Astec Lifesciences Ltd

astec lifesciences limited

[Corporate Identity Number (CIN): L99999MH1994PLC076236]

For the Financial Year ended 31^st March, 2024

to the members:

Your Directors have pleasure in presenting this 30^th (Thirtieth) Directors' Report along with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

i. highlights of financial performance:

Your Company's financial performance during the Financial Year 2023-24 as compared to that of the previous Financial Year 2022-23 is summarized below:

(' in Lakh)

(N.A.: Not Applicable)

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES:

Your Company 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 2023-24, your Company recorded Total Income of '463.82 Crore as compared to '641.23 Crore during the Financial Year 2022-23 and Profit/(Loss) After Tax of '(46.89) Crore as compared to '25.59 Crore during the Financial Year 2022-23.

Your Company continued to focus on Contract Development & Manufacturing Organization (CDMO) segment and achieved 1.7x growth in revenues from the segment as compared to the previous Financial Year. Share of CDMO sales increased to 60% in the Financial Year 2023-24 from 26% in the Financial Year 2022-23. The capacity utilization of the herbicide facility, which was commissioned in the Financial Year 2021-22, further increased supporting growth in CDMO sales.

Your Company's enterprise business, however, faced volume headwinds in both exports as well as domestic markets. Unprecedented drop in volumes, primarily in the second half of the year, for key enterprise products was attributed to high inventories with customers and in the channel as well. At the same time, market prices of some of the triazole fungicides corrected sharply in the second half from last year's high base leading to continued reduced realizations in the Financial Year 2023-24. As a result, your Company reported decline in revenues and margins in the Financial Year 2023-24 as compared to the previous Financial Year 2022-23.

Geographically, export sales declined by 14.3% year-on-year while domestic sales fell by 47.1% year-on-year due to lower volumes of key enterprise products. Proportion of exports in total sales increased to 72% in the Financial Year 2023-24 from 61% in the previous Financial Year 2022-23. Domestic sales were at 28% of total sales in the Financial Year 2023-24.

Gross margin stood at 30.3% in the Financial Year 2023-24 as compared to 36.1% in the previous Financial Year 2022-23. Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) margin declined to 0.1% in the Financial Year 2023-24 from 13.9% in the previous Financial Year 2022-23. Reduced realizations of key enterprise products and high cost inventories led to lower margins in the Financial Year 2023-24 as compared to the previous Financial Year 2022-23.

In April 2023, your Company inaugurated a state-of-the-art Research & Development (R&D) Center, named “Adi Godrej Center for Chemical Research and Development” in Rabale, Maharashtra. The facility, equipped with synthesis lab, formulation lab as well as sophisticated safety infrastructure, will enable your Company to expand offerings in CDMO space. The R&D Center will further aid your Company in improving product development, providing access to advanced equipment and facilities, fostering collaboration, and driving innovation. With improved capability to reduce the time-to-market for innovative solutions and provide end- to-end solutions supported by advanced labs and analytical instruments, the R&D Center will also make your company a partner of choice for innovator companies across the globe. Your Company's substantial investment in a future-ready R&D Center reflects its unwavering commitment towards long-term value creation despite challenges in the short run.

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

The financial performance of the following 2 (Two) subsidiaries of your Company during the Financial Year (F.Y.) 2023-24 is summarized below:

(i) Behram Chemicals Private Limited:

Behram Chemicals Private Limited, a subsidiary of your Company, has given its plot of land at Mahad (Maharashtra) to your Company on leave and license basis.

During the Financial Year 2023-24, Behram Chemicals Private Limited reported Profit Before Tax of '14.98 Lakh, as compared to Profit Before Tax of '11.22 Lakh during the previous Financial Year 2022-23.

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

Comercializadora Agricola Agroastrachem Cia Ltda is a foreign subsidiary company, having its Registered Office in Bogota, Colombia and is engaged in the business of obtaining product registrations in conformity with local laws of the said country. This company is yet to start any major commercial activity.

For the year ended 31^st March, 2024, Comercializadora Agricola Agroastrachem Cia Ltda reported Profit/ (Loss) Before Tax of NIL, as compared to Profit/(Loss) Before Tax of NIL reported during the previous year ended 31^st March, 2023.

3. DIVIDEND:

Your Board does not recommend any Final Dividend for the Financial Year 2023-24.

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

4. TRANSFER TO RESERVES:

Your Board does not propose to transfer any amount to reserves during the Financial Year 2023-24.

