DIVIDEND

Based on your Company's performance, your Directors have recommended dividend of H 10 per equity share of face value of H 2 each for the year ended 31^st March 2023.

The dividend, if approved by the members, would involve a cash outflow of H 658 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 and your Company shall withhold tax at source appropriately.

The recommended dividend is in line with your Company's Dividend Distribution Policy. Dividend Distribution Policy, in terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), is available on your Company's website at https://www.grasim.com/upload/pdf/ Grasim_Dividend_Policy_16.pdf

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the General Reserves, for the year ended 31^st March 2023.

PERFORMANCE REVIEW

On a consolidated basis, the revenue from operations for FY 2022-23, stood at H 117,627 crore registering a growth of -23% as compared to the previous year of H 95,701 crore. The Consolidated EBITDA increased to H 20,478 crore for FY 2022-23, which was 15.22% higher than that of previous year of H 17,772 crore.

On a standalone basis, revenue from operations for FY 2022-23 stood at H 26,840 crore, registering a growth of 28.69% as compared to the previous year of H 20,857 crore. The standalone EBITDA is H 4,198 crore for FY 2022-23 which was 2.11% higher than that of the previous year of H 4,111 crore.

STRATEGIC INITIATIVES AND SIGNIFICANT DEVELOPMENTS Update on Paints Business

The decorative paints industry size is ~ H 67K crore of which -75% is organised sector. In FY 2022-23 organised decorative revenue grew by -22% over FY 2021-22.

The project work is progressing at all 6 sites namely Panipat (Haryana), Ludhiana (Punjab), Chamarajanagar (Karnataka), Cheyyar

(Tamil Nadu), Mahad (Maharashtra) and Kharagpur (West Bengal). Commissioning of plants will start in phases from last quarter of FY 2023-24, and all the plants are expected to be commissioned by end of FY 2024-25 with a total project cost of approximately H10,000 crore. R&D Centre of global standards and a Pilot plant has been commissioned which will help in scaling of lab tested formulations.

With total planned capacity of 1,332 million liters per annum, the Company aims to be number two player by capacity in decorative paints industry in India. Entry in the paints sector will add size, scale, and diversity to the existing business portfolio of the Company.

The Company has spent H 2,592 crore cumulatively up to FY 2022-23.

Update on B2B E-commerce Business

The Go-to-Market strategy and outreach plan have been finalised. The technology partners have been engaged and platform is being developed. The Company has already onboarded a leadership team across sales, marketing, category and operations for the full-scale launch scheduled in Q2 FY24. This launch will be in a phased manner beginning with the states of Maharashtra and Madhya Pradesh.

Amalgamation of Aditya Birla Solar Limited with Aditya Birla Renewables Limited

Aditya Birla Solar Limited ('ABSL') and Aditya Birla Renewables Limited ('ABReL') are wholly-owned Subsidiaries of your Company, both engaged in the business of Renewable energy. ABReL and ABSL had filed the Application and the Scheme of Arrangement with the Hon'ble National Company Law Tribunal, Mumbai ('NCLT') on 27^th March 2020 for the amalgamation of ABSL with ABReL under Sections 230 and 232 of the Companies Act, 2013. Subsequent to directions received from the Hon'ble NCLT, the meetings of shareholders and unsecured creditors of both the Companies were dispensed with and both the Companies complied with the directions of the Hon'ble NCLT order. The Companies filed the petition on 18^th June 2021 seeking sanction on the said scheme. The said petition got transferred to Bench II of the Hon'ble NCLT Bench, Mumbai and was admitted on 27^th April 2022 and was reserved for the orders. Hon'ble NCLT's order is awaited.

CONSOLIDATED FINANCIAL STATEMENTS (CFS)

In accordance with the Companies Act, 2013 ('the Act'), read with the Companies (Accounts) Rules, 2014, 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 Annual Report. CFS 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 Solar Limited, Aditya Birla Renewables Limited and other entities as mentioned in notes to CFS.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year, Grasim Business Services Private Limited was incorporated as a wholly-owned subsidiary of the Company on 4^th January 2023 to provide business support service including Staffing solutions.

