Our responsibility is to express an opinion on these financial statements based on our audit.

Independent Auditor s Report To the Members of GODREJ SEEDS AND GENETICS LIMITED Report on the Financial Statements We have audited the accompanying financial statements of GODREJ SEEDS AND GENETICS LIMITED ( the Company ) which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial

reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its Statement of Profit and Loss and its Cash Flow for the year ended on that date. Emphasis of Matters We draw attention to the Note no 32 of the financial statement for the year ended on March 31, 2016, in respect of the Schemes of Arrangement (Demerger) between Godrej Seeds and Genetics Limited and Godrej Agrovet Limited as approved by The Honorable High Court of Bombay, the assets and liabilities of Seeds business of Godrej Seeds and Genetics Limited have been taken over by Godrej Agrovet Limited at their book values. If the scheme of arrangement of demerger had not been effected, the Accumulated Loss for the year would have been higher by Rs 16.93 crores, which has been transferred to the Resulting Company. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 2016 ( the Order ), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. As required by section 143 (3) of the Act, we report that: a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act. f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B. g. With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigations which would impact its financial position. ii. iii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. For and on behalf of KALYANIWALLA AND MISTRY Chartered Accountants Firm s registration number: 104607W Cyrus Jal Bharucha Partner Membership number: 034755 Place: Bangalore Date : 15.04.2016

Annexure A to the Independent Auditors Report Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory Requirement of our report of even date to the financial statements of the Company for the year ended March 31, 2016: 1) Since the company does not have any Fixed Assets, the provisions of clause 4 (i) of the Order are not applicable to the Company. 2) (a) The management has conducted the physical verification of inventory at reasonable intervals. b) The discrepancies noticed on such physical verification of the inventory as compared to books records which has been properly dealt with in the books of account were not material. 3) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon. 4) In our opinion and according to the information and explanations given to us, the company does not have any loans, investments, guarantees and security. Accordingly, the provisions of clause 3 (iv) of the Order are not applicable to the Company and hence not commented upon. 5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable. 6) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company. 7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable. b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute. 8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon. 10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year. 11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration to the director is being paid by the Holding Company. Accordingly, the provisions of clause 3 (xi) of the Order are not applicable to the Company and hence not commented upon. 12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company. 13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards. 14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon. 15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon. 16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon. For and on behalf of KALYANIWALLA AND MISTRY Chartered Accountants Firm s registration number: 104607W Cyrus Jal Bharucha Partner Membership number: 034755 Place: Bangalore Date : 15.04.2016

Annexure B to the Independent Auditor s Report of even date on the Financial Statements of Godrej Seeds and Genetics Limited Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ( the Act ) We have audited the internal financial controls over financial reporting of Godrej Seeds and Genetics Limited ( the Company ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management s Responsibility for Internal Financial Controls The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For KALYANIWALLA & MISTRY Chartered Accountants Firm s registration number: 104607W Cyrus Jal Bharucha Partner Membership number: 034755 Place: Bangalore Date: 15.04.2016

DIRECTORS' REPORT OF GODREJ SEEDS & GENETICS LIMITED [Corporate Identification Number (CIN): U01403MH2011PLC218351] FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016 TO THE SHAREHOLDERS: Your Directors have pleasure in presenting the Board s Report along with the Audited Financial Statements for the Financial Year ended March 31, 2016. FINANCIAL SUMMARY / HIGHLIGHTS: Your Company s performance during the Financial Year 2015-16 is summarized below:- For the Financial Year ended 31/03/2016 (Rs. in Lac) For the Financial Year ended 31/03/2015 Total Income 367.90 2839.82 Profit / (Loss) Before Taxation (40.02) (853.58) Less : Provision for Taxation ---- ---- Profit After Taxation (PAT) (40.02) (853.58) Balance Brought Forward from previous year (1760.78) (907.20) Less :Cancellation of 9% Preference shares 500 Pursuant to the scheme of Arrangement Less: Adjustment of Capital Reserve pursuant to 1193.87 the scheme of Arrangement Net Balance after transfer to Godrej Agrovet Ltd (66.91) Balance Carried Forward to Balance Sheet (106.93) (1760.78) REVIEW OF OPERATIONS / STATE OF AFFAIRS: In an economic environment, where the overall growth of the sector has slowed down, your Company s sales have de-grown by 28.0% over last year in trading business. The de-growth is mainly on account of cut down in the sale of low margin products like Sudan Sorghum Grass (SSG). Due to late onset of monsoon, the trading business in pearl millet suffered and lack of moisture in September also led to shrinkage of area under mustard. Your Company s pearl millet hybrid GBH-2014 has been promoted to AHT-1 stage by ICAR. During the year under review, the Seeds business of the Company has demerged into Godrej Agrovet Limited (GAVL), the Holding Company, pursuant to the Scheme of Arrangement between the Company and GAVL and their respective Shareholders, pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and other