5. particulars of loans, investments and GUARANTEES:

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

6. FINANCE AND CREDIT RATING:

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

During the Financial Year 2023-24, ICRA Limited has assigned Credit Ratings in respect of '981 Crore of Line of Credit (LOC) and '300 Crore of Commercial Paper Programme availed by the Company, as under:

a) Rating of “[ICRA] AA- (Stable)” (pronounced “ICRA double A minus”) for long term bank facilities of '556 Crore;

b) Rating of “[ICRA] A1+” (pronounced “ICRA A one plus”) for short term bank facilities of '425 Crore;

c) Rating of “[ICRA] A1+” (pronounced “ICRA A one plus”) for Commercial Paper Programme of '300 Crore.

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of '300 Crore.

Moreover, India Ratings and Research Private Limited, a Fitch Group Company, has assigned Credit Rating of “IND AA- / Stable” in respect of the Non-Convertible Debentures (“NCDs”) upto an issue size of '50 Crore (Rupees Fifty Crore Only). During the Financial Year 2023-24 and as on 31^st March, 2024, NCDs of '50 Crore have been issued by your Company.

7. INFORMATION SYSTEMS:

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

Industry's best security solutions & Tools are implemented to ensure zero trust security in endpoints, servers, networks and cloud infrastructure with 24X7 monitoring mechanism to ensure secure environment and high availability of digital resources. Your Company has stringent cyber security policy and the same is monitored and managed by competent professionals round the clock. For Network security, your Company has a ZERO tolerance policy, and all critical applications are accessible through secure Virtual Private Network (VPN). Data Loss Prevention (DLP) tool is being implemented in your Company to ensure stringent security to important information in the organization. Integrated Risk Management (IRM) tool is implemented in Research & Development (R&D) to ensure high security to confidential information. Disaster Recovery Site is maintained for critical business applications & Disaster Recovery (DR) Drills are conducted as per audit recommendations to ensure business continuity and compliance.

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

8. SHARE CAPITAL:

The Authorized Equity Share Capital of your Company as on 31^st March, 2024 stood at '25,00,00,000/- (Rupees Twenty-Five Crore Only), comprising of 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Face Value of '10/- (Rupees Ten Only) each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31^st March, 2024 was '19,60,92,060/- (Rupees Nineteen Crore Sixty Lakh Ninety-Two Thousand Sixty Only) comprising of 1,96,09,206 (One Crore Ninety-Six Lakh Nine Thousand Two Hundred and Six) Equity Shares of Face Value of '10/- (Rupees Ten Only) each.

During the Financial Year 2023-24, the Company has allotted 3,546 (Three Thousand Five Hundred and Forty-Six) Equity Shares of Face Value of '10/- (Rupees Ten Only) each, ranking pari passu with the existing Equity Shares, out of which:

(a) 1,546 (One Thousand Five Hundred and Forty-Six) Equity Shares were allotted pursuant to exercise of Options at an exercise price of '10/- (Rupees Ten Only) each under amended Employees Stock Option Plan, 2012 (“amended ESOP 2012”);

(b) 2,000 (Two Thousand) Equity Shares were allotted pursuant to exercise of Options at an exercise price of '387.35 (Rupees Three Hundred Eighty-Seven and Paise Thirty-Five Only) each under the Employees Stock Option Scheme, 2015 (“ESOS 2015”).

Further, during the Financial Year under review, the Nomination and Remuneration Committee of the Board of Directors of your Company has granted 1,856 (One Thousand Eight Hundred and Fifty-Six) Options convertible into 1,856 (One Thousand Eight Hundred and Fifty- Six)) Equity Shares at an Exercise Price of '10/- (Rupees Ten Only) under the amended ESOP 2012.

During the Financial Year under review, no options were granted under ESOS 2015.

9. MANAGEMENT DISCUSSION and ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2023-24, as stipulated 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.

10. HOLDING COMPANY:

Godrej Agrovet Limited, a Listed Company (listed on BSE Limited and National Stock Exchange of India Limited), is, inter alia, engaged in the business of manufacturing and marketing of Animal Feeds, Agricultural Inputs and Oil Palm and continues to be the Holding Company of your Company. The shareholding of Godrej Agrovet Limited in your Company as on 31^st March, 2024 was 64.76% [i.e., 1,26,99,054 (One Crore Twenty-Six Lakh Ninety-Nine Thousand Fifty-Four) Equity Shares of Face Value of '10/- (Rupees Ten Only) each] of the Issued, Subscribed and Paid-up Equity Share Capital of the Company.

