Grauer & Weil (India) Ltd

Dear Members,

The Directors have pleasure in presenting the 66^th Annual Report of Grauer & Weil (India) Ltd. for the financial year ended March 31, 2024.

The comparative financial performance of the Company for the financial year 2023-24 with the previous financial year 2022-23 is summarized below:

The total revenue of the Company at H 1,08,501.70 Lacs for the year ended March 31, 2024 is higher than corresponding previous year at H 99,511.90, a growth of 9.0%.

The growth in total revenue was primarily led by significant growth of total revenues of Engineering division 41.8% whilst Surface finishing revenues grew by 4.3%. The Business conducting revenues of Mall division were almost flat when compared to previous year. Detailed information can be found in Annexure ‘A' - Management Discussion and Analysis, which is an integral part of this report.

The Operating profit (EBIDTA before exceptional items) increased by 26.26% to H 21,849.50 Lacs, while the net profit grew by 28.74% to H 14,404.56 Lacs compared to the previous year. Further details on each business division's performance and outlook for the current year are provided in the Management Discussion and Analysis report.

A detailed review of operations, performance and outlook of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report as ‘Annexure A'. The Audit Committee has reviewed the Management Discussion and Analysis report for the year ended March 31, 2024.

Pursuant to requirements of Regulation 34 of the SEBI Listing Regulations read with Schedule V, a detailed report on Corporate Governance along with the Auditor's Certificate confirming thereon forms part of this Report as ‘Annexure B'.

The Board recommends a final dividend of H 0.50 per Equity Share (50% of face value) for the financial year ended March 31, 2024, subject to approval of Members at 66^th Annual General Meeting (‘AGM'). The dividend payment will be subject to applicable income tax deductions. Upon approval, the dividend will be paid to Members listed in the Register of Members as of the Book Closure Date / Record Date. The total dividend payout will be approximately H 2,267.06 Lacs, representing a 15.74% percentage of the standalone net profit after tax of the Company.

Pursuant to the requirements of Regulation 43A of SEBI Listing Regulations, the Dividend Distribution Policy of the Company is available at Company's website at https://growel.com/subpage/ Policy.

The Board of Directors recommends transferring a sum of H12,500 Lacs Lacs (Previous year: H10,000 Lacs) to the General Reserve for the financial year 2023-24.

The authorized share capital of the Company remains unchanged at H5,000.00 Lacs, divided into 50,00,00,000 Equity Shares of Re. 1/- each.

The Board of Directors of the Company have approved the issue of 22,67,05,750 Bonus Shares to its existing Shareholders in ratio of 1:1 i.e. 1 (One) new Bonus Share of face value of H1/- each on existing 1 (One) Equity Shares of face value of H 1/- each in its meeting held on February 26, 2024 and the same was approved by the Shareholders of the Company on March 30, 2024 through Postal Ballot Process.

No sweat Equity Shares or shares with differential rights were issued during the year. No Directors hold any convertible instruments as of March 31, 2024.

Key Financial Ratios in which there are significant changes i.e. change of 25% or more as compared to the immediately previous financial year, are provided in the Management Discussion and Analysis Report.

The Company has put in place an effective internal control system, that commensurate with its size and complexity, which undergoes a continuous review. These internal control systems provide, among other things, a reasonable assurance that transactions are executed with management authorization and are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safe guarded against significant misuse or loss. The internal control system is supplemented through an extensive internal audit programme and periodic review by management and Audit Committee.

Being an ISO 9001 and ISO 14001 certified Company, Standard operating procedures have been laid down for all business units to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms and review processes ensure that such systems are reinforced on an ongoing basis and updated with new / revised standard operating procedures in order to align the same with the changing business environment. Additionally, corrective measures are taken to enhance efficiency levels, if and when required.

The Company is also upgrading its' SAP-ECC system to SAP HANA which will offer inexhaustible possibilities to define queries for detection of exceptions and / or detection of deviating transactions, real-time analytics on transactional data, unmatched flexibility when changing reporting structures and even instantaneous simulation of business scenarios.

During the year, internal control system with reference to financial statements such controls were tested and no reportable material weaknesses in the design or operation were observed. The current system of internal financial controls is aligned with the statutory requirements. The Board of Directors are of the opinion that the Company has an adequate Internal Financial Controls system that is operating effectively as of March 31, 2024.

