Your Directors are pleased to present the 77^th Annual Report in the form of Fifth Integrated Report of our Company along with the Audited Financial Statements for the year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS

The financial performance of our Company for the year ended 31^st March 2024 is summarised below:

(H in crore)

DIVIDEND

Based on our Company’s performance, your Directors have recommended dividend of H 10 per equity share of face value of H 2 each (on fully paid-up shares and partly paid-up shares in proportion to their share in the paid-up share capital) for the year ended 31^st March 2024.

The dividend, if approved by the Members, would involve a cash outflow of ~ H 664.03 crore.

In terms of the provisions of the Income Tax Act, 1961, dividend shall be taxed in the hands of shareholders at applicable rate of taxes. Our Company shall withhold tax at source appropriately.

The recommended dividend is in line with our Company’s Dividend Distribution Policy which is available on the Company’s website at https://www.grasim.com/upload/pdf/ Grasim Dividend Policy 16.pdf

TRANSFER TO RESERVES

The Board of Directors (‘Board’) of the Company has decided not to transfer any amount to the General Reserves, for the year ended 31^st March 2024.

PERFORMANCE REVIEW

On a consolidated basis, the revenue from operations for FY 2023-24, stood at H 1,30,978.48 crore registering a growth of ~11.35% as compared to the previous year of H 1,17,627.08 crore. The Consolidated EBITDA increased to H 20,836.53 crore for FY 2023-24, which was 1.75% higher than that of previous year of H 20,477.64 crore.

On a standalone basis, revenue from operations for FY 2023-24 stood at H 25,847.33 crore, as compared to H 26,839.71 crore in the previous year. The standalone EBITDA is H 3,572.64 crore for FY 2023-24 which was H 4,198.23 crore in the previous year. The standalone PAT is H 945.39 crore for FY 2023-24 which was H 2,123.73 crore in the previous year.

STRATEGIC INITIATIVES AND SIGNIFICANT DEVELOPMENTS

Sustainability Linked Non-Convertible Debentures (NCD’s)

During the year, our Company has received an investment from the International Finance Corporation (IFC), the private sector arm of the World Bank Group, for H 1,250 crore (equivalent to approximately $150 million) by way of subscription to Non-Convertible Debentures (NCD’s) issued by the Company.

The Sustainability Linked NCDs will support the Company’s investment in paints manufacturing. IFC’s investment will accelerate Grasim’s decarbonisation drive through the increased adoption of renewable energy and water recycling in the paints manufacturing process.

Paints Business

On 22^nd February 2024, our Company announced the launch of its paints brand, ‘Birla Opus’, aiming for H 10,000 crore gross revenue within 3 years of full-scale operations, thereby entering decorative paints industry of ~ H 74,000 crore (~75% is organised sector).

Birla Opus has six strategically located, integrated, and global scale manufacturing plants with high level of automation with a total commercial capacity of 1,332 MLPA (million litres per annum) - a 40% addition to the current industry capacity. The commercial production has commenced at 3 sites namely Ludhiana (Punjab), Panipat (Haryana) and Cheyyar (Tamil Nadu) on 30^th April 2024 with total installed capacity of 636 MLPA. The project work at Chamarajanagar (Karnataka), Mahad (Maharashtra) and Kharagpur (West Bengal) is progressing well. The Company has spent capex of H 4,471 crore during FY 2023-24 and ~H 7,000 crore cumulatively up to FY 2023-24.

Birla Opus will offer the widest range of decorative paints in the industry, with 145 products and 1,200 SKUs across water-based paints, enamel paints, wood finishes, waterproofing and wallpapers. The products offered will be across consumer segments - economy, premium, luxury, designer finishes and institutional clients. The Company’s products are being sold under the main brand name of Birla Opus and sub-brands of ‘One’ for luxury products, ‘Calista’ for premium products, ‘Style’ for economy products and ‘Prime’ for institutional range products.

The Company aims to expeditiously expand its distribution to over 6,000 towns through a network of 150 depots integrated with the warehousing systems by the FY 2024-25 end. This will be industry-first distribution expansion for any consumerfacing products to such a large extent within such a short period of time. Birla Opus products will be available across all 1 lakh population towns in India by July 2024.

Birla Opus is also offering higher product warranty than leading players in most water-based products and first-time warranty on enamels and wood finish products. As part of the inaugural offer, consumers will get an additional 10% volume on water-based products and contractors will get loyalty benefits across most of the products.

Birla Opus is installing at dealers’ premises, new-age compact tinting machines with 40% reduced footprint enabling easier colour adoption.

Birla Pivot, the B2B E-commerce business unit of our Company surpasses K 1,000 crore revenue in its first year of operations

Birla Pivot (B2B E-commerce) platform for building materials, has hit a remarkable milestone of achieving H 1,000 crore revenue in its first full year of operations FY 2023-24.

Birla Pivot has created a new-age, high-growth digital platform that catalyses the growth of small businesses in India and provides an impetus to the government’s vision of ‘Digital India’.

Birla Pivot has grown rapidly since its inception in Feb ‘23 and accomplished some key milestones across every area:

• Launched Birla Pivot platform as a cloud native, microservices based modular platform within 5 months. This foundation will support increasing complexity and scale of business in the future.

• The platform offers a wide range of products, now encompassing more than 35 product categories and over 18,000 SKUs sourced from 150 Indian and international brands. These categories include essential construction materials like cement, steel, plywood, sanitaryware, tiles, among others. Additionally, in response to the increasing demand for superior yet cost-effective products, the unit has introduced its private label for Plywood and Tiles.

• Birla Pivot’s customer base spans top-tier EPC companies, civil contractors, real estate developers, OEMs, fabricators, dealers, and retailers. With successful deliveries to over 200 cities across 25 states, the unit has established a robust network of suppliers and logistics providers, facilitating seamless operations, and ensuring a Pan-India reach. The Company’s intelligent tech platform provides real-time updates on orders and enhances operational efficiency across the supply chain.

