REVIEW OF OPERATIONS

In FY25, the Company posted a consolidated turnover of
H 10,831 Crores (USD 1.3 billion), up 12% from the previous
year. The underlying domestic volume growth for the year was 5%
and constant currency growth in the international business was
14%. The business delivered operating profit of H 2,139 Crores,
up 6% over the last year. The operating margin stood at 19.7%,
down ~125 bps from the previous year. Recurring net profit
after tax was at H 1,593 Crores, a growth of 8% over the last
year on a like-to-like basis.

The domestic business achieved a turnover of H 8,110 Crores, a
growth of 14% over last year, aided by pricing interventions in
core categories in response to a sharp rise in input costs during
the year. Volume growth stood at 5%, underscoring a resilient
performance across core portfolios and the accelerated scale-
up of new businesses. Operating margin of the India business
was at 20.2% in FY25 vs. 22.4% in the previous year. The
moderation in margin was attributed to elevated copra and
vegetable oil prices, which were partially mitigated through
pricing actions in core portfolios.

The International business posted a turnover of H 2,721 Crores,
a growth of 8% over the last year. The business reported constant
currency growth of 14%, maintaining strong momentum despite

macro-economic headwinds in select markets. Operating margin
of the International business was at 27.9% in FY25 vs. 26.8% in
the previous year, driven by premiumisation of portfolios across
markets and operating leverage from accelerated scale-up of the
MENA and South African businesses.

Further details on Marico's business, outlook, financial and
operational performance, subsidiary/segment-wise overview,
etc. are provided as part of the Management Discussion and
Analysis Report.

There are no material changes and commitments affecting
the financial position of your Company, which have occurred
between the end of FY25 and the date of this report.

Further, there has been no change in the nature of business
of the Company.

RESERVES

There is no amount proposed to be transferred to the Reserves.

DIVIDEND

Your Company's wealth distribution philosophy aims at sharing
its prosperity with its shareholders, through a formal earmarking/
disbursement of profits to its shareholders while retaining sufficient
profits in the business for various purposes. In accordance with
Regulation 43A of the SEBI Listing Regulations, the Company has
adopted the Dividend Distribution Policy, which details various
parameters subject to consideration of which the Board may
recommend or declare Dividend, including working capital and
capital expenditure requirements, funds required for acquisitions,
reducing debt, contingencies, etc. The Dividend Distribution
Policy is available on the Company's website at https://marico.
com/investorspdf/Dividend Distribution Policy.pdf.

Based on the principles and factors enunciated in the above
policy, your Company paid an Interim Dividend of H 3.50 per
equity share of H 1 each aggregating to H 453.34 Crores to
equity shareholders during FY25, as declared by the Board on
January 31,2025. Further, a Final Dividend of H 7.00 per equity
share of H 1 each for the financial year ended 2024-25 has been
recommended by the Board on May 2, 2025 to the Members for
approval at the ensuing 37^th Annual General Meeting ("AGM")
of the Company. The Final Dividend, if approved by the Members,
shall be paid on or before September 7, 2025 to the Members
whose names appear in the Register of Members as on Friday,
August 1, 2025, being the record date fixed for this purpose.

The total Dividend for the financial year, including the proposed
Final Dividend to equity shareholders, amounts to H 10.50 per
equity share. Thus, the dividend pay-out ratio is 85% of the
recurring consolidated net profit after tax as compared to 83%
in the previous year. Your Company is in compliance with the
Dividend Distribution Policy as approved by the Board.

The Members are requested to note that pursuant to the
provisions of the Income Tax Act, 1961, as amended by the
Finance Act, 2020, dividends paid or distributed by the

Company shall be taxable in the hands of the Members. Your
Company shall therefore deduct tax at source ("TDS") (at
the applicable rates) at the time of payment of the Dividend.
For further details related to TDS on Dividend, please refer to
Note 14 of the Notice of 37^th AGM.

CHANGES IN SHARE CAPITAL

During FY25, the paid-up equity share capital of the Company
increased from H 129.41 Crores to H 129.55 Crores, consequent to
allotment of 13,95,771 equity shares of H 1 each upon exercise of
stock options under the Marico Employee Stock Option Plan, 2016.

SUBSIDIARIES

A list of bodies corporate which are subsidiaries of your Company
is provided as part of the notes to the Consolidated Financial
Statements. The following developments took place with regard
to subsidiaries of Marico during FY25:

• Marico Bangladesh Limited continues to be the material
subsidiary of the Company, in terms of provisions of
Regulation 16(1)(c) of the SEBI Listing Regulations.

• On September 17, 2024, your Company acquired balance
equity stake of 40% in Apcos Naturals Private Limited from
the existing shareholders and consequently, it became a
wholly owned subsidiary of the Company.

• Cocosecrets Consumer Care LLC was incorporated as a wholly
owned subsidiary of the Company on October 14, 2024
in the State of Delaware, USA.

• Post regulatory approvals in Vietnam, Beauty X Joint Stock
Company, a wholly owned step-down subsidiary, merged
with Marico South East Asia Corporation, a wholly owned
subsidiary (effective date of the merger is July 28, 2024),
and its operations ceased on March 25, 2025.

In accordance with Section 129(3) of the Act, a separate statement
containing the salient features of the financial statements of all
subsidiaries and associate companies/joint ventures, if any, in
prescribed Form AOC - 1 forms part of this Report. The statement
also provides details of performance and financial position of
each of the subsidiaries.

The audited financial statements together with related information
and other reports of each of the subsidiary companies are
available on the Company's website at https://marico.com/
india/investors/documentation/annual-reports and the same
are also available for inspection by the Members. Any Member
desirous of inspecting the said financial statements or obtaining
copies of the same may write to the Company Secretary &
Compliance Officer at investor@marico.com.

In line with the requirements of the Act and SEBI Listing Regulations,
your Company has approved a policy for determining material
subsidiaries and the same is available on the Company's website
at https://marico.com/investorspdf/Policy for Determination
of Material Subsidiary.pdf. The Board at its meeting held on

January 31, 2025, based on the recommendation of Audit
Committee, approved revisions to the policy to incorporate
amendments to the SEBI Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of the loans, guarantees and investments, as required
under Section 186 of the Act and Schedule V of the SEBI Listing
Regulations, are provided as part of the notes to the financial
statements of the Company.