relevant provisions of the Companies Act, 2013, sanctioned by the Hon ble Bombay High Court vide its order dated January 8, 2016. The Appointed Date for the said demerger is April 1, 2015 and the Effective Date is February 9, 2016. MATERIAL CHANGES AND COMMITMENTS SINCE THE FINANCIAL YEAR END: There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2016 and the date of this Directors Report. DIVIDEND: In view of loss during the Financial Year, the Directors do not recommend any dividend for the said Financial Year. SHARE CAPITAL: The Company s Share Capital position as on March 31, 2016 is as follows:- No. of Shares Authorized Share Capital Face Value (Rs.) Amount (Rs.) Issued, Subscribed & Paid-up Share Capital No. of Face Value Amount (Rs.) Shares (Rs.) Equity 5,00,000 10 50,00,000 60,000 10 6,00,000 Preference 5,00,000 100 5,00,00,000 Nil Nil Nil In accordance with the Scheme of Arrangement between the Company and GAVL and their respective Shareholders, pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013, sanctioned by the Hon ble Bombay High Court vide its order dated January 8, 2016, the entire Issued, Subscribed and Paid-up Share Capital of the Company of Rs.5,00,00,000 (Rupees Five Crore Only) comprising of 5,00,000 (Five Lac) 9% Redeemable Non-Convertible Preference Shares of Rs.100/- (Rupees One Hundred Only) each stand reduced / cancelled, without any consideration to GAVL, the sole Preference Shareholder. The disclosure in terms of Section 79A of earlier Companies Act, 1956 and the Unlisted Companies (Issue of Sweat Equity Shares) Rules, 2003, pursuant to which Sweat Equity Shares were issued by the Company on December 31, 2013 to Mr. Dharmender Kumar, Wholetime Director is as follows:- No. of shares issued to Mr. Dharmender Kumar, Whole-time Director Percentage of Sweat Equity Shares of the total post Issued & Paid-up Share Capital Conditions for Sweat Equity Shares 6,000 (Six Thousand) Sweat Equity Shares at Face Value Rs. 10/- (Rupees Ten) only 10% (Ten per cent) The Sweat Equity Shares rank pari passu with existing Equity Shares.

Pricing Formula The total number of shares arising as a result of issue of Sweat Equity shares Money realised or benefit accrued to the Company from the issue of Sweat Equity Shares Diluted Earnings Per Share (EPS) pursuant to issuance of Sweat Equity Shares (in Rs.) The Valuation of Equity Shares has been done as per Discounted Cash Flow Method. Post issue of Sweat Equity Shares, the paid-up Equity Share Capital of the Company comprised of 60,000 (Sixty Thousand) Equity Shares of Face Value Rs. 10/- (Rupees Ten) only each. The Sweat Equity Shares were issued in consideration of specialized knowledge and rich experience possessed by Mr. Dharmender Kumar in the field of his profession and utilized for the benefit of the Company. (880.08) DEPOSITS: Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2015-16. HOLDING COMPANY: Your Company continues to be a subsidiary of Godrej Agrovet Limited (GAVL) as defined under Section 2(87) of the Companies Act, 2013 as on March 31, 2016, since GAVL holds 90% Equity Shareholding in the Company. There was no change in this position during the Financial Year 2015-16. The entire 100% Preference Share Capital of the Company held by GAVL stands cancelled, pursuant to the Scheme of Arrangement between the Company and GAVL and their respective Shareholders, pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013, sanctioned by the Hon ble Bombay High Court vide its order dated January 8, 2016. SUBSIDIARY COMPANY: The Company had no subsidiary company as on April 1, 2015 and also there was no change in this position during the Financial Year 2015-16. ASSOCIATE COMPANY: The Company had no associate company [within the meaning of Section 2(6) of the Companies Act, 2013] as on April 1, 2015 and also there was no change in this position during the Financial Year 2014-15. DIRECTORS: The Board of Directors of the Company presently comprises of the following Directors:

