Godrej Consumer Products Ltd

Dear Members,

Your Directors, with great pleasure, present the Annual and Integrated Report for the year ended March 31, 2024.

1. Results of Our Operations

The financial performance of your Company for the fiscal year under review is given below.

An overview of the performance of the Company's subsidiaries in various geographies is given separately in the Board's Report.

The shareholders may also refer to the Management Discussion and Analysis section, which gives more details on the functioning of the company.

( Crore)

2. Dividend

During the fiscal year 2023-24, the following interim dividend was declared on shares of face value of 1/- each, the details of which are as follows:

After the close of the financial year, the board has declared an interim dividend, the details of which are as follows:

The Board of Directors adopted the Dividend Distribution Policy pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), which requires the top 1,000 listed companies (by market capitalisation) to formulate the same. The Company's Dividend Distribution Policy may also be accessed through the following link ^[1].

Seven Board meetings were held during the year. The details of the meetings and the attendance record of the directors are given in the Corporate Governance section of the Annual Report.

During the financial year,

Mr. Narendra Ambwani retired as an Independent Director with effect from November 14, 2023 after completing his second term. On the basis of recommendation of Nomination and Remuneration Committee, the Board had considered and approved the appointment of Ms. Shalini Puchalapalli as an Independent Director with effect from November 14, 2023 for a period of five years which was approved by the shareholders in the AGM held on August 07, 2023.

Mr. Jamshyd Godrej, Non-Executive Non-Independent Director of the Company resigned with effect from January 24, 2024, upon attaining the age of 75 years.

The term of office of Mr. Sumeet Narang as an Independent Director ended on March 31, 2024. On the basis of recommendation of Nomination and Remuneration Committee, the Board had considered and approved the reappointment of Mr. Sumeet Narang for a second term of five years, subject to approval of the shareholders. The approval of the shareholders was received by means of postal ballot on March 26, 2024.

After the commencement of the financial year, Ms. Ndidi Nwuneli resigned from the Board with effect from May 1, 2024.

The Board places on record its appreciation for the contribution of Mr. Narendra Ambwani, Mr. Jamshyd Godrej and Ms. Ndidi Nwuneli during their association with the Company.

On the basis of recommendation of Nomination and Remuneration Committee, the Board had considered and approved the appointment of Mr. Aditya Sehgal, as an Independent Director for a term of five years from July 15, 2024. The appointment is subject to the approval of the shareholders in the Annual General Meeting.

In the forthcoming AGM, Mr. Sudhir Sitapati and Ms. Tanya Dubash will retire by rotation, and being eligible, they will be considered for reappointment.

Your Company has an Audit Committee in compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations. The Committee consists of the following Directors, viz., Mr. Sumeet Narang, Chairman of the Committee, and Dr. Omkar Goswami, Ms. Ireena Vittal, Ms. Pippa Armerding, and Ms. Shalini Puchalapalli, all being members of the committee. Mr. Pirojsha Godrej resigned from the committee with effect from August 7, 2023. Mr. Narendra Ambwani' s second term as an Independent Director ended on November 14, 2023, so he also ceased to be the member of the committee w.e.f. November 14, 2023. Ms. Ndidi Nwuneli also ceased to be the member of the Committee upon her resignation from the Board with effect from May 1, 2024.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and the Listing Regulations, and the same has been noted by the Board of Directors. The Independent Directors also the compliance with the code of conduct for directors and senior management.

During the year, the Independent Directors were familiarised with the Manufacturing Footprint for GCPL India, Annual

Operating Plan for the fiscal year 2023-24. Additionally, at all the Board meetings, detailed presentations covering business performance and financial updates were made. The programmes were conducted by the members of the Company management. The details of the same are available on the website of the Company and can be accessed through the following link ^[2].

The Company has in place a Board Diversity Policy, which is attached as Annexure ‘A'. The criteria for determining qualification, positive attributes, and independence of Directors are as per the Board Diversity Policy, Listing Regulations, and the Companies Act, 2013.