The Board at its meeting held on May 2, 2025, approved a
proposal for enhancement of existing limits for loans, guarantees,
securities and investments under Section 186 of the Act, subject
to approval of Members at the 37^th AGM. Requisite information
in this regard is provided as part of the Notice of 37^th AGM.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis forms an
integral part of this Report and gives an update, inter-alia, on
the following matters:

• Economic Scenario

• Industry structure and developments

• Segment-wise overview of business performance

• Financial Overview

• Shareholder Value

• Outlook

• Human Resources

• Information Technology & Digital

• Risk Management

• Internal control systems and their adequacy

• Enterprise Risk Management Framework

• Internal Financial Controls

BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL

Your Company actively seeks to adopt global best practices for
an effective functioning of the Board and believes in having a
truly diverse Board whose wisdom and strength can be leveraged
for creating greater stakeholder value, protection of their interests
and better corporate governance. Marico's Board comprises
eminent persons with proven competence and integrity, who
bring in vast experience and expertise, strategic guidance and
leadership qualities.

As on March 31 , 2025, the Board consisted of one
Executive Director, six Independent Directors (including two
Women Independent Directors) and four Non-Executive
Non-Independent Directors.

The Independent Directors are Non-Executive Directors as
defined under Regulation 16(1)(b) of the SEBI Listing Regulations
and Section 149(6) of the Act. The Company has received
requisite declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence
prescribed under Section 149(6) of the Act read with Rule 5 of the
Companies (Appointment and Qualification of Directors) Rules,
2014 and Regulation 16(1)(b) of the SEBI Listing Regulations.

As per Regulation 25(8) of the SEBI Listing Regulations, the
Independent Directors have also confirmed that they are not
aware of any circumstance or situation that exists or may be
reasonably anticipated that could impair or impact their ability
to discharge their duties with an objective independent judgment
and without any external influence.

In the opinion of the Board, all the Independent Directors satisfy
the criteria of independence as defined under the Act, rules
framed thereunder and the SEBI Listing Regulations, and that they
are independent of the Management of the Company.

The Board has taken on record the declarations and confirmations
submitted by the Independent Directors after undertaking due
assessment of the veracity of the same.

In the opinion of the Board, all Independent Directors possess
requisite qualifications, experience, expertise, proficiency
and hold high standards of integrity for the purpose of Rule
8(5)(iiia) of the Companies (Accounts) Rules, 2014. In terms of
the requirements under the SEBI Listing Regulations, the Board
has identified list of key skills, expertise and core competencies of
the Board, including the Independent Directors, details of which
are provided as part of the Corporate Governance Report.

As required under Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all the Independent
Directors have registered themselves with the Independent Directors
Databank and also completed the online proficiency test conducted
by the Indian Institute of Corporate Affairs, wherever required.

The Board met four times during FY25 on May 6, 2024,
August 5, 2024, October 29, 2024 and January 31, 2025.
Necessary quorum was present for all the meetings. The maximum
interval between any two meetings did not exceed 120 days.

CHANGES IN DIRECTORS AND KEY
MANAGERIAL PERSONNEL

I. Appointment/Re-appointment of Directors

In terms of the Company's Policy on Nomination, Remuneration
and Evaluation, the Board at its meeting held on February
27, 2024, based on the recommendation of Nomination

and Remuneration Committee ("NRC"), and considering
Mr. Nikhil Khattau's experience, expertise, skills and
contributions as part of his long-standing association
with the Company, approved his appointment as a
Non-Independent Non-Executive Director of the Company
with effect from April 1, 2024, upon completion of his tenure
as an Independent Director. Subsequently, the Members
approved the aforesaid appointment vide resolution dated
April 7, 2024 passed through postal ballot.

The Board at its meeting held on May 2, 2025, based on
the recommendation of NRC, approved the below matters
subject to approval of Members at the 37^th AGM:

1. Re-appointment of Mr. Saugata Gupta (DIN: 05251806)
as the Managing Director & CEO ("MD & CEO") of the
Company for a term of 2 (two) years with effect from
April 1,2026 to March 31,2028, not liable to retire by
rotation, and terms thereof including remuneration.

2. Continuation of Directorship of Mr. Harsh Mariwala
(DIN: 00210342) as a Non-Executive Director, pursuant
to the provisions of Regulation 17(1A) of SEBI Listing
Regulations, as Mr. Harsh Mariwala will attain the
age of 75 (seventy-five) years in the year 2026.

The Company has received requisite notices in writing,
proposing the candidature of Mr. Saugata Gupta for
re-appointment as MD & CEO under Section 160 of the
Act. The Board recommends the aforesaid re-appointment/
continuation of Directorship to the Members for approval.
Relevant details pertaining to the proposals, including terms
of appointment and remuneration, are provided as part of
the Notice convening the 37^th AGM.

Further, in accordance with the provisions of Section
152 of the Act read with the rules made thereunder
and the Articles of Association of the Company,
Mr. Harsh Mariwala, Non-Executive Director, retires by
rotation at the 37^th AGM and being eligible, has offered
himself for re-appointment. Based on the recommendation
of NRC, the Board has recommended for the approval of
the Members, re-appointment of Mr. Harsh Mariwala as
a Non-Executive Director at the 37^th AGM. A brief profile
of Mr. Harsh Mariwala and other requisite information are
provided as part of the Notice of 37^th AGM.

II. Lead Independent Director

As a measure of enhanced corporate governance and
increased Board effectiveness, the Board based on the
recommendation of the NRC, appointed Mr. Milind Barve
(DIN: 00087839), Independent Director, as the Lead
Independent Director amongst the Independent Directors
with effect from November 1,2024. The Lead Independent
Director inter-alia presides over separate meeting(s)
of the Independent Directors as Chairperson, acts as a
representative of Independent Directors and carries out such

other roles and responsibilities as may be assigned by the
Board or group of Independent Directors from time to time.