Apart from this, there are no change in the direct Subsidiaries, Associates and Joint Venture Companies of your 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 your Company. Your 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.

Your Company has in accordance with the Listing Regulations adopted the Policy for determining material subsidiaries. The said Policy is available on your Company's website at https://www. grasim.com/upload/pdf/Grasim_Policy_Material_Subsidiary_Cos. pdf

ULTRATECH CEMENT LIMITED (UltraTech)

The country's cement production is expected to climb by around 6% to 8% over financial years 2023 and 2024, following a 21% jump for the financial year ended March 2022, as reported by a leading ratings agency. The growing housing sector, which typically accounts for 60% to 65% of India's cement consumption, will remain a key demand driver. Also, continued large investments in roads and infrastructure projects will fuel cement demand.

During the year, UltraTech recorded net revenues of H 63,240 crore and EBITDA of H 11,123 crore. UltraTech achieved the unique distinction of registering 100 million tons of production, dispatches and sales in FY 2022-23. This was backed by an effective capacity utilisation of 84% for the year.

During the year, UltraTech commissioned 12.4 mtpa additional capacity of grey cement. It further commissioned a 2.2 mtpa brownfield cement capacity at Patliputra in April 23. Work on the next phase of growth of 22.6 mtpa has already commenced. Commercial production from these new capacities is expected to go on stream in a phased manner by FY25/FY26.

Upon completion of these expansions, UltraTech's capacity will grow to 160.45 mtpa, reinforcing its position as the third largest cement company in the world, outside of China and the largest in India by far.

ADITYA BIRLA CAPITAL LIMITED ('ABCL')

ABCL reported a Consolidated Revenue of H 27,416 crore (grew 23% year on year) and Net Profit was H 2,057crore (grew 33% year on year). On a Standalone basis, revenue of ABCL was H 219 crore and Net Profit was H 141 crore. Active customer base at ~38 million (grew 8% year on year) aided by focus on granular retail growth across all businesses of the subsidiaries of ABCL. Overall AUM across asset management, life insurance and health insurance at over H 3.6 lakhs crore (de-grew 3% year on year). Overall lending book (NBFC and Housing Finance) at H 94,364 crore (grew 40% year on year). Gross premium (across Life and Health Insurance) at H 17,787 crore (grew 28% year on year).

SHARE CAPITAL

The Authorised Share Capital of the Company stood at H 4,235,000,000 comprising of 2,062,500,000 Equity Shares of H 2 each and 1,100,000 Redeemable Cumulative Preference Shares of H 100 each as at 31^st March 2023.

Issued, subscribed and paid-up capital of the Company stood at H 1,316,864,252 comprising of 658,432,126 Equity Shares of H 2 each fully paid up as at 31^st March 2023.

During the year, your Company allotted 1,36,700 equity shares of H 2 each pursuant to the exercise of Stock Options in terms of the Employees Stock Option Schemes of your Company.

GLOBAL DEPOSITARY RECEIPTS ('GDRs')

During the year, the Company had amended the GDRs Deposit Agreements effective from 26^th April 2023. In terms of the said amendment, the Company's GDR holders will be able to exercise the voting rights in the equity shares underlying the GDRs held by them, by way of providing instructions to the Depositary in terms of the Deposit Agreements and applicable laws.

PURCHASE OFTREASURY SHARES

During the year, Grasim Employees' Welfare Trust ('Trust') acquired 6,34,509 equity shares of your 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 Scheme 2018 ('ESOS 2018') holds 19,95,127 equity shares of your Company as on 31^st March 2023 for transfer to the eligible employees under ESOS 2018.

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, and, as such, no amount of principal or interest was outstanding, as on the date of the Balance Sheet.

ISSUE OF NON-CONVERTIBLE DEBENTURES

During the year, your Company has issued 20,000 fully paid-up, Unsecured, Listed, Rated, Redeemable, Non-Convertible Debentures of face value of H 1,000,000 each aggregating to H 2,000 crore, at par, on private placement basis.