Godrej Agrovet Limited, in turn, is a subsidiary of Godrej Industries Limited, a listed company (listed on BSE Limited and National Stock Exchange of India Limited). Godrej Industries Limited, thus, continues to be the Ultimate Holding Company of your Company.

11. SUBSIDIARY COMPANIES:

Your Company had the following 2 (Two) Subsidiary Companies throughout the Financial Year 2023-24:

(a) Behram Chemicals Private Limited, Maharashtra, India (in which your Company holds 65.63% of the Paid- up Equity Share Capital); and

(b) Comercializadora Agricola Agroastrachem Cia Ltda, Bogota, Columbia (in which your Company holds 100% of the Paid-up Equity

Share Capital).

A report on the financial position and performance of each of the Subsidiary Companies in Form AOC-1 for the Financial Year 2023-24 forms a part of the Directors' Report and is annexed herewith as ‘Annexure A'.

12. joint ventures or associate companies:

Your Company did not have any Joint Ventures or Associate companies during the Financial Year 2023-24.

13. consolidated financial statements:

The Consolidated Financial Statements of your Company for the Financial Year 2023-24 are prepared in accordance with the relevant Indian Accounting Standards (Ind AS), i.e., Ind AS 110 issued by the Institute of Chartered Accountants of India (ICAI) and form part of this Annual Report. Accordingly, the Annual Report of your Company does not contain the Financial Statements of its 2 (Two) Subsidiary Companies, viz., Behram Chemicals Private Limited and Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia).

The Annual Financial Statements and related information of your Company's Subsidiaries will be made available upon request. Also, in accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and Financial Statements of each of the Subsidiaries, are hosted on the Company's website, viz., www.godreiastec.com and can be accessed through the web link https://www.godreiastec.com/Investors/financial-updates. These documents will also be available for inspection during all days except Saturdays, Sundays and Public Holidays between 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Company's Registered Office in Mumbai, Maharashtra, subject to restrictions, if any, as may be imposed by the Government(s) and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting and obtaining a copy thereof, such Shareholder may write an e-mail to agm.astec@godreiastec.com.

14. disclosure as per part g of schedule v to the securities and exchange board of india (listing obligations and disclosures requirements) regulations, 2015:

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

The settlement contemplates a realignment of, inter alia, the shareholding of Godrej Industries Limited, which is the Ultimate Holding Company of your Company, subject to applicable regulatory approvals. Pursuant to the realignment, the management and control of the Company will continue with the ABG / NBG family, and the JNG / SVC Family will not be involved in the management and operations of the Company.

Currently, there are no members of the JNG / SVC Family who are Directors on the Board of Directors of the Company.

15. DIRECTORS:

During the Financial Year 2023-24, at the 29^th (Twenty Nineth) Annual General Meeting (“AGM”) of your Company held on 27^th July, 2023, Mr. Balram Singh Yadav [Director Identification Number (DIN: 00294803)], Non-Executive & Non-Independent Director, who was liable to retire by rotation, was re-appointed by the Shareholders.

Further, Mr. Anurag Roy [Director Identification Number (DIN: 07444595)] has been re-appointed as a “Whole Time Director & Chief Executive Officer” of the Company for a term of 3 (Three) years with effect from 28^th July, 2024 upto 27^th July, 2027 by the Shareholders of the Company upon passing a Special Resolution through a Postal Ballot, the results of which were declared on 9^th March, 2024.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Ashok Vishwanath Hiremath [Director Identification Number (DIN: 00349345)], Non-Executive & Non-Independent Director of the Company is liable to retire by rotation at the ensuing 30^th (Thirtieth) AGM, and being eligible, has offered himself for re-appointment. Appropriate resolution for re-appointment of Mr. Ashok Vishwanath Hiremath is being moved at the ensuing 30^th (Thirtieth) AGM, which the Board of Directors recommends for your approval.

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 Mr. Vikas Chomal, a Company Secretary in Practice certifying that none of the Directors of your Company has been debarred or disqualified by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority, from being appointed or continuing as a Director of any company. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2023-24.