III. Key Managerial Personnel

Other than the proposal for re-appointment of Mr. Saugata
Gupta as MD & CEO as aforesaid, there were no changes
in the Key Managerial Personnel of your Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors of
your Company, to the best of their knowledge and based
on the information and explanations received from the
Company, confirm that:

a. in the preparation of the annual financial statements for
the financial year ended March 31, 2025, the applicable
accounting standards have been followed and there are no
material departures from the same;

b. the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of your Company as
at March 31, 2025 and of the profit of your Company for
the said period;

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

d. the annual accounts have been prepared on a 'going
concern' basis;

e. proper internal financial controls to be followed by the
Company were laid down and such internal financial
controls are adequate and were operating effectively; and

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

PERFORMANCE EVALUATION

Your Company believes that the process of performance
evaluation at the Board level is pivotal to Board Engagement
and Effectiveness. The policy and criteria for Board Evaluation
is duly approved by NRC. Performance evaluation is facilitated
by the Chairman of the Board who is supported by the Chairman
of NRC. This process at Marico is conducted through structured
questionnaires which cover various aspects of the Board's
functioning such as adequacy of the composition of the Board and
its Committees, Member's strengths and contribution, execution
and performance of specific duties, obligations and governance.

Evaluation of Committees of the Board was based on criteria such
as adequacy of Committee composition, adherence to charter

and laying down the full year agenda, role of Chairperson
including allocation of time and eliciting contributions from all
Committee Members, effectiveness of Committee's performance
and quality of support/recommendation to the Board, etc.

Evaluation of Directors was based on criteria such as preparedness
and participation in discussions, quality of inputs, managing
Board relationships, understanding of corporate governance
framework, financial reporting, industry and market conditions,
exercising independent judgment, etc.

Evaluation of the Board was based on criteria such as
information architecture, Board dynamics and composition, focus
on substantive issues, capacity building and future readying the
organisation, governance mechanisms, etc.

In addition to the questionnaires, detailed one-on-one
in-sighting is carried out annually by the Chairman of the
NRC with individual Board Members. Feedback is also taken

from Senior Management Personnel on relevant aspects of
Board functioning and shared with the Chairman of the NRC.
A quantitative analysis and Board Effectiveness presentation with
in-sighting feedback and trends is shared by the Chairman of the
NRC with all Board Members. Thereafter, the following process is
followed to assimilate and process the feedback:

• A meeting of the Independent Directors is held wherein
performance of Non-Independent Directors including the
MD & CEO, Chairman of the Board and of the Board as a
whole is evaluated.

• The entire Board discusses the findings of the evaluation with
the Independent Directors and also evaluates the performance
of the Individual Directors including the MD & CEO,
the Board as a whole and all Committees of the Board.

• As an outcome of the above process, individual feedback
is shared with each Director subsequently during the year.

For the year under review, the performance evaluation exercise
conducted has resulted in identification of following focus areas,
for the Company to work upon in the coming years:

1. Propelling the Marico 3.0 journey- the Board and
management will continue to focus on strengthening the
foundational blocks for creating a future-ready digital
first organization. In the medium-term, focus will be
on accelerated transformation and innovation, while
simultaneously strengthening the core business. Continued
emphasis at the Board level on strategic risk management,
artificial intelligence and cyber security, evaluation of
inorganic growth opportunities, strengthening processes
and systems coupled with robust monitoring, to mitigate key
risks covering channel and GT disruption (including growth
of organized trade), volatility in international markets,
geo-political developments, increasing cost and inflation, etc.

2. Strengthening leadership talent pipeline- increased focus
and efforts on building a robust leadership pipeline
at Senior Management levels as well as key functional
levels within the organization. Mentoring the MD & CEO
and Senior Management team with specific emphasis
on building capabilities across levels for a future-ready
agile organization, driving profitable business growth
and successful integration of culture and practices with
acquired D2C business.

3. Board effectiveness- continued strengthening of Board
dynamics and effectiveness, with the objective of fostering
a cohesive and high-performing Board. Ongoing
engagement with Board Members on strategic priorities,

businesses and brands, policies and processes, as well as
relevant industry developments.

4. Accelerating Sustainability- stemming from the firm
belief that an organization has a key role in the societal
development, Marico as a responsible corporate citizen
has always considered sustainability as a core business
imperative that actively informs and shapes key decisions
across the enterprise. Under its Sustainability 2.0 roadmap,
the Management and Board will continue to focus on
taking significant strides in its sustainability journey, with
a strong focus on reducing its environmental footprint and
promoting responsible business practices as part of its ESG
2030 commitments.

5. For the Board Committees, the following focus areas will
continue for the coming year:

a. Audit Committee: enhancing governance and
controls across international business units through a
structured framework implemented by Management
and monitored by the Audit Committee. Stringent
oversight on the processes for maintaining continued
rigour in implementation of the GRC policies,
processes and systems in the Company including
oversight on related party transactions, controls for
prevention of insider trading, comprehensive internal
audits, cyber security, etc.

b. Nomination and Remuneration Committee:

i. Strengthening the top talent pipeline and
succession planning for the MD & CEO and
Senior Management Personnel.

ii. Enabling cultural and values drivers necessary
for building a future-ready Marico. Continued
implementation of progressive human resource
policies and practices, enabling an inclusive
culture with diverse talent across gender,
ability and thought.

c. Corporate Social Responsibility Committee: evaluating
the impact created by Company's CSR programs
over the last 5 years. Laying down the CSR strategy
roadmap for 2030, based on the core CSR philosophy
of "Make a Difference" and after considering learnings
from on-ground implementation and independent
impact assessment. Continued focus on enhancing
long-term sustainability and impact of programs.

d. Risk Management Committee: Implementation of ERM
2.0, involving a comprehensive refresh of enterprise
level risks, formulation of key risks in line with evolving
business environment, integration of risks KPIs into
strategic business plans and priorities, adoption of
mitigation plans and its effective monitoring by the
Management, Risk Management Committee and
Board of Directors through a robust system for tracking
efforts and outcome metrics for risk mitigation.