Your Company has redeemed 10,000 fully paid-up, Unsecured, Listed, Rated, Redeemable, Non-Convertible Debentures of face value of H 1,000,000 each aggregating to H 1,000 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 2023 are given in the Notes to the Financial Statements. During the year, there are no guarantees issued or securities provided by your 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 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 your Company. Your Company was compliant with the provisions relating to Corporate Governance.

The Corporate Governance Report 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 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, Mr. Kumar Mangalam Birla and Dr. Santrupt Misra, Non-executive Directors of your Company, are liable to retire by rotation at the ensuing AGM and, being eligible, have offered themselves for re-appointment. Brief profiles of Mr. Kumar Mangalam Birla and Dr. Santrupt Misra are provided in the Corporate Governance Report and Notice of AGM.

The Board of Directors:

• Appointed Ms. Ananyashree Birla (DIN: 06625036) and Mr. Aryaman Vikram Birla (DIN: 08456879) as Additional Directors (Non-executive Directors) of the Company, liable to retire by rotation, with effect from 6^th February 2023. The members of the Company have approved their appointment as Non-executive Directors of the Company through Postal Ballot on 21^st March 2023.

• Appointed Mr. Yazdi Piroj Dandiwala (DIN: 01055000) as an Additional Director (Independent Director) of the Company, not liable to retire by rotation, with effect from 6^th February 2023. The members of the Company have approved his appointment as an Independent Director of the Company, through Postal Ballot on 21^st March 2023.

• Re-appointed Mr. Harikrishna Agarwal (DIN: 09288720) as the Managing Director and Key Managerial Personnel of the Company, in terms of the provisions of the Act for a period of 2 years with effect from 1^st December 2023 up to 30^th November 2025, subject to the approval of the members of the Company.

Cessation of Directors

• Mr. Shailendra Kumar Jain (DIN: 00022454) has stepped down

as a Non-executive Director of the Company with effect from 1^st February 2023, due to advancing age and need to devote time for family affairs including succession planning and pursue personal interest. There was no other material reason for his resignation except as stated.

The Board of Directors placed on record its sincere appreciation for the valuable contribution and services rendered by Mr. Shailendra Kumar Jain during his tenure with

the Company.

There is no pecuniary or business relationship between the Nonexecutive 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 shareholders 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 2023.

Mr. Pavan Kumar Jain has been appointed as CFO and KMP of the Company with effect from 15^th August 2022 in place of Mr. Ashish Adukia, who was CFO and KMP of the Company up to 14^th August 2022.

MEETINGS OF THE BOARD

The Board of Directors of the Company met 7 (Seven) times during the year to deliberate on various matters. The meetings were held on 24^th May 2022, 16^th June 2022, 19^th July 2022, 12^th August 2022, 14^th November 2022, 6^th February 2023 and 14^th February 2023.

Further details are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of your 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.

Your 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 of Directors 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 Nomination and Remuneration Committee (' N RC') 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 your 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 your Company, after taking into account the views of Executive Director and Non-executive 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 Corporate Governance Report, which forms an integral part of this Annual Report and is also available on your 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) i n the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the 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 your Company as at 31^st March 2023, and of the profit of your 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 your 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 REPORT

The Company has published its Integrated Report for the Financial Year 2022-23. 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 (ICAI Firm Registration No. 101248W/W-100022) and M/s. KKC & Associates LLP, Chartered Accountants (Registration No. 105146W/W100621) (formerly known as Khimji Kunverji & Co. LLP), 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 2023, 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.

Cost Auditor

Your 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 of Directors 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 2023-24 at a remuneration of H 20 lakh plus applicable taxes and reimbursement of out-ofpocket 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 2023-24, 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 2023-24, forms part of the Notice of the 76^th AGM of the Company.

Secretarial Auditor

The Secretarial Audit Report, issued by M/s. BNP & Associates, Company Secretaries, Mumbai, for the financial year 2022-23, 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 2023, 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-fy23-31!L-march-2023.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 2023-24.

SECRETARIAL STANDARDS

During the year, your 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 under Section 143(12) of the Act.

DISCLOSURESContracts and Arrangements with Related Parties

During the year, all contracts/arrangements/transactions entered into by your 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. Your 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 your Company for the financial year ended 31^st March 2023, are given

in Notes to the Standalone Financial Statements, forming part of this Annual Report.