1. Mr. B. S. Yadav (Director) 2. Mr. S. Varadaraj (Director) 3. Mr. Dharmender Kumar (Whole-time Director) 4. Dr. P. N. Narkhede (Director) Dr. P. N. Narkhede retires by rotation at the ensuing Annual General Meeting (AGM) of the Company in accordance with Section 152 of Companies Act, 2013 and Article 130 of Articles of Association of the Company and being eligible offers himself for re-appointment. DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): There were no changes in the Directors of the Company during the Financial Year 2015-16. Ms. Tejashree P. Gupte (FCS 7167) has resigned as the Company Secretary w.e.f. March 16, 2016. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: There were 7 (seven) Meetings of the Board of Directors held during the Financial Year 2015-16 (15 th April 2015, 17 th April 2015, 8 th May 2015, 1 st July 2015, 12 th October 2015, 11 th December 2015 and 16 th March 2016). REMUNERATION COMMITTEE: Pursuant to the provisions of Schedule XIII to the earlier Companies Act, 1956, your Company has a Remuneration Committee of Board of Directors comprising of the following Members:- 1. Mr. B. S. Yadav Chairman 2. Mr. S. Varadaraj Member 3. Dr. P. N. Narkhede Member The Company is not mandatorily required to constitute a Nomination and Remuneration Committee of the Board pursuant to the provisions of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014. EXTRACT OF ANNUAL RETURN: The Extract of Annual Return in Form MGT-9 pursuant to Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 and forming part of the Directors Report is annexed hereto as ANNEXURE A. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had 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 the Company at the end of the Financial Year (i.e., March 31, 2016) and of the Profit and Loss of the Company for that period (i.e., the Financial Year 2015-16); c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; and e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. RESPONSES TO STATUTORY AUDITORS QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS: There are no qualifications, reservations adverse remarks and disclaimers made by the Statutory Auditors in their Report on the Financial Statement for the Financial Year 2015-16. PARTICULARS OF LOANS, GUARNATEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013: As required to be reported pursuant to the provisions of Section 186 of the Companies Act, 2013, the Company has not, during the Financial Year 2015-16: a) given any loan to any person or other body corporate (except loans and/or advances to employees as a part of conditions of service applicable to employees); b) given any guarantee or provided any security in connection with a loan to any other body corporate or person; and c) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013: The particulars of contracts or arrangements with Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 and forming part of the Directors Report are contained in ANNEXURE B to this Directors Report. All the Related Party transactions which were entered into during the Financial Year 2015-16 were on arm s length basis and in the ordinary course of business.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information in respect of these matters, required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 and forming part of the Directors Report is given in the ANNEXURE C to this Directors Report. RISK MANAGEMENT POLICY: The Company has developed and implemented a risk management policy and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of the Company. SIGNIFICANT REGULATORY OR COURT ORDERS: During the Financial Year 2015-16, there are no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS: The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The Company s Corporate Audit & Assurance Department which is ISO 9001: 2008 certified, issues well documented operating procedures and authorities, with adequate built-in controls at the beginning of any activity and during the continuation of the process, if there is a major change. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. STATUTORY AUDITORS: The Members are requested to ratify the appointment of M/s. Kalyaniwalla & Mistry (K&M), Chartered Accountants, Bangalore (Firm Registration No. 104607W) as the Statutory Auditors of the Company for the current Financial Year 2016-17 at the ensuing Annual General Meeting (AGM) of the Company, pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014. The Members, at their Third Annual General Meeting held on July 15, 2014, have appointed K&M as the Statutory Auditors of the Company to hold office from the conclusion of the Third