The Board is also committed to review the progress on these
priorities during the annual Board Retreats held every year.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE
(ESG) AND BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

At Marico, sustainability is considered to be a strategic business
imperative - an impact multiplier that actively informs and
shapes key decisions across the enterprise. Sustainability has
been deeply integrated into the organizational ethos, catalysing
our transformation toward an environmentally safe, ethically
responsible and socially inclusive future. This journey is driven
by a well-established and evolving sustainability governance
structure, adherence to the highest standards of ethical conduct,
and a comprehensive approach to identifying and mitigating
ESG-related risks. It is further reinforced by ambitious and
forward-looking targets focused on transitioning to low-carbon
energy sources, reducing greenhouse gas (GHG) emission
intensity, advancing water stewardship, embedding principles
of responsible sourcing, and reimagining sustainable packaging
interventions across your Company's product portfolio.

In alignment with your Company's long-standing commitment
to sustainable value creation and stakeholder-centric growth,
Marico continues to accelerate its efforts under the 'Sustainability 2.0'
Framework - a comprehensive and outcomes-driven roadmap
launched in FY22. The framework sets out over 50 KPIs spanning
the environmental, social, and governance dimensions, which
together form the cornerstone of our sustainability strategy
through to 2030. These KPIs are aligned with Marico's aspiration
to build a future-ready organization that not only delivers

consistent business growth but also creates holistic value for
all stakeholders, including employees, consumers, partners,
investors, and the broader community.

The Sustainability 2.0 roadmap is designed to reduce our
environmental footprint, reinforce our social license to operate,
and enhance the transparency, efficiency and responsiveness of
our corporate governance practices. In doing so, it provides a
structured pathway for Marico to balance financial performance
with societal impact in a rapidly evolving operating environment.

To operationalize the Sustainability 2.0 agenda, Marico has
adopted an extensive 8-point commitment aimed at driving
systemic change across key focus areas. These include:

• Achieving Net Zero emissions across domestic

operations by 2030

• Enhancing water stewardship through responsible usage
and replenishment strategies

• Driving a transition to a circular economy by maximizing
resource efficiency and minimizing waste

• Embedding responsible sourcing principles across

the value chain

• Promoting inclusivity and diversity as central tenets of our
workplace culture

• Upholding human rights and ethical business conduct

• Improving Product Stewardship with a focus on brand
purpose and sustainable innovation

• Strengthening Governance mechanisms to improve
transparency and accountability

At Marico, we recognize that transparency and accountability
are not just regulatory obligations, they are strategic imperatives
that strengthen stakeholder trust and reinforce our social
contract. Marico views disclosure practices as vital instruments
to communicate its long-term vision, business performance, ESG
progress and the tangible value created for diverse stakeholder
groups over time.

Accordingly, our seventh Integrated Annual Report, not only
outlines the progress we have made but also articulates a new
set of sustainability and business goals that will guide our short,
medium and long-term value creation journey. The report reflects
our proactive stance on emerging global and domestic disclosure
norms and evolving stakeholder expectations.

Additionally, in keeping with the latest regulatory developments
and to further enhance the quality and credibility of our ESG
disclosures, Marico is publishing its third Business Responsibility
and Sustainability Report ("BRSR"), in line with SEBI's mandated
reporting requirements. This is complemented by an Independent
Reasonable Assurance Report on the BRSR Core, conducted
by an independent third-party assurance provider, thereby
underscoring our commitment to data integrity, transparency,
and continuous improvement.

The financial sections of BRSR are presented in line with the
requirements of the Act read with the rules made thereunder, the
Indian Accounting Standards, the SEBI Listing Regulations and the
requisite Secretarial Standards issued by the Institute of Company
Secretaries of India. The non-financial section (Sustainability and
Corporate Social Responsibility) is presented in conformance to
the Global Reporting Initiative (GRI) Standard (2021 PLUS), the
UN Sustainable Development Goals (SDGs) and other sector
relevant international sustainability disclosure guidelines.

AUDIT COMMITTEE & AUDITORS
AUDIT COMMITTEE

Your Company has constituted an Audit Committee which
performs the roles and functions as mandated under the Act, the
SEBI Listing Regulations and such other matters as prescribed by
the Board from time to time. The detailed terms of reference of
the Audit Committee, attendance at its meetings and other details
have been provided in the Corporate Governance Report. As
on the date of this Report, the Audit Committee consists of four
Independent Directors, Mr. Milind Barve, Ms. Apurva Purohit,
Mr. Ananth Sankaranarayanan and Ms. Nayantara Bali.
Mr. Milind Barve, Lead Independent Director, is the Chairman of
the Audit Committee.

During the year under review, the Board has accepted the
recommendations of the Audit Committee on various matters.
There have been no instances where such recommendations have
not been accepted.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act, the
Members at the 34^th AGM held on August 5, 2022 approved the
re-appointment of M/s. B S R & Co. LLP, Chartered Accountants
(Firm registration No. 101248W/W-100022), as the Statutory
Auditors of the Company for a second term of 5 (five) consecutive
years, from the conclusion of 34^th AGM upto the conclusion of
39^th AGM to be held in the year 2027. Accordingly, the Statutory
Auditors will hold office until the conclusion of 39^th AGM
of the Company.

The Auditor's Report on the financial statements of the Company
for the financial year ended March 31, 2025 forms part of the
Annual Report. The said report was issued by the Statutory
Auditors with an unmodified opinion and does not contain any
qualifications, reservations or adverse remarks. During the year
under review, the Auditors have not reported any fraud under
Section 1 43(1 2) of the Act and therefore disclosure of details
under Section 134(3)(ca) of the Act is not applicable. The Audit
Committee periodically reviews the independence of Auditors
through quarterly affirmations, review of non-audit services,
internal checks and balances to mitigate conflict of interest, etc.