The Board of Directors at its meeting held on 14^th February 2023 has approved entering into material RPTs with Hindalco Industries Limited, a promoter group company for an aggregate value of up to '1,200 crore. As per Listing Regulations, the Company has also sought approval of the Shareholders through Postal Ballot and the same was approved on 21^st March 2023.

RISK MANAGEMENT AND SUSTAINABILITY

Your Company has constituted Risk Management and Sustainability Committee ('RMSC'), which is inter alia, mandated to review the risk management and sustainability plan of your Company. Risk evaluation and management is an ongoing process within the organisation. Your Company has a comprehensive Enterprise Risk Management framework to periodically assess risks in the internal and external environments (including Cyber Security) and incorporate mitigation plans in its business strategy and operation plans. Risks are identified at multiple levels - unit level, business level and corporate level. During the year, the RMSC met twice to review the key risks faced by the Company and steps being taken to mitigate the same.

Based on the aforesaid review, there are no risks, which in the opinion of the Board, threaten the existence of the Company. However, key risks are set out in the Management Discussion and Analysis, which forms part of this Annual Report.

The Risk Management Policy is available on the Company's website at https://www.grasim.com/Upload/PDF/risk-management-policy.pdf

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 your Company from environmental, social and governance perspective, forms an integral part of this 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 2023 is available on the Company's website at https://www.grasim. com/Upload/PDF/form-MGT-7-annual-return-fy-22-23.pdf

INTERNALCONTROLS

Your 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 your 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 your 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 your Company, as formulated by the Nomination and Remuneration Committee of the Board of Directors, is given in Annexure 'F' to this Report and is also available on your Company's website at https://www.grasim.com/upload/ pdf/ABG-executive-remuneration-philosophy-policy.pdf

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.

Further details relating to the Audit Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

All the recommendations made by the Audit Committee, during the year, were accepted by the Board of Directors of your Company.

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.

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

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.

Further details relating to the CSR Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Stakeholders' Relationship Committee

The Stakeholders¹ Relationship Committee ('SRC') comprises of Ms. Anita Ramachandran, Chairperson, Mr. Yazdi Piroj Dandiwala and Mr. Harikrishna Agarwal as its members.

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

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 Agarwal, Mr. Jayant V. Dhobley and Mr. Rakshit Hargave.

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

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

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.

PULP AND VISCOSE STAPLE FIBRE (VSF)

The VSF business of the Company consistently pursues excellence in customer centricity and product quality. Key enablers in this journey are relentless focus on process consistency, operational efficiency and an innovative approach of leveraging new scientific advancements.

One such advancement is Digitalisation that has ushered the Industry 4.0 revolution. We strongly believe that Digitalisation will enable our Business to achieve a step improvement in process capability and reliability. An increasingly connected workforce is now routinely utilising Digital dashboards providing real-time process information and trends. AI/ML based models have been implemented for better control of some of the important and difficult-to-control process variables, e.g., OPU in VSF manufacturing lines, and pulp viscosity and whiteness in the Harihar pulp plant. Several AI/ML based soft sensors e.g. real-time contamination detection/removal, early blade breakage detection in fibre cutters, real-time ball fall viscosity measurement, etc., were

successfully implemented in commercial lines and will contribute towards reducing off-spec generation while increasing process consistency. A computer-vision based spinneret inspection system was implemented at Vilayat and BC Kharach units, and is enabling plants to monitor spinneret quality with high resolution. The R&D team combined fundamental physics models with computational fluid dynamics and in partnership with Kharach and Harihar plants helped in debottlenecking fibre dryers, thereby achieving benefits such as throughput enhancement and reductions in steam and soft finish consumption fibre lines. We are confident that as more Digitalisation work-products are implemented, they will usher a transformational change in our Operations' capabilities.

