TRANSCRIPT OF THE 32ND ANNUAL GENERAL MEETING OF MARICO LIMITED HELD AT 10.00 A.M. IST ON FRIDAY, AUGUST 28, 2020 THROUGH VIDEO CONFERENCING Harsh Mariwala: Good Morning dear Members! I welcome you all to the 32nd Annual General Meeting of the Company. I sincerely hope that you and your families are safe and in good health. In view of the continuing risk of infestations of COVID-19 and keeping the safety of our Members in mind, the Company has convened this meeting through the Audio Video means in accordance with the circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India. Your Company has taken all the requisite steps to ensure that the Members are able to attend and vote at this meeting in a seamless manner. Your Company has availed the services of Central Depository Services (India) Limited (“CDSL”) for conducting the meeting through Video Conferencing for enabling participation of the Members at this AGM, remote e-voting and e-voting during the AGM. The members can also view the live Webcast of this AGM by logging on the e- voting website of CDSL. While we miss meeting the Members personally, the virtual AGM is an opportunity to connect to all the Members from different locations in India and abroad. I shall now call the meeting to order as the requisite quorum for the meeting is present. Let me now introduce to you our Board members and Key Managerial Personnel. - Mr. Saugata Gupta, Managing Director & CEO of the Company. - Mr. Nikhil Khattau, Independent Director and Chairman of Audit Committee and Stakeholders’ Relationship Committee. - Ms. Hema Ravichandar, Independent Director & Chairperson of the Nomination and Remuneration Committee. - Mr. Ananth S., Independent Director - Mr. Sanjay Dube, Independent Director - Mr. K.B.S. Anand, Independent Director - Mr. Rishabh Mariwala, Non-Executive Director - Mr. Vivek Karve, Chief Financial Officer - Ms. Hemangi Ghag, Company Secretary and Compliance Officer. We also have attending this meeting, Mr. Sadashiv Shetty, from M/s. B S R & Co. LLP, Statutory Auditors of the Company and Mr. Makarand M. Joshi, Practising Company Secretary, who is appointed as a Scrutinizer to scrutinize the e-voting. Members may note that the Company has received authorisations from 3 body corporates representing 7,18,10,188 equity shares constituting 5.56% of the total paid-up share capital of the Company. I would like to state that in an unlikely event of any technical problem whereby I lose connectivity at any point during the meeting, I hereby propose Mr. Saugata Gupta, as an Alternate Chairman for this meeting with the consent of all the Directors present. I would request the Directors to give their consent to this proposal. All the Directors consented to the proposal. I now request Ms. Hemangi Ghag, our Company Secretary to explain the general instructions regarding participation and voting at this meeting to you all. Hemangi Ghag: Thank you, Chairman. Dear Members, the facility to join this AGM through Video Conferencing is being made available to all the Members on first come first serve basis pursuant to the regulatory requirements. For the smooth conduct of the meeting, Members will be kept on mute mode by default to avoid any noise disturbance. During the Question & Answer session, we will announce the names of the Members who have pre-registered themselves as Speakers for this meeting, in sequence. Thereafter, speaking facility for the respective Member will be unmuted by the Moderator when his/her name is called out. Members while asking questions or seeking clarifications are requested to put their video on. In case any Member is facing any technical problem with the video transmission, they can ask question through audio mode. If there is any connectivity issue at the Speaker’s end whereby we are unable to connect to the Speaker, we would request the next Speaker to join and once the connectivity is restored for the earlier Speaker, he/she will be requested to speak after the other pre-registered Speakers have completed their turn. Members are requested to restrict their questions to the matters being transacted at the meeting. In the interest of all the Members, I would request the Speakers to keep their comments brief and avoid repetition of questions. This will allow all Members, who have pre-registered, to get an opportunity to speak. As per the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had provided the remote e-voting facility to the Members through CDSL platform to cast their votes prior to this meeting. The cut-off date for the same was Friday, August 21, 2020. The remote e-voting commenced on 24th August, 2020 from 9.00 a.m. India time and concluded yesterday at 5.00 p.m. India time. Members as of the cut-off date only shall be entitled to cast their votes. Members who have not cast their votes through Remote e-voting and who are attending this meeting will have an opportunity to cast their votes during the meeting. The voting window is already open for all the Members and will also be available for 15 minutes after the conclusion of the meeting. Members who have cast their votes through remote e-voting will be eligible to participate at the AGM but will not be eligible to vote again at the AGM. Members can go to the homepage of CDSL and cast their votes during the meeting. As regards voting at this meeting, there will be no voting by show of hands and the resolutions set forth in the Notice are not required to be proposed and seconded. The necessary Statutory Registers and documents referred to in the AGM Notice will be made available during the meeting for inspection by the Members, as per the requests, if any, made by the Members. As this meeting is conducted through audio visual means, the proxy facility is not necessitated and accordingly has not been provided with. Members who need any assistance during this meeting or have any queries regarding participation or e-voting, may refer to the Frequently Asked Questions and e-voting manual available at www.evotingindia.com, under the help section or write an email to [email protected], sorry I repeat [email protected] or contact CDSL team on 1800 22 55 33. I repeat 1800 22 55 33. Thank you very much! I now hand over the proceedings to our Chairman, Mr. Harsh Mariwala. Harsh Mariwala: Thank you Hemangi. Dear Members, The Financial Year 2019-20 has ended on an unexpected note, with the world contending with an unprecedented health, humanitarian and economic crisis due to the outbreak of the COVID-19 pandemic. My heart goes out to those, whose friends and families have been impacted by the pandemic. Your Company endeavours to ensure the good health and safety of all those, who are directly and indirectly associated with Marico, while also continuing to contribute to the society towards fighting the pandemic. Coming to the Annual Report, I am delighted to present to you the second Integrated Report of your Company. Your Company is among the first few FMCG companies to adopt the Integrated Reporting framework. In the Report, we have aimed to share with our shareholders a holistic view of how the organization is evolving and adapting to the VUCA world to be able to consistently create value over the short, medium and long term. This year’s Integrated Report focuses on how Marico “Creates Shared Value” for all our stakeholders alike. It is fundamental to the PURPOSE of our existence. This ensures that our business decisions balance financial, social and environmental considerations, thereby always keeping in mind the best interests of our stakeholders. I hope that, this year’s Integrated Report has been an enjoyable reading experience. I would like to take this opportunity to sincerely thank the shareholders who have given their valuable feedback. The report by the Statutory Auditors – M/s. B S R & Co. LLP and the Secretarial Auditor – Dr. K. R. Chandratre, for the financial year ended 31st March, 2020 do not contain any qualifications, observations or comments which may have an adverse effect on the functioning of the Company. The Statutory Auditors’ report on consolidated financial statements and standalone financial statements are available on Page numbers 191 and 276 of the annual report. Secretarial Auditor report is enclosed as Annexure A to the Board’s report on Page number 124 of the annual report. I now request Mr. Saugata Gupta, your MD & CEO, to apprise you on the operations & corporate developments during the financial year 2019-20. Saugata Gupta: Dear Members, A very Good Morning to you! The year under review was challenging in many ways – a very difficult macroeconomic condition due to a demand slowdown across categories, with an exception of foods and allied categories, and culminating with a once in-a-century phenomenon of a pandemic - the COVID-19 outbreak. Your company’s performance during the year had a few wins but also a few misses, marred to a large extent by the adverse macro conditions. I shall briefly touch upon the performance of the Company during the financial year 2019-20. While the top line growth was muted, we did reasonably well on profits as the gross margins expanded amidst benign raw material scenario. The consolidated topline was flat vs last year, with an underlying volume growth of 2%. The consolidated profit after tax, excluding one-offs, registered a growth of 13%. The businesses also delivered a healthy operating margin of 20.1%.