COST AUDITORS

In terms of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, the Company is required to

maintain cost accounting records and have them audited every
year. Your Company has made and maintained the cost accounts
and records, as required. Accordingly, the Board at its meeting
held on May 2, 2025, based on the recommendation of the
Audit Committee, appointed M/s. Ashwin Solanki & Associates,
Cost Accountants (Firm registration no.: 100392), as the Cost
Auditors of the Company to conduct audit of the cost records for
the financial year ending on March 31,2026. A remuneration of
H 10,50,000/- (Rupees Ten Lakhs and Fifty Thousand only) plus
applicable taxes and out of pocket expenses, has been fixed for
the Cost Auditors, subject to the ratification of such fees by the
Members at the 37^th AGM. Accordingly, the matter relating to
ratification of the remuneration payable to the Cost Auditors for the
financial year ending on March 31,2026 forms part of the Notice
of the 37^th AGM. The Company has received requisite consent and
certificate of eligibility from M/s. Ashwin Solanki & Associates.

During the year under review, the Cost Auditor has not reported
any fraud under Section 143(12) of the Act and therefore
disclosure of details under Section 134(3)(ca) of the Act is
not applicable.

SECRETARIAL AUDITOR

Pursuant to the amended provisions of Regulation 24A of the
SEBI Listing Regulations read with Section 204 of the Act and
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board at its meeting held on
May 2, 2025, based on the recommendation of the Audit
Committee and subject to approval of the Members at the
37^th AGM, approved the appointment of Dr. K. R. Chandratre,
Practising Company Secretary (FCS No.: 1370, C.P. No.:5144)
as the Secretarial Auditor of the Company for a term of 5
(five) consecutive years commencing from the conclusion of
ensuing 37^th AGM upto the conclusion of 42^nd AGM of the
Company to be held in the year 2030, for the audit period
from financial year 2025-26 and till financial year 2029-30.
The aforesaid appointment has been recommended based on
evaluation of various factors such as Dr. K. R. Chandratre's
independence, industry experience, skills, expertise and quality
of audit and based on the fulfillment of the eligibility criteria
and qualifications prescribed under the Act and SEBI Listing
Regulations. The Company has received requisite consent and
certificate of eligibility from Dr. K. R. Chandratre confirming that
he is not disqualified from being appointed as the Secretarial
Auditor of the Company and he satisfies the prescribed eligibility
criteria. Accordingly, the matter relating to appointment of
Dr. K. R. Chandratre as Secretarial Auditor, alongwith his brief
profile and other requisite information, forms part of the Notice
of the 37^th AGM.

The Secretarial Audit Report and the Secretarial Compliance
Report does not contain any qualifications, reservations or
adverse remarks. The Secretarial Audit Report in Form MR-3 for
FY25 is enclosed as "Annexure A" to this report. During the
year under review, the Secretarial Auditor has not reported any
fraud under Section 143(12) of the Act and therefore disclosure
of details under Section 134(3)(ca) of the Act is not applicable.

RISK MANAGEMENT

Your Company believes that Risk Management is an integral
and important aspect of Corporate Governance. It is a strategic
enabler embedded across all levels of decision-making and
is closely aligned with the Company's business strategy and
operational objectives. A robust Risk Management Framework
ensures adequate controls and monitoring mechanisms for
smooth and efficient running of the business. Regular risk
assessments, scenario planning and stress testing are conducted
to evaluate preparedness and refine the Company's response
strategies. Your Company believes that robust risk management is
the cornerstone of protecting and maximizing shareholder value.
As stated earlier, your Company has embarked on the ERM 2.0
journey to stay ahead of the curve and become Risk Intelligent.

The key cornerstones of your Company's Risk

Management Framework are:

• A well-defined risk management policy;

• Structured Enterprise Risk Management (ERM) Program;

• Periodic assessment and prioritization of risks that affect the
business of your Company;

• Development and deployment of risk mitigation plans to
reduce vulnerability to prioritized risks;

• Focus on both the results and efforts required to
mitigate the risks;

• Defined review and monitoring mechanism wherein the
functional teams, senior management, Risk Management
Committee ("RMC"), Audit Committee and the Board
review the progress of the mitigation plans;

• Comprehensive ERM Framework;

• Integration of Risk Management with strategic business
plan, annual operating plans, performance management
system and significant business decisions;

• Constant scanning of external environment for new and
emerging risks;

• Wherever applicable and feasible, defining the risk appetite
and implementing adequate internal controls to ensure that
the limits are adhered to;

Your Company has also put in place a robust Crisis Management
Framework monitored by internal crisis management committee
which is responsible for laying out crisis response mechanism,
communication protocols, and periodic training and competency
building around crisis management.

Your Company has in place an RMC chaired by the Lead
Independent Director, which assists the Board in monitoring
and overseeing implementation of the risk management policy,
including evaluating the adequacy of risk management systems
and such other functions as mandated under the SEBI Listing

Regulations and as the Board may deem fit from time to time.
The composition, detailed terms of reference of the RMC and
attendance at its meetings are provided as part of the Corporate
Governance Report.

In terms of the applicable provisions of the SEBI Listing
Regulations, your Board has adopted a Risk Management Policy,
which is available on the Company's website at https://marico.
com/investorspdf/Risk Management Policy.pdf.

Further details of the Risk Management Framework of the
Company are provided as part of the Integrated Annual Report.

INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integral part of the risk
management process which in turn forms part of Corporate
Governance addressing financial and financial reporting
risks. The Internal Financial Controls have been documented
and embedded in the business processes. Your Company has
deployed the principles enunciated below to ensure adequacy of
Internal Financial Controls with reference to:

• Effectiveness and efficiency of operations

• Reliability of financial reporting

• Compliance with applicable laws and regulations

• Prevention and detection of frauds

• Safeguarding of assets

Your Company has defined policies and standard operating
procedures for all key business processes to guide business
operations in an ethical and compliant manner. Compliance with
these policies is ensured through periodic self-assessment as well
as internal and statutory audits. The Company has robust ERP and
other supplementary IT systems which are an integral part of internal
control framework. The Company continues to constantly leverage
technology in enhancing the internal controls. The Company also
uses data analytics to identify trends and exceptions to pro-actively
monitor any control deviations for corrective action. The Company
regularly scans risks, identifies and deploys new age tools and
technologies to strengthen the internal controls in the digital and
automated environment. The Company also regularly identifies,
assesses and reviews risks arising out of access control and
segregation of duty and mitigates the same with internal controls.

