To the Members,

Your Board of Directors ("Board") is pleased to present the Thirty Fourth Annual Report of Marico Limited ("Marico" or "Company" or "your Company"), for the financial year ended March 31, 2022 ("year under review" or "year" or "FY22").

In compliance with the applicable provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year from April 1, 2021 to March 31, 2022, in respect of Marico and "Marico Consolidated" comprising Marico and its subsidiaries. The consolidated entity has been referred to as "Marico Group" or "Group" in this report.

FINANCIAL RESULTS - OVERVIEW

(Rs in Crores)

REVIEW OF OPERATIONS

In FY22, Marico Limited posted a consolidated turnover of Rs 9,512 Crores (USD 1.3 billion), 18% higher than the previous year. The underlying domestic volume growth for the year was 7% and constant currency growth in the international business was 16%. The operating margin stood at 17.8%, down 201 bps from the previous year. Recurring net profit was at Rs 1,230 Crores, a growth of 6% over the last year on a like-to-like basis.

Marico's domestic business achieved a turnover of Rs 7,333 Crores, up 18% over the last year. The underlying volume growth was healthy at 7%, despite weakening consumer sentiment and sharp volatility in key input cost prices. The operating margin for the India business was at 18.2% in FY22 vs 21.3% in the previous year. The profitability was impacted by severe input cost push through the year, while the Company did not hold back investments in brand building to protect short-term margins.

Marico's International business posted a turnover of Rs 2,179 Crores, a growth of 17% over the last year. The business reported constant currency growth of 16%, with double-digit growth in each of the key markets.

The operating margin for the International business expanded to 24.3% in FY22 from 23.5% in the previous year.

Further details on Marico's business, outlook, financial and operational performance, 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 FY22 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. In accordance with Regulation 43A of the SEBI Listing Regulations, the Company has adopted the Dividend Distribution Policy, which details various parameters based on which the Board may recommend or declare Dividend, usage of retained earnings, 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 enunciated in the above Policy, your Company paid the following dividend to equity shareholders during FY22:

• First Interim Dividend of Rs 3 per equity share of Rs 1 each aggregating to Rs 387.58 Crores declared by the Board on October 28, 2021; and

• Second Interim Dividend of Rs 6.25 per equity share of Rs 1 each aggregating to Rs 807.73 Crores declared by the Board on January 28, 2022.

The total equity dividend during FY22 aggregated to Rs 9.25 per equity share of Rs 1 each, resulting in a total payout of Rs 1,195.31 Crores. Thus, the dividend pay-out ratio was 97% of the consolidated profit after tax excluding one-offs as compared to 83% in the previous year. Your Company is in compliance with the Dividend Distribution Policy as approved by the Board.

CHANGES IN SHARE CAPITAL

During FY22, the paid-up equity share capital of the Company has increased from Rs 129.13 Crores to Rs 129.28 Crores, consequent to allotment of 14,37,280 equity shares of 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 regards to Subsidiaries of Marico during FY22:

• Marico Bangladesh Limited continues to be the material subsidiary of the Company, in terms of provisions of the SEBI Listing Regulations.

• On July 21, 2021, the Company acquired 52.38% equity stake in Apcos Naturals Private Limited ("Apcos") and consequently, Apcos became a subsidiary of the Company.

• Marico Gulf LLC became a wholly owned subsidiary of Marico Middle East FZE with effect from January 17, 2022 and consequently, a step-down wholly owned subsidiary of the Company.

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 at investor@marico.com.

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.

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.

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:

• Industry structure and developments

• Segment-wise overview of business performance

• Financial Overview

• Outlook

• Human Resources

• Risks & opportunities

• Internal control systems and their adequacy

BOARD OF DIRECTORS

Your Company actively seeks to adopt best global 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.

As on March 31, 2022, the Board comprised one Executive Director, six Non-Executive Independent Directors and three Non-Executive Non-Independent Directors. 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.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is 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 completed the registration with the Independent Directors Databank and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs, wherever required.