16. meetings of the board of DIRECTORS:

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

The Board of Directors of your Company met 4 (Four) times during the Financial Year 2023-24 (on 2^nd May, 2023, 27^th July, 2023, 27^th October, 2023 and 25^th January, 2024). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings of the Board of Directors was within the limit

Directors' Report

prescribed under the Companies Act, 2013, i.e., the same was not exceeding 120 (One Hundred Twenty) days.

17. BOARD EVALUATION:

The Board of Directors has carried out a detailed annual evaluation of the performance of its own, its Committees as well as the Directors individually. A structured questionnaire was circulated 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 performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The confidential online questionnaire was responded to by all the Directors and vital feedback was received from them on how the Board and its Committees currently function and suggestions to improve their effectiveness.

The process of annual evaluation of Directors' performance and the feedback received therefrom has been discussed and noted at the Meetings of the Independent Directors, the Nomination and Remuneration Committee and the Board of Directors.

The Directors have expressed their overall satisfaction with the performance evaluation process.

18. INDEPENDENT DIRECTORS:

All the Independent Directors of your Company during the Financial Year 2023-24 and as on 31^st March, 2024, viz., Dr. Brahma Nand Vyas, Mr. R. R. Govindan, Mr. Vijay Kashinath Khot (*), Mr. Nandkumar Vasant Dhekne and Ms. Anjali Rajesh Gupte have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“IICA”), in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

In terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 dealing with the requirement for Independent Directors to pass Proficiency Test conducted by IICA:

Dr. Brahma Nand Vyas, Mr. Vijay Kashinath Khot (*) and Mr. Nandkumar Vasant Dhekne are exempt from appearing for the Proficiency Test;

• Mr. R. R. Govindan and Ms. Anjali Rajesh Gupte have successfully cleared / completed the Proficiency Test within the mandatory timelines applicable to each of them.

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) 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 and the same have been taken on record by the Board of Directors after undertaking due assessment of the veracity of the same.

The criteria for determining qualifications, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company which is available on your Company's website, viz., www.godreiastec.com at the web link https://www.godreiastec. com/investors/codes-and-policies.

All the Independent Directors of your Company have duly complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes attended by the Independent Directors during the Financial Year 2023-24 are available on the website of your Company, viz., www.godreiastec.com at the web link https://www.godreiastec.com/investors/ compliance.

The Independent Directors met once during the Financial Year 2023-24, i.e., on 2^nd May, 2023, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013. The Meeting of the Independent Directors was conducted without the presence of the Chairman, Whole Time Director and Non-Executive Directors and the members of your Company's Management.

19. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 (“the Act”), your Directors, to the best of their knowledge and ability, confirm as under:

a) that in the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and the profit of the Company for the Financial Year ended as at that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) that the Annual Accounts for the Financial Year ended 31^st March, 2024 have been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) that proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

20. key managerial personnel:

The following were the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, during the Financial Year 2023-24:

1. Mr. Anurag Roy, Whole Time Director & Chief Executive Officer

2. Mr. Madhur Gundecha, Chief Financial Officer (upto 2^nd May, 2023)

Mr. K. Suryanarayan, Chief Financial Officer (w.e.f. 3^rd May, 2023)

3. Ms. Tejashree Pradhan, Company Secretary & Compliance Officer

• Mr. Madhur Gundecha resigned as the “Chief Financial Officer” w.e.f. the close of business hours on 2^nd May, 2023.

• Mr. K. Suryanarayan has been appointed by the Board of Directors as the “Chief Financial Officer” w.e.f. 3^rd May, 2023, based on the recommendations made by the Nomination and Remuneration Committee and the Audit Committee. Further, Mr. K. Suryanarayan shall cease to be the “Chief Financial Officer” of the Company with effect from the close of the business hours on 3^rd May, 2024 on account of resignation.

21. STATUTORY AUDITORS:

B S R & Co. LLP, Chartered Accountants, Mumbai (Firm Registration Number: 101248W/W-100022) are the “Statutory Auditors” of your Company.

At the 28^th (Twenty-Eighth) Annual General Meeting of the Company held on 25^th July, 2022, B S R & Co. LLP have been re-appointed as the “Statutory Auditors” for a second term of 5 (Five) years, to hold office from the conclusion of the 28^th (Twenty-Eighth) Annual General Meeting till the conclusion of the 33^rd (Thirty-Third) Annual General Meeting (i.e., from the Financial Year 2022-23 upto the Financial Year 2026-27), based on the recommendation made by the Audit Committee and the Board of Directors at their respective Meetings held on 2^nd May, 2022.