Industry Context

India’s construction materials industry is undergoing exponential growth and is projected to double to $ 200 billion in next five years. With less than 2% digital penetration, the construction industry faces many challenges - from fragmented supplier networks, and logistical bottlenecks to access to credit.

However, this remains one of the sectors that is yet to see meaningful disruption or adoption of technology. Indian B2B supply chain continues to operate in an inefficient, fragmented, and localised manner with a lot of involvement from intermediaries. There is limited presence of large-scale distributors or digital channels, and sourcing happens largely offline. There is a huge opportunity to create a platform that can manage end to end requirements for the customers -right from demand prediction / sourcing to post delivery.

The aspiration for Birla Pivot is to reach a $1 billion revenue in the next three to four years, leveraging technology to create smarter and more efficient solutions across the value chain. This would be the first big milestone in our journey of building the largest and the most trusted B2B E-commerce platform in India.

Amalgamation of Aditya Birla Solar Limited with Aditya Birla Renewables Limited

During the year, the Hon’ble National Company Law Tribunal (‘NCLT’) Mumbai Bench vide its order dated 23^rd June 2023, approved the Scheme of Amalgamation of Aditya Birla Solar Limited with and into Aditya Birla Renewables Limited (wholly-owned Subsidiary of the Company) and their respective shareholders under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘the Act’). The certified copy of NCLT order dated 28^th June 2023, was filed with the Registrar of Companies on 24^th July 2023 and accordingly, the scheme was made effective on the said date.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, read with the Companies (Accounts) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’ / ‘SEBI Listing Regulations’) and Ind AS 110 - Consolidated Financial Statements and Ind AS 28 - Investments in Associates and Joint Ventures, the Audited Consolidated Financial Statements forms integral part of this Integrated Annual Report. Consolidated Financial Statements include financial performance of the Company’s subsidiaries, Associates and Joint Ventures, which inter-alia includes UltraTech Cement Limited, Aditya Birla Capital Limited, Aditya Birla Renewables Limited and other entities as mentioned in notes to Consolidated Financial Statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year, there is no change in the direct Subsidiaries, Associates and Joint Venture Companies of the Company.

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries, associates and joint venture Companies is provided, in the prescribed Form AOC-1, in Annexure ‘A’ to this Report.

In accordance with the provisions of Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website of the Company at https://www.grasim.com/ investors/results-reports-and-presentations

UltraTech Cement Limited and Aditya Birla Capital Limited are the material listed Subsidiary Companies of the Company. Our Company does not have any material unlisted Subsidiary. The Audit Committee and the Board reviews the financial statements, significant transactions and working of all Subsidiary Companies, and the minutes of unlisted subsidiary Companies/Joint Venture are placed before the Board.

Our Company has in accordance with the Listing Regulations adopted the Policy for determining material subsidiaries. The said Policy is available on the Company’s website at https:// www.grasim.com/upload/pdf/Grasim Policy Material Subsidiary Cos.pdf

UltraTech Cement Limited (‘UltraTech’)

UltraTech is the top-tier manufacturer of grey cement and ready-mix concrete (RMC), and one of the largest manufacturers of white cement in India. UltraTech operates 24 integrated manufacturing units, 31 grinding units, 1 clinkerisation unit and 8 bulk packaging terminals. It also has 307 RMC plants across 134 cities. UltraTech has one white cement unit and three wall care putty units. As on 31^st March 2024, UltraTech’s grey cement capacity in India stood at 140.8 MTPA, reflecting an addition of 13.8 MTPA capacity in a year alone. Its robust logistics network includes daily dispatch of 50 rakes, 12,000 trucks addressing the requirement of 1,00,000 channel partners. Following the commissioning of two new plants in April 2024 with a total capacity of 5.4 MTPA in Chhattisgarh and Tamil Nadu, UltraTech’s overall capacity crossed the 150 MTPA milestone.

For FY 2023-24, consolidated grey cement sales volumes grew 13% YoY to 117 MT, with capacity utilisation at 84%. RMC sales volumes grew 32% YoY to 11.31 Mn M³. The share of green power (WHRS renewables) in total power consumption was at 23.6%. Consolidated revenue grew 12% YoY to H 70,908 crore. EBITDA improved 22% YoY to H 13,586 crore while PAT jumped 38% YoY to H 7,005 crore, driven by increase in volume, lower energy costs and lower logistics cost. Operating cash flow increased to H 10,898 crore from H 9,069 crore in the year earlier period.

Aditya Birla Capital Limited (‘ABCL’)

Key Highlights of ABCL’s Consolidated Performance for the Financial Year ended 31^st March 2024 are as under:

• Consolidated Revenue: H 34,008 crore (growth of 24% YoY)

• Consolidated Net Profit (excluding one offs): H 2,768 crore (growth of 44% YoY)

• Overall AUM across asset management, life insurance and health insurance at over H 4,36,442 crore (growth of 21% YoY)

• Overall lending book (NBFC and Housing Finance) at H 1,24,059 crore (grew 31% YoY)

• Gross premium (across Life and Health Insurance) at H 20,961 crore (grew 18% YoY)

SHARE CAPITAL

The Authorised Share Capital of the Company stood at H 4,23,50,00,000 comprising of 2,06,25,00,000 Equity Shares of H 2 each and 11,00,000 Redeemable Cumulative Preference Shares of H 100 each as at 31^st March 2024.

Issued Share Capital of the Company stood at H 1,36,11,06,322 comprising of 65,84,79,226 Equity Shares and 2,20,73,935 Rights Equity Shares of Face Value H 2 each as at 31^st March 2024.

Subscribed and paid-up capital of the Company stood at H 1,32,79,93,907 comprising of 65,84,79,226 Equity Shares of H 2 each fully paid-up and 2,20,70,910 Equity Shares of H 0.5 each partly paid-up as at 31^st March 2024.

During the year, the Company allotted 47,100 equity shares of H 2 each pursuant to the exercise of Stock Options in terms of the Employees Stock Option Scheme - 2013 of the Company.

ISSUE OF EQUITY SHARES ON RIGHTS BASIS

During the year under review, our Company has undertaken a rights issue to raise capital.

