Grindwell Norton Ltd

Dear Members,

Your Directors are pleased to present the 74^th Annual Report of the Company along with the audited financial statements for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

(' crores)

* figures of the previous period have been restated with effect from May 27, 2022, to give effect to the Merger by Absorption between the Company and PRS Permacel Private Limited.

DIVIDEND

Your Directors are pleased to recommend for approval of the Members a dividend of ?17/- per equity share of the face value of ?5/- each for the financial year ended March 31, 2024. The dividend on equity shares, if approved by the Members, would involve a cash outflow of ?188.22 crores, as against the cash outflow of ?160.54 crores in the previous year.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the reserves.

OPERATIONS

The Indian economy continued to perform well with an estimated growth of 7% to 7.3% during the financial year 2023-24. The growth in the Indian economy has been principally led by strong domestic demand and capital formation, however the private sector investment continued to be low. Despite, the global uncertainties, the services sector exports showed a robust growth. While the geo-political conditions affected the manufacturing for exports, the reduction in imports (due to low priced Russian oil) reduced the imbalance in the trade account deficit compared to previous year. The Index for Industrial Production ("IIP") witnessed a growth of 6.1% in the financial year 2023-24. While the core industries grew reasonably well, export oriented segments had big impact due to geo-political situation. Reflecting this, your Company's consolidated revenue from operations and operating profit (restated) posted a modest growth of 5.7% and 4.3% respectively.

ABRASIVES

The demand from end user segments like Auto, Auto Components, steel and foundry was consistent throughout the year. While the fundamentals remain strong there were some segments where customers faced headwinds due to lack of demand from Western countries and intense price pressure due to Chinese competition. The business also witnessed competitive pressure from the large global players. The improved product-mix, gain in market share and continued control over cost helped the business grow sales and operating profit by modest 6.2% and 7.3% respectively.

CERAMICS & PLASTICS

The Performance Ceramics and Refractories ("PCR") business witnessed modest growth. The improved operating efficiencies and higher sales volume helped to increase the operating margin. The steep fall in the demand of Life Science segment has impacted the performance of Performance Plastics business. While there has been increase in the input cost, better product mix helped to maintain the margins. The Silicon Carbide business witnessed improved volumes, however, lower sales realization resulted in reduction in operating margins. With the easing of COVID curbs in Bhutan, there was an overall increase in the output of the plant. While the overall sales of Ceramics and Plastics segment grew by 3.7% the operating profit lowered by 8.9% over previous year.

DIGITAL SERVICES & OTHERS

The Captive IT Development Centre ("INDEC") had a stable year. The Digital Services segment witnessed a normal increase in revenue in 2023-24, which is in line with the expectations.

SUBSIDIARIES

The Company has a subsidiary in Bhutan, Saint-Gobain Ceramic Materials Bhutan Private Limited ("SGCMBPL"). With COVID restrictions constraint not being there, the operations were stable. In terms of sub-regulation (1)(c) of Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") SGCMBPL is not a material subsidiary.

The National Company Law Tribunal ("NCLT"), Mumbai bench had approved the Scheme of Merger by Absorption between PRS Permacel Private Limited ("Permacel"), wholly-owned subsidiary, and your Company under section 230-232 of the Companies Act, 2013 vide an order dated June 22, 2023. Pursuant to this order all the assets and liabilities of Permacel, were transferred and vested in your Company at fair value with effect from May 27, 2022, being the appointed date.

JOINT VENTURE

During the year, the Company executed Share Sale and Purchase agreement ("Agreement") with Shinagawa Refractories Co. Ltd. (Japan), for sale of 49% equity shares held by the Company in SG Shinagawa Refractories India Private Limited ("SGSR") for a consideration of ?8 crore. The closing conditions pertaining to the said Agreement were concluded on November 30, 2023 and SGSR ceased to be a Joint Venture of the Company as on that date.

During the year, the Company subscribed 49% equity stake at a net consideration of ?15 crores in Advanced Synthetic Minerals Private Limited.

The consolidated financial highlights provided above include details of the Company's subsidiary and Joint Ventures.

ASSOCIATE COMPANY

From a sustainability perspective, the Company invested in Cleanwin Energy Three LLP to procure green energy through wind power for its Mora Plant. This investment was beneficial in terms of cost optimization and enhanced sustainability.