As a measure of enhanced corporate governance and increased Board effectiveness, the Board based on the recommendation of the Nomination and Remuneration Committee ("NRC"), appointed Mr. Nikhil Khattau, Independent Director, as the Lead Independent Director amongst the Independent Directors with effect from April 7, 2022. The Lead Independent Director will preside over the separate meeting(s) of Independent Directors as Chairperson, act as a representative of Independent Directors and carry out such other roles and responsibilities as may be assigned by the Board or group of Independent Directors from time to time.

The Board met five times during FY22 on April 30, 2021, May 26, 2021, July 30, 2021, October 28, 2021 and January 28, 2022. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

CHANGES IN DIRECTORS

Mr. Sanjay Dube and Mr. K.B.S. Anand, Independent Directors, stepped down from the Board with effect from July 30, 2021 on account of full time executive commitments and personal factors, respectively. Mr. B. S. Nagesh completed his second consecutive term as an Independent Director on March 31, 2022 and consequently ceased to be a Director of the Company with effect from end of day on March 31, 2022.

The Board places on record their deep appreciation for the invaluable contributions made by Mr. B. S. Nagesh, Mr. Sanjay Dube and Mr. K.B.S. Anand during their association with the Company.

At its meeting held on July 30, 2021, the Board based on the recommendation of NRC, approved the appointment of Mr. Milind Barve (DIN: 00087839) as an Additional Director in the capacity of Independent Director for a term of 5 (five) consecutive years with effect from August 2, 2021, subject to approval of the shareholders. At the 33rd Annual General Meeting ("AGM") held on August 30, 2021, the shareholders of the Company approved, inter-alia, appointment of Mr. Milind Barve as an Independent Director of the Company for a period of 5 (five) consecutive years from August 2, 2021 to August 1, 2026, not liable to retire by rotation.

At its meeting held on October 28, 2021, the Board based on the recommendation of NRC, approved the appointment of Mr. Rajeev Vasudeva (DIN: 02066480) as an Additional Director in the capacity of Independent Director for a term of 5 (five) consecutive years with effect from November 1, 2021, subject to approval of the shareholders.

Further, at its meeting held on April 7, 2022, the Board based on the recommendation of NRC, approved the below matters, subject to approval of the shareholders by way of postal ballot through remote e-voting:

1. Re-appointment of Mr. Ananth Sankaranarayanan (DIN: 07527676) as an Independent Director for a second term of 5 (five) consecutive years w.e.f. June 26, 2022 to June 25, 2027;

2. Appointment of Ms. Apurva Purohit (DIN: 00190097) as an Additional Director in the capacity of Independent Director for a term of 5 (five) consecutive years w.e.f. April 7, 2022 to April 6, 2027;

3. Appointment of Ms. Nayantara Bali (DIN: 03570657) as an Additional Director in the capacity of Independent Director for a term of 5 (five) consecutive years w.e.f. April 7, 2022 to April 6, 2027; and

4. Recommendation of appointment of Mr. Rajeev Vasudeva (DIN: 02066480) as an Independent Director by the shareholders, for a term of 5 (five) consecutive years w.e.f. November 1, 2021 to October 31, 2026.

Notice of postal ballot dated April 7, 2022, seeking approval, inter-alia, for the aforesaid matters, was sent to those Members, whose names appeared in the Register of Members/List of Beneficial Owners as on Friday, April 8, 2022 and whose e-mail addresses were registered with the Company/Depositories. The results of postal ballot through remote e-voting on the aforesaid matters will be declared by the Company on or before Tuesday, May 17, 2022.

In accordance with provisions of Section 152 of the Act read with the rules made thereunder and the Articles of Association of the Company, Mr. Harsh Mariwala (DIN: 00210342), Non-Executive Director, retires by rotation at the 34th 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 34th AGM. A brief profile of Mr. Harsh Mariwala and other requisite information will be provided as part of the Notice of AGM.

CHANGES IN KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Hemangi Ghag resigned as the Company Secretary & Compliance Officer with effect from close of business hours of September 3, 2021, to pursue opportunities outside the Company. The Board places on record its appreciation for the invaluable contribution made by Ms. Ghag during the course of her service.