AGM until the conclusion of the Eighth AGM, subject to ratification by the Members at each AGM, at such remuneration as may be mutually agreed upon between K&M and the Board of Directors of the Company. ADDITIONAL INFORMATION: The additional information required to be given under the Companies Act, 2013, has been laid out in the Notes attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors Report are self-explanatory and therefore do not call for any further explanation. HUMAN RESOURCES: Your Company continues to take various initiatives for the development of its human resources and has maintained healthy and harmonious industrial relations. Training on Carrier development planning and launched Online Learning Management System (LMS) and behavior based safety training programme was imparted to all employees during the year under review. The Board of Directors would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. PARTICULARS OF EMPLOYEES: There are no employees covered under the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. For and on behalf of the Board of Directors of Godrej Seeds & Genetics Limited Sd/- Dharmender Kumar Whole-time Director (DIN: 01811708) Sd/- B. S. Yadav Director (DIN: 00294803) Mumbai, April 15, 2016

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 ANNEXURE A TO THE DIRECTORS REPORT EXTRACT OF ANNUAL RETURN IN FORM NO. MGT-9 OF GODREJ SEEDS & GENETICS LIMITED As at the Financial Year ended on March 31, 2016 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i. CIN: U01403MH2011PLC218351 ii. Registration Date: 06/06/2011 iii. iv. Name of the Company: GODREJ SEEDS & GENETICS LIMITED Category / Sub-Category of the Company: Company limited by Shares Indian Non-government Company v. Address of the Registered Office and Contact details: Gate No. 2, Godrej Agrovet Limited Building, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079, Maharashtra, India Tel.: +91-22-2518 8010/8020/8030 vi. vii. Whether listed company: No Name, Address and Contact details of Registrar and Transfer Agent, if any: Not Applicable II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10 % or more of the total turnover of the Company:- Sr. No. Name and Description of Main Products / Services NIC Code of the Product / Service % to Total Turnover of the Company 1. Bajra Hybrid seeds 011011101112 74.62% 2. Mustard- Hybrid Seeds 011011101115 20.28%

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: SI. No. Name And Address of the Company 1. Godrej Agrovet Limited Registered Office: Godrej One, 3 rd Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079, Maharashtra, India CIN U15410MH1991PLC135359 Holding / Subsidiary / Associate Holding Company % of Shares Held 90% - Equity Applicable Section Section 2(87)(ii) 2. Godrej Industries Limited Registered Office: Godrej One, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079, Maharashtra, India L24241MH1988PLC097781 Holding Company (Holding Company of the Company s Holding Company) Nil (No direct shareholding) Section 2(87)(ii) 3. Godrej & Boyce Mfg. Co. Ltd. Registered Office: Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079, Maharashtra, India U28993MH1932PLC001828 Holding Company (Ultimate Holding Company) Nil (No direct shareholding) Section 2(87)(ii) IV. SHARE HOLDING PATTERN: (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding: Category of Shareholders No. of Shares held at the beginning of the year Demat Physical Total No. of Shares held at the end of the year % of Total Shares Demat Physical Total % of Total Shares % Change during the year A. Promoters

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 (1) Indian Individual / HUF - - - - - - - - - Central Govt. - - - - - - - - - State Govt.(s) - - - - - - - - - Bodies Corporate - 54,000 54,000 90-54,000 54,000 90 Nil Banks / FIs - - - - - - - - - Any other - - - - - - - - - Sub-total (A) (1) - 54,000 54,000 90-54,000 54,000 90 Nil (2) Foreign NRIs - Individuals - - - - - - - - - Other - Individuals - - - - - - - - - Bodies Corporate - - - - - - - - - Banks / Fis - - - - - - - - - Any other - - - - - - - - - Sub-total (A) (2) - - - - - - - - - Total Shareholding of Promoter (A) = (A) (1) + (A) (2) - 54,000 54,000 90-54,000 54,000 90 Nil B. Public Shareholding (1) Institutions Mutual Funds - - - - - - - - - Banks / FI - - - - - - - - - Central Govt. - - - - - - - - - State Govt.(s) - - - - - - - - - Venture Capital Funds - - - - - - - - - Insurance Companies - - - - - - - - - FIIs - - - - - - - - - Foreign Venture Capital Funds - - - - - - - - - Others (specify) - - - - - - - - - Sub-total (B) (1) - - - - - - - - - (2) Non- Institutions