In accordance with Section 129(3) of the Companies Act, 2013 ("Act"), Rule 5 of the Companies (Accounts) Rules, 2014 and relevant Accounting Standards ("AS"), the Company has prepared consolidated financial statements (incorporating the financial results of the subsidiary companies and Joint Venture), which forms part of the Annual Report. A statement in Form AOC-1 containing salient features of the financial statements of the subsidiary companies and Joint Venture are also included in the Annual Report. In accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company, containing therein the standalone and consolidated financial statements and audited financial statements of the subsidiary have been placed on the website of the Company, www.grindwellnorton.co.in/investor-information>Annual Reports.

FUTURE PROSPECTS

While the global geo-political and economic situation could bring in uncertainties, the overall economic growth in general and industrial growth in particular is neutral to positive. India's strong infrastructure push, logistics development and industrial corridor development will contribute significantly to raising industrial competitiveness and boosting future growth. Improvement in household consumption, bright prospects for capital formation, owing to an upturn in private capex cycle, improved business sentiments, healthy balance-sheets of banks and corporates and the government's continued thrust on capital expenditure to drive growth will propel the economic growth. Your Company's management will focus on growth led by new products and new markets. While the geopolitical tensions and climate shocks could bring in short term risk, the Directors and the Company's Management have immense confidence in your Company's future.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

HUMAN RESOURCES

The Company's primary focus is to provide a professional work culture that fosters innovation, ensures high performance, and empowers employees to grow and develop individually. The Company strives to become a leader in all the businesses it operates in and places a strong emphasis on enhancing employee capabilities through training. The hiring and onboarding practices of the Company adhere to the best industry standards, and a fair and transparent performance evaluation process is followed. To improve organizational efficiency, employee engagement, and skill levels, the Company encourages participation in various training programs and mandatory e-learning courses. More generally, employee relations were cordial and productive at all sites of your Company. At the end of the financial year, there were 2524 permanent employees on the rolls of the Company.

PREVENTION OF SEXUAL HARASSMENT

The Company is dedicated to establishing and maintaining a positive work environment that is free from any kind of discrimination or harassment. The Company firmly believes that all employees have the right to be treated with dignity and respect, and it maintains a zero-tolerance policy towards any violations of its Code of Conduct, particularly with regards to sexual harassment. To address any such issues, the Company has an Internal Complaints Committee ("ICC") in place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. One (1) complaint was received during the year on sexual harassment, which was investigated, addressed and disposed in accordance with the established grievance redressal process,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND ENVIRONMENT

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act and read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out in the Annexure 1 of this Report. Your Company is committed to ensure a clean and green, pollution-free environment as well as a safe and healthy workplace at all plant locations and work sites. The Company adheres strictly to the Environment, Health, and Safety Charter, policies, and procedures established under the Saint-Gobain Group.

The Company's plants have been certified under ISO 9001: 2015, ISO 14001:2015 and ISO 45001:2018. These certifications and various awards acknowledge the efforts put in and outcomes achieved in enhancing the Environment, Health and Safety ("EHS") across all its work sites.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 ("Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is annexed as Annexure 2(A) to this Report. The Statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the above Rules, is provided in Annexure 2(B) forming part of this Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits, and thus, there were no outstanding amounts due on account of principal or interest on public deposits as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL CESSATION/RETIREMENT

Mr. Keki Elavia (Director Identification No. 00003940) was re-appointed as an Independent, Non-Executive Director at the Annual General Meeting ("AGM") of the Company held on July 25. 2019, for second term of five (5) consecutive years. As per the provisions of the Listing Regulations, Mr. Keki Elavia as an Independent, Non-Executive Director will be completing his second term and he will retire from the Board of the Company at the ensuing AGM. The Board of Directors placed on record their deep appreciation for the enormous contributions made by Mr. Keki Elavia, as an Independent, Non-Executive Director and Chairman of the Company. The Company and the Board benefitted immensely from Mr. Keki Elavia's vast experience, knowledge and insights.