The key details of Rights Issue are as under:

1. Amount to be raised: H 3,999.80 crore

2. Rights ratio: 6 Rights Equity Shares for every 179 fully paid-up Equity Shares held by eligible shareholders on the record date.

3. Number of Rights Equity Shares allotted:

2,20,70,910 shares

4. Price of Rights Equity Shares: H 1,812 per Rights Equity Share when fully paid-up, including a premium of H 1,810 per Rights Equity Share.

5. Payment terms: On application, H 453 (comprising H 0.50 towards face value and H 452.50 towards premium) Rights Equity Shares Price was paid. Additionally, there would be up to three additional calls with terms and conditions as decided by the Board / Rights Issue Committee, to be completed on or before March 2026.

The purpose of the Rights Issue was to raise the necessary capital from its existing shareholders for repayment or pre-payment of its certain borrowing of the Company and general corporate purposes.

The Board at its meeting held on 22^nd May 2024 has decided to make the first call of H 453 per Rights Equity Share (comprising H 0.50 towards face value and H 452.50 towards premium) in respect of outstanding partly-paid up Equity Shares as on Record date i.e. 14^th June 2024.

EMPLOYEE STOCK OPTION SCHEME AND PURCHASE OF TREASURY SHARES

During the year, Grasim Employees’ Welfare Trust (‘Trust’) acquired 3,89,207 equity shares of the Company from the secondary market. As per Ind AS, purchase of own equity shares are treated as treasury shares. The Trust constituted in terms of the Company’s Employee Stock Option Schemes (‘ESOS’) holds 21,20,981 equity shares of the Company as on 31^st March 2024 for transfer to the eligible employees under ESOS 2018 and ESOS 2022.

ESOS-2013

During the year, the Stakeholders’ Relationship Committee of the Board allotted 47,100 equity shares of H 2/- each of the Company to Stock Option Grantees, pursuant to the exercise of the Stock Options and Restricted Stock Units (‘RSUs’) under ESOS-2013.

ESOS-2018

During the year, 2,63,353 equity shares were transferred from the Trust account to the employees account due to exercise of Stock Options and RSUs by the grantees under ESOS-2018.

ESOS-2022

During the year, the Nomination and Remuneration Committee (‘NRC’) of the Board approved grant of 4,99,087 Stock Options and 70,325 Performance Stock Units (‘PSUs’) to the eligible employees, including Managing Director of the Company, under ESOS-2022.

The ESOS-2018 and ESOS-2022 are being administered through the Trust.

The details of Stock Options and RSUs granted pursuant to ESOS-2013 and ESOS-2018 and Stock Options and PSUs granted pursuant to ESOS-2022, and the other disclosures in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on your Company’s website at https://www.grasim.com/Upload/PDF/ esos-disclosure-2024.pdf

A certificate from the Secretarial Auditors with respect to implementation of your Company’s ESOS, will be available at the ensuing AGM for inspection by the Members.

DEPOSITS

During the year, your Company has not accepted or renewed any deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

ISSUE OF NON-CONVERTIBLE DEBENTURES

During the year, our Company has issued following NCD’s on private placement basis:

Our Company has redeemed 7,000 fully paid-up, Unsecured, Listed, Rated, Redeemable, NCD’s of face value of H 10,00,000 each aggregating to H 700 crore during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, disclosures relating to loans and investments as on 31^st March 2024 are given in the Notes to the Financial Statements. During the year, there are no guarantees issued or securities provided by the Company in terms of Section 186 of the Act read with the Rules issued thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year, as stipulated under the Listing Regulations, is presented in a separate section and forms an integral part of this Integrated Annual Report.

CORPORATE GOVERNANCE

Your Directors re-affirm their continued commitment to the best practices of Corporate Governance. Corporate Governance principles form an integral part of the core values of the Company. Our Company is in compliance with the provisions relating to Corporate Governance.

The Report on Corporate Governance for the year, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section, and forms an integral part of this Integrated Annual Report. A certificate from the Statutory Auditors on its compliance is given in Annexure ‘B’ to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment / Re-appointment of Directors

In accordance with the provisions of the Act and the Articles of Association of the Company, Smt. Rajashree Birla and Mr. Raj Kumar, Non-executive Directors of our Company, are liable to retire by rotation at the ensuing Annual General Meeting (‘AGM’).

Smt. Rajashree Birla, being eligible, has offered herself for re-appointment at the ensuing AGM.

Further, in terms of the Listing Regulations, no listed Company shall appoint or continue the appointment of a Non-executive Director, who has attained the age of 75 years, unless a special resolution is passed to that effect. Smt. Rajashree Birla, has attained the age of 75 years, resolutions seeking her re-appointment and continuation as Non-executive Director form part of the Notice of ensuing AGM.

Brief profile of Smt. Rajashree Birla is provided in the Report on Corporate Governance and Notice of AGM.

Mr. Raj Kumar does not seek re-appointment at the ensuing AGM.

During the year, the Board appointed Mr. Sushil Agarwal (DIN: 00060017) as an Additional Director (Non-executive Director) of the Company, liable to retire by rotation, with effect from 8^th February 2024. The Members of the Company have approved his appointment as Non-executive Directors of the Company through Postal Ballot w.e.f. 16^th April 2024.

The Board of Directors at their meeting held on 22^nd May 2024, based on recommendation of NRC and subject to the approval of Members of the Company, approved the appointment of the following Directors:

1. Mr. Ashvin Dhirajlal Parekh (DIN: 06559989), Independent Director, with effect from 23^rd August 2024 upto 22^nd August 2029 (both days inclusive).

2. Mr. Haigreve Khaitan (DIN: 00005290), Independent Director, with effect from 26^th September 2024 upto 25^th September 2029 (both days inclusive).

3. Mr. Mukkavilli Jagannath (DIN: 10090437), Nonexecutive Director, with effect from 26^th September 2024, liable to retire by rotation.

The Company will seek approval of the Members for appointment of above Directors at the ensuing AGM of the Company.