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 (a) Bodies Corporate (i) Indian - - - - - - - - - (ii) Overseas - - - - - - - - - (b) Individuals (i) Individual shareholders holding nominal share capital upto Rs.1 lakh - 6,000 6,000 10-6,000 6,000 10 Nil (i) Individual shareholders holding nominal share capital in excess of Rs.1 lakh - - - - - - - - - (c) Others (specify) - - - - - - - - - Sub-total (B) (2) - 6,000 6,000 10-6,000 6,000 10 Nil Total Public Shareholding (B) = (B) (1) + (B) (2) - 6,000 6,000 10-6,000 6,000 10 Nil C. Shares held by Custodian for GDRs & ADRs - - - - - - - - - GRAND TOTAL (A + B +C) - 60,000 60,000 100-60,000 60,000 100 Nil (ii) Shareholding of Promoters:

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 No. of Shares held at the beginning of the year No. of Shares held at the end of the year Sr. No. Shareholder's Name No. of Shares % of Total Shares of the Company % of Shares pledged / encumbered to Total Shares No. of Shares % of Total Shares of the Company % of Shares pledged / encumbered to Total Shares % Change in Shareholding during the year 1 GODREJ AGROVET 54,000 90 Nil 54,000 90 Nil Nil LIMITED TOTAL 54,000 90 Nil 54,000 90 Nil Nil (iii) Change in Promoters Shareholding: Sr. No. Shareholding at the beginning of the year No. of Shares % of Total Shares of the Company Cumulative Shareholding during the end of the year No. of Shares % of Total Shares of the Company At the beginning of the year 54,000 90 54,000 90 Date-wise Increase / decrease in Promoters' Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity, etc.) - - - - At the End of the Year 54,000 90 54,000 90 (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sr. No. For Each of the Top 10 Shareholders Shareholding at the beginning of the year No. of Shares % of Total Shares of the Company Cumulative Shareholding during the end of the year No. of Shares % of Total Shares of the Company At the beginning of the year - - - -

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 Date-wise Increase / decrease in Promoters' Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity, etc.) - - - - At the End of the Year - - - - (v) Shareholding of Directors and Key Managerial Personnel: Sr. No. For Each of the Directors & KMP (Only Mr. Dharmender Kumar, Whole-time Director) Shareholding at the beginning of the year No. of Shares % of Total Shares of the Company Cumulative Shareholding during the end of the year No. of Shares % of Total Shares of the Company At the beginning of the year 6,000 10 6,000 10 Date-wise Increase / decrease in Promoters' Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity, etc.) - - - - At the End of the Year 6,000 10 6,000 10 V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding / accrued but not due for payment Indebtedness at the beginning of the financial year (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due Secured Loans excluding Deposits Unsecured Loans Deposits Total Indebtedness NIL 200000000 NIL 200000000 NIL NIL NIL NIL NIL 287671 NIL 287671 TOTAL (i +ii + iii) NIL 200287671 NIL 200287671

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 Less: transferred to Godrej Agrovet Ltd pursuant to the Scheme of Arrangement NIL NIL NIL NIL Changes in Indebtedness during the financial year (i) Principal Amount NIL -200000000 NIL -200000000 (ii) Interest due but not paid NIL NIL NIL NIL (iii) Interest accrued but not NIL -287671 NIL -287671 due Net Change NIL 200287671 NIL 200287671 Indebtedness at the end of the financial year (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL TOTAL (i +ii + iii) NIL NIL NIL NIL VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): A. Remuneration to Whole-time Director: Note: The entire remuneration of the Whole-time Director has been borne by Godrej Agrovet Limited (GAVL) (Holding Company), into which the Seeds business of the Company has demerged, pursuant to the Scheme of Arrangement between the Company and GAVL and their respective Shareholders, pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013, sanctioned by the Hon ble Bombay High Court vide its order dated January 8, 2016. The Appointed Date for the said demerger is April 1, 2015 and the Effective Date is February 9, 2016. Sr. No. of Remuneration Name of Wholetime Director Mr. Dharmender Kumar Total Amount 1 Gross Salary - -