The Board Independence Statement is available on the Company website and can be accessed through the following link^[3].

The Company's Remuneration Policy for Directors, Key Managerial Personnel (KMP), and other employees is attached as Annexure ‘B'. The Company's total rewards framework aims at holistically using elements such as fixed and variable compensation, long-term incentives, benefits and perquisites, and non-compensation elements (career development, work–life balance, and recognition).

The Non-executive Directors receive sitting fees and commission in accordance with the provisions of the Companies Act, 2013.

The remuneration of Directors is in accordance with the Remuneration Policy formulated in accordance with various rules and regulations for the time being in force. The disclosure on the details of remuneration to Directors and other employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given under Annexure ‘C'. With respect to the information under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, members may request the same by sending an email to the Company at investor. relations@godrejcp.com from their registered email address, quoting their name and folio number.

I. Performance Evaluation of the Board of Directors, its Individual Members, and its Committees

W e conducted a formal effectiveness review, as part of our efforts to evaluate the performance of our Board and identify areas that need improvement to enhance the effectiveness of the Board, its Committees, and Individual Directors. This is in line with the requirements of the Companies Act, 2013 and the Listing Regulations. The Corporate Human Resources team of Godrej Industries Limited and Associate Companies worked directly with the Chairperson and the Nomination and Remuneration Committee of the Board to design and execute this process. It was later adopted by the Board.

Each board member confidential completed online questionnaire, sharing vital feedback on how the Board currently operates and how its effectiveness could be improved. This survey included four sections on the basis of which feedback and suggestions were compiled:

Board Processes

Individual Committees

Individual Board

Members

Chairperson

The criteria for Board processes included Board structure, strategic orientation as well as Board functioning, and team dynamics. Evaluation of each of the Board Committees covered whether they have well-defined objectives and the correct composition and whether they achieved their objectives. The criteria for Individual Board Members included skills, experience, level of preparedness, attendance, extent of contribution to Board debates and discussions, and how each Director leveraged their expertise and networks to meaningfully contribute to the Company. The criteria for the Chairperson's evaluation included leadership style and conduct of Board meetings. The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

Board Feedback Report

Individual Board Member

Feedback Report

Chairperson's Feedback Report

The overall Board feedback was facilitated by Ms. Ireena Vittal with the Independent Directors. The Directors put forth their views regarding the Board functioning effectively and identified areas that showed scope for improvement. Feedback from the Committees and Individual Board Members was shared with the Chairperson. Following her evaluation, a Chairperson's Feedback Report was compiled.

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, your Directors, based on the representation received from the Operating Management confirm and after due inquiry, the following points:

a) In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the fiscal year and of the profit of the company for that period.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operating effectively.

f) They have devised a proper system to ensure compliance with the provisions of all applicable laws, and this system is adequate and operating effectively.

4. T ransfer to Education and Protection Fund

In accordance with the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer, and Refund) Rules, 2016 (IEPF Rules), all unclaimed dividends are required to be transferred by the Company to the IEPF after completion of 7 years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for 7 consecutive years or more shall be transferred to the demat account of the IEPF authority. Accordingly, 1,36,56,128 unpaid/unclaimed dividends were transferred during the financial year 2023-24 to IEPF.

No shares were required to be transferred during the current year.

The Company has appointed a Nodal Officer and a Deputy Nodal Officer under the provisions of IEPF Regulations, the details of which are available on the Company website and can be accessed through the following link ^[4].

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2023, on the Company website, which can be accessed through the following link ^[5]. The details of unpaid and unclaimed amounts lying with the Company as on March 31, 2024, will be available on the same link within 60 days of the AGM.

5. Finance

The details of loans, guarantees, and investments as required by the provisions of

Section 186 of the Companies Act, 2013 and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company.

In compliance with the Listing Regulations, the Company has a Policy for Transactions with Related Parties (RPT Policy). The RPT Policy is available on the Company website and can be accessed through the following link ^[6].