There were no instances of fraud which necessitated reporting of material misstatements to the Company's operations. There has been no communication from regulatory agencies concerning non-compliance with or deficiencies in financial reporting practices.

During the financial year ended March 31, 2024, the Company completed all its obligations towards CSR in compliance with requirement of Section 135 of the Companies Act, 2013. Further, during the year under review, Company has entirely spent the amount remaining in the Unspent CSR Account.

The CSR initiatives of the Company were under thrust areas of education, health, hygiene, sanitation and environment. The details of the initiatives taken by the Company pursuant to the provisions of Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, regarding Corporate Social Responsibility are given in ‘Annexure C', which forms part of this report.

There was no change in Corporate Social Responsibility Committee constituted in line with the requirements of Section 135 of the Companies Act, 2013. The details of Committee and its terms of reference are provided in corporate governance report. The CSR Policy of the Company is available on its website at https://growel.com/ subpage/Policy.

Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI Listing Regulations, The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Your Company's policy on Risk Management, the details of which are given in the Corporate Governance Report, is designed to minimise and mitigate the adverse consequence of risks on business objectives of the Company.

The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, which lays down the process to convey genuine concerns and seek resolution towards the same without fear of retaliation.

The Company has a whistle blower mechanism wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and

Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Fair Disclosure. The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of these Codes or an event an employee becomes aware of, that could affect the business or reputation of the Company.

The Audit Committee oversees the genuine concerns and grievances reported in conformity with this Policy. It is affirmed that no personnel of the Company have been denied access to the Audit Committee and no case was reported under the Policy during the year. The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https://growel. com/subpage/Policy. Brief details about the policy are provided in the Corporate Governance Report attached as ‘Annexure B' to this report.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on March 31, 2024 is hosted on the Company's website i.e. www.growel.com.

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V to the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided in the notes to the financial statements.

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm's length basis. No material contracts or arrangements with related parties were entered into during the year under review. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholders' approval under the SEBI Listing Regulations. Accordingly, disclosure of Related Party Transaction as required under Section 134(3)(h) of the Companies Act 2013 in form AOC-2 is not applicable.

The Related Party Transactions which are in ordinary course of business and on arm's length basis, of repetitive in nature and proposed to be entered during the financial year are placed before the Audit Committee for prior Omnibus approval. All Related Party Transactions are placed before the Audit Committee for review and approval. Your Company did not enter into any related party transactions during the year which could be prejudicial to the interest of the minority Shareholders. No loans / investments to / in the related party have been written off or classified as doubtful during the year under review.

For disclosures of related party relationship and transactions as per Ind AS - 24 : Related Party Disclosure, Note No. 34(J) to the annual audited financial statements of the Company for the financial year ended March 31, 2024 may be referred to. In conformity with the requirements of the Act, read with the SEBI Listing Regulations, the policy to deal with related party transactions is available on Company's website at https:// growel.com/subpage/Policy.

The Board of Directors of the Company by passing Resolution in their Board Meeting held on April 15, 2024, approved the allotment of 22,67,05,750 (Twenty Two Crore Sixty Seven Lacs Five Thousand Seven Hundred and Fifty) Equity Shares of H 1/- (One) each as fully paid up Bonus Shares, in ratio 1:1. As a result, the issued, subscribed and paid-up share capital of the Company increased from H 22,67,05,750 (Twenty Two Crore Sixty Seven Lacs Five Thousand Seven Hundred and Fifty Only) divided into 22,67,05,750 (Twenty Two Crore Sixty Seven Lacs Five Thousand Seven Hundred and Fifty) Equity Shares of H1/- (One) each to H 45,34,11,500/- (Rupees Forty Five Crores Thirty Four Lacs Eleven Thousand Five Hundred Only) divided into 45,34,11,500 (Forty Five Crores Thirty Four Lacs Eleven Thousand Five Hundred) Equity Shares of H1/- (One) each.

There is no material changes and commitments other than this, occurred between the end of the financial year of your Company and date of this report, which could have affect your Company's financial position.

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations. All orders received by the Company during the year are of routine in nature, which has no significant / material impact.