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 (b) Value of perquisites under Section 17(2) of the Income Tax Act, 1961 (c) Profits in lieu of salary under Section 17(3) of Income Tax Act, 1961 - - - - - - Stock Option - - Sweat Equity (not issued during F.Y. 2014-15) - - 2 Commission - - As a % of profit - - Others (specify) - - Total (A) - - Ceiling as per the Companies Act N/A N/A B. Remuneration to other Directors: Sr. No. of Remuneration Names of Directors Total Amount Independent Directors: - Nil Fee for attending Board & Committee Meetings - Nil Commission - Nil Others (please specify) - Nil TOTAL (1) - Nil Other Non-executive Directors: - Nil Fee for attending Board & Committee Meetings - Nil Commission - Nil Others (please specify) - Nil TOTAL (2) - Nil TOTAL (B) = (1) + (2) - Nil Total Managerial Remuneration - Overall Ceiling as per the Act N/A

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 C. Remuneration to Key Managerial Personnel (KMP) other than Whole-time Director: Sr. No. of Remuneration Key Managerial Personnel Company CEO CFO Secretary Total Amount Gross Salary N/A Nil N/A Nil 1 (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 (b) Value of perquisites under Section 17(2) of the Income Tax Act, 1961 (c) Profits in lieu of salary under Section 17(3) of Income Tax Act, 1961 N/A Nil N/A Nil N/A Nil N/A Nil N/A Nil N/A Nil Stock Option N/A Nil N/A Nil Sweat Equity N/A Nil N/A Nil 2 Commission N/A Nil N/A Nil As a % of profit N/A Nil N/A Nil Others (specify) N/A Nil N/A Nil Total N/A Nil N/A Nil

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding Fee imposed Authority [RD / NCLT / Court] Appeal made, if any (give details) A. COMPANY Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil B. DIRECTORS Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil C. OTHER OFFICERS IN DEFAULT Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil For and on behalf of the Board of Directors of Godrej Seeds & Genetics Limited Sd/- Dharmender Kumar Whole-time Director (DIN: 01811708) Sd/- B. S. Yadav Director (DIN: 00294803) Date: April 15, 2016 Place: Mumbai

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 ANNEXURE B TO THE DIRECTORS REPORT FORM NO. AOC-2 Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto OF GODREJ SEEDS & GENETICS LIMITED As at the Financial Year ended on March 31, 2016 [Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014] 1. Details of contracts or arrangements or transactions not at arm s length basis: Not Applicable a) Name(s) of the Related Party and nature of relationship b) Nature of contracts/arrangements/transactions c) Duration of the contracts/arrangements/transactions d) Salient terms of the contracts or arrangements or transactions including the value, if any e) Justification for entering into such contracts or arrangements or transactions f) Date(s) of approval by the Board g) Amount paid as advances, if any h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188 2. Details of material contracts or arrangement or transactions at arm s length basis: a) Name(s) of the related party and nature of relationship 1) Godrej Agrovet Limited Holding Company b) Nature of contracts/ arrangements/transactions c) Duration of the contracts / arrangements/transactions Expenses charged by Godrej Agrovet Ltd., Holding Company Purchase of material from Godrej Agrovet Ltd., Holding Company Advances from Godrej Agrovet Ltd., Holding Company, Interest expenses on Advances from Godrej Agrovet Ltd., Holding Company Ongoing

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 d) Salient terms of the contracts or arrangements or transactions including the value, if any: e)date(s) of approval by the Board, if any Purchase of Fixed Assets from Godrej Agrovet Ltd., Holding Company: Rs. 1.87Lac Outstanding payable to Godrej Agrovet Ltd., Holding company Rs486.55 Lac Managerial remuneration paid by Godrej Agrovet Ltd., Holding Company: Rs Lac 15.04.2015, 08.05.2015, 01.07.2015, 12.10.2015, 11.12.2015, 16.03.2016 f) Amount paid as advances, if any Total outstanding payable to Godrej Agrovet Ltd., Holding Company: Rs.486.55 Lac For and on behalf of the Board of Directors of Godrej Seeds & Genetics Limited Sd/- Dharmender Kumar Whole-time Director (DIN: 01811708) Sd/- B. S. Yadav Director (DIN: 00294803) Date: April 15, 2016 Place: Mumbai