Apart from the Related Party Transactions in the ordinary course of business and on arm's length basis, the details of which are given in the Notes to Financial Statements, no other Related Party Transactions require disclosure in the Board's Report for complying with Section 134(3)(h) of the Companies Act, 2013. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

6. Acquisition

During the year 2023-24, the Company entered into an agreement on April 27, 2023 for the acquisition of business of Raymonds Consumer Care Limited (RCCL) through slump sale basis. RCCL is a leading player in the deodorants and sexual wellness categories in India. RCCL is an Indian FMCG player operating primarily in deodorants and sexual wellness categories with two key brands

- Park Avenue and Kamasutra.

This acquisition allows the Company to complement its business portfolio and growth strategy with under-penetrated categories that offer a long runway of growth. The said acquisition was completed on May 08, 2023.

7. Subsidiaries,

Associates, and Joint Venture

During the year, Godrej East Africa Holdings Limited alongwith its step down subsidiaries viz. DGH Tanzania Ltd, Mauritius, Charm Industries Ltd, Kenya and Sigma Hair Industries Ltd, Tanzania ceased to be subsidiaries of the Company w.e.f. March 26, 2024.

Darling Trading Co. Mauritius Ltd and DGH Phase Two Mauritius Ltd merged with Godrej Africa Holdings Limited on May 25, 2023 and September 12, 2023 respectively and accordingly both these companies ceased to be subsidiaries.

W eave Senegal ceased to be the subsidiary on March 31, 2024, and Indovest Capital ceased to be the subsidiary of the Company w.e.f. February 8, 2024.

As a part of restructuring of subsidiaries holding structure, Godrej UK Limited was acquired by your Company (Godrej Consumer Products Limited) from Godrej Netherlands BV on June 27, 2023, and accordingly it became our direct subsidiary.

Also, Godrej South Africa Pty Ltd was acquired by Godrej Africa Holdings Limited from your Company on September 14, 2023, and accordingly it became our indirect subsidiary.

However, it may be noted that these Companies continue to remain the Wholly Owned Subsidiaries of Godrej Consumer Products Limited. The Company has incorporated Godrej Consumer Supplies Limited as a wholly owned subsidiary in India on December 15, 2023.

The details of the cluster-wise performance are given below:

In the fiscal year 2023-24, our Indonesia business demonstrated robust performance, achieving a 14% growth in topline. HIT delivered remarkable growth, particularly in the Aerosol and Electrics segment, as we continue to upgrade consumers from burning formats. Air fresheners had a muted performance driven by the category slowdown. Our hair colour segment delivered strong growth with localization of hair colour factory to enhance supply chain efficiencies, reflecting our strategic bet in this category. We continued to strengthen the fundamentals for the future, by doubling down on growth through strong distribution expansion in our General Trade business. Furthermore, we enhanced our in-store execution in modern trade by leveraging our data and analytics capabilities. Controllable Cost savings remained a key focus to support our growth initiatives and bolster profitability.

Looking ahead, we remain committed to driving category development through breakthrough innovation, robust brand building, and strengthening our go-to-market strategy.

Our business clusters in Africa, the Middle East, and the US experienced a varied year amidst a challenging macroeconomic landscape. While the EBITDA of the business improved by 330 bps, the net sales declined by 7% in terms over last year. This was primarily driven by steep currency devaluation in Nigeria and our divestment in the East Africa business. In local currency, the net sales have grown by 16% over the last year. Despite facing significant challenges, our rigorous cost optimization initiatives and timely price adjustments contributed to a notable improvement in EBITDA. We focused on strengthening the fundamentals for the future. We have significantly accelerated our GTM expansion and have implemented outsourced distribution in West Africa. We witnessed continued momentum on braid premiumisation in South Africa. Going forward, our focus would be to continue improving margins while delivering sales growth by driving operational excellence, strengthening our portfolio, investing in the consumer, and accelerating Wet Hair/ FMCG growth.