Further During the year under review, there was no proceeding initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Umeshkumar More (DIN : 00112662), Executive Chairman and Whole-time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. On the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors recommends his re-appointment as Director, liable to retire by rotation. The said re-appointment is subject to the approval of Members at the ensuing AGM. b. Independent Directors

In the opinion of the Board, all Directors including the Directors appointed / re-appointed during the year possess requisite qualifications, experience and expertise and hold high standards of integrity. All the Independent Directors have passed or are exempted from passing the proficiency test. The list of key skills, expertise and core competencies of the Board is provided in the Report on Corporate

Governance. Criteria for determining qualification, positive attributes and independence of a Director is given in the NRC Policy.

All Independent Directors have submitted requisite declarations confirming that they

(i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent; and

(ii) continue to comply with the Code of Conduct laid down under Schedule IV of the Act.

The Directors have further confirmed that they are not debarred from holding the office of Director under any SEBI order or under the order of any such authority. c. Familiarisation programme for the Directors

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new Independent Directors on matters related to the Company's value and commitments. They are also introduced to the organizational structure, constitution of various Committees, Board procedures, Risk Management strategies, etc. Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Senior management personnel of the Company makes presentations to the Board Members periodically, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc. and seek their opinions and suggestions on the same.

The Statutory Auditors and Internal Auditors of the Company make presentations to the Board of Directors with regard to regulatory changes from time to time.

To enhance their understanding of the business, they are invites to various conferences, exhibitions, meets of the Company. The details of program for familiarisation of the Independent Directors with the Company are available on the Company's website at www.growel.com. d. Performance evaluation

A detailed disclosure on the performance evaluation criteria and the process of board evaluation as well as the outcome has been provided in the Report on Corporate Governance.

The Board of Directors of the Company met Five times during the financial year ended March 31, 2024, on May 27, 2023, August 10, 2023, November 09, 2023, February 09, 2024 and February 26, 2024. The Independent Directors met on February 09, 2024, during the financial year under review. Details of attendance of meetings of the Board and its Committees are included in the report on Corporate Governance, which forms part of this Annual Report. f. Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders Relationship Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are provided in the Corporate Governance Report. g. Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company in accordance with Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Nirajkumar More - Managing Director (DIN : 00113191) Mr. Yogesh Samat – Director (Operations) (DIN : 00717877) Mr. Rohit More – Whole-time Director (DIN : 00139797) Mr. Gurinder Singh Gulati – Chief Financial Officer (FCA No. : 90728) Mr. Chintan K. Gandhi - Company Secretary (ACS No. : 21369)

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. It provides a safe heaven to all women, including its regular, outsourced employees and visitors.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2023-24 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil

b. Number of complaints filed during the financial year - Nil c. Number of complaints disposed of during the financial year – Nil

d. Number of complaints pending as on end of the financial year – Nil

As per SEBI Listing Regulations, your Company, being in the list of Top 1000 listed companies based on Market Capitalisation, is required to submit a Business Responsibility and Sustainability Report in place of Business Responsibility Report. Company has adopted Business Responsibility & Sustainability Report (BRSR) describing the initiatives taken by the Company from an Environmental, Social and Governance perspective and the same forms part of the Annual Report as ‘Annexure D'.

Your Directors confirm that they have:

i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended March 31, 2024;

ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) 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;

iv) prepared the annual accounts for the financial year ended March 31, 2024 on a going concern basis;

v) devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively; and

vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

As on date, Company has 1 (One) Indian subsidiary viz. Kamtress Automation Systems Private Limited and 2 (Two) overseas subsidiaries viz. Grauer & Weil (Shanghai) Limited in China and Growel Chemicals Co. Limited in Thailand and 2 (Two) Associate Companies viz. Grauer & Weil Engineering Private Limited and Growel Sidasa Industries Private Limited. During the year under review, Shareholders of Grauer & Weil Engineering Private Limited and Growel Sidasa Industries Private Limited passed resolution for striking off name of the Companies from Registrar of Companies (ROC) and the application for striking off the name of the Company were made to ROC.

As per the first proviso of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of your Company's Subsidiaries and Associate Companies in the prescribed format AOC - I, including the individual contribution of these companies towards the overall performance of Company during the period is given under consolidated financial statements forming part of this Annual Report. The copies of Audited / unaudited financial statements of the Subsidiaries will be made available upon request by any Member of the Company and also shall be available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Further, the accounts of the Subsidiaries shall also be uploaded on the Company's website at www.growel.com.

The Company does not have any material subsidiary. The policy for determining material subsidiaries is disclosed on the Company's website and the weblink for the same is at https://growel.com/subpage/Policy. During the year, the Board of Directors reviewed the affairs of subsidiaries. All the contracts / arrangements / transactions with related parties were on arm's length basis and in the ordinary course of business.