Sustainability continued to be a high priority for us. For a third consecutive year, Birla Cellulose was awarded the highest rating of Dark Green Shirt by the global NGO Canopy, recognising your Business's Sustainability efforts. In the arena of textile recycling and circularity, significant progress was made in the form of successful commercial runs of Liva Reviva made from 30% textile waste, and the commissioning of a mechanical recycling facility at TRADC. With both chemical as well as mechanical recycling capabilities, your Business has become the established industry front-runner in textile recycling. The fibre production units achieved significant progress in reducing consumption ratios of key raw materials. Backed by innovative optimisation concepts and digitalisation, Birla Cellulose Kharach achieved a ~10% increase in MSFE evaporation efficiency. This allowed the unit to increase the recycling of intermediate streams, thereby reducing raw water usage and effluent generation. While the productivity of assets such as MSFEs is being maximised, it is also important to inculcate new and potentially superior technologies. Birla Cellulose Kharach is collaborating with Memsift Technologies for the pilot testing of the cutting-edge membrane evaporation technology. Once implemented, membrane evaporation can lead to ~30% reduction in evaporation energy compared to MSFEs. The pilot scale prototype is expected to be ready this year, and will be extensively tested at Birla Cellulose Kharach. This would constitute the first ever pilot scale demonstration of this novel technology in the MMCF sector.

The uncertainties emanating from Covid-19 and subsequent supply-chain disruptions brought to sharp focus, the need to develop wood pulp alternatives. Birla Cellulose's collaboration with the Australian start-up Nanollose to develop 'tree-free' Excel fibres from food industry waste derived bacterial cellulose has received international recognition The companies jointly won the 'Cellulose Fibre Innovation of the Year' award by Nova Institute, Germany for successful pilot scale demonstration of this innovative technology. This work highlights the power of collaboration for fast-tracking commercial innovation. Birla Cellulose is pursuing collaborative research with several frontline scientific bodies, e.g.

CHLOR-ALKALI & CHLORINE DERIVATIVES

Your Company's Research and Development ('R&D') efforts stand on the five pillars of - Customers, Innovation, Quality, Sustainability and Profitability. We are focusing efforts on cost optimisation, developing new products after understanding customers latent needs and further enhancing our chlorine derivate portfolio

Water Treatment Business being focus, your Company leveraged its R&D Centre for solving water treatment problems in potable water, some major health problems (removal of fluoride from ground water-jointly with MNIT), working on STP supporting the 'Namami Gange' project, providing water & waste-water treatment solutions to Oil & Gas, Power, Pulp & Paper, rubber pyrolysis, quarries, economical solutions for Effluent Treatment Plants.

We have expanded R&D centre in on the Vilayat Site by inaugurating new plastic application lab spread in 5000 sq ft area by on boarding technical experts and high end equipment to offer greener and sustainable solutions to the plastic manufacturing customers. We have filed 1 patent and got approval for 2 patents in the last 12 months.

Your Company's R&D Centre has been approved by the Dept. of Scientific and Industrial Research (DSIR) and is executing collaborative project with many renowned institutes like CSMCRI, CEPT, DST, NEERI, CIFE, CIBA, CLRI, MNIT, IITs, IICT, NCL, etc. Your 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. You became first company granted by BIS for aluminum chlorohydrate product. R&D Centre published research articles/papers and presentations in the area of Water Treatment and Cleaning solutions at various forums like Finest-50 Global Case Studies - Smart Water & Waste World Magazine, CII-ICPC, Chemcon'22, Clean India, Clean Rail solutions and many more.

Your 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 coagulants for water treatment with unique specifications like low cost product for CETP, decolourant for coloured effluent, new product for coating and PVC sheets based on long chain chlorinated paraffin for export markets. Your Company is also developing specialty blends (plastics, water treatment, etc.), new formulations for home and personal care FMCG segment and chemicals for pharmaceutical applications.

Various enhancements in production process have also been undertaken by the team to enhance its efficacy and quality of deliverables. Your Company observed an improvement in production in HSBP plant, resolution of issues in Phosphoric Acid plant, modified recipes in PAC liquid production for better product and standardisation of shelf life for all 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 BioBased 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 specialty 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. Bio-based and high performing molecules are developed via combination of the Company's formulation expertise and properties brought by new bio-based chemistries. Sustainability is one of key drivers of ABG, which has a long standing commitment to sustainability by using bio-products. Various reactive bio-based epoxy diluents of desired viscosities, Epoxy Equivalent Weight ('EEW') and Hydrolyzable chloride ('HyCl') content, mono-, di- and multi-functional epoxy building blocks are developed by R&D.

