Godavari Biorefineries Ltd

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 68th Annual General Meeting (AGM) held on 18th September, 2023, the shareholders of the Company approved the following:

1. Re-appointment of Dr. Sangeeta Srivastava, as a Whole Time Director designated as Executive Director of the Company w.e.f. 1st August, 2023 till 31st July, 2026

2. Re-appointment of Prof. Lakshmi Kantam as an Independent Director, w.e.f. 26th September, 2023 to 25th August, 2028.

3. Continuation of Mr. Hemant Luthra as an Independent Director Beyond the Age of 75 Years

4. Re-appointed Mr. Bhalachandra Bakshi and Mr. Suhas Godage who retires by rotation and being eligible, offered themselves for re- appointment.

Pursuant to the provisions of Section 152(6) (e) of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Sangeeta Srivastava (DIN 00480462) and Dr. Raman Ramachandran (DIN:00200297 ) shall retire by rotation at the ensuing 69th Annual General Meeting of the Company. Dr. Sangeeta Srivastava and Dr. Raman Ramachandran have offered themselves for re-appointment.

Further, The members of the company at the Extra Ordinary General Meeting held on 21st March 2024 have re-appointment of Mr. Samir Shantilal Somaiya as Managing Director, Mr. Bhalchandra Bakshi, Designated as Executive Director and Mr. Suhas Godage, Designated as Director-Works (Sakarwadi) with effect from 1st April 2024 for the period of three years, and the appointment of Dr. Raman Ramachandran as Director- Non- Executive with effect from 30th November,2023. Their appointment has been approved by the Board of Directors at their meeting held on 8th February, 2024 on the basis of the recommendation made by the NRC.

As on the date of this report the Board of Directors comprises Ten (10) Directors including five (5) Independent Non-Executive Directors, Four (4) Executive Directors and one (1) Non-Executive Director. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013. The Company's policy on appointment and remuneration of directors is available under Polices Tab on https://godavaribiorefineries.com/ our-company- investors

In compliance with the section 203 of the Companies Act, 2013, Mr. Samir S. Somaiya, Chairman & Managing Director, Dr. Sangeeta Srivastava, Executive Director, Mr. Bhalachandra Bakshi, Executive Director, Mr. Suhas Godage, Director (Work-Sakarwadi), Mr. Naresh S. Khetan, Chief Financial Officer, Mr. Manoj Jain, Company Secretary and Compliance Officer and Ms. Swarna S. Gunware, Jt. Company Secretary of the Company are Key Managerial Personnel of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted a declaration that each of them meet the criteria of independence as provided in sub section (6) of Section 149 of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and sugar industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 all the independent directors have registered themselves with the Indian Institute of Corporate Affairs. Since majority of the independent directors of the Company have served as directors or key managerial personnel in listed companies or in an unlisted public company having a paid-up share capital of ' 10 crore or more for a period not less than 10 years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, rest of Independent Directors have passed their proficiency test successfully.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The Company has also constituted an IPO Committee to oversee the IPO process of the Company.

Audit Committee:

Currently the Audit Committee of the Board comprises of Five (5) Members including Mr. Hemant Luthra, as Chairman, Mr. Kailash Pershad, Mr. Sanjay Puri, Prof. Lakshmi Kantam Mannepalli and Mr. Samir S. Somaiya as its Members.

During the financial year under review, four meetings of the members of the Committee were held on 29th June, 2023, 27th September, 2023, 30th November, 2023 and 21st March, 2024

Nomination & Remuneration Committee:

The Nomination and Remuneration Committee comprises Mr. Kailash Pershad as Chairman, Mr. Hemant Luthra, Prof. Lakshmi Kantam Mannepalli and Mr. Sanjay Puri as its Members.

During the financial year under review, three meetings of the members of the committee were held on 29th June, 2023, 30th November, 2023, 8th February, 2024.

Stakeholders Relationship Committee:

During the year, the Stakeholders Relationship Committee comprises of Mr. Hemant Luthra, Chairman, Mr. Kailash Pershad, Dr. Raman Ramachandran, Prof. Lakshmi Kantam Mannepalli, and Mr. Bhalachandra Bakshi, as its Members.

During the financial year under review, one meeting of the members of the committee was held on 21st March, 2024.