Your Board reviews the internal processes, systems and the
internal financial controls and accordingly, the Directors'
Responsibility Statement contains a confirmation as regards
adequacy of the internal financial controls. Assurances on the
effectiveness of Internal Financial Controls is obtained through
management reviews, self-assessment, continuous monitoring by
functional heads as well as testing of the internal financial control
systems by the internal auditors during the course of their audits.
The Company believes that these systems provide reasonable
assurance that its internal financial controls are designed
effectively and are operating as intended.

On a voluntary basis, your Company's material subsidiary,
Marico Bangladesh Limited ("MBL") has also adopted this
framework and its progress is reviewed by MBL's Audit Committee
and its Board of Directors, which exhibits Marico's commitment to
good governance at a group level.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing
Regulations as amended from time to time, the Company has
adopted a Policy on Related Party Transactions ("RPT Policy").
The RPT Policy captures framework for Related Party Transactions
and intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions with related
parties. The Board at its meeting held on January 31, 2025,
based on recommendation of Audit Committee, approved
revisions to the RPT Policy to incorporate amendments to the SEBI
Listing Regulations. The amended RPT Policy is available on the
website of the Company at https://marico.com/investorspdf/
policy-related-party-transactions.pdf.

All transactions with related parties and subsequent material
modifications are placed before the Audit Committee for its
review and approval. The Audit Committee is fully independent
and comprises four Independent Directors. If any Director is
interested in any transaction with related parties, such Director
shall not be present during discussions and shall abstain from
voting on the concerned matter. Before the commencement of
each financial year, an omnibus approval from Audit Committee
is obtained for related party transactions for such year which
are repetitive in nature, based on the approved criteria. In case
of transactions which are unforeseen, the Audit Committee
grants an approval to enter into such unforeseen transactions,
provided the transaction value does not exceed the limit of
H 1 Crore per transaction in a financial year. The Audit Committee
reviews all transactions entered into pursuant to the omnibus
approvals so granted (including long-term or recurring RPTs), on
a quarterly basis.

All transactions with related parties entered into during FY25
were at arm's length basis and in the ordinary course of
business and in accordance with the provisions of the Act and
rules made thereunder, the SEBI Listing Regulations and the
Company's RPT Policy.

During the year under review, there were no transactions for which
consent of the Board was required to be taken in terms of Section
188(1) of the Act and accordingly, no disclosure is required
in respect of the related party transactions in Form AOC-2
under Section 134(3)(h) of the Act and rules framed thereunder.
Further, there were no material related party transactions in terms
of the SEBI Listing Regulations requiring approval of the Members
during the year under review. Attention of the Members is drawn
to note no. 30 of the standalone financial statements setting out
the disclosures on related party transactions for FY25.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your
Company has filed the reports on related party transactions with
the Stock Exchanges within statutory timelines.

NOMINATION AND REMUNERATION
COMMITTEE AND COMPANY'S POLICY ON
NOMINATION, REMUNERATION, BOARD
DIVERSITY, EVALUATION AND SUCCESSION

Your Company has in place an NRC which performs the functions
as mandated under the Act, the SEBI Listing Regulations and such
other functions as prescribed by the Board from time to time. The
composition of NRC, attendance at its meetings and other details
have been provided as part of the Corporate Governance Report.

In terms of the applicable provisions of the Act read with the
rules framed thereunder and the SEBI Listing Regulations, your
Board has approved the Policy for appointment, removal and
remuneration of Directors, Key Managerial Personnel ("KMP")
and Senior Management Personnel ("SMP") and also on Board
Diversity, Succession Planning and Evaluation of Directors
("NRE Policy"). The remuneration paid to Directors, KMP
and SMP of the Company are as per the terms laid down in the
NRE Policy. The MD & CEO of your Company does not receive
remuneration or commission from any of the subsidiaries of your
Company. The Board at its meeting held on January 31, 2025,
based on recommendation of NRC, approved revisions to the NRE
Policy to incorporate amendments to the SEBI Listing Regulations.

The salient features of this Policy are outlined in the Corporate
Governance Report and the amended NRE Policy is available
on the Company's website at https://marico.com/investorspdf/
Policy on Nomination, Remuneration and Evaluation.pdf.

MARICO EMPLOYEE BENEFIT PLAN

Marico Employee Stock Option Plan, 2016

At the 28^th AGM held on August 5, 2016, the Members
approved institution of the Marico Employee Stock Option Plan,
2016 ("Marico ESOP 2016 Plan" or "Plan") as a long-term
incentive plan for grant of employee stock options ("Options")
to eligible employees of the Company including the MD & CEO
and that of its subsidiaries, whether in India or outside India
("Eligible Employee"), which was further amended by the
shareholders vide resolutions dated May 1 4, 2022 passed
through Postal Ballot. Objective of the Plan is to align the interests
of employees with those of the shareholders in driving long¬
term value creation. Since its implementation, the Plan has been
effectively functioning as a framework to reward and retain
employees, fostering a sense of ownership and commitment
towards the Company's growth and profitable performance.

The NRC is entrusted with the responsibility of administering
the Plan and the scheme(s) notified or to be notified thereunder,
from time to time.

The Board at its meeting held on May 6, 2024 approved
amendments to the Marico ESOP 2016 Plan, authorizing the
NRC to extend the exercise period of vested options in the
event of separation of employee(s) due to various reasons such
as death, permanent disability, retirement, resignation or other
separations, subject to the overall period being within 5 years
from the date of vesting, currently stipulated as the maximum
exercise period under the Plan. The aforesaid amendments were
approved by the Members at their 36^th AGM held on August 9,
2024. It is hereby affirmed that the aforesaid variations are in
compliance with Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021
("SBEB Regulations") and are not in any manner prejudicial
or detrimental to the interests of the employees of the Company,
that of its subsidiaries and the Members of the Company.