B S R & Co. LLP have provided a written confirmation that they are eligible to continue to act as the Statutory Auditors of the Company for the Financial Year 2024-25, in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.

22. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. Your Company, accordingly, maintains the required cost accounts and records.

Your Board of Directors had, upon recommendation of the Audit Committee, at its Meeting held on 2^nd May, 2023, re-appointed M/s. NNT & Co., Cost Accountants, Mumbai (Firm Registration Number: 100911) as the “Cost Auditors” of the Company for the Financial Year 2023-24 and their remuneration was duly ratified by the Shareholders at the 29^th (Twenty Ninth) Annual General Meeting held on 27^th July, 2023.

Your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 2^nd May, 2024, appointed Mr. Paresh Jaysih Sampat, Cost Accountant, Mumbai (Membership No.: 33451 & Firm Registration No.: 102421), who has provided his consent and confirmed his eligibility, as the “Cost Auditor” of your Company for the Financial Year 2024-25, for newer insights, subject to ratification of his remuneration by the Shareholders at the ensuing 30^th (Thirtieth) Annual General Meeting.

23. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, upon recommendation of the Audit Committee, at its Meeting held on 2^nd May, 2023, appointed M/s. BNP and Associates, Company Secretaries (Firm Registration Number: P2014MH037400), Mumbai to undertake Secretarial Audit of your Company for the Financial Year 2023-24.

The Secretarial Audit Report issued by M/s. BNP and Associates, Secretarial Auditors for the Financial Year 2023-24, which is an unqualified report, is annexed herewith as ‘Annexure B'.

Your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 2^nd May, 2024, re-appointed M/s. BNP and Associates, who have provided their consent and confirmed their eligibility, as the “Secretarial Auditors” of your Company for the Financial Year 2024-25.

24. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

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

25. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and 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 Audit Committee of the Board of Directors comprising of the following Members as on 31^st March, 2024:

During the Financial Year 2023-24, there was no change in the composition of the Audit Committee.

Audit Committee Meetings were held 4 (Four) times during the Financial Year 2023-24 (on 2^nd May, 2023, 27^th July, 2023, 27^th October, 2023 and 25^th January, 2024). The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The Statutory Auditors and the Internal Auditors, inter alia, present their observations on adequacy of internal financial controls and the steps necessary to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company. The Board has accepted all the recommendations of the Audit Committee during the Financial Year 2023-24.

The Company Secretary & Compliance Officer acts as Secretary to the Audit Committee.

26. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and 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 Nomination and Remuneration Committee of the Board of Directors comprising of the following Members as on 31^st March, 2024:

During the Financial Year 2023-24, there was no change in the composition of the Nomination and Remuneration Committee.

Nomination and Remuneration Committee Meetings were held 2 (Two) times during the Financial Year 2023-24 (on 2^nd May, 2023 and 25^th January, 2024).

27. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) & CSR COMMITTEE:

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 Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising of the following Members as on 31^st March, 2024:

During the Financial Year 2023-24, there was no change in the composition of the CSR Committee.

CSR Committee Meetings were held 2 (Two) times during the Financial Year 2023-24 (on 2^nd May, 2023 and 25^th January, 2024).

CSR Policy and Areas of CSR Expenditure:

As a responsible corporate citizen, your Company recognizes CSR as integral to the way it does its business and strives to engage, connect and uplift the community in and around the areas in which your Company operates. The CSR Policy of your Company aligns itself with the Godrej Group's ‘Good and Green' vision of creating a more inclusive and greener India. Each of your Company's CSR projects are aligned with the ‘Good and Green' goals of the Godrej Group and correspond to different items listed in Schedule VII to the Companies Act, 2013, which create social, environmental and economic value for the society.

Your Company aspires and consistently moves in the direction to become a sustainable company through leadership commitment, multiple stakeholder engagements and disciplined value chain mechanisms. Your Company's holistic approach towards sustainability not only manages its externalities but also provides tangible solutions for the benefit and upliftment of the communities around its manufacturing sites. The CSR Policy of your Company outlines programmes and projects which the Company undertakes to create a positive impact on its stakeholders, taking into account the priorities of the nation and the needs of the local communities in order to deliver high- impact programmes that are easy to scale up.

Under its Corporate Social Responsibility (CSR) activities, the Company worked on projects in the area of agriculture, women empowerment, education, entitlements and community development. The various CSR programmes of the Company have positively impacted livelihoods for 3,149 individuals and 1,159 students.