Mr. Vinay M A, a fellow member of the Institute of Company Secretaries of India, was appointed as the Company Secretary & Compliance Officer of the Company with effect from October 28, 2021.

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, 2022, 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, 2022 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 its 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 Chairperson 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.

In addition to the questionnaires, detailed one-on-one in-sighting was carried out by the Chairperson of the NRC with individual Board members. Feedback was also taken from senior management personnel on relevant aspects of Board functioning and shared with the Chairperson of the NRC. A quantitative analysis and Board Effectiveness presentation with in-sighting feedback and trends was shared and presented by the Chairperson of the NRC to all Board Members. Thereafter, the following process was followed to assimilate and process the feedback:

• A meeting of the Independent Directors was held wherein performance of Non-Independent Directors including the Managing Director & CEO ("MD & CEO"), Chairman of the Board and of the Board as a whole was evaluated.

• The entire Board discussed the findings of the evaluation with the Independent Directors and also evaluated 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 will be shared with each Director subsequently during the year.

With respect to the focus areas identified by the Board last year, the following progress was made in the year under review:

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

1. Your Company already has an elaborate familiarization programme in place for effective induction of new directors. The Board acknowledged this and reiterated the importance of a rigorous execution of this induction process to ensure a smooth transfer and seamless integration of the new Board Members.

2. The Board laid specific emphasis on strategic risk management and building management capability in this area. It believes that the environment is very volatile. COVID-19 outbreak was a clear example of a black swan event. Should the situation escalate further, it may have a deeper impact on demand and supply scenarios. In light of this and such black swan events, it's important to de-risk the Company to sustain and improve its operating and financial performance. The Board will therefore provide its strategic inputs to survive and win amidst such VUCA environment.

3. The Board will continue to mentor the MD & CEO and the senior management team for defining and executing the transformation agenda which is aimed at building a future-ready Marico more specifically in areas of portfolio, channel strategies, digital strategies and talent management.

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

a. Audit Committee: Further strengthening the GRCC policies, processes and systems in the Company with special focus on automation and exception analytics;

b. Nomination and Remuneration Committee:

i. helping strengthen the culture codes for the Company and improving the talent management processes, with specific focus on strengthening the top talent pipeline.

ii. succession planning for MD & CEO and the Senior Management Personnel.

c. Corporate Social Responsibility Committee: Bringing focus on improving the effectiveness of Marico's CSR spends.

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

BUSINESS RESPONSIBILITY REPORT (BRR)

Your Company realizes the power of being transparent and accountable as an organization, which in turn, helps in maintaining the trust that stakeholders' have placed in us. Marico considers disclosure practice as a strong tool to share strategic developments, business performance and the overall value generated for various stakeholder groups over a period of time. Keeping up with evolving disclosure patterns, your Company transitioned to Integrated Reporting (as per the International Integrated Reporting Council (IIRC) framework) which draws a correlation between the financial and non-financial factors.

Marico has published its fourth Integrated Report underlining the new set of targets and business goals that pave the way for short, medium and long-term value creation of the Company.

The financial sections of BRR 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) of BRR is presented in conformance to the Global Reporting Initiative (GRI) Standard's Core Performance Indicators, the UN-Sustainable Development Goals (SDGs) and other sectorally relevant international sustainability disclosure guidelines. BRR has been published in adherence to the SEBI Listing Regulations and the Ministry of Corporate Affairs' National Voluntary Guidelines (NVGs) that guides listed corporations to use a 9-principle framework for demonstrating their environmental, social and economic responsibilities, during the year under review.

At Marico, sustainability is regarded as a business enabler that influences key strategic decisions. Having ingrained sustainability into its culture, your Company has spurred towards a carbon neutral future. This transformation is driven by robust sustainability governance structure, ethical business conduct, ESG risk mitigation strategies, ambitious targets towards transitioning to low-carbon sources, lowering GHG emission intensity, achieving water stewardship, incorporating responsible sourcing principles, and mapping product sustainability footprint.