Further, the Board at its meeting held on May 2, 2025, based on
recommendation of the NRC, approved the following matters in
relation to Marico ESOP 2016 Plan, subject to the approval of
Members through Postal Ballot:

• Enabling a framework for cashless exercise of
options through the Welfare of Mariconians Trust
("WEOMA Trust") , an irrevocable employee welfare
trust, and consequential amendments to the Marico ESOP
2016 Plan to implement the same. The equity shares held by
WEOMA shall be categorized as 'Non-Promoter and Non¬
Public' shareholding and shall not carry any voting rights.

• Provision of money for purchase of Company's shares by
the WEOMA Trust, towards implementation of cashless
exercise of options for the benefit of eligible employees
under the Marico ESOP 2016 Plan.

Further details of the proposed amendments and other requisite
information are provided as part of the notice of Postal Ballot
dated May 2, 2025.

As on March 31, 2025, an aggregate of 84,64,833 Options
were outstanding which constitute 0.65% of the paid-up equity
share capital of the Company as on that date.

Marico Employees Stock Appreciation Rights
Plan, 2011

The Company adopted Marico Stock Appreciation Rights Plan,
201 1 ("STAR Plan") in the year 201 1, for the welfare of its
employees and those of its subsidiaries ("Eligible Employees").

Under the STAR Plan, various schemes are notified for conferring
cash incentive benefit to the Eligible Employees through grant of
stock appreciation rights ("STARs").

The NRC administers the STAR Plan and the scheme(s) notified
thereunder, from time to time. The NRC notifies various schemes
for granting STARs to the eligible employees. Each STAR is

represented by one equity share of the Company. The eligible
employees are entitled to receive in cash the excess of the
maturity price over the grant price in respect of such STARs
subject to fulfilment of certain conditions and applicability of
Income Tax. The STAR Plan involves secondary market acquisition
of the equity shares by WEOMA Trust for the implementation of
the STAR Plan. Your Company lends monies to WEOMA Trust
for making secondary acquisition of equity shares, subject to the
statutory ceilings and provisions of applicable law.

As on March 31,2025, an aggregate of 15,40,945 STARs were
outstanding which constitute 0.12% of the paid-up equity share
capital of the Company as on that date.

STATUTORY INFORMATION ON MARICO
EMPLOYEE BENEFIT SCHEME/PLAN AND
TRUST

Pursuant to Regulation 46 of the SEBI Listing Regulations,
the Marico Employee Stock Option Plan, 2016 and Marico
Stock Appreciation Rights Plan, 201 1 are available on the
website of the Company at https://marico.com/india/investors/
documentation/corporate-governance.

Disclosure in terms of Regulation 14 of the SBEB Regulations
is made available on the Company's website at https://
marico.com/india/investors/documentation/annual-reports.
Further, the Company has complied with the applicable
accounting standards in this regard. During the year under
review, the Company has not given loan to any of its employees
for purchase of shares of the Company.

It is hereby affirmed that the Marico ESOP 2016 Plan and STAR
Plan instituted by the Company are in compliance with the SBEB
Regulations, as amended from time to time, and the resolutions
passed by the Members approving the same.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The ratio of remuneration of each Director to the median
employees' remuneration as per Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, is disclosed
in "Annexure B" to this report.

The statement containing names of the top ten employees in
terms of remuneration drawn and the particulars of employees
as required under Section 197(12) of the Act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, forms part of
this Report. In terms of Section 136(1) of the Act, the Annual
Report is being sent to the Members, excluding the aforesaid
statement. The statement is open for inspection upon request by

the Members and any Member desirous of obtaining the same
may write to the Company Secretary at investor@marico.com.

CORPORATE GOVERNANCE

Your Company believes that effective leadership, robust policies,
processes and systems and a rich legacy of values form the
hallmark of our best corporate governance framework. The
Board, in conjunction with the management, sets values of
your Company and drives the Company's business with these
principles. These ethics and values are reflected in Marico's
culture, business practices, disclosure policies and relationship
with its stakeholders. These ethics and values are practiced by
Marico and its subsidiaries globally, which is at par with best
international standards and good corporate conduct.

Pursuant to Regulation 34 of the SEBI Listing Regulations,
a separate report on Corporate Governance is annexed to
this report as "Annexure C". Further, a certificate from
Dr. K. R. Chandratre, Practising Company Secretary, on compliance
with corporate governance norms under the SEBI Listing
Regulations forms part of the Corporate Governance Report.

VIGIL MECHANISM

Your Company has a robust vigil mechanism in the form of Code of
Conduct ("CoC") which enables its stakeholders to report concerns
about unethical or inappropriate behavior, actual or suspected fraud,
leak of unpublished price sensitive information, unfair or unethical
actions, or any other violation of the CoC. The CoC is available
on the website at https://marico.com/aboutus coc pdf/marico-
code-of-conduct.pdf. There are separate guidelines called Marico's
Code of Business Ethics that are applicable to our associates who
partner us in our organizational objectives. It is also made a part
of agreements executed by your Company with its vendors. Your
Company discourages bribery and corruption in any form and
has adopted an Anti-Bribery and Anti-Corruption Policy, which is
available on the website at https://marico.com/aboutus coc pdf/
Anti-Bribery-Anti-Corruption-Policy.pdf. The objective of CoC
is to ensure that your Company conducts its business in the most
principled and ethical manner, the highest level of governance and a
discrimination and harassment-free workplace for all its employees.

In compliance with the requirement of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 and rules made thereunder, your Company has adopted
an Anti-Sexual Harassment Policy for the prevention of sexual
harassment and constituted Internal Committees to deal with
complaints relating to sexual harassment at workplace. Members
of Internal Committees and their email ids are part of the CoC
and available on the website at https://marico.com/aboutus
coc pdf/annexure-no-3.pdf.

