Dated: August 10, 2018 To, To, BSE Limited National Stock Exchange of India Limited P. J. Towers, Dalal Street, Fort Exchange Plaza, Bandra – Kurla Complex, Mumbai – 400 001 Bandra (East), Mumbai-400 051 Ref.: BSE Scrip Code No. “540743” Ref.: “GODREJAGRO” Sub: Outcome of the 27th (Twenty- Seventh) Annual General Meeting Dear Sir, With reference to our letter dated July 16, 2018, in respect of the Notice of the 27th (Twenty- Seventh) Annual General Meeting (“AGM”) of Godrej Agrovet Limited held on Thursday, August 9, 2018 at 4.00 p.m. (IST) at the Auditorium, “Godrej One”, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai - 400079, Maharashtra, we would like to inform that the AGM was duly held and business was transacted thereat as per the Notice of the AGM dated July 3, 2018. In this connection, please find enclosed the following disclosures pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) and the Companies Act, 2013:- 1. Summary of proceedings of the AGM pursuant to Regulation 30 read with Part A of Schedule III of the Listing Regulations – Enclosed as Annexure 1; 2. Results of Voting pursuant to Regulation 44(3) of the Listing Regulations – Enclosed as Annexure 2; 3. Report of Scrutinizer dated August 9, 2018 pursuant to Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 – Enclosed as Annexure 3; 4. Annual Report for the Financial Year (F.Y.) 2017-18 duly approved and adopted by the Shareholders at the AGM, pursuant to Regulation 34 of the Listing Regulations – Enclosed as Annexure 4. We request you to please take the above information on your records. Thanking you, Yours sincerely, For Godrej Agrovet Limited Vivek Raizada Head – Legal & Company Secretary & Compliance Officer (ACS 11787) Encl: A/a Annexure- 1 Annexure 1 Summary of Proceedings of the 27th (Twenty - Seventh) Annual General Meeting The 27th (Twenty-Seventh) Annual General Meeting (“AGM” or “the Meeting”) of the Members of Godrej Agrovet Limited (“the Company”) was held on Thursday, August 9, 2018 at 4.00 p.m. (IST) at the Auditorium, “Godrej One”, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400079, Maharashtra. Mr. Nadir B. Godrej (Chairman), after ascertaining the requisite quorum being present, called the Meeting to order. Mr. Nadir B. Godrej (Chairman) chaired the AGM for all items of Business except item no.: 3 and item no.:9, where he was interested, and Mr. K. N. Petigara, Chairman of Audit Committee of the Board of Directors chaired the AGM for Business as mentioned in item no.: 3 and item no.:9, upon approval of Members. All the Directors of the Company (including Chairman of the Audit Committee, Chairperson of the Nomination and Remuneration Committee,) and the representatives of M/s. BSR & Co. LLP, Chartered Accountants (Statutory Auditors) and BNP & Associates, Company Secretaries (Secretarial Auditors) attended the AGM. The Chairman welcomed all the Members and with the consent of the Members present, took the Notice of the Meeting, Report of Board of Directors and of the Auditors and the Standalone and Consolidated Audited Financial Statements for the Financial Year (F.Y.) ended March 31, 2018, as read. The Chairman then delivered his speech to the Members. The Chairman informed the Members that the Company had provided to the Members, the facility to cast their vote electronically through remote e-voting facility provided by Karvy Computershare Private Limited (“Karvy”) which had commenced on Sunday, August 5, 2018 at 9.00 a.m. (IST) upto Wednesday, August 8, 2018 till 5.00 p.m. (IST), on all resolutions set forth in the Notice of the AGM. Members who were present at the AGM and had not cast their vote electronically were provided an opportunity to cast their votes though “Insta Poll” (Electronic Voting System provided by Karvy) at the end of the Meeting. The Members were informed that the Board of Directors had appointed Mr. Prakash K. Pandya, Practicing Company Secretary as the Scrutinizer to supervise the remote e-voting and Insta Poll Voting process. The following items of business as per the Notice of the AGM dated July 3, 2018 were transacted at the AGM: 1. Adoption of Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year (F.Y.) ended March 31, 2018 together with the Reports of the Board of Directors and the Statutory Auditors thereon, including Annexures thereto. 2. Declaration of Final Dividend @45% (i.e. Rs.4.50 per Equity Share of Face Value of Rs.10/- each) on Equity Shares for the Financial Year (F.Y.) 2017-18. 3. Appointment of Mr. N. B. Godrej [having Director Identification Number (DIN): 00066195] as a “Director”, liable to retire by rotation. 4. Appointment of Ms. Tanya A. Dubash [having Director Identification Number (DIN): 00026028] as a “Director”, liable to retire by rotation. 