The CSR Policy of your Company is uploaded on the website, viz., www.godreiastec.com and can be accessed through the web link https://www.godreiastec.com/investors/codes-and-policies.

Amount of CSR Spending:

Your Company was required to spend '163.94 Lakh towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, during the Financial Year 2023-24, out of which your Company has spent '161.01 Lakh towards CSR Activities. Your Company took up different projects pertaining to raising livelihoods of communities, digital education, etc. The shortfall of '2.93 Lakh in the amount of CSR spending is attributable to ongoing projects which will be completed by the Company in due course and the same has been duly transferred to Unspent CSR Account within the prescribed time limit.

Annual Report on CSR Activities:

The Annual Report on CSR Activities for the Financial Year 2023-24 is annexed herewith as ‘Annexure C'.

28. RISK MANAGEMENT & THE RISK MANAGEMENT COMMITTEE:

Pursuant to the provisions of 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 Members as on 31^st March, 2024:

During the Financial Year 2023-24, there was no change in the composition of the Risk Management Committee.

Risk Management Committee Meetings were held 2 (Two) times during the Financial Year 2023-24 (on 12^th September, 2023 and 5^th March, 2024).

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

Your Company considers ongoing risk management to be a core component of the management and functioning of the Company and understands that the Company's ability to identify and address risks is essential for achieving its corporate objectives. Your Company has, therefore, developed and implemented a Risk Management Policy. Your Company has formulated a series of processes, structures and guidelines which assist the Company to identify, assess, monitor and manage its business risks. In order to achieve this objective, your Company has clearly defined responsibility and authority of the Company's Board of Directors and of the Risk Management Committee, to oversee and manage the risk management programme, while conferring responsibility and authority on the Company's senior management, to develop and maintain the risk management programme in light of the day-to- day emerging needs of the Company. Regular communication and review of risk management practices provides your Company with important checks and balances to ensure the efficacy of its risk management. Detailed and meaningful discussions on risk factors and mitigation measures for the same take place at the meetings of the Risk Management Committee.

At present, there are no identified elements of risks, which, in the opinion of the Board, may threaten the existence of the Company.

29. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders' Relationship Committee of the Board of Directors, comprising of the following Members as on 31^st March, 2024:

During the Financial Year 2023-24, there was no change in the composition of the Stakeholders' Relationship Committee.

Meeting of the Stakeholders' Relationship Committee was held once during the Financial Year 2023-24 (viz., on 25^th January, 2024).

Ms. Tejashree Pradhan, Company Secretary & Compliance Officer is the Secretary to Stakeholders' Relationship Committee. She has attended the Meeting of the Stakeholders' Relationship Committee held during the Financial Year 2023-24.

The details of Investor Complaints during the Financial Year 2023-24 are as follows:

There are no pending share transfers as on 31^st March, 2024.

30. MANAGING COMMITTEE:

Your Company has constituted a Managing Committee of the Board of Directors, which comprised of the following Members as on 31^st March, 2024:

During the Financial Year under review, the Managing Committee has been reconstituted, i.e., Mr. Burjis Godrej, Non-Executive & NonIndependent Director and Mr. Anurag Roy, Whole Time Director & Chief Executive Officer, have been appointed as the Members of the Managing Committee w.e.f. 27^th October, 2023, pursuant to approval of the Board of Directors of the Company at its Meeting held on 27^th October, 2023.

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.

31. prevention of sexual harassment AT workplace and internal complaints COMMITTEE:

Your Company, as a part of the Godrej Group, is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation and there is zero tolerance towards any such unwarranted instances. The values of mutual trust and respect are considered by your Company as fundamental to its existence.

The Board of Directors of your Company has constituted Internal Complaints Committee (ICC) pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, comprising of the following Members for Head Office as on 31^st March, 2024:

1. Ms. Mallika Mutreja, Presiding Officer

2. Mr. Arijit Mukherjee, Member

3. Mr. Tarun Surya, Member

4. Ms. Tejashree Pradhan, Member

5. Ms. Prarthana Uppal, Member

6. Ms. Sharmila Kher, External Member

The Company has formulated and circulated to all the employees, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The details of complaints with the ICC during the Financial Year 2023-24 are as follows:

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

32. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your Company during the Financial Year 2023-24 were on arm's length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Approval of the Audit Committee of the Board of Directors was obtained for all the Related Party Transactions. Accordingly, as per provisions of Section 134(3)(h) and Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of Related Party Transactions in Form AOC-2 is not applicable. Attention of the Shareholders is also drawn to the disclosure of transactions with Related Parties as set out in Note No. 51 of the Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company during the Financial Year 2023-24.