R&D team is involved in application development in epoxy system solutions for composite segment, wind segment, pipes, LPG gas storage tanks, products for electrical and electronic industries, powder coating segment, adhesives products development, in construction segment, water soluble coating solution for can coating applications, developing products for floor coating and construction segments.

INSULATORS

Your Company's R&D efforts focus on innovation, cost optimisation and introduction of new products to meet customer requirements. Developments during the year included the following:

- New products for HVDC (High Voltage Direct Current Transmission) transmission as per the challenging requirements of the end user.

- Optimised design products for 120 kN and 160 kN A/F.

- Performance enhancement by grade selection and optimisation for metal parts.

- Cost Optimisation and Import Substitution by development of alternate suppliers while maintaining our quality standards.

TEXTILES

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

Your Company has launched:

1. FabroStretch - Comfort Stretch linen range, for tight fit fashion apparels. FabroStretch provides comfort stretch, better recovery and durability.

2. Fabroma- Aroma fragrance linen range, an innovative encapsulated technology-based aroma finish releases fresh aroma upon friction and it is ecofriendly and durable.

Your Company continues to develop blends in both linen and wool with sustainable fibres, such as Silk, Cashmere, Lyocell, Bamboo, etc., we offer organic certified Linen and wool with complete traceability from farm to fashion.

In collaboration with Birla Cellulose, your Company developed Cotton blends with sustainable fibres like Liva Eco, Viscose and Lyocell/Excel fibres.

As a customer centric initiative, your Company has developed wool and wool blends for athleisure/active wear using Super wash technology (First in India).

Your Company is continuously working in collaboration with Aditya Birla Science and Technology Company Private Limited ('ABSTCPL') and other vendors to examine feasibility of developing a hemp value chain in India. Your Company is also working with global partners, e.g., CELC, Wool Mark, Trevira, NanoTex etc., and other specialty fibres and chemical suppliers to explore and develop innovative yarns and fabrics.

Thus, the wide span of the R&D activities addresses the present and future needs of the Textile business.

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, is 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 your 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.

EMPLOYEE STOCK OPTION SCHEMES (ESOS)

ESOS-2006

During the year, the SRC of the Board of Directors allotted 4,510 equity shares of H 2 each of the Company to Stock Option Grantees, pursuant to the exercise of the Stock Options under ESOS-2006. During the year, ESOS-2006 has been completed.

ESOS-2013

During the year, the SRC of the Board of Directors allotted 1,32,190 equity shares of H 2 each of the Company to Stock Option Grantees, pursuant to the exercise of the Stock Options under ESOS-2013.

ESOS-2018

During the year, the NRC approved grant of 5,77,185 Stock Options and 1,82,193 Restricted Stock Units ('RSUs') to the eligible employees, including Managing Director of the Company, under ESOS-2018. The ESOS-2018 is being administered through the Grasim Employees' Welfare Trust (Trust).

1,73,169 equity shares were transferred from the Trust account to the employees account on account of exercise of Stock Options and RSUs by the grantees.

ESOS-2022

Pursuant to the approval of the shareholders at the AGM held on 29^th August 2022, a new scheme viz. 'Grasim Industries Limited Employee Stock Option and Performance Stock Unit Scheme 2022' ('ESOS-2022') has been adopted in terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB & SE Regulations'). The ESOS-2022 is being administered through the Grasim Employees' Welfare Trust ('Trust').

During the year, no Stock Options or PSUs were granted under ESOS-2022.

The details of Stock Options granted pursuant to ESOS-2006 and the Stock Options and RSUs granted pursuant to ESOS-2013 and ESOS-2018, and the other disclosures in compliance with the provisions of the SEBI SBEB & SE Regulations, is available on your Company's website at https://www.grasim.com/Upload/PDF/ esos-disclosure-2023.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.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace. Your 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.