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 three Independent Directors, Mr. Nikhil Khattau, Ms. Hema Ravichandar and Mr. Milind Barve. Mr. Nikhil Khattau 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 had at the 29th AGM held on August 1, 2017 appointed M/s. B S R & Co. LLP, Chartered Accountants (Firm registration No. 101248W/W-100022), as the Statutory Auditors of the Company for a term of 5 (five) consecutive years. Accordingly, the first term of Statutory Auditors expires on the conclusion of the 34th AGM.

The Board at its meeting held on May 5, 2022, based on the recommendation of the Audit Committee, approved the proposal for 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 commencing from the conclusion of 34th AGM upto the conclusion of 39th AGM to be held in the year 2027, subject to approval of the Members at the ensuing AGM.

M/s. B S R & Co. LLP have consented to act as Statutory Auditors and confirmed their eligibility to be re-appointed in terms of Section 141 and other applicable provisions of the Act.

The Auditor's Report on the financial statements of the Company for the financial year ended March 31, 2022 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 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

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 5, 2022, 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 of the Company for the financial year ending March 31, 2023. A remuneration of Rs 10,00,000 (Rupees Ten Lakhs 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 34th AGM. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2023 will be placed as part of the Notice of the 34th 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 Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on May 5, 2022, based on the recommendation of the Audit Committee, approved the appointment of Dr. K. R. Chandratre, Practicing Company Secretary (Certificate of Practice No. 5144) as the Secretarial Auditor of the Company to conduct audit of the secretarial records for the financial year ending March 31, 2023. The Company has received consent from Dr. K. R. Chandratre to act as such.

The Secretarial Audit Report in form MR-3 for FY22 is enclosed as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. 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

For your Company, Risk Management is an integral and important aspect of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize shareholder value.

The key cornerstones of your Company's Risk Management Framework are:

• A well-defined risk management policy;

• 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, the top management and the Board review the progress of the mitigation plans;

• 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 install 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 a Risk Management Committee ("RMC") chaired by an Independant 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 Management Discussion and Analysis Report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integrated part of the risk management process which in turn is a 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's approach on Corporate Governance has been detailed in the Corporate Governance Report. Your Company has deployed the principles enunciated therein 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 ethical and compliant manner. Compliance to 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 proactively monitor any control deviations for corrective action.

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. We believe that these systems provide reasonable assurance that our 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

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature, based on the criteria approved by the Board. 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 Rs. 1 Crore per transaction, in a financial year. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted, on a quarterly basis.

All transactions with related parties entered into during FY22 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 Policy on Related Party Transactions.

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. The attention of the Members is drawn to the note no. 30 to the standalone financial statements setting out the disclosures on related party transactions for FY22.

The Company has amended its Policy on Related Party Transactions pursuant to the recent amendments under the SEBI Listing Regulations regarding framework for related party transactions and the same is available on the Company's website at https://marico.com/investorspdf/ Policy on Related Party Transactions.pdf.

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

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

Your Company has in place NRC of the Board, 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 adopted a 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 salient features of this Policy are outlined in the Corporate Governance Report and the NRE Policy is made available on the Company's website at https://marico.com/ investorspdf/Policy on Nomination, Remuneration and Evaluation.pdf.

• Marico Employee Stock Option Plan, 2016

At the 28th 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"). Marico ESOP 2016 Plan aims to align individual goals and performance of employees to annual and long-term business objectives of the Company, reward employees for creating long-term value, and attract and retain high potential and critical employees in a competitive talent environment.

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 Plan envisaged grant of Options upto an aggregate maximum of 0.6% of the issued equity share capital of the Company as on August 5, 2016 ("Commencement Date") (excluding outstanding warrants and conversions), being 77,41,027 Options and upto an aggregate maximum of 0.15% of the issued equity share capital of the Company as on the Commencement Date to any single Eligible Employee in any single scheme notified/to be notified under the Plan.

