GRP Ltd

reserves

The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review.

dividend

Based on performance of the Company for the year under report and in line with its dividend pay-out policy, the Board recommends a dividend of ? 37.50/- per equity share (375%) of the face value of ? 10/- each for the year ended 31^st March, 2024. [Previous year dividend was ? 17.00 per share (170%)].

financial results, performance and future outlook

The financial year gone by has been positive for your Company on the back of deeper customer partnerships and continued focus on sustainability through product development and process upgradation. In the year gone by, your Company delivered a revenue of ? 46,396 lakhs in the fiscal year 2023-24 compared to ? 45,612 lakhs in the previous year, representing a growth of 1.72%. This growth was on account of a 7% growth in volume, however, there has been decline in sales value by 1.4% in respect to revenue. The Reclaim Rubber (RR) business grew by 1% in revenues, the Engineering Plastics (EP) business growth was at 5%, the CDF business unit at 3% growth while the Rubber Composite (RC) business grew by 114% over its previous year. Profit after tax for the year as a result grew by 132% to ? 2,371 lakhs over the previous year compared to ? 1,023 lakhs in the previous year.

In the year under review, GRP has successfully navigated through the volatility in the tyre industry, achieving an increase in reclaim rubber volume, driven by a notable growth in the Indian market. There was an uptick in rubber demand in India, albeit with a decrease in Reclaim Rubber demand. Nevertheless, GRP successfully expanded its market share in India. On the international front, the subdued market conditions were reflected in our export volumes. However, the international customers continue to invest in long term development projects and continue engagement with your company to increase the share of Reclaim in their products. Despite challenges such as rising external costs in energy (fuel surcharges) and wages (minimum wage inflation), we successfully mitigated these through initiatives, including the adoption of renewable power sources, bio-based fuels, and automation. These efforts not only enhanced efficiency and achieved cost savings but were also complemented by reduced ocean freight rates compared to the previous year, thereby improving our margins.

The year also marked the successful launch of the EPR regime, providing an additional revenue stream for recyclers. Our company has capitalized on this opportunity by realizing partial sales of EPR credits during the year. The stabilization of this policy is expected to generate long-term positive cash flow, enabling increased investment and scalability.

Looking ahead, we anticipate continued strength in our order book. Approvals for newly developed products are expected to boost future earnings. Our focus will remain on tightening working capital as we invest in synergistic businesses. Additionally, the expansion of crumb rubber capacity will pave the way for future plans in various downstream applications. Among others Engineering Plastics

has seen a 12% rise in its volumes within the year, a significant achievement given the operational disruptions caused by a fire incident in February 2023. A notable achievement was the approval of GRP's EP product portfolio by a global compounder, opening avenues for its use in automotive OE brands. GRP also successfully launched a new product range made from ocean plastic waste, capitalizing on the growing focus on ocean cleanup. There has been a significant upturn in sales volume and EBITDA in the Rubber Composite business compared to FY 23. This increase was supported by reduced freight costs and an operational overhaul by our partner, which helped navigate challenging times and gradually recover the business. Our focus for the year will remain to develop new applications in RC & CDF businesses.

GRP's wholly owned subsidiary, GRP Circular Solutions Limited (GCSL), initiated the Repurposed Polyolefin business and formally began manufacturing in Q4 FY 2024, securing key approvals in the Paint & Lubricant packaging sector. These approvals, achieved after rigorous testing, will go a long way in establishing GRP as a partner of choice in this industry and the shift towards increased recycled content by brand owners will further bolster GRP's non-tyre business.

In respect of the fire which had occurred in the preceding financial year in the holding company, the insurance claim on inventory lost has been settled during the year and a loss of ? 239.57 lakhs has been recognised as an exceptional item in the results.

In case of Property, Plant and Equipment of the holding company, the same has been reinstated during the year [at a cost of ?538.26 lakhs] and has been added to PPE. The WDV of the PPE that was so destroyed [? 350.50 lakhs] was treated as Insurance receivable in the preceding year. The company had lodged a claim of ? 996.20 Lakhs towards the same and the final claim in respect of said reinstatement has not yet been approved by the Insurance company. A sum of ? 250.00 lakhs has been received on account. The net amount of Insurance Claim when approved by the Insurance Company shall be reduced from Gross Block of PPE.

change in the nature of business

During the year there was no change in the nature of business of the Company.

material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

details of revision of financial statement or the report

There was no revision in Financial Statement or the Report in respect of any of the three preceding financial years.

share capital

There was no change in the Company's share capital during the year under review. The Company's paid-up equity share capital remained at ? 1,33,33,330 comprising of 13,33,333 Equity Shares of ? 10/- each.