The Board at its meeting held on 22^nd May 2024 noted that the tenure of Mr. Cyril Shroff and Dr. Thomas M Connelly, Jr. as an Independent Directors, shall come to an end on 22^nd August 2024.

Cessation of Directors

Dr. Santrupt Misra (DIN: 00013625) has stepped down as a Non-executive Director of the Company with effect from

28^th December 2023, due to other plans and engagements. There was no other material reason for his resignation except as stated.

The Board placed on record its sincere appreciation for the valuable contribution and services rendered by Dr.Santrupt Misra during his tenure with the Company.

There is no pecuniary or business relationship between the Non-executive Directors and the Company, except for the sitting fees and commission payable to the Non-executive Directors, in accordance with the applicable laws and approval of the Members of the Company.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Act, Mr. Harikrishna Agarwal, Managing Director, Mr. Pavan Kumar Jain, Chief Financial Officer (‘CFO’) and Mr. Sailesh Kumar Daga, Company Secretary are the Key Managerial Personnel (‘KMP’) of the Company as on 31^st March 2024.

MEETINGS OF THE BOARD

The Board of the Company met 6 (Six) times during the year to deliberate on various matters. The meetings were held on 26^th May 2023, 10^th August 2023, 16^th October 2023, 13^th November 2023, 4^th January 2024 and 8^th February 2024. Further details are provided in the Report on Corporate Governance, which forms an integral part of this Integrated Annual Report.

STATUTORY COMMITTEES OF THE BOARD Audit Committee

The Audit Committee comprises of Mr. N. Mohan Raj, Chairman, Dr. Thomas M. Connelly Jr., Mr. V. Chandrasekaran and Mr. Harikrishna Agarwal as its members. Majority of the members including Chairman of Audit Committee are Independent Directors. The CFO of your Company is a permanent invitee at the Audit Committee Meetings.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (‘NRC’) comprises of Ms. Anita Ramachandran, Chairperson, Mr. Kumar Mangalam Birla, Mr. Adesh Kumar Gupta and Mr. Cyril Shroff as its members. Majority of the members including Chairperson of NRC are Independent Directors.

Corporate Social Responsibility Committee

The Corporate Social Responsibility (‘CSR’) Committee comprises of Smt. Rajashree Birla, Chairperson, Ms. Anita Ramachandran and Mr. Harikrishna Agarwal as its members.

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee (‘SRC’) comprises of Ms. Anita Ramachandran, Chairperson, Mr. Yazdi Piroj Dandiwala and Mr. Harikrishna Agarwal as its members.

Risk Management and Sustainability Committee

The Risk Management and Sustainability Committee (‘RMSC’) comprises of Mr. N. Mohan Raj, Chairman, Dr. Thomas M. Connelly, Jr., Mr. V. Chandrasekaran, Mr. Harikrishna Agarwal, Mr. Kapil Agrawal, Mr. Jayant V. Dhobley and Mr. Rakshit Hargave as its members.

The CFO and Chief Sustainability Officer of our Company are permanent invitees at the RMSC Meetings.

All the recommendations made by the above Committees, during the year, were accepted by the Board of the Company.

Further details relating to the above Committees are provided in the Report on Corporate Governance, which forms an integral part of this Integrated Annual Report.

INDEPENDENT DIRECTORS

Our Company has received declarations from all the Independent Directors of the Company, confirming that:

a) they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations;

b) they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence; and

c) they have registered their names in the Independent Directors Databank.

Our Company’s Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in Corporate Governance, Legal & Compliance, Financial Literacy, General Management, Human Resource Development, Industry Knowledge, Technology, digitisation & innovation, Marketing, Risk Management, Strategic Expertise and Sustainability and they hold highest standards of integrity.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, its Committees, Independent Directors, Non-executive Directors, Executive Director and the Chairman of the Board.

The NRC of the Board has laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors / Non-executive Directors / Executive Director and the Chairman of the Company.

The performance of Non-independent Directors, the Board, as a whole, and the Committees of the Board has been evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also evaluated the performance of the Chairman of the Company, after taking into account the views of Executive Director and Nonexecutive Directors. Evaluation as done by the Independent Directors was submitted to the NRC and subsequently to the Board.

Thereafter, the Board at its meeting discussed the performance of the Board, as a whole, its Committees and Individual Directors. The Board expressed satisfaction on the overall functioning of the Board and its Committees. The Board was also satisfied with the contribution of the Directors, in their respective capacities, which reflected the overall engagement of the Individual Directors.

The new Director inducted on the Company’s Board attends an orientation programme. The details of the programme for familiarisation of Independent Directors are provided in the Report on Corporate Governance, which forms an integral part of this Integrated Annual Report and is also available on the Company’s website at https://www.grasim.com/Upload/ PDF/familiarisation-programme-independent-directors.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

The audited accounts for the year are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present your Company’s financial condition and results of operations.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) t he accounting policies selected have been applied consistently, and judgements and estimates are 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 of the profit of the Company for the year ended on that date;

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

d) annual accounts have been prepared on a ‘going concern’ basis;

e) the Directors have laid down proper internal financial controls, and that such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 stipulated under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014, is given in Annexure ‘C’ to this Report.

INTEGRATED ANNUAL REPORT

The Company is publishing its Integrated Annual Report for the FY 2023-24. This report is prepared in alignment with the Integrated Reporting Framework laid down by the International Integrated Reporting Council and aims at presenting the value creation approach for our stakeholders.

AUDITORS AND AUDIT REPORTS Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) and M/s. KKC & Associates LLP, Chartered Accountants (Registration No. 105146W/ W100621), were appointed as Joint Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold office till the conclusion of the 79^th AGM and 80^th AGM of the Company, respectively.

The observations made by the Joint Statutory Auditors on the Financial Statements (Standalone and Consolidated) of the Company, in their Report for the financial year ended 31^st March 2024, read with the Notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board of Directors under Section 134(3)(f) of the Act. The Auditors’ Report does not contain any qualification, reservation, disclaimer or adverse remark.