Based on the recommendation of NRC, the Board at its meeting held on January 28, 2022 approved the following matters, for which the Company has sought approval of the Members through postal ballot by remote e-voting vide notice dated April 7, 2022 as mentioned earlier:

- Increase in limit of Options that can be granted from time to time under the Plan from the existing limits of 0.6% of the issued equity share capital of the Company as on the Commencement Date i.e. August 5, 2016, being 77,41,027 Options, to an aggregate of 2,09,41,027 Options (as may be adjusted for any changes in capital structure of the Company), constituting an additional 1,32,00,000 Options.

- Further, the limit for grant of Options to any single Eligible Employee in any one single scheme notified under the Plan remains unchanged at 0.15% of the issued capital as on the Commencement Date, being 19,35,257 Options.

- Amendments to the Marico ESOP 2016 Plan modifying the relevant clauses to give effect to the aforesaid increase in limits and certain other changes intended to bring the language thereof in uniformity with the re-enacted SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations") and adopt references to latest regulatory enactments.

As on March 31, 2022, an aggregate of 48,54,896 Options were outstanding which constitute about 0.38% of the issued 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, 2011 ("STAR Plan") in the year 2011, for the welfare of its employees and those of its subsidiaries ("Eligible Employees"). Under the 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 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 an Independent Trust set up by your Company for the implementation of the STAR Plan. Your Company lends monies to such Trust for making secondary acquisition of equity shares, subject to the statutory ceilings and provisions of applicable law.

As at March 31, 2022, an aggregate of14,15,569 STARs were outstanding which constitute about 0.11% of the paid up equity share capital of the Company as on that date.

STATUTORY INFORMATION ON MARICO EMPLOYEE BENEFIT SCHEME/PLAN AND TRUST

The 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 equity 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 particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is available on the Company's website at https://marico.com/india/investors/documentation/ annual-reports. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the aforesaid annexure. Any Member desirous of obtaining a copy of the said annexure may access the aforesaid weblink or 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. These 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, Practicing 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 behaviour, actual or suspected fraud, leak of unpublished price sensitive information, unfair or unethical actions or any other violation of the CoC. There are separate guidelines called Marico's Code of Business Ethics that are applicable to our associates who partner us in our organizational objectives and customers. 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 a policy ("Anti-Sexual Harassment Policy") for the prevention of sexual harassment and constituted Internal Committees to deal with complaints relating to sexual harassment at workplace. 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 members on the law.

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 Chairman of the Audit Committee in 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 and to maintain anonymity, the Company has engaged an independent agency for managing the whistleblowing system. 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 Code of Conduct Committee is constituted ("CoC Committee"). All cases reported under the whistleblower policy are reported to the CoC Committee and are subject to review by the Audit Committee and NRC. 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, contacting 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 the E-Learning module which can be completed and referred 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 Anti-Sexual Harassment Policy & Marico Insider Trading Rules, 2015 are conducted to educate the employees on the said policy/rules. The education and sensitization is further strengthened through periodic email communications and focused group discussions with the 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, the Audit Committee and NRC 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 website of the Company at https://marico.com/ investorspdf/Corporate-Social-Responsibilitv-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 six Directors, Mr. Ananth Sankaranarayanan, Mr. Harsh Mariwala, Mr. Saugata Gupta, Mr. Rajendra Mariwala, Mr. Milind Barve and Ms. Nayantara Bali. Mr. Ananth Sankaranarayanan is the Chairman of the CSR Committee.

During FY22, your Company spent 22.32 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 2021-22 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 FY22 have been utilized for the purpose and in the manner approved by the Board of Directors 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, 2014, as amended, at the end of FY22 or the previous financial year. Your Company did not accept any deposits during FY22.

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 FY22 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.

COST RECORDS

The maintenance of cost records as specified under Section 148 of the Act, is applicable to the Company and accordingly all the cost records are made and maintained by the Company and audited by the cost auditors.

OTHER DISCLOSURES

a) There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution, during the year under review.

b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided as part of the Corporate Governance report.

ACKNOWLEDGEMENT

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