Risk Management Committee

The Risk Management Committee comprises of Mr. Sanjay Puri, Independent Director as Chairman, Prof. Lakshmi Kantam Mannepalli, Mr. Hemant Luthra, Mr. Samir Somaiya, Mr. Bhalachandra Bakshi, Dr. Sangeeta Srivastava, Mr. Suhas Uttam Godage, Dr. Raman Ramachandran and Mr. Nitin Mehta as its Members.

During the financial year under review, two meetings of the members of the Committee were held on 27th September, 2023 and 21st March, 2024.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises Prof. Lakshmi Kantam Mannepalli, Independent Director as Chairperson, Mr. Hemant Luthra, Mr. Bhalachandra Bakshi and Mr. Suhas Uttam Godage as its Members.

During the financial year under review, one meeting of the members of the committee was held on 29th June, 2023.

IPO Committee

The IPO Committee comprises Mr. Hemant Luthra, Mr. Samir Somaiya and Dr. Sangeeta Srivastava as its Members.

During the financial year under review, one meeting of the members of the Committee was held on 23rd November, 2023 COMPLIANCE WITH SECRETARIAL STANDARD

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

NOMINATION AND REMUNERATION POLICY

The Nomination and remuneration policy of the Company as formulated under section 178(3) of the Companies Act, 2013 containing criteria for determining qualifications, positive attributes, independence of a director and remuneration of directors and Key Managerial Personnel of the Company is uploaded on the website of the Company under Policies Tab, https://godavaribiorefineries.com/ ourcompany-investors

VIGIL MECHANISM

As per section 177, Rule 7 of the Companies Act, 2013 a comprehensive Vigil Mechanism Policy has been approved and implemented within the organization. The policy enables the employees and directors to report instances of any unethical act or suspected incidents of fraud or violation of Companies Code of Conduct or ethics policy. This Policy safeguards whistleblowers from reprisals or victimization, (copy of which is uploaded on the website of the Company under Policies Tab, https://godavaribiorefineries.com/ourcompany-investors

SHARE CAPITAL

As on 31st March, 2024, The Authorized Capital of the Company is ? 100 Crores divided into 8,20,00,000 (Eight Crores Twenty Lakhs) Equity Shares of ' 10 each and 18,00,000 (Eighteen Lakh) Preference Shares of ? 100 each.

As on March 31, 2024, the issued, subscribed and paid up share capital of your Company stood at ? 41,94,30,230 (Rupees Forty One Crores Ninety Four Lakhs Thirty Thousand Two Hundred Thirty Only) comprising 4,19,43,023 (Four Crores Nineteen Lakhs Forty Three Thousand and Twenty Three only) Equity shares of ? 10 each.

DEPOSITS

Pursuant to section 73 of the Companies Act, 2013 read with Rule 2 (e) of Companies (Acceptance of Deposits) Rules, 2014 your Company has obtained consent of the members to accept Public Deposits at its Annual General Meeting held on 30th September, 2016 and started accepting the deposits after due compliance of the provisions laid down in the Act.

Your company continues to receive/renew the fixed deposits in accordance with Section 73 of the Companies Act, 2013 read with Rule 2 (e) of Companies (Acceptance of Deposits) Rules, 2014 mainly from the Cultivators who supply cane to the company, re-imposing the faith they have in the company, a relationship built over more than three decades of sustained business and the mutual trust between the cultivators and the management of the company.

The details of deposits covered under Chapter V of the Act are as under:

(amount in ')

There has been no default in repayment of deposits or payments of interest thereon during the year. There is no unpaid amount of deposit due to be transferred into IEPF during the year.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to conduct its business in a socially responsible, ethical and environmentally friendly manner and to continuously work towards improving the quality of life of the communities in its operational areas.

In compliance with the requirements of section 135 read with Schedule VII of the Companies Act 2013, the Board had constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company comprising of Prof. M. Lakshmi Kantam, Independent Director as Chairperson, Mr. Hemant Luthra, Mr. Bhalachandra Bakshi and Mr. Suhas Uttam Godage as its Members.

The Annual Report on the CSR activities carried out by Company is included in this Director Report as Annexure - I.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. Details of contract/arrangement/transaction with related parties which are specified under the provisions of the Section 188(1) of the Companies Act, 2013 in form AOC-2 is annexed herewith as Annexure - II.