Latin America

In the face of currency devaluation and heightened inflation following governmental changes, our Latin America division stayed the course. Our net sales saw a modest 3% growth in Indian Rupees (INR), while EBITDA saw an 80% decline due to forex impacts in Argentina. Meanwhile, our Chilean operations experienced a notable rebound, with net sales growing by 20% in local currency (24% in INR). This recovery was complemented with a positive EBITDA, driven by cost-saving measures.

Looking ahead, our strategic vision involves restoring growth momentum in both Argentina and Chile by emphasizing profitable expansion strategies and optimizing working capital management.

In compliance with the Listing Regulations, the Board has adopted a policy for determining material subsidiaries. This policy is available on the company website and can be accessed through the following link ^[7].

A statement containing the salient features of the financial statements of subsidiary/ies of the Company in the prescribed

Form AOC-1, is a part of consolidated financial statements (CFSs) in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. Your Company does not have any joint venture/ associate Company requiring disclosure in Form AOC-1.

The said form also highlights the financial performance of each of the subsidiaries included in the CFS of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

8. Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

Your Company has complied with the provisions relating to the constitution of the Internal Committee in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, to consider and resolve all sexual harassment complaints reported by women. During the year, awareness regarding sexual harassment among employees was created through emails, e-learning modules and in-person workshops for all categories of workforce. There were zero complaints reported during the calendar year 2023, while 2 investigations were carried forward from 2022 into 2023 and accordingly, the committee has filed the complaint report with the concerned authorities in accordance with Section 22 of the aforementioned Act.

9. Talent Management and Succession Planning

Your Company has the talent management process in place with the objective of developing a robust talent pipeline for the organisation, which includes the senior leadership team. We have a comprehensive talent management process, where we identify critical positions and assess the succession coverage for them annually. During this process, we also review the supply of talent, identify high potential employees, and plan talent actions to meet the organisation's talent objectives We continue to deploy leadership development initiatives to build succession for key roles.

10. Annual Return

In compliance with the provisions Section 134(3)(a) of the Companies Act, 2013, the Annual Return as per Section 92(3) of the Companies Act, 2013, is available on the Company website, which can be accessed through the following link ^[8].

11. Risk Management

Your Company has a well-defined process in place to ensure appropriate identification and mitigation of risks. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of identification and mitigation plans for the ‘Risks that Matter'.

Elements of risks to the Company are listed in the Management Discussion and Analysis section of the Annual and Integrated Report.

12 V igil Mechanism

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism.

The purpose of the policy is to enable any person (employees, customers, or vendors) to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organisation without the knowledge of the management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This policy is also applicable to the directors of the Company.

Mr . V Swaminathan, Head Corporate Audit and Assurance, has been appointed as the

Whistle Blowing Officer, and his contact details have been mentioned in the policy. Furthermore, employees are free to communicate their complaints directly to the Chairman/Member of the Audit Committee, or through other reporting channels as stated in the policy. The policy is available on the internal employee portal, and the Company website and can be accessed through the following link ^[9] . The Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary.

13. Family Settlement Agreement between the Promoters

The Company has been informed by way of a family letter dated April 30, 2024 issued jointly by Mr. Adi Godrej (ABG), Mr. Nadir Godrej (NBG), Mrs. Smita Godrej Crishna (SGC) and Mr. Jamshyd Godrej (JNG) that the Godrej family members have entered into a family settlement agreement and a brand & non compete agreement on April 30, 2024.

The Company is not a party to these agreements.

The settlement contemplates a realignment of inter alia the shareholding of Godrej Industries Limited and Godrej Seeds & Genetics Limited, which are shareholders of the 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 / SGC family will not be involved in the management and operations of the Company.

Curr ently, there are no members of the JNG / SGC Family who are directors on the board of directors of the Company.

14. Annexures

Annexure ‘D' of this report provides information on the conservation of energy, technology absorption, foreign exchange earnings, and outgo required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, which forms a part of the Board's Report.

The corporate social responsibility (CSR) Policy is available on the Company website under the following link ^[10]. The CSR Report, along with details of CSR projects, are provided in Annexure ‘E' of this report.

The Company has a stock option scheme named as ‘Employee Stock Grant Scheme, 2011'. The number and the resulting value of stock grants to be given to eligible employees are decided by the Nomination and Remuneration Committee, which are based on the closing market price on the date of the grants.

The vesting period, exercise period and the other terms of vesting, if any, are also decided by the Nomination and Remuneration Committee. Upon vesting, the eligible employee can exercise the grants and acquire equivalent shares of the face value of 1 per share.

The difference between the market price at the time of grants and that on the date of exercise is the gross gain/loss to the employee. The details of the grants allotted under the Godrej Consumer Products Limited Employee Stock Grant Scheme, 2011 and the disclosures in compliance with Share Based Employee Benefits (SEBI) Regulations, 2014 and Section 62 1 (b) read with Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in

Annexure ‘F'.

Y our Company has not loan to any person under any scheme for or in connection with the subscription or purchase of shares in the Company or the holding company. Hence, there are no disclosures on voting rights not directly exercised by the employees.

15. Listing

The shares of your Company are listed on the BSE Limited and National Stock Exchange of India Limited. The applicable annual listing fees have been paid to the stock exchanges before the due dates. Your Company is also listed on the Futures and Options Segment of the National Stock Exchange of India.

16.^Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report highlighting the initiatives taken by the Company in the areas of environment, social, economics, and governance is included in the Annual and Integrated Report. The same is also available on the website of the Company and can be accessed through the following link ^[11].

17. Auditor's and a Auditors' Report

In accordance with Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. B S R & Co., LLP, Chartered Accountants (Firm Regn. No. 101248W/W-100022) have been appointed as the statutory auditor for a second term of five years to hold the office from the conclusion of the 22^nd AGM held on August 03, 2022, until the conclusion of the 27^th AGM in the year 2027 at a remuneration as may be approved by the Board.

The Company is maintaining requisite cost records for its applicable products. Pursuant to directions from the Department of Company Affairs, M/s. P. M. Nanabhoy and Co., Cost Accountants, were appointed as cost auditors for the applicable products of the Company for the fiscal year 2023-24.

They are required to submit the report to the Central Government within 180 days of the end of the accounting year.

The Board had appointed M/s. A. N. Ramani & Co. LLP, Company Secretaries, Practising Company Secretary, to conduct a secretarial audit for the fiscal year 2023-24. The Secretarial Audit Report for the fiscal year that ended on March 31, 2024, is attached herewith as Annexure ‘G'. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

18.^Corporate Governance

Pursuant to the Listing Regulations, the Report on Corporate Governance is included in the Annual and Integrated Report. The Practising Company Secretary's

Certificate certifying the company's compliance with the requirements of corporate governance, in terms of the Listing Regulations, is attached as Annexure ‘H'.

19.^Management Discussion and Analysis

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming a part of this Annual and Integrated Report.

The details pertaining to the internal financial control and its adequacy are also a part of the Annual and Integrated Report.

20. Confirmations

a. Y our Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

b. Ther e have been no changes and commitments affecting the financial position of the Company that have occurred between March 31, 2024, and the date of this Board's Report.

c. Ther e have been no of fraud reported by the auditors under Section 143 (12) of the Companies Act, 2013, and the rules framed thereunder, either to the Company or to the Central Government.

d. The Company has not accepted any deposits from the public, and as such, no amount on the account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

e. During the financial year 2023-24, there were no significant and material orders passed by the regulators or courts or tribunals that can adversely impact the going concern status of the Company and its operations in the future.

f. During the year under review, no amount was transferred to any of the reserves by the Company.

21. Appr eciation

Your Directors wish to extend their sincere thanks to the employees of the Company, central and state governments, as well as government agencies, banks, customers, shareholders, vendors, and other related organisations that have helped in your Company's progress, as partners, through their continued support and co-operation.

For and on behalf of the Board of Directors

Mumbai, May 6, 2024