Mr. Krishna Prasad (Director Identification No. 00130438), Whole-Time Director designated as Executive Director of the Company retired with effect from May 6, 2024. The Board of Directors placed on record their appreciation for the substantial contribution made by Mr. Krishna Prasad for over 34 years, out of which seven (7) years as an Executive Director. Under his strong leadership, the Ceramics and Plastics business has witnessed robust and sustained growth and success.

Mr. Deepak Chindarkar, Chief Financial Officer of the Company retired with effect from December 31,2023. The Board of Directors placed on record their appreciation for the significant contribution made by Mr. Deepak Chindarkar for over 37 years to the Company.

APPOINTMENT/RE-APPOINTMENT

As per the Companies Act, 2013 ("Act") and the Articles of Association of the Company, Mr. David Eric Molho (Director Identification No.09326249), Non-Executive Director will retire by rotation and has been eligible and offered himself for re-appointment. The Board of Directors recommends his re-appointment and a resolution seeking Members approval, along with other essential details, is included in the Notice.

Mr. Subodh Nadkarni (Director Identification No. 00145999) was appointed as an Independent, Non-Executive Director of the Company at the AGM held on July 24, 2020, for a term of five consecutive years commenced from July 25, 2019 up to July 24, 2024. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee and in accordance with the provisions of the Act, Rules and Listing Regulations, recommends his re-appointment as an Independent, Non-Executive Director, for a second term of five (5) consecutive years effective from July 25, 2024 up to July 24, 2029, not liable to retire by rotation, subject to approval of the Members at the ensuing AGM of the Company by way of Special Resolution. Mr. Subodh Nadkarni has wide experience in the fields of Finance, Commerce, Project management, Human resources and General management and his re-appointment will immensely benefit your Company. The Board of Directors recommends his re-appointment and a resolution seeking Members approval, along with other essential details, is included in the Notice.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in accordance with the provisions of the Act, Rules and Listing Regulations, at its meeting held on May 6, 2024, recommended the appointment of Mr. Kaustubh Govind Shukla (Director Identification No.10580359) as a Non-Executive Director and Independent Director of the Company, not liable to retire by rotation, for a term of five (5) consecutive years effectiv from July 18, 2024 up to July 17, 2029, subject to approval of the Members at the ensuing AGM of the Company by way of Special Resolution. The Company has received a notice under Section 160(1) of the Act proposing his candidature for the office of Non-Executive Director and Independent Director of the Company. Mr. Kaustubh Govind Shukla has wide experience in operations and management and his induction on the Board of the Company will benefit your Company. The Board of Directors recommends his appointment and a resolution seeking Members approval, along with other essential details, is included in the Notice.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee and in accordance with provisions of the Act, Rules and Listing Regulations appointed Mr. Venugopal Shanbhag (Director Identification No. 08888359) as an Additional Director with effect from May 7, 2024. He shall hold office as an Additional Director up to the date of ensuing AGM and is eligible for appointment as a Director. The Board of Directors, at the same meeting, also appointed him as the 'Whole-Time Director designated as Executive Director' of the Company, not liable to retire by rotation, for a period of five (5) years effective from May 7, 2024 up to May 6, 2029, subject to the approval of the Members at the ensuing AGM of the Company by way of Ordinary Resolutions. The Company has received a notice under Section 160(1) of the Act proposing his candidature for the office of Executive Director of the Company. Mr. Venugopal Shanbhag has wide experience and expertise in Management, Sales and Operations and his appointment as a Director will benefit your Company. The Board of Directors recommends his appointment and a resolution seeking Members approval, along with other essential details, is included in the Notice.

The disclosures required pursuant to Regulation 36 of the Listing Regulations, Clause 1.2.5 of the Secretarial Standard on General Meetings are given in the Notice of AGM and Schedule V of the Listing Regulations are given in the Corporate Governance Report, forming part of the Annual Report. The Members are also requested to refer to the pertinent items listed in the Notice of the AGM.

Mr. Jean-Claude Lasserre was appointed as a Non-Executive Additional Director with effect from May 24, 2023 and members approved the said appointment through ordinary resolution at the Annual General meeting held on August 14, 2023.

Ms. Archana Hingorani (Director Identification No. 00028037) was re-appointed as an Independent, Non-Executive Director for a second term of five (5) consecutive years, commenced from April 1,2024 up to March 31,2029. Her re-appointment was approved by the Members through Postal Ballot on March 8, 2024.