Branch Auditor

The Board at its meeting held on 22^nd May 2024 approved the appointment of M/s. Singhi & Co. (Registration Number 302049E), Chartered Accountants, as the Branch Auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the 78^th AGM of the Company to conduct the audit for Paints Business of the Company, for the financial year 2024-25 at a remuneration not exceeding H 50 lakh plus tax as applicable and reimbursement of out-of-pocket expenses.

The resolution seeking appointment of Branch Auditor forms part of Notice of the ensuing AGM.

Cost Auditor

Our Company is required to prepare and maintain the cost accounts and cost records pursuant to Section 148(1) of the Act read with rules made thereunder.

Based on the recommendation of the Audit Committee, the Board appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Registration No. 000611), as the Cost Auditors to conduct the cost audit of the Company for FY 2024-25 at a remuneration of H 26 lakh plus applicable taxes and reimbursement of out-of-pocket expenses.

The Company has received consent from M/s. D. C. Dave & Co., Cost Accountants, to act as the Cost Auditor of your Company for FY 2024-25, along with the certificate confirming their eligibility.

In accordance with the provisions of Section 148(1) of the Act and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, an Ordinary Resolution, for ratification of remuneration payable to the Cost Auditor for FY 2024-25, forms part of the Notice of the ensuing AGM.

Secretarial Auditor

The Secretarial Audit Report, issued by M/s. BNP & Associates, Company Secretaries, Mumbai, for the FY 2023-24, is given in Annexure ‘D’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Compliance Report for the financial year ended 31^st March 2024, in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing Regulations, is available on the website of the Company at https://www.grasim.com/Upload/ PDF/annual-secretarial-compliance-report-22052024.pdf

Pursuant to the provisions of Section 204 of the Act and Rules made thereunder, M/s. BNP & Associates, Company Secretaries, Mumbai, are appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2024-25.

SECRETARIAL STANDARDS

During the year, our Company is in compliance with the applicable Secretarial Standards specified by the Institute of Company Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

No instances of fraud were reported by the Auditors of the Company under Section 143 (12) of the Act.

DISCLOSURES

Contracts and Arrangements with Related Parties

During the year, all contracts / arrangements / transactions entered into by the Company with Related Parties were on arm’s length basis and in the ordinary course of business. There are no material transactions with any Related Party as defined under Section 188 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

In line with the requirements of the Act and amendment to the Listing Regulations, all Related Party Transactions have been approved by the Audit Committee and reviewed by it on a periodic basis. Our Company has formulated a ‘Policy on Related Party Transactions’, which is also available on the Company’s website at https://www.grasim.com/upload/pdf/

Grasim policy on RPT.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The details of contracts and arrangements with Related Parties of the Company for the financial year ended 31^st March 2024, are given in Notes to the Standalone Financial Statements, forming part of this Integrated Annual Report.

The Board at its meeting held on 22^nd May 2024 has approved entering into material Related Party Transaction(s) with i) Hindalco Industries Limited, a promoter group Company for an aggregate value of up to H 1,250 crore; and ii) AV Group NB Inc, Canada (‘AVNB’), Joint Venture of the Company for an aggregate value of up to H 1,108 crore.

As per Listing Regulations, the resolutions for approving the above-mentioned material Related Party Transaction(s) form part of the Notice of ensuing AGM.

Further, during the year, the approval of the Members obtained on 16^th April 2024 for the material Related Party Transaction(s) between the following related parties, proposed to be entered during the FY 2024-25 and FY 2025-26:

i. ABReL (RJ) Projects Limited, an indirect Subsidiary of the Company and ABReL EPC Limited, an indirect wholly-owned subsidiary (‘WoS’) of the Company for an aggregate value of up to H 2,600 crore;

ii. ABReL (RJ) Projects Limited, an indirect Subsidiary of the Company and Aditya Birla Renewables Limited, a WoS of the Company for an aggregate value of up to H 1,325 crore; and

iii. Aditya Birla Renewables Subsidiary Limited, an indirect Subsidiary of the Company and ABReL EPC Limited, an indirect WoS of the Company for an aggregate value of up to H 1,450 crore.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Our Company has established a mechanism for directors and employees to report instances and concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s Code of Conduct. It also provides adequate safeguards against the victimisation of employees, who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.

The details of the Vigil Mechanism are also provided in the Report on Corporate Governance, which forms an integral

part of this Integrated Annual Report and the Vigil Mechanism / Whistle-Blower Policy is available on the website of the Company at https://www.grasim.com/Upload/PDF/whistle-blower-policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act and Rules made thereunder, the Board has a Corporate Social Responsibility (‘CSR’) Committee, which is chaired by Smt. Rajashree Birla. The other Members of the Committee as on 31^st March 2024, are Ms. Anita Ramachandran, Independent Director and Mr. Harikrishna Agarwal, Managing Director. Dr. Pragnya Ram, Group Executive President - CSR is a permanent invitee to the Committee. The Corporate Social Responsibility Policy (‘CSR Policy’), indicating the activities undertaken by the Company, is available on your Company’s website at https://www.grasim.com/Upload/PDF/grasim-csr-policy.pdf

Our Company is a caring corporate citizen and lays significant emphasis on development of the host communities around which it operates. Our Company, with this intent, has identified several projects relating to Social Empowerment and Welfare, Rural Development, Sustainable Livelihood, Health Care and Education, during the year, and initiated various activities in neighbouring villages around its plant locations.

During the year, the Company has spent H 58.39 crore, of which H 40.99 crore (Excluding H 4.50 crore spent towards the amount outstanding for financial year 2022-23) was spent towards obligatory CSR of the Company and an amount of H 12.90 crore was voluntarily spent for CSR activities.

The initiatives undertaken by the Company on CSR activities, during the year, are given in Annexure ‘E’ to this Report, in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

RISK MANAGEMENT AND SUSTAINABILITY

Our Company continues to place significant emphasis on robust risk management and sustainability practices to safeguard its interests and ensure sustainable growth amidst an evolving business landscape. The risk management framework encompasses identification, assessment, mitigation, and monitoring of various risks across the organisation. Our Company has a Board level Risk Management and Sustainability Committee (‘RMSC’), which is inter alia, mandated to frame policy, monitor implementation and review risk management and sustainability performance of the Company. The Company has in place a risk management

policy, which is available on the Company’s website at https://www.grasim.com/Upload/PDF/risk-management-policy.pdf.