investor education and protection fund (iepf)

During the financial year 2023-24, Company transferred ? 1,19,210.00/- of Unclaimed Dividend and 817 corresponding Equity Shares to Investor Education and Protection Fund (IEPF). As on 31^st March, 2024 there are 6,242 Equity Shares in the demat account of IEPF authority. The details of such shareholders are available on the website of the Company. The voting rights of the Equity shares transferred to IEPF shall remain frozen and Dividend or any other benefit accrued on those shares shall be transferred to IEPF account till the rightful owners of such shares claim the same. Such shares can be claimed back by the shareholders from the IEPF authority as per the procedures laid down in the IEPF rules. Jyoti Sancheti, Company Secretary of the Company is appointed as the Nodal Officer under the provisions of IEPF.

subsidiaries

Salient features of the financial statements of its wholly owned subsidiary company viz. GRP Circular Solutions Limited and subsidiary body corporate viz. Gripsurya Recycling LLP are attached herewith in form AOC-1 (Annexure 1).

directors

Rajeev Pandia, Independent Director of the Company has completed his second and final term of five consecutive years as an Independent Director of the Company on 31^st March, 2024 and consequently ceased to be a Director of the Company w.e.f. 1^st April, 2024. Directors placed on record their appreciation and their gratitude for the valuable services rendered by Rajeev M. Pandia during his decade long tenure as an Independent Director of the Company.

In accordance with the provisions of the Companies Act, 2013, Harsh R. Gandhi retires by rotation at the ensuing 50^th Annual General Meeting and being eligible seeks reappointment.

Commensurate with the succession and promotion policies and practices of the company, Rajendra V. Gandhi will continue to be a Whole Time Director of the Company redesignated as an Executive Chairman of the Company.

As a sequel to the above, Harsh R. Gandhi shall continue as the Whole Time Director of the Company redesignated as a Managing Director of the Company.

All the Independent Directors have submitted their declarations to the Board to the effect that they meet the required criteria of independence as mentioned in the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and also that they are independent of the management.

board meetings

The details of the number of meetings of the Board and other Committees are given in the Corporate Governance Report in Annexure 3 which forms a part of this Annual Report.

composition of committees and meetings

The details pertaining to composition of Committees and details of Committee Meetings are included in the Corporate Governance Report in Annexure 3, which forms part of this Annual Report.

recommendations of audit committee

All the recommendations of Audit Committee were accepted by the Board of Directors.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed and there had been no material departure;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2024 and of the profit and loss account of the company for the year ended on that date;

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;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

frauds reported by auditor

No frauds have been detected/reported by any of the Auditors of the Company.

key managerial personnel (kmp)

There is no change in the office of the KMPs during the financial year.

management discussion and analysis and corporate governance

Report on Management Discussion and Analysis (Annexure 2) and Report on Corporate Governance (Annexure 3) are set out in this annual report, including the certificate from Auditors of the Company, certifying compliance of the conditions of corporate governance as stipulated in schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Annexure 4).

MATERIAL ORDERS OF JUDICIAL BODIES/REGULATORS

There is no significant and material order passed by the regulators or courts or tribunals during the financial year 2023-24 that impacts the going concern status and company's operations in future.

statutory auditors

M/s. Rajendra & Co. (Firm Regn. No.108355W), Chartered Accountants, Mumbai, have been appointed as Statutory Auditors of the Company, as per the applicable provisions of the Companies Act, 2013, at the Forty-eighth Annual General Meeting of the company held on 22^nd August, 2022, for a period of 5 (Five) consecutive financial years, from the conclusion of the Forty-eighth Annual General Meeting of the Company until the conclusion of the Fifty-third Annual General Meeting of the Company.

cost auditors

At the recommendation of the Audit Committee, the Board of Directors at its meeting held on 27^th May, 2023 has approved the appointment of M/s. Kishore Bhatia & Associates (Firm Registration No.00294), Cost Accountants, as the Cost Auditor's to conduct the audit of the cost records of the Company for the financial year 2023-24 at a remuneration of ? 2.30 lakhs p.a. plus out of pocket expenses and taxes. The Company has maintained the cost accounting records under section 148 of the Companies Act, 2013 for the financial year 2023-24.

Further, the Board of Directors at its meeting held on 17^th May, 2024 has reappointed M/s. Kishore Bhatia & Associates (Firm Registration No.00294), Cost Accountants, as the Cost Auditor's to conduct the audit of the cost records of the Company for the financial year 2024-25 on a remuneration of ? 2.50 lakhs p.a. plus out of pocket expenses and taxes.