Your Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. There were 4 (four) complaints received during the year, out of which 2 (two) were outstanding as on 31^st March 2023. The Company is committed to providing a safe and conducive work environment to all its employees and associates.

HUMAN RESOURCES

Your 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. Your 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 your Company's talent management process.

• Outstanding Accomplishment in Corporate Excellence Award by CII-ITC Sustainability Awards 2022 - Textiles.

• Linen club was awarded 'Brand Of The Year 2022' by Marksmen Daily in association with India Today.

UPDATE ON MATERIAL ORDERS PASSED BY THE REGULATORS

• 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 crore on your Company in respect of its domestic man-made fibre turnover for the period from 2008-09 to 2011-12. Your 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 crore with NCLAT. 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 your Company (@ H 1 lakh per day for a period of 349 days and continuing thereafter) for non-compliance with its order passed on 16^th March 2020. Your 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.

• 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 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.

• Your 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.

• The Deputy Commissioner of Income Tax ('Assessing Officer') had vide order dated 14^th March 2019 raised a demand of H 5,872 crore on account of dividend distribution tax (including interest) alleging that the demerger of Financial Services Business is not a qualified demerger and holding that the value of shares allotted by Aditya Birla Capital Limited ('ABCL') to the shareholders of the Company in consideration of the transfer and vesting of the Financial Services Business into ABCL pursuant to duly approved Scheme of Arrangement, amounted to distribution of dividend by the Company.

In first appeal the Commissioner of Income Tax ('C IT') (Appeal) had upheld the order of the Assessing Officer and reduced the quantum of demand from H 5,872 crore to H 3,786 crore. In second appeal, the Hon'ble Tribunal vide order dated 30^th November 2022 held that the demerger qualifies the

conditions laid down under the Income Tax Act. Following the order of the Hon'ble Tribunal, the Assessing Officer vide order dated 5^th January 2023 deleted the demand of H 3,786 crore.

• Further, the Assessing Officer had passed draft assessment order for the AY 2018-19 on 30^th September 2021 and corollary to the earlier order referred above, proposed addition of H 22,772 crore towards capital gains.

Your Company had filed objections before Dispute Resolution Panel ('DRP') against the draft order passed by the Assessing Officer. The DRP had vide order dated 30^th June 2022 allowed

the objection of the Company that the demerger was a tax compliant demerger as all the conditions of Section 2(19AA) of the Act are fulfilled. The Assessing Officer has passed final assessment order dated 26^th July 2022 and dropped the proposed addition of capital gains.

• Your Company has not made any provision in the books of account in view of the decision of the Hon'ble Tribunal.

CONVENING ANNUAL GENERAL MEETING (AGM) THROUGH AUDIO-VISUAL MEANS FACILITY

The Ministry of Corporate Affairs ('MCA') has vide its General Circulars No. 14/2020 dated 8^th April 2020, No. 17/2020 dated 13^th April 2020, No. 20/2020 dated 5^th May 2020, No. 02/2021 dated 13^th January 2021, No. 2/2022 dated 5^th May 2022 and No. 10/2022 dated 28^th December 2022 and SEBI Circulars No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12^th May 2020 and No. SEBI/HO/ CFD/CMD2/CIR/P/2021/11 dated 15^th January 2021, No. SEBI/HO/ CFD/CMD2/CIR/P/2022/62 dated 13^th May 2022 and No. SEBI/ HO/CFD/PoD-2/P/CIR/2023/4 dated 5^th January 2023 issued by the Securities and Exchange Board of India ('SEBI') (collectively referred to as 'MCA and SEBI Circulars') permitted convening the AGM through Video Conference ('VC')/Other Audio-Visual Means ('OAVM'), without the physical presence of the Members at a common venue. In compliance with the MCA and SEBI Circulars, applicable provisions of the Act and the Listing Regulations, the 76^th AGM of your Company is being convened and conducted through VC / OAVM.

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 your 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. Issue of shares (including sweat equity shares) to employees of your 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 your Company;

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your 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 your Company's performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

For and on behalf of the Board

Kumar Mangalam Birla

Chairman

New Delhi, 26^th May 2023 (DIN: 00012813)