The Company has diligently identified and assessed a spectrum of risks inherent in its operations, encompassing external, strategic, financial, operational, sustainability, knowledge, cyber security and compliance domains. Through proactive measures, we strive to anticipate potential risks and promptly address emerging challenges to maintain operational resilience and protect shareholder value. In response to identified risks, the Company has implemented comprehensive mitigation strategies tailored to each risk category. The Management Discussion & Analysis Report sets out the key risks identified, and mitigation plans thereof.

During the fiscal year, the RMSC met thrice to review the risk management and sustainability performance covering various risks as stated above. The Board remains vigilant in overseeing the effectiveness of these risk management and sustainability measures and is confident in the Company’s ability to navigate uncertainties and capitalise on opportunities for sustainable value creation. There are no risks, which in the opinion of the Board, threaten the existence of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of the Listing Regulations, a separate section on Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from environmental, social and governance perspective, forms an integral part of this Integrated Annual Report.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act, and the Rules made thereunder, the Annual Return of your Company as on 31^st March 2024 is available on the Company’s website at https://www.grasim.com/Upload/PDF/form-MGT-7-annual-return-fy24.pdf

INTERNAL CONTROLS

Our Company has in place adequate internal control systems (including internal financial control system) commensurate with the size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of the Company’s operations, safe keeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with

the growing size and complexity of the Company’s operations. During the year, no material or serious observation has been received from the Joint Statutory Auditors of your Company, citing inefficiency or inadequacy of such controls.

REMUNERATION POLICY

The Company’s remuneration policy is directed towards rewarding the performance based on review of achievements. The remuneration policy is in consonance with the existing industry practice. There has been no change in the policy during the year.

The Remuneration Policy of the Company, as formulated by the NRC of the Board is given in Annexure ‘F’ to this Report and is also available on the Company’s website at https:// www.grasim.com/upload/pdf/ABG-executive-remuneration-philosophy-policv.pdf

RESEARCH AND DEVELOPMENT (R&D)

The R&D projects undertaken by the Company focus on developing and commercialising premium differentiated products, improving our competitive cost position, product quality and environmental sustainability. To support these goals, the businesses are managing a pipeline of projects that are addressing near and mid-term needs, as well as the exploration of future opportunities.

CELLULOSIC STAPLE FIBRE (CSF)

The Cellulosic Staple Fibre (CSF) business is one of the leading global players in the Manmade Fibre (MMF) industry, and is recognized in the industry for its customer centricity, product quality and cost-competitiveness. This is enabled by a relentless focus on process consistency, operational efficiency and the delivery of innovative products that create sustainable value for its customers.

Sustainability continues to be central to the business strategy. The business’s efforts to continuously expand its sustainable footprint were again recognized by the global NGO Canopy, which awarded the Business the highest rating of Dark Green Shirt with industry-leading aggregate points. Several notable innovations, including the launch of three new products contributed to this achievement.

The business launched Birla Viscose Ecosoft, which is a new variant of viscose fibre, made from bamboo pulp. Bamboo is one of the fastest growing plant species that is less resource intensive to cultivate versus other plants and hence increasingly seen as an eco-friendly solution for textile needs. Birla Viscose Ecosoft fibres offer high durability &

better moisture management. The resultant fabrics allow for high breathability, aiding in thermo-regulation. They are also characterised by soft textures and are light in weight.

The business launched Birla Viscose Intellicolor, which is a patented viscose fibre product that promises to redefine the textile industry landscape by addressing a longstanding challenge with conventional reactive dyeing and helps achieve brighter shades with high tinctorial value and color depth compared to reactive dyes with the same concentration of dyes. These innovative fibres use cationic or basic dyes, thereby reducing dye input and enabling up to 95% dye-bath exhaustion. Additionally, this product eliminates the need for salt and soda ash, streamlining operations while significantly reducing environmental impact in dye-houses.

The business also launched Birla SaFR, which are inherently flame-retardant sustainable cellulosic fibres, ideal for making flame retardant fabrics. These fibres are 100% plant based, made from wood pulp sourced from sustainably managed forests and manufactured in facilities that adhere to highest global norms on environmental responsibility.

The Business continued its membership with the Industry Consortium Fashion For Good, and participated in the evaluation of novel pigments made from waste feed-stocks such as industrial carbon, algae and wood, for making dope dyed cellulosic fibres. The novel pigments could potentially replace synthetic dyes, and offer a more sustainable means of textile production with a lower carbon footprint.

These new products and developments affirm our conviction that it is possible to create innovative and sustainable products while delivering excellent technical performance. In the realm of textile recycling and circularity, we have continued to collaborate with leading global innovators such as Renewcell, SaXcell, and Sodra. We successfully manufactured commercial quantities of Liva Reviva cellulosic fibers, incorporating 30% of Renewcell’s Circulose pulp. Additionally, the processability of pulps from Sodra and Saxcell was rigorously evaluated in pilot runs.

The Business continues to harness the transformational potential of Industry 4.0 and AI/ML developments for addressing unique manufacturing problems. In the past year, prototyping of different advanced sensors combined with AI/ML and advanced imaging tools was done to provide real-time information regarding quality of intermediate process streams and final product. These new tools are been extensively tested on a commercial lines, and will provide valuable insights, which are key to consistency and quality. The R&D team has combined first-principles thermodynamic

modelling with data analytics to make dashboards that provide a comprehensive real-time information regarding equipment / process health, enabling the plant operators to run their lines at optimal levels.

Through our journey from concept to commercialisation and plant implementation of various new ideas, we have realized the importance of well-equipped pilot facilities in the innovation lifecycle. To accelerate the development of new sustainable feedstock options, we have established a kilo-scale pulping facility. Additionally, we are in the advanced stages of commissioning a larger pilot plant facility designed for small-lot testing of pulps from alternative feedstocks. This facility is expected to become operational in the second quarter of FY2025. It will also support testing of process conditions and new chemistries aimed at improving the efficiency and sustainability of the pulp-making process.