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

During the Financial Year 2023-24, the Company has entered into Related Party Transactions with Godrej Agrovet Limited, its Promoter and Holding Company, based on considerations of various business exigencies, such as synergy in operations and the same are in line with the Company's long-term strategy.

All such Related Party Transactions during the Financial Year under review are in the ordinary course of business, on arm's length basis and are intended to further the Company's interests. The same have been disclosed in the Financial Statement.

34. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a detailed report on Corporate Governance is included in the Annual Report. M/s. BNP & Associates, Company Secretaries, Mumbai, who are also the “Secretarial Auditors” of your Company, have certified that your Company is in 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.

35. POLICIES OF THE COMPANY:

The Companies Act, 2013, 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 all listed companies and/or unlisted companies. All our Policies are available on the Company's website, viz., www.godreiastec.com and can be accessed through the web link https://www.godreiastec.com/investors/codes-and-policies. The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirements.

36. MANAGERIAL REMUNERATION:

The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the Financial Year 202324 was in conformity with the Nomination and Remuneration Policy of the Company. The disclosure as per the provisions of Section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ‘Annexure D'.

37. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 30^th (Thirtieth) Annual General Meeting, subject to restrictions (if any) as may be imposed by the Government(s) and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting and obtaining a copy thereof, such Shareholder may write an e-mail to agm.astec@godreiastec.com.

38. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2023-24. Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

39. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

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

40. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 will be hosted on the website of the Company, viz., www.godreiastec.com at the web link https://www.godreiastec.com/investors/other-updates.

41. investor EDUCATION AND PROTECTION FUND (IEPF):

Compulsory Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Account:

In accordance with the 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 (IEPF) established by the Central Government, upon completion of 7 (Seven) years. The Company is in compliance with the aforesaid provisions and the IEPF Rules.

Unclaimed / Unpaid Dividend:

The dividend amount for the Financial Year 2016-17 remaining unclaimed shall become due for transfer to the Investor Education and Protection Fund (“IEPF”) established by the Central Government in terms of Section 124 of the Companies Act, 2013, on 28^th August, 2024, upon expiry of 7 (Seven) years from the date of its declaration. The Company has sent reminders to all such Shareholders at their registered addresses for claiming the unpaid / unclaimed dividend, which will be transferred to IEPF in the due course.

The detailed dividend history, due dates for transfer to IEPF, and the details of unclaimed amounts lying with the Company in respect of dividends declared are available on website of the Company, www.godreiastec.com at the web link https://www.godreiastec.com/investors/ unclaimed-dividend. Also, pursuant to the provisions of Section 124(2) of the Companies Act, 2013, your Company has uploaded the details of unpaid and unclaimed amounts lying with the Company in respect of dividends declared for the Financial Year 2022-23, on the website of the Company.

42. explanation or comments by the board on every qualification, reservation or adverse remark or disclaimer made by the statutory auditors, secretarial auditors and cost auditors:

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

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

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report on the Cost Records for the Financial Year 2022-23 (noted during the Financial Year 2023-24). The Cost Audit Report for the Financial Year 2023-24 will be received in due course.

43. significant REGULATORY or court orders:

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

44. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2023-24 TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE DIRECTORS' REPORT (I.E., FROM 1^st APRIL, 2024 UPTO 2^nd MAY, 2024), IF ANY:

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2023-24 to which the Financial Statements relate and the date of the Directors' Report (i.e., from 1^st April, 2024 upto 2^nd May, 2024).

45. EMPLOYEES STOCK OPTION PLAN, 2012 AND EMPLOYEES STOCK OPTION SCHEME, 2015:

Your Company has introduced and implemented the following Employees Stock Option Plan and Scheme:

The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESOP 2012 and ESOS 2015.

Your Company has received a certificate from M/s. BNP & Associates, Company Secretaries, Mumbai and the Secretarial Auditors of the Company that ESOP 2012 and ESOS 2015 have 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 resolutions passed by the Shareholders. Any request for inspection of the said Certificate may please be sent to agm.astec@godreiastec.com. The disclosures as per Regulation 14 of

the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 have been put on the website of the Company, viz., www.aodreiastec.com at the web link https://www.aodreiastec.com/Investors/corporate-announcements.