Mr. Hari Singudasu was appointed as Chief Financial Officer of the Company effective January 1, 2024. He has been associated with the Company for more than two decades and since then held various roles within the organization.

Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 and May 7, 2024 are as follows:

None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company, other than salaries, commission, sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The purpose of the familiarisation programme is to acquaint the Independent Directors with the Company's business model and the industry in which it operates. Details of the familiarisation programme are accessible on the Company's website, www.grindwellnorton.co.in/investor-information>Corporate Governance>Familiarisation Programme for Independent Directors. Furthermore, the Independent Directors are periodically briefed on the latest developments in the Company and its operations.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to review the Company's businesses and to discuss strategy and plans. A tentative annual calendar of meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation. During the year, six (6) board meetings and one (1) meeting of Independent Directors were held. The maximum interval between the board meetings did not exceed the period stipulated under the Act and the Listing Regulations.

COMMITTEES OF THE BOARD

The Board has constituted or reconstituted its committees in compliance with the Act and Regulation 18 to 21 of the Listing Regulations during the year. The Committees currently in place are the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The Corporate Governance Report provides information about the Committees, their composition, meetings and other relevant details.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134 of the Act:

i. that in the preparation of the annual financial statements for the financial year ended on March 31, 2024, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. that such accounting policies have been selected and applied consistently and judgments and estimates have been made, 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 on March 31, 2024, and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a 'going concern' basis;

v. that proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and are operating effectively.

With reference to the point number (v), the Board believes that the Company has sound Internal Financial Controls ("IFC") commensurate with the nature and size of its business. However, business is dynamic and the IFCs are not static, and evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will, therefore, be gaps in the IFC as the business evolves. The Company has established a mechanism to consistently detect such deficiencies and implement updated or enhanced controls wherever the potential impact of such gaps on the Company's operations is significant.

DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration. These are set out in the Policy for Appointment of Director, Key Managerial Personnel ("KMP") and Senior Management Appointment Criteria, Performance Evaluation and Removal, which is annexed as Annexure 3 to this Report and is also accessible on the Company's website at www.grindwellnorton.co.in/investor-information>Policies.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee has adopted a framework for performance evaluation of the Board, its committees, individual directors, and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of Board functioning, the composition of Board and its committees, culture, execution and performance of specific duties, obligations and governance. The evaluation parameters are based on the execution of specific duties, quality, deliberation at the meeting, independence of judgement, decision making, the contribution of Directors at the meetings and functioning of the Committees. The performance of the Board, its committees, individual directors, and chairperson was assessed by the Nomination and Remuneration Committee and the Board. In addition, the Independent Directors conducted an evaluation of the performance of Non-Independent Directors, Chairperson, and the Board as a whole. The Board of Directors also appraised the performance of the Independent Directors, their fulfillment of independence criteria specified by the Act and Listing Regulations, and well as their independence from management. The Director being evaluated did not participate in the evaluation process.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year were in the ordinary course of business and on an arm's length basis. During the year, no material related party transactions were entered by your Company. Prior approval of the Audit Committee is obtained for all related party transactions. The Audit Committee monitors, on a quarterly basis, the related party transactions entered vis-a-vis the related party transactions approved by the Audit Committee. The policy on related party transactions, as approved by the Board, is available on the website of the Company, www.grindwellnorton.co.in/investor-information>Policies.

There are no transactions that are required to be reported in Form AOC-2. The details of the transactions with related parties pursuant to Ind AS-24 are provided in the accompanying financial statements.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Your Company believes that its primary objective is to cater to the requirement of its customers, while simultaneously create job opportunities, providing livelihood and income for all its stakeholders (including suppliers, vendors, service providers, employees, lenders, shareholders etc.). In addition, it aims to contribute to the government's revenue. According to your Company's belief, meeting its obligations to society entails pursuing its main objective while upholding the highest standards of corporate governance and ethical conduct in its business operations. Against the backdrop of this belief, your Company is committed to executing the objectives outlined in its CSR policy. The CSR policy and initiatives were undertaken during the year, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are set out in Annexure 4 to this Report. In accordance with Section 135 of the Act, Corporate Social Responsibility Committee of the Board, having an Independent Chair, has been constituted to monitor the CSR policy and programs. During the year, the Company has spent ?7.80 crores towards CSR activities, which are in line with the CSR policy of the Company.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROLS

Your Company recognises that managing risk is an integral part of good management practice and an essential element of good corporate governance. It aims to have a common, formalized, and systematic approach for managing risk and implementing risk management processes across the Company. The Company ensures effective communication and management of risk across all risk categories. The Company has identified elements of risk, which may threaten the existence and financial position of the Company, which are set out in the Management Discussion and Analysis Report.

The Company's Internal Financial Control systems are commensurate with the nature of its business, financial statements, and the size and complexity of its operations. These are routinely tested and certified by the Statutory as well as Internal Auditors. Significant audit observations and follow-up actions thereon are reported to the Audit Committee.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company has adopted and disseminated its Whistle Blower Policy to provide a secure environment and to encourage employees and others to report unethical, unlawful or improper practices, acts or activities including a leak or suspected the leak of Unpublished Price Sensitive Information and to prohibit any adverse personnel action against those who report such practices, acts or activities, in good faith. During the year, the Company received two (2) complaints, and both of which were investigated and duly disposed of. The Whistle Blower Policy is accessible on the website of the Company, www.grindwellnorton.co.in/investor-information>Policies.

Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W / W100166) were appointed as Statutory Auditors of your Company at the 72^nd AGM of the Company held on July 29, 2022, till the conclusion of the 77^th AGM of the Company. The Statutory Auditors confirmed they are not disqualified from continuing as Auditors of the Company.

Cost Auditor

In accordance with Section 148 of the Act and Rules framed thereunder, the cost audit records are maintained by the Company in respect of the products which are required to be audited. Your Directors, on the recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No. 000065), to conduct the audit of the cost records maintained by the Company for the financial year ended March 31,2024. M/s. Rao, Murthy & Associates, Cost Accountants, have under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for the appointment. In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors have to be ratified by the Members of the Company. Accordingly, an appropriate resolution forms part of the Notice convening the AGM. The Board of Directors seeks your support in approving the proposed remuneration of ?3,25,000/- (Rupees three lakhs twenty five thousand only) plus applicable taxes and out of pocket expenses at actuals payable to the Cost Auditor for the financial year ending March 31, 2025. M/s. Rao, Murthy & Associates, Cost Accountants, have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years.

Secretarial Auditor

In accordance with Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had re-appointed M/s. Parikh & Associates, Company Secretaries (Peer Review No.1129/2021), a firm of Company Secretaries in Practice to undertake 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 set out in Annexure 6 of this Report. The Board has also re-appointed M/s. Parikh & Associates, Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2024-25.

Comments on Auditors' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Kalyaniwalla & Mistry LLP, Statutory Auditors, in their Auditors' Report, by M/s. Parikh & Associates, Secretarial Auditor, in their Secretarial Audit Report and by M/s. Rao, Murthy & Associates, Cost Accountants, in their Cost Audit Report. The Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company's operations.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return as on March 31, 2024 is accessible on the Company's website, www.grindwellnorton.co.in/investor-information>Annual Reports.

DISCLOSURE REQUIREMENTS

As per Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis Report are attached, which forms part of this Report. As per Regulation 34 of the Listing Regulations, a Business Responsibility and Sustainability Report is attached and is a part of this Annual Report. The Dividend Distribution Policy of the Company as required under the Listing Regulations was adopted to set out the parameters and the circumstances that will be taken into account by the Board of Directors in determining the distribution of dividend to its shareholders. The policy is annexed as Annexure 5 of this Report and is also accessible on the Company's website, www.grindwellnorton.co.in/investor-information>Policies.

SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with relevant compliances relating to Foreign Exchange Management Act, 1999.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to acknowledge, with sincere gratitude, the support of its esteemed customers, the strength it derives from its association with Compagnie de Saint-Gobain and its subsidiaries, the unwavering support and collaboration of the employees and bankers, and the loyalty of the large family of the Company's dealers, suppliers and esteemed shareholders.

For and on behalf of the Board of Directors