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 ANNEXURE C TO THE DIRECTORS REPORT PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO OF GODREJ SEEDS & GENETICS LIMITED As at the Financial Year ended on March 31, 2016 [Pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014] A. Conservation of Energy: The Company does not have any manufacturing facility at present. Therefore, disclosures pertaining to Conservation of Energy are not applicable to the Company. B. Technology Absorption, Adaptation and Innovation: Your Company continues with its efforts for technological upgradation with an objective to obtain improved quality at a low cost. Your Company has done the multi-location trials of Corn Hybrids evaluated last year in several states including Uttar Pradesh, Bihar, Maharashtra, Karnataka and Andhra Pradesh. This is the Company s effort to introduce high yielding single cross technology. Your Company also tested new germplasm of mustard in the State of Haryana. The Company has set up a research trial farm in Western U.P. for adaptive trials of all the material developed in house. The Company s expenditure on Research & Development (R&D) is given below:- Current Year (2015-16) Rs. In Lac Previous Year (2014-15) Rs. In Lac (a) Capital NIL 7.81 (b) Recurring NIL 252.13 (c) Total NIL 259.94 (d) Total R&D expenditure as a percentage of total turnover NIL 5.88%

Godrej Seeds & Genetics Limited Annexure to Directors Report: 2015-16 C. Foreign Exchange Earnings and Outgo: The details of Foreign Exchange earnings and outgo of the Company during the Year under review are as follows:- Current Year (2015-16) Rs. In Lac Previous Year (2014-15) Rs. In Lac A. Foreign Exchange Earned Nil Nil B. Foreign Exchange Used Nil 22.66 For and on behalf of the Board of Directors of Godrej Seeds & Genetics Limited Sd/- Dharmender Kumar Whole-time Director (DIN: 01811708) Sd/- B. S. Yadav Director (DIN: 00294803) Date: April 15, 2016 Place: Mumbai

GODREJ SEEDS AND GENETICS LIMITED Annual Account 2015-16 Balance sheet as on March 31, 2016 I Note No. Current Year Previous Year Equity & Liabilities (1) Shareholders' Funds (a) Share Capital 2 6.00 506.00 (b) Reserves And Surplus 3 (106.93) (1,760.78) Total Shareholders' Funds (100.93) (1,254.78) (2) Share Application Money Pending Allotment - - (3) Non Current Liabilities (a) Long Term Provisions 4-20.36 Total Non Current Liabilities - 20.36 (4) Current Liabilities (a) Short Term Borrowings 5 486.55 3,528.02 (b) Trade Payables 6 (i) Total outstanding dues of Micro enterprises and Small enterprises - - (ii) Total outstanding dues of creditors other than 214.23 1,837.24 Micro enterprises and Small enterprises (c) Other Current Liabilities 7 25.24 498.83 (d) Short Term Provisions 8-45.57 Total Current Liabilities 726.02 5,909.66 Total Equity and Liabilities 625.09 4,675.24 II Assets (1) Non Current Assets (a) Fixed Assets 9 (i) Tangible Assets - 118.11 (ii) Intangible Assets - - Total Fixed Assets - 118.11 (b) Deferred Tax Assets (Net) 10 - - (c) Long Term Loans and Advances 11-38.23 Total Non Current Assets - 156.34 (2) Current Assets (a) Inventories 12 372.09 3,414.14 (b) Trade Receivables 13 236.83 929.00 (c) Cash & Cash Equivalents 14 2.77 11.90 (d) Short Term Loans and Advances 15 13.40 163.86 Total Current Assets 625.09 4,518.90 Total Assets 625.09 4,675.24 0.00 The Notes 1 to 32 form an integral part of the Financial Statements As per our Report of even date For KALYANIWALLA & MISTRY CHARTERED ACCOUNTANTS FRN No. 104607W Signatures to Balance Sheet and Notes to Financial Statements For and on behalf of the Board of Directors of Godrej Seeds and Genetics Limited CYRUS JAL BHARUCHA DHARMENDER KUMAR B. S. YADAV Partner Whole-Time Director Director M. No: 034755 DIN : 01811708 DIN: 00294803 Place : Bangalore Place:Mumbai Place:Mumbai Date: 15.04.2016 Date:13.04.2016 Date:13.04.2016