordance with the provisions of the Articles of Association of the Company and the Companies Act, 2013, a sitting fee (presently fixed at Rs. 1,00,000 per meeting) is paid to the Non-executive Directors, including Independent

Directors, of the Company who are not drawing any remuneration, for attending any meeting of the Board or of any Committee thereof.

The remuneration payable to the Directors shall be governed by the ceiling limits specified under section 197 of the

Companies Act, 2013 and shareholders' approval taken from time to time.

The remuneration policy for other senior management employees including key managerial personnel aims at attracting, retaining and motivating high calibre talent and ensures equity, fairness and consistency in rewarding the employees. The remuneration to management grade employees involves a blend of fixed and variable component with performance forming the core. The components of total remuneration vary for different employee grades and are qualificatiand experience of the employees, responsibilities handled by them, governedbyindustrypractices, their potentials, etc. Remuneration of senior management employees is also being looked at by the Nomination and Remuneration Committee. The Nomination and Remuneration Policy is available on the Company's website at https://godfreyphillips.co.in/sustainabililty/policies. There is no major change in the Nomination and Remuneration policy of the Company during the year.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As mandated by the SEBI Listing Regulations, the Business Responsibility and Sustainability Report has been included separately, as part of the Annual Report.

UNCLAIMED SHARES

Status of the unclaimed shares as on 31st March 2025 has been mentioned in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company is committed to maximise the value for its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of law and particularly those stipulated in the SEBI Listing Regulations. Its objective and that of its management and employees is to manufacture and market the Company's products in a way so as to create value that can be sustained over the long term for consumers, shareholders, employees, business partners and the national economy in general.

Certificate from the statutory auditors of the Company regarding compliance of the conditions of Corporate

Governance as stipulated in the SEBI Listing Regulations, is enclosed.

Certificate from Dr. Bina Modi, Chairperson and Managing Director as the Chief Executive Officer (CEO) and Mr. Vishal Dhariwal, Chief Financial Officer (CFO) in relation to the financial statements for the year along with declaration by the Functional CEO regarding compliance with the code of business conduct of the Company by the Directors and the members of the senior management team of the Company during the year, were submitted to and taken note of by the Board.

STATUTORY AUDITORS

In compliance with the provisions of Section 139 and other applicable provisions of the Companies Act,

2013 and the Companies (Audit and Auditors) Rules, S. R. Batliboi & Co. LLP, Chartered Accountants, (FRN 301003E/E300005) were re-appointed as the Statutory Auditors for another term of five (5) consecutive years until the date of conclusion of the 90th Annual General Meeting, by the Shareholders in the 85th Annual General Meeting of the Company held on 26th August 2022.

Auditors' Report on the financial statements (both standalone as well as consolidated) of the Company forms part of the Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer. However, as an exception, the Auditors' in their report, have commented on the audit trail (edit log) feature of the accounting software used by the Company for maintaining its books of accounts. The Auditors' Report along with Note 51 to the financial statements of the Company, is self-explanatory in this regard. The Audit report is not modified to that extent.

COST AUDIT & COST RECORDS

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit & maintenance of Cost Records were not applicable on the Company during Financial Year 2024-25.

SECRETARIAL AUDIT

The Secretarial Audit Report from Chandrasekaran Associates, Practicing Company Secretaries, for the year under report is attached as ‘Annexure - 4' and does not contain any qualification, reservation, adverse remark or disclaimer.

REPORTING OF FRAUDS BY AUDITORS

During the year under report, the Statutory Auditors and Secretarial Auditors have not reported any instance of fraud committed against your Company by its officers or employees, to the Audit Committee or the Board, under section 143(12) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

Pursuant to Clause 9 of Revised Secretarial Standard -1 (SS -1), your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under report, no significant and material order was passed by the Regulators/Courts that could impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ‘Annexure - 5'.

Pursuant to the provisions of Section 136(1) of the Companies Act, 2013 and as advised, the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered Office of the Company during working hours and Members interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request. Hence, the Annual Report is being sent to the Members excluding the aforesaid information.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars prescribed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as ‘Annexure - 6'.

DIVIDEND DISTRIBUTION POLICY

As mandated by the SEBI Listing Regulations, the Board has formulated a dividend distribution policy and the same is attached as ‘Annexure - 7' and is also available on the Company's website at: https://godfreyphillips.co.in/sustainabililty/policies

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year 2024-25 with comparatives for the year 2023-24, are disclosed in

‘Annexure - 8' attached herewith.

EMPLOYEES SHARE PURCHASE SCHEME

During the year under report, the Company has implemented a share-based employee long term incentive plan in the name "Godfrey Phillips Employees Share Purchase Scheme-2024" ("ESPS 2024") which is being administered through the irrevocable Trust in the name of "Godfrey Phillips ESPS Trust". ESPS 2024 is being supervised by the Nomination and Remuneration Committee. The ESPS 2024 was implemented in compliance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

As at 31st March 2025, the Company has two Employees Share Purchase Schemes viz: ESPS 2024 and ESPS 2023 and no change has been made in both the schemes during the year under report. The Company has received a certificate from the Secretarial Auditors that the ESPS 2024 and ESPS 2023 have been implemented in accordance with the applicable SEBI Guidelines and the resolutions passed by the shareholders. The Certificate will be placed at the Annual General Meeting for inspection by the Members.

Details of the share based payments made during the year are provided in Note 48 to the financial statements of the Company. Further, the disclosures pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Companies Act, 2013 are available on the website of the Company at https://www.godfreyphillips.co.in/employee-benefit-scheme-documents .

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment of women at workplace in line with the requirements of the above Act.

Under the said policy, an Internal Complaints Committee (ICC) has been set up to redress complaints received relating to sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During the year under report, no complaint was filed with the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

No material changes and commitments have occurred between the end of the financial year and the date of this report, affecting the financial position of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company except that the Company discontinued carrying out the business operations of its Retail Business Division.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under report, no application was made against the Company nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

THE FUTURE

Availability of best in the class manufacturing facilities with right blend of technology, vast distribution network, adequate financial resources, stable tax regime and motivated manpower backed by ‘people first' policy, will continue to facilitate your Company to drive growth across its various product categories both in domestic and international markets. Your Directors are confident that the Company will continue to create value for its shareholders and other stakeholders.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Government authorities, Company's bankers, customers, vendors, investors and all other stakeholders for their continued support during the year. Your Directors are also pleased to record their appreciation for the dedicated services of employees at all levels of operations in the Company.

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