5. Ratification of appointment of M/s. B S R & Co. LLP, Chartered Accountants as the “Statutory Auditors” of the Company, to hold office from the conclusion of 27th (Twenty Seventh) Annual General Meeting till the conclusion of the 31st (Thirty First) Annual General Meeting, i.e., for the Financial Years from 2018-19 to 2021-22 and to authorized the Directors to fix their remuneration. 6. Ratification of Remuneration of M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012), as the “Cost Auditors” of the Company for the Financial Year ending March 31, 2019. 7. Re-appointment of Mr. K. N. Petigara, as a Non- Executive Independent Director of the Company [having Director Identification Number (DIN): 00066162] for an additional term of 3 (three) years i.e., with effect from April 1, 2019 upto March 31, 2022. 8. Re-appointment of Mr. A. B. Choudhury, as a Non- Executive Independent Director of the Company [having Director Identification Number (DIN): 00557547] for an additional term of 3 (three) years i.e., with effect from April 1, 2019 upto March 31, 2022, pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013 and pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 9. Continuation of Mr. A. B. Godrej, as a Non-Executive Director of the Company [having Director Identification Number (DIN): 00065964], pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 10. Continuation of Dr. R. A. Mashelkar, as a Non- Executive Independent Director of the Company [having Director Identification Number (DIN): 00074119] upto July 17, 2022, pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 11. Waiver of recovery of excess remuneration paid to Mr. B. S. Yadav, Managing Director [having Director Identification Number (DIN): 00294803], during the Financial Year (F.Y.) 2016-17, without requiring approval of Central Government. 12. Amendment of the “Godrej Agrovet Limited – Employees Stock Grant Scheme, 2018” (“ESGS 2018”). The Chairman then informed that that the results of the voting shall be declared within 48 (Forty Eight) hours from the conclusion of the AGM and accordingly, the same forms a part of this summary of proceedings of AGM which is being submitted to the BSE Limited and the National Stock Exchange of India Limited and will also be put up on the Company’s website, www.godrejagrovet.com. The AGM ended at 5.45 p.m. with a vote of thanks to the Chair. It may also please be noted that as per the Report of the Scrutinizer dated August 9, 2018 issued by Mr. Prakash K. Pandya, Practicing Company Secretary, all the above mentioned 12 (Twelve) Resolutions stand passed with requisite majority. For Godrej Agrovet Limited Vivek Raizada Head- Legal & Company Secretary & Compliance Officer (ACS 11787) Voting Results as per Regulation 44(3) of the Securities and Exchange Board of India (Listing Annexure-2 Obligations and Disclosure Requirements) Regulations, 2015 GODREJ AGROVET LIMITED Date of the AGM/EGM 09‐08‐2018 Total number of shareholders on record date 115479 No. of shareholders present in the meeting either in person or through proxy: Promoters and Promoter Group: 7 Public: 78 No. of Shareholders attended the meeting through Video Conferencing Promoters and Promoter Group: Not Applicable Public: Not Applicable Resolution No. 1 ORDINARY ‐ To consider and adopt the Audited Financial Statements (including Standalone and Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2018 and the Reports of the Board of Directors and the Statutory Auditors thereon, including Resolution required: (Ordinary/ Special) Annexures thereto. Whether promoter/ promoter group are interested in the agenda/resolution? No % of Votes Polled % of Votes in % of Votes on outstanding favour on votes against on votes No. of shares No. of votes shares No. of Votes – in No. of Votes – polled polled Category Mode of Voting held (1) polled (2) (3)=[(2)/(1)]* 100 favour (4) against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 E‐Voting 130,438,503 95.6558 130,438,503 0 100.0000 0.0000 Poll 0 0.0000 0 0 0.0000 0.0000 136,362,305 Postal Ballot (if Promoter and Promoter Group applicable) 0 0.0000 0 0 0.0000 0.0000 Total 130,438,503 95.6558 130,438,503 0 100.0000 0.0000 E‐Voting 10,285,986 76.8966 10,285,986 0 100.0000 0.0000 Poll 0 0.0000 0 0 0.0000 0.0000 13,376,378 Postal Ballot (if Public‐ Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 Total 10,285,986 76.8966 10,285,986 0 100.0000 0.0000 E‐Voting 25,015,704 59.1527 25,015,691 13 99.9999 0.0000 Poll 638,778 1.5105 638,778 0 100.0000 0.0000 42,290,056 Postal Ballot (if Public‐ Non Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 Total 25,654,482 60.6632 25,654,469 13 99.9999 0.0001 Total 192,028,739 166,378,971 86.6427 166,378,958 13 100.0000 0.0000 Resolution No.