Dear Shareholders,
 
 I am delighted to address you at the end of what has been yet another
 eventful and action packed year for GCPL. The recently concluded fiscal
 year can be best described as one of both consolidation and growth - we
 have endeavored to put in place a strong foundation for growth, while
 continuing to explore accretive opportunities to enhance both our scale
 and competitive position. Today, we are prominently placed across the
 three geographies and business categories of our 3 X 3 strategy. All
 our global businesses have imbibed the Godrej philosophy of Brighter
 Living - we share common values and similar processes and are focused
 on driving accelerated growth and creating value for all our
 stakeholders.
 
 2012 has been a year of uncertainty for both the global economy and the
 political environment.  From the uprisings in the Middle East and North
 Africa, to increased unemployment across regions and the sovereign debt
 crisis in the Eurozone, the impact has been widespread - volatile
 commodity prices, disruptions in supply chains and overall uncertainty
 across the globe.  The economic center of gravity has been shifting
 from the mature to the emerging or developing economies. These
 countries offer excellent opportunities for growth, driven by low costs
 and a relatively nascent consumer base.
 
 The Indian Economy
 
 The economic environment in India over the last year has been
 challenging. Surrounded by global uncertainties, the Indian economy has
 itself had a subdued performance over the last fiscal year with
 expected GDP growth of 6.5%. The reform programme has slowed down and
 governance issues have not been tackled as rapidly as they should be,
 but the opportunity is tremendous.  Restoring growth through reforms
 and good governance is going to be very important and should be the
 main objective of the government.  We expect the economy to get a push
 on the back of reforms such as the Goods and Services Tax, Direct Tax
 Code and opening up of FDI in key sectors. Progress on reforms will
 create a virtuous cycle of boosting production and consumption,
 improving India''s image, attracting more investments and reviving
 growth.
 
 The FMCG Sector
 
 Despite high interest rates, inflation and political uncertainty, the
 Indian FMCG market continued to grow at a healthy rate in the last
 fiscal year.
 
 Consumer demand within India remains strong and we are hopeful of that
 continuing. The FMCG sector continues to offer considerable opportunity
 for growth, given the increasing rural penetration and development in
 tier 2 and tier 3 cities.
 
 The sector has benefitted in the last few years from the rise in
 disposable income in rural areas, where 70% of the country resides.
 Through government programs such as National Rural Employment Guarantee
 Act (NREGA), and Minimum Support Prices (MSP), rural incomes and
 standards of living have improved. This has also led to increasing
 awareness and exposure to consumer products, and brand preferences in
 line with urban counterparts.
 
 The rise in overall cost of living and concerns over decrease in social
 expenditure may have some impact on the growth in rural FMCG sales in
 the short run, but over the medium to long- term, wage increases and
 enhanced exposure to consumer products will lead to sustained demand.
 Companies that are innovative, agile and responsive to the needs of
 consumers will stand out.
 
 Perspectives on our Performance
 
 Our performance for the year under review is a reflection of our
 focused endeavor to drive profitability and growth. Despite challenges
 on the economic front, I am delighted to report very strong operating
 performance, which is a reflection of our robust business model, a
 great team and our ability to manage risks and challenges effectively.
 
 Our domestic business performed impressively, with strong growth in
 Toilet Soaps and Home Insecticides and we continue to be the largest
 
 Indian Household and Personal Care Company.  The focus continues to be
 on growing ahead of the market, driving consumption and penetration and
 strengthening our portfolio across product categories.
 
 Our overall growth was also supported by the expansion of our
 international business, in line with our 3 X 3 strategy. This year, our
 international businesses delivered 38% of our total consolidated
 revenue, led by the Indonesia and Africa businesses.
 
 We recently entered the Chilean market with the acquisition of 60%
 stake in Cosmetica Nacional, a leading hair colourant player with a
 presence in colour cosmetics. This has helped us expand our scale and
 strengthen our portfolio of offerings in the South American continent.
 We have also completed the first phase of our acquisition of the
 Darling Group, which significantly accelerates our plans in Africa.
 
 I would like to welcome Temasek Holdings Pte.  as an investor. In
 January 2012, we accepted a binding offer from Baytree Investments
 (Mauritius) Pte. Ltd. (an indirect wholly-owned subsidiary of Temasek)
 to subscribe to 16,707,317 equity shares of face value Rs. 1 at a premium
 of Rs. 409 per equity share, for an aggregate issue size of Rs. 685 crore
 on a preferential allotment basis. As you are aware, Temasek is a
 leading investor globally.  Apart from being one of the earliest
 investors in India, Temasek''s focus geographies match very well with
 our global 3 X 3 strategy. The entry of this large and respected group,
 further endorses our strategy, team and execution capabilities.
 
 Outlook
 
 Going forward, we will continue to take strides towards executing our
 strategy. We believe there are significant opportunities to create
 value and derive synergies across geographies and business categories
 and are working on several initiatives to drive this. I look forward to
 sharing the results of these efforts in the year ahead.
 
 We will continue to strive to maintaining or extending our leadership
 in our core categories.  We are leaders in Hair Colour, Home
 Insecticides and Liquid Detergents and the number two player in Toilet
 Soaps in the Indian market.  We are also leaders in Air Fresheners and
 Wet Tissues in Indonesia, in Hair Colours in many countries in Africa
 and Latin America and in Hair Extensions in Africa, while holding the
 number two position in Home Insecticides in Indonesia and in Medicated
 Soaps in Nigeria.
 
 We will continue to leverage innovation as a differentiator and have a
 strong innovation pipeline in place to introduce exciting and
 disruptive new products like Godrej Advanced Powder Hair Colour and Hit
 Magic Paper.
 
 We are also simultaneously building a best in class supply chain and
 future ready sales organisation to support our business, while
 fostering a culture of professional entrepreneurism.
 
 I would like to take this opportunity to acknowledge the contribution
 of all our people, who have contributed immensely to our success. I
 would also like to acknowledge our business partners, vendors and other
 business associates. Finally, I would like to thank all our
 stakeholders for their continuous interest, support, trust and
 encouragement.
 
 We believe that the year ahead provides us with tremendous
 opportunities. While there will be challenges, we are confident that we
 have a sound strategy and a strong management team in place to capture
 the promise that lies ahead.
 
 Yours sincerely
 
 Adi Godrej
 
 Chairman