46. FRAUD REPORTING:

There have been no instances of frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government, during the Financial Year 2023-24.

47. ADDITIONAL INFORMATION:

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

48. LISTING FEES:

Your Company has paid requisite annual listing fees to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), the Stock Exchanges where its securities are listed.

49. DEPOSITORY SYSTEM:

Your Company's Equity Shares are available for dematerialization through National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”). The ISIN Number of your Company for both NSDL and CDSL is INE563J01010.

50. research AND DEVELOPMENT:

Your Company continues to focus on Research and Development (“R&D”) and strongly believes that productive R&D is a key ingredient for success. In April 2023, your Company inaugurated a state-of-the-art Research & Development (R&D) Center, named “Adi Godrej Center for Chemical Research and Development” in Rabale, Maharashtra. The facility, equipped with synthesis lab, formulation lab as well as sophisticated safety infrastructure, will enable your Company to expand offerings in Contract Development & Manufacturing Organization (CDMO) space. The R&D Center will further aid your Company in improving product development, providing access to advanced equipment and facilities, fostering collaboration, and driving innovation. With improved capability to reduce the time-to-market for innovative solutions and provide end- to-end solutions supported by advanced labs and analytical instruments, the R&D Center will also make your Company a partner of choice for innovator companies across the globe. Your Company's substantial investment in a future-ready R&D Center reflects its unwavering commitment towards long-term value creation despite challenges in the short run.

51. conservation of energy, technology absorption and foreign exchange EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as ‘Annexure E'.

52. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report (“BRSR”) for the first time for the Financial Year 2023-24, in accordance with the provisions of Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Circular No. SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated 10^th May, 2021 issued by the Securities and Exchange Board of India (SEBI). The said Circular mandates BRSR for top 1000 listed companies (by market capitalization) in place of erstwhile Business Responsibility Report. The BRSR is prepared in accordance with the 9 (Nine) principles of the ‘National Guidelines on Responsible Business Conduct' (NGBRCs) and forms part of this Annual Report.

Further, SEBI vide its Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated 12^th July, 2023, has introduced BRSR Core for assurance by the listed entities and disclosures and assurance for the value chain of listed entities, as per the BRSR Core. The BRSR Core is a sub-set of the BRSR, consisting of a set of Key Performance Indicators (“KPIs”) / metrics under 9 (Nine) Environmental, Social & Governance (ESG) attributes. Keeping in view the relevance to the Indian / emerging market context, few new KPIs have been identified for assurance. The disclosure will be applicable in a phased manner and on the basis of market capitalization of the listed entity.

53. SCHEME OF AMALGAMATION / ARRANGEMENT:

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

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

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

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

55. details of difference between the amount of valuation at the time of one-time settlement and the valuation done at the time of taking a loan from the banks or financial institutions along with the reasons thereof:

During the Financial Year 2023-24, the Company has not made any settlement with any bank or financial institution for any loan / facility availed by it or/and still in existence.

56. INTERNAL FINANCIAL CONTROLS:

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of your Company commensurate with the size, scale and complexity of business operations of your Company. The Company has a proper system of internal controls to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. Your Company's Corporate Audit & Assurance team 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.

57. HUMAN RESOURCES:

Your Company continues to have 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 drives interventions to enhance the workforce productivity in the business and also makes concrete efforts to improve the employee engagement and connect. Your Company is committed to building and maintaining a safe and healthy workplace. There are several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. Your Company constantly makes concerted efforts towards creating learning and development opportunities on a non-discriminatory basis, that continually enhance the employee value in line with the organizational objectives. The total number of permanent employees on the rolls of your Company as on 31^st March, 2024 was 421.

58. APPRECIATION:

Your Board of Directors wishes to place on record its sincere appreciation and gratitude for the continued support and co-operation received from the various Central and State Government Departments, organizations and agencies. The Directors also gratefully acknowledge all stakeholders of the Company, viz., Shareholders, customers, dealers, vendors, banks, credit rating agencies and other business partners for the excellent support received from them during the Financial Year 2023-24. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution in the performance of the Company.

59. CAUTIONARY STATEMENT:

The statements in the Board's Report describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed herein. Important factors which could influence the Company's operations 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 developments within the country and other factors such as litigations and industrial relations.

For and on behalf of the Board of Directors of Astec LifeSciences Limited

Date: 2^nd May, 2024 Place: Mumbai