For the details of all contracts/arrangements/transactions entered by the Company with related parties during the financial year, your Directors draw attention of the members to the notes to account which set out related party disclosures.

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

Information in accordance with the provisions of section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as Annexure - III to this report.

RESEARCH AND DEVELOPMENT

Research & Development continues to be a strong backbone for the continuous innovation and business plans of your Company. It focuses on the key areas of:

i) new process development, exploring new value added products out of sugarcane biomass

ii) continuous improvement in the existing processes for value creation and to achieve sustainable growth and

iii) continuous improvement in the products quality as perceived by the customer

The detailed disclosure is annexed to this report as Annexure - III.

AUDITORS

Statutory Auditor: Pursuant to Section 139 of the Companies Act, 2013 and the rules made thereunder, the Company, at the 68th Annual General Meeting of the Company held on 18th September, 2023, M/s Verma Mehta & Associates, Chartered Accountants, (Firm Registration No. 112118W) has re-appointed as Statutory Auditors of the Company for a second tenure of five years, commencing from the conclusion of the 68th AGM till the conclusion of 73rd AGM.

The audit report given by the auditors on the Financial Statement (Standalone and Consolidated) of the Company for the financial year ended 31st March, 2024 is part of this board report. The reports of the Statutory Auditors, read together with notes to accounts, are self explanatory and do not call for any further information or explanation under Section 134 of the Companies Act, 2013. There are no qualifications, reservations, adverse remarks, or disclaimers made by the Statutory Auditors, in their report.

Secretarial Auditor: During the year, the secretarial audit was carried out by Mr. Tushar Shridharani, Practicing Company Secretary having Membership No. FCS 2690 and COP No. 2190, in compliance with Section 204 of the Companies Act, 2013. The report of the Secretarial Audit for the financial year 2023-2024 is annexed to this report as Annexure IV. There are no qualifications, reservations, or adverse remarks made by the secretarial auditor in his report.

Cost Auditors: As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has maintained required cost accounts and records and has been carrying out audit of cost records of the Company. In terms of section 148 of the Companies Act, 2013 r/w Companies (Cost Records and Audit) Rules, 2014, the Company has appointed M/s. B.J.D Nanabhoy & Co., Cost Accountants, as the Cost Auditors of the company, having Firm Registration No. 000011 to conduct the Cost Audit for the financial year 2024-25. The Cost Auditor has given a Certificate to the effect that the appointment, if made, will be within the prescribed limits specified under Section 141 of the Companies Act, 2013. Further the remuneration payable to the cost auditor is placed before the Members for their ratification.

The Cost Audit Report for the financial year March, 2023 did not contain any qualification, reservation, adverse remark, or disclaimer, and the same has been filed with the Ministry of Corporate Affairs. The cost audit report for the year ending March, 2024 shall be filed in due course.

There has been no instance of fraud reported to the Audit Committee or Board of Directors by statutory auditor or secretarial auditor, or cost auditor under section 143(12) during the financial year 2023-24.

RISK MANAGEMENT

The Board of Directors is overall responsible for identifying, evaluating, and managing all significant risks faced by your company.

The Board has approved a Risk Management Policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation. The Board monitors and reviews the implementation of various aspects of the Risk Management Policy through a duly constituted Risk Management Committee (RMC).

Your Company's risk management policies are based on the philosophy of achieving substantial growth while mitigating and managing risks involved.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder including constitution of the Internal Committee. During the year under review no complaint on sexual harassment was received.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments by your Company to other bodies corporate or persons are given in notes to the financial statements.

PARTICULARS OF EMPLOYEES

The disclosures in terms of the provisions of section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report as Annexure V.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the Annual Return as on 31st March, 2024 is available on the website of the Company at https:// godavaribiorefineries.com/our-company-investors

INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. Your Company has put in place an adequate system of internal financial control commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies. As a means to further strengthen the control environment, during the year, the processes were benchmarked with industry practices to identify the gaps, if any, and remedial measures were taken. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

The Audit Committee reviews adherence to internal control systems and internal audit reports.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and cooperation by the Government Authorities, Banks, Financial Institutions, Ministry of Corporate Affairs, Reserve Bank of India and Depositories, Sugarcane Growers, Suppliers, Customers, Investors and finally to all its members for the trust and confidence reposed on the Company.

The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards to the operations of the Company.