Details of complaint on sexual harassment are as under:

The Company conducts Global PoSH survey where members
can anonymously confirm if they have experienced/witnessed
instances of sexual harassment while working with Marico
in the past one year. Further, the survey results are shared by
members of Executive Committee in their respective constituency
to strengthen the awareness and sensitize the employees on the
requirements under law.

All cases involving violation/potential violation of code are
referred to the CoC Committee. The vigil mechanism of the
Company provides for adequate safeguards against victimization
of Directors, employees and third parties who avail of the
mechanism and also provides for direct access to the Chairperson
of the Audit Committee in appropriate or exceptional cases. The
CoC guidelines are designed to ensure that Directors, employees
and third parties may report genuine concerns on CoC adherence
or violations thereof without fear of retaliation (including through
anonymous reporting). To encourage such members to report any
concerns, the Company has engaged an independent agency for
managing the whistleblowing system.

Any violation may also be reported anonymously. To this end,
your Company has provided the below options for reporting:

1. Globally accessible toll-free telephone numbers in
multiple countries and web-helpline available in multiple
languages which are available 24*7, wherein grievances/
concerns can be reported to the Company anonymously.

2. CoC Website- marico.ethicspoint.com (with an option to
report anonymously).

3. CoC Mobile Helpline - maricomobile.ethicspoint.com
(with an option to report anonymously).

For administration and governance of the Code, a committee
called the Code of Conduct Committee is constituted. All cases
reported under the whistleblower policy are reported to the CoC
Committee and are subject to review by the Audit Committee. In
addition to the independent Ethics helpline system, your Company
has also provided in its CoC, direct access to the members of the
CoC Committee, Internal Committee, respective Business HR/CXO
and a complaint drop box facility to report concerns or violations
of the CoC (with an option to file a complaint anonymously).

All new employees go through a detailed personal orientation on
CoC and Anti-Sexual Harassment Policy, along with an e-learning
module which can be completed and referred to throughout the
year. Your Company seeks affirmation on compliance of CoC on
a quarterly basis from the Directors and the employees at senior
level. Additionally, separate trainings (classroom/online) on CoC
principles on Anti-Sexual Harassment Policy and Marico Insider
Trading Rules, 2015 are conducted to educate the employees
on the said policy/rules. The education and sensitization are
further strengthened through periodic email communications and
focused group discussions with employees to ensure the CoC
is followed in spirit and failures are minimized. In addition to
above, the Company ensures notifying the members in Townhall
about the cases CoC Committee dealt with in the previous year in
the form of case studies by concealing the identity of the members
involved. The Company also ensures capability building of and
mandatory certifications by its business partners on Marico's Code
of Conduct and Marico's Code of Business Ethics. Further details
on vigil mechanism are available on the website of the Company
at https://marico.com/india/ about-us/code-of-conduct.

The Board and Audit Committee are informed periodically
on the matters reported under CoC and the status of
resolution of such cases.

The Company affirms that no personnel has been denied access
to the Audit Committee.

ENERGY CONSERVATION, 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 Rule 8 of the
Companies (Accounts) Rules, 2014, as amended, is enclosed as
"Annexure D" to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

Marico's stated purpose is to "Make a Difference" and your
Company's CSR philosophy is anchored on this core purpose of
making a difference to the lives of all its stakeholders to help
them achieve their full potential. Your Company believes that
economic value and social value are inter-linked, and it has a
commitment towards the inter-dependent ecosystem consisting of
various stakeholders.

In terms of the Act and rules framed thereunder, the
Company has adopted a CSR Policy, which is available on
the website at https://marico.com/investorspdf/Corporate
Social Responsibility Policy.pdf.

The Company has in place a CSR Committee, which functions
in accordance with the applicable provisions of the Act and
such other matters as prescribed by the Board from time to
time. The detailed terms of reference of the CSR Committee,
attendance at its meetings and other details have been
provided in the Corporate Governance Report. As on the date
of this Report, the CSR Committee consists of five Directors,
Mr. Ananth Sankaranarayanan, Mr. Harsh Mariwala,
Mr. Saugata Gupta, Mr. Milind Barve and Ms. Nayantara
Bali. Mr. Ananth Sankaranarayanan is the Chairman of
the CSR Committee.

During FY25, your Company spent H 25.13 Crores towards
its CSR activities. A brief outline of the CSR Philosophy, salient
features of the CSR Policy of the Company, the CSR initiatives
undertaken during the financial year 2024-25 together with
progress thereon and the report on CSR activities in the prescribed
format including details on impact assessment, as required by the
Companies (Corporate Social Responsibility Policy) Rules, 2014,
are set out in "Annexure E" to this Report.

Further, the Chief Financial Officer of the Company has certified
that CSR spends of the Company for FY25 have been utilized
for the purpose and in the manner approved by the Board
of the Company.

SECRETARIAL STANDARDS

During the year under review, the Company has complied
with all the applicable provisions of Secretarial Standard - 1
and Secretarial Standard - 2 issued by the Institute of
Company Secretaries of India and notified by the Ministry of
Corporate Affairs.

DEPOSITS

There were no outstanding deposits within the meaning of Sections
73 and 74 of the Act read with the Companies (Acceptance
of Deposits) Rules, 201 4, as amended, at the end of FY25 or
the previous financial year. Your Company did not accept any
deposits during FY25.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant/
material orders passed by the regulators or courts or tribunals
impacting the going concern status of your Company and its
operations in future.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return
for FY25 prepared in accordance with Section 92(3) of the Act
is made available on the website of the Company at https://
marico.com/india/investors/documentation/annual-reports.

ACKNOWLEDGEMENT

Your Board takes this opportunity to thank the employees for their
dedicated service and firm commitment to the goals and vision
of the Company. Your Board also wishes to place on record its
sincere appreciation for the wholehearted support received from
the Members, regulatory authorities, distributors, third party
manufacturers, bankers and all other business associates and from
the neighbourhood communities of various Marico locations. We
look forward to continued support of all these partners in the future.

On behalf of the Board of Directors
Harsh Mariwala

Place: Mumbai Chairman

Date: May 2, 2025 DIN: 00210342