The consolidated financial statements of your Company for the financial year 2023-24 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the rules issued thereunder, the provisions of SEBI Listing Regulations and Indian Accounting Standard (Ind AS) - 110 on consolidated financial statements read with Indian Accounting Standard (Ind AS) - 28 on Investments in Associates and Joint Ventures. The audited consolidated financial statements are provided in the Annual Report along with the names of the companies which have become or ceased to become subsidiaries.

In 64^th Annual General Meeting of the Company held on September 22, 2022, M/s M. M. Nissim & Co. LLP has appointed as a Statutory Auditors of the Company to hold office for a period of 5 Years i.e. from the conclusion of 64^th Annual General Meeting (AGM) till the conclusion of 69^th AGM of the Company. They hold a valid certificate issued by the Peer Review Board of the ICAI.

The Notes to financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.

Your Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are being made and maintained by the Company as per said requirements and audited by M/s V. J. Talati & Co., Cost Accountants.

In respect of FY 2024-25, the Board, based on the recommendation of the Audit Committee, has approved the appointment of M/s V. J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment will be included in the notice of the ensuing Annual General Meeting. c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s GMJ & Associates, Firm of Practicing Company Secretaries, Mumbai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 in Form No. MR - 3 is attached as ‘Annexure E' to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s GMJ & Associates and the same is submitted to the stock exchange and it does not have any adverse remark.

The Board, on the recommendation of Audit Committee, has re-appointed M/s GMJ & Associates, as Secretarial Auditor of the Company for the financial year 2024-25.

Pursuant to Section 124 of the Companies Act, 2013 read with provisions of Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016, all shares in respect of which dividend has not been paid or claimed by the Shareholders for seven consecutive years or more were already transferred by the Company in favour of Investor Education and Protection Fund. The unclaimed dividend for the financial year 2015-16 have also been transferred to the Investor Education and Protection Fund established by the Central Government.

Your Company considers employee health and safety to be of prime importance and encourages employees to maintain a high quality of life. Your Company had adopted a strong-willed and proactive approach to avoid hazards and to safeguard its employees. A holistic approach is taken at work place for all health-related issues to achieve the aim of reducing events to a bare minimum. Your Company focuses on pre-emptive steps to enhance working conditions and encourage their personnel to lead healthier lifestyles. Our focus on health and safety helped avoid any fatalities during FY 2023-24. Your Company is environmentally conscious and believes in protecting the environment and building a sustainable society. It is committed to promoting healthier lives, contributing to the communities where it operates. It accords highest priority to the health and safety of its employees, customers and other stakeholders as well as to the protection of the environment.

Attention of the Members is invited to the Companies (Significant Beneficial Ownership) Amendment Rules, 2019 issued by the Ministry of Corporate Affairs, whereby a person is considered as a ‘Significant Beneficial Owner (SBO)', if he / she, whether acting alone, together or through one or more individuals or trust holds a beneficial interest of at least 10%. The beneficial interest could be in the form of a Company's shares or the right to exercise significant influence or control over the Company. A Shareholder holding shares in the Company on behalf of others or fulfilling the criteria as mentioned in the Companies (Significant Beneficial Ownership) Amendment Rules, 2019, is required to give a declaration specifying the nature of his / her interest and other essential particulars in the prescribed manner and within the permitted time frame.

a. During the financial year, the Company has not invited, accepted, or renewed any public deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

b. The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

c. The Information as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in ‘Annexure F' to this report.

d. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) the rules framed thereunder is enclosed as ‘Annexure G' to this report. The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the aforementioned Rules will be made available on request sent to the dedicated email address of the Company at secretarial@growel.com.

e. The Equity Shares of the Company are at presently listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001. The Company is regular in payment of listing fees.

f. Subject to the applicable provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of Members whose email IDs are registered in their demat account or are otherwise provided by the Members.

Your Directors would like to express their gratitude to the Shareholders for their continued trust, support and confidence. Your Directors also wish to convey their sincere gratitude to the Company's business partners, customers, vendors and the bankers who stood by the Company at all times and also to the government authorities for their valuable guidance from time to time. Your Directors place on record their appreciation towards the contribution made by the employees at all levels. The Company's consistent growth was made possible by their hard work, solidarity, cooperation and support.