This Business has excellence in managing its diverse patent and trademark portfolio of branded products, including 25 patent filings out of which 13 are granted patents. It also has 4 publications in the current financial year.

With a strong products portfolio, and a committed and passionate workforce, the Business is well-set to continue its prominence in MMF industry, and to serve its customers and stakeholders with high quality products and services.

CELLULOSIC FASHION YARN (CFY)

The Fashion Yarn business (Cellulosic Fashion Yarn-CFY) is taking the lead in introducing products in the market which has a potential to capture silk market. CFY business is now shifting its focus towards green Cellulosic Fashion yarn manufacturing with indigenously developed technology. A proof of concept has been successfully demonstrated at the laboratory scale, and there are plans underway to invest in establishing a pilot plant. Furthermore, CFY’s Research and Development team has developed a tracer mechanism for Dull yarn products, enhancing the ability to trace products at various stages of consumption across the value chain.

CHEMICALS

Our Company’s Research and Development (‘R&D’) efforts are focusing on cost optimisation, developing new products after understanding customers latent needs and further enhancing our chlorine derivate portfolio.

Water Treatment Business being focus, our Company leveraged its R&D Centre for solving water treatment problems in potable water, some major health problems (reducing the Al load from treated water), working on STP

of carbon black effluent which has pungent odour and oil content, providing water & waste-water treatment solutions to Oil and Natural Gas refineries, Pulp & Paper, rubber pyrolysis, quarries, economical solutions for Effluent Treatment Plants, colour removal to textile ETPs and CETPs and Grey water treatment to recycle domestic water and others.

R&D Team at Vilayat Site worked closely with customers from cable compounding, PVC pipes, garden pipes and artificial leather industries, developed greener and sustainable formulations and commercialise under ‘Twist’ brand.

Our Company’s R&D which is recognised by the Department of Scientific and Industrial Research (DSIR) and is executing collaborative project with many renowned institutes. The Company received NSF / ANSI and Kosher certifications for its operating Units, certifications from FSSAI for food grade calcium chloride products, Eco-Passport by OEKO-TEX for new product range developed for textile industry and EU-REACH / UK-REACH for long chain chlorinated paraffins. R&D Centre published research articles / papers and presentations in the area of Water Treatment and Cleaning solutions at various forums like CII, ITM-IIM-Bhubaneshwar, IIT-Roorkee, IMA-CIPET and Everything About Water journal.

Our Company’s R&D Centre has also collaborated with the Aditya Birla Science and Technology Company Private Limited (‘ABSTCPL’) and the academia in the scientific and technical forums. R&D Centre has also worked with the industry to develop multiple improved technology of phosphoric acid, technology improvement of mono chloro acetic acid, new products for PVC compounding based on different variants of long chain chlorinated paraffin for export markets. The Company is also developing speciality blends (plastics, water treatment, etc.), new formulations for home and personal care FMCG segment and chemicals for agrochemical applications.

Various enhancements in production process have also been undertaken by the team to enhance its efficacy and quality of deliverables. Our Company observed an improvement in quality of HSBP product and plant capacity, developed new recipes in PAC liquid production for improved shelf life and usability of product.

Our Company has started first of its kind pilot facility in India at Renukoot site to evaluate suitability of new membranes, coating and salt types for chlor-alkali production by testing various membranes at operating conditions similar to commercial plant. The facility can help in making data driven decision by cross verifying vendors claim for their products.

SPECIALITY CHEMICALS (EPOXY POLYMERS & CURING AGENTS)

Your Company’s R&D team is leading and driving the Sustainability portfolio through New Product Development in the area of Bio-based products, waterless, solvent free, green processes and chemistries, as well as innovation in the area of Recyclability & Circularity of Materials. The teams are also involved in synthesising new molecules and in developing products and applications that drive growth of speciality segment for the business.

R&D team is working with leading Universities, Institutes and Global experts in building the innovation footprint and speeding up the research to market phase.

R&D team is engaged in development of various bio-based products. R&D has developed polyamide hardeners which are based on bio-materials like fatty acids & dimer acids derived from plant sources.

R&D team is involved in application development in epoxy system solutions for composite segment, wind segment, pipes, LPG, CNG & H2 storage tanks, e-mobility, products for power generation, transmission & distribution and auto-electronics, powder coating segment, adhesives and construction segment, water soluble coating solution for can coating applications, developing products for floor coating and marble coating.

TEXTILES

Our Company is involved in driving innovation, servicing new customers with focus on sustainability and customers emerging needs, and constantly improving its processes.

Our Company has launched:

1. COMFYCOOL - Active cooling Linen Fabric range. Using innovative Thermoregulation technology which is triggered by body heat & moisture, COMFYCOOL Fabrics augments natural properties of Linen fabrics with the ability to dynamically respond to body heat, thus keeping the wearer cool & comfortable.

2. Cotton / Lyocell premium stretch fabric range designed for shirting applications that offers brilliant sheen and comfort.

Our Company continues to develop blends in both linen and wool with sustainable fibres, such as Silk, Cashmere, Lyocell, Hemp etc.

Our Company is working towards developing Circular Value Chain of Linen through pre-consumer recycling into new fabrics. This will help creating sustained value and help to reduce our environmental footprints further.

Our Company is continuously working in collaboration with ABSTCPL, TRADC (Textile Research & Application Development Centre) and global partners, e.g., CELC, Wool Mark, HeiQ, Sanitized, Asahi-Kasei and other specialty fibres and chemical suppliers to explore and develop innovative yarns and fabrics.

These R&D activities are aimed at addressing the present and future needs of the Textile business.

INSULATORS

During the year our R&D efforts were focused on customer requirements-based initiatives, design optimisation for cost and performance, accelerated new products approval and indigenisation of key raw materials. Developmental actions were taken in the following areas:

• Optimisation of design of two major Disc Insulator products and implementation after customer acceptance.

• Development of Insulators for High Voltage Direct Current (‘HVDC’) transmission applications.

• Overseas customer approval for 4 new transmission line products.

• Weight reduction of Metal Parts using 3D Simulation.

• Increase in usage of Indigenous clays to substitute imported clays.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure ‘G’ to this Report.

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits, set out in the aforesaid rules, forms part of this Report. In line with the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of the Company, excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars

about employees, may write to the Company Secretary at grasim.secretarial@adityabirla.com.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our Company has zero tolerance for sexual harassment at workplace. Our Company 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 (‘POSH Act’), and the Rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Our Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. There were 2 (two) complaints pending at the beginning of the year. During the year, 5 (five) complaints were received. 6 (six) complaints were resolved and 1 (one) was outstanding as on 31^st March 2024. The Company is committed to providing a safe and conducive work environment to all its employees and associates.

HUMAN RESOURCES

Our Company’s human resource is the strong foundation for creating many possibilities for its business. The efficient operations of manufacturing units, market development and expansion for various products were the highlight of our people effort.

Continuous people development for developing knowledge and skills coupled with the Talent Management practices will deliver the talent needs of the Organisation. Our Company’s employee engagement score reflects high engagement and pride in being part of the Organisation.

The Group’s Corporate Human Resources plays a critical role in the Company’s talent management process.

AWARDS AND ACCOLADES

Some of the significant accolades earned by our Company during the year include:

• Sustainable Organisation 2023 by The Economic Times

• Sustainable Organisation 2023 by BW Business World

• Sustainable Organisation 2023 by Nava Bharat

• Textiles Business certified as a ‘Great Place to Work’ 2024.

• Silver in BRSR-Large Cap (Manufacturing Sector) Sustainability Reporting Awards 2022-23 by ICAI

• Winner of CII Industrial IP Award 2023 for Best Trademark Portfolio in Large Manufacturing / Engineering Category

• Birla Cellulose - No. 1 ranking in Canopy’s Hot Button Report 2023 for its commitment to conserve Ancient and Endangered Forests and promote circular solutions.

• Cellulosic Division Vilayat awarded CII-ITC Excellence in Environment Management 2023

• Cellulosic Division, Vilayat - Bharuch wins 1^st prize at FICCI Water Awards 2023.

• SFD, Nagda - Silver in Water Harvesting at CSR Health Impact Awards

• SFD, Nagda - CII ITC Award for Excellence in Environment Management, 2023

• Harihar Polyfibers & Grasilene Division - Platinum at Apex India Green Leaf Awards in Sustainability (Textile Sector)

• Grasilene Division - Gold at IRIM-National Awards for Manufacturing Competitiveness

• Aditya Birla Insulators, Rishra - ICC Social Impact 2024

• CFY business - ICC Award 2022 by Indian Chemical Council in Energy Conservation & Management.

• Textiles Business Golden Peacock CSR Award 2023

• Textiles Business - CII - ITC Sustainability Award 2023 (Corporate Excellence)

• Jayashree Textile - Gold at International Convention on Quality Control Circles 2023

• Chemical Units at Renukoot, Karwar and Vilayat awarded - IRIM National Award of Manufacturing Competitiveness

• Chemicals, Rehla - CII IQ National level Safety Practice Competition Award (Manufacturing Process)

• Chemicals, Ganjam Unit - Gold in FICCI Leader in Energy Management (Electrical)

• CFY Business - Energy Saving champion award-2023 by Forbes Marshall

• CFY team - SRTEPC - ‘Best Export Performance 2022-23 (Continuous Viscose Filament Yarn Category)

UPDATE ON MATERIAL ORDERS PASSED BY THE REGULATORS

• The Competition Commission of India (‘CCI’) had passed an order under Section 4 of the Competition Act, 2002, dated 16^th March 2020, imposing a penalty of H 301.61 crore. The Company had filed an appeal against the order before the Hon’ble National Company Law Appellate Tribunal (‘NCLAT’), and has obtained a stay by depositing H 30.16 crore with NCLAT by way of fixed deposit. While the matter is pending before the NCLAT, CCI has passed another order dated 3^rd June 2021, and levied a penalty of H 3.49 crore on the Company (@ H 1 lakh per day for a period of 349 days and continuing thereafter) for noncompliance with its order passed on 16^th March 2020. Our Company has filed a writ petition with the Hon’ble Delhi High Court, and the Hon’ble Delhi High Court has stayed the operation of the CCI order at 3^rd June 2021.

• The CCI has passed another order dated 6^th August 2021, under Section 4 of the Competition Act, 2002, for the period of 2017-18. However, because of the penalty of H 301.61 crore has already been imposed on the Company in a previous order; the CCI deemed it appropriate not to impose any further monetary penalty on the Company. The Company filed an appeal before the Hon’ble NCLAT.

• Our Company, backed by independent expert’s opinion, believes that the above orders are not tenable in law. Accordingly, no provision has been made in the books of account on account of these matters.

GENERAL

Your Directors state that no disclosure or reporting is required

in respect of the following items as there were no transactions

on these matters during the year:

1. No material changes and commitments affected the financial position of the Company between the end of the financial year and the date of this Report.

2. I ssue of equity shares with differential rights as to dividend, voting or otherwise;

3. I ssue of shares (including sweat equity shares) to employees of the Company under any Scheme save and except ESOS referred to in this report;

4. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries;

5. There were no revisions in the financial statement(s);

6. There has been no change in the nature of business of the Company;

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in the future. The update on the status of material orders passed by the Regulators or Court or Tribunals is provided in this Report;

8. There were no proceedings initiated under the Insolvency and Bankruptcy Code, 2016;

9. There was no instance of one-time settlement with any Bank or Financial Institution; and

10. There was no failure to implement any Corporate Action.

ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the shareholders, banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future.

Your Directors very warmly thank all our employees for their contribution to the Company’s performance. We applaud them for their superior levels of competence, dedication and commitment to our Company.

For and on behalf of the Board

Kumar Mangalam Birla

Chairman

Mumbai, 22^nd May 2024 (DIN:00012813)