The payment of the aforesaid remuneration for the financial year 2024-25 will have to be ratified by the shareholders at the ensuing 50^th Annual General meeting of the Company.

secretarial audit report

CS Khyati Vejani, proprietor of M/s. KGS & Company, Practicing Company Secretary (C.P. No.18549) has conducted secretarial audit for the financial year 2023-24 pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder. The secretarial audit report is attached herewith (Annexure 5).

Further, the Board of Directors at its meeting held on 29^th June, 2024 has appointed CS Khyati Vejani, proprietor of M/s. KGS & Company, Practicing Company Secretary (C.P. No.18549), as the Secretarial Auditor of the Company for the financial year 2024-25.

compliance with secretarial standards

The Company has complied with the applicable Secretarial Standards as listed below-

a. SS-1 on Meetings of the Board of Directors

b. SS-2 on General Meeting

c. SS-3 on Dividend

d. SS-4 on Report of the Board of Directors

vigil mechanism

The Company has established a vigil mechanism and oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairperson of the Audit Committee in exceptional cases. Vigil Mechanism (Whistle Blower) Policy has been hosted by the company on its website. The web link to access the above policy hosted by the Company on its website www.grpweb.com is as follows:

https://grpweb.com/pdf/Vigil-Mechanism(Whistle-Blower)Policy.pdf

development and implementation of risk management

Periodic assessments by functional heads to identify the risk areas are carried out and Management is briefed on the risks to enable the Company to control risks through a properly defined plan. The risks are classified as Strategic risks, operational risks, market risks, people risks and financial risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the Key business risks and the actions taken to manage it.

details of policy developed and implemented by the company on its corporate social responsibility (csr) activities

The CSR Committee has been constituted by the Board of Directors. The Committee has adopted CSR policy to contribute towards social and economic development of the communities where the Company operates in, and while doing the same, to build a sustainable way of life for all sections of society, with emphasis and focus on education, health care, sustainable livelihood and empowerment of women. The CSR Policy has also been uploaded on the website of the Company. The web link to access the above policy hosted by the Company on its website www.grpweb.com is as follows:

https://www.grpweb.com/pdf/Corporate-Social-Responsibilitv-Policv-2020.pdf

The Annual Report on CSR activities of the Company is attached herewith. (Annexure 6)

particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

The particulars of Loans, guarantees or investments made under Section 186 as on 31^st March, 2024 are given in Note 3 and 47 to the financial statements of your company.

particulars of contracts or arrangements made with related parties

During the financial year, your company entered into related party transactions, which were on an arm's length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. And all related party transactions were approved by the Audit Committee of your company. Therefore, report as required in Form AOC-2 is not annexed to this report.

All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval(s) so granted on a quarterly basis.

The details of contracts and arrangement with related parties of your company for the financial year ended 31^st March, 2024 are given in Note 38 to the financial statements of your company.

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board which are based on;

Knowledge to perform the role;

Time and level of participation;

Performance of duties and level of oversight; and

Professional conduct and independence;

The evaluation was carried out by means of the observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness. The Board is collectively of the opinion that the overall performance of the Board, Committees thereof and the individual Directors is satisfactory and conducive to the growth and progress of the Company.

The web link to access the Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013, hosted by the company on its website www.grpweb.com is as follows:

https://grpweb.com/pdf/Nomination-and-Remuneration-Policv- 9.2.2023.pdf

REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM SUBSIDIARY COMPANY

Neither the Managing Director nor the Whole time Director of the Company receive any remuneration or commission from any of its subsidiaries.

corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016 (ibc)

There is no such application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

policy against sexual harassment

The Company has in place Policy for prevention of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the financial year ended 31^st March, 2024 :

(a) Number of complaints pending at the beginning of the year - Nil

(b) Number of complaints received during the year - Nil

(c) Number of complaints disposed of during the year - Nil

(d) Number of cases pending at the end of the year - Nil

deposits

The Company does not have any deposits covered under the provisions of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

annual return

The Annual Return referred to in Section 134(3)(a) of the Companies Act, 2013 for the year ended 31^st March, 2023 is available on the website of the Company: http://grpweb.com/investors.html

information pursuant to section 197(12) of the companies act, 2013

The information as required under Section 197(12) of the Act read with applicable rules (to the extent applicable) is attached herewith (Annexure 7).

INFORMATION PURSUANT TO SECTION 134 (3)(m) & (q) OF THE COMPANIES ACT, 2013

The above information (to the extent applicable) is attached herewith (Annexure 8).

acknowledgements

Your Directors place on record their appreciation for the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers.