Your Directors are pleased to present the FORTY NINTH Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31^st March, 2023.

Standalone Financial Results	Year ended 31st March
Particulars	2023	2022
	('' In lakhs)	('' In lakhs)
Sales & Other Income	45,612	38,927
EBITDA	3,041	2,421
Profit before tax and exceptional items	1,157	745
Tax Expenses	134	166
Profit after tax for the year (a)	1023	578
Total comprehensive income	851	498
Balance of Profit/Loss for earlier years (b)	7,223	6,744
Add: Remeasurement gain/(loss) of defined benefit plans (c)	-50	-66
Less: Dividend paid on Equity Shares (d)	120	33
Balance carried forward (a b c-d)	8,076	7,223

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 '' 17/- per equity share (170%) of the face value of '' 10/- each for the year ended 31^st March, 2023. [Previous year dividend was '' 9.00 per share (90%)].

FINANCIAL RESULTS, PERFORMANCE AND FUTURE OUTLOOK

The financial year gone by has been mostly 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 '' 45,612 lakhs in the fiscal year 2022-23 compared to '' 38,927 lakhs in the previous year, representing a growth of 17%. This growth was on account of a 4% growth in volume and a significant growth of 16% in value. The Reclaim Rubber (RR) business grew by 15% in revenues, the Engineering Plastics (EP) business growth was at 56%, the CDF business unit exhibited a 33% growth while the Rubber Composite (RC) business shrunk by 30% over its previous year on account of challenges its customer faced during the year. Profit after tax for the year as a result grew by 77% to '' 1,023 lakhs over the previous year compared to '' 578 lakhs in the previous year.

The increased focus on sustainable materials coupled with continued geopolitical tensions during the year led to a flat volume sales of RR. The growth in volume from RR was mainly in the domestic markets with tyre companies leading the growth, however the demand from international customers reduced on account of economic slow downs in Europe, North America and Latin America. 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. While the volume growth was muted, your company was successfully able to seek improved pricing for its product from the domestic customers and benefited from the currency depreciation of the INR against major currencies. However, the large portion of the volume & price benefit was offset by continued pressure of ocean freight costs (for the Q1-Q3) and other input cost increases linked to oil, energy & wage inflation.

The performance of the EP has been impressive and plans of erstwhile years seems to now fructify. With several customer approvals in automotive, electrical and compounding industries, the overall non-RR business witnessed doubling of revenue, with EP leading the way with a 56% growth. A slowdown in the RC business is on account of high ocean freights, with the business coming to a standstill for the last 6 months in the year gone by. The revival of the business is underway and your company remains hopeful for growth prospects in this area.

A fire at the plant producing engineering plastic compounds and RC in February this year caused significant damage to property and plant in. At GRP, we prioritize safety of the workforce and the surrounding communities and our dedicated team of trained professionals through swift response ensured the spread was contained without causing any casualties or loss of life. The fire on account of an electrical accident, caused a loss in revenue for the EP & RC business to the tune of '' 5 crore.

During the year under review, your company has made investments in a wholly owned subsidiary (WOS) for manufacturing of recycled Polyolefins to leverage the introduction of Extended Producer Responsibility (EPR) in the Plastics sector, has during the year commissioned its facility in Dahej for manufacturing semi-processed materials from end of life tyres to feed its plants in Ankleshwar & Panoli, invested in land adjoining its factory in Solapur for producing semi-processed rubber for its RR business & fibre for its Engineering Plastic business. Your company also divested its facility in Perundurai with an intent to consolidate and invest for future growth in its operations across Maharashtra & Gujarat. In line with the company''s focus on its core business of sustainable materials manufacturing, a divestment in its joint venture Marangoni GRP Private Limited and subsidiary Grip Polymers Limited was also undertaken during the year.

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.

CREDIT RATINGS OF SECURITIES
Rating Agency	Instrument Type	Rating	Date on which Credit Rating obtained
CRISIL Limited	Long Term Bank Facilities	CRISIL BBB /Stable	This rating is as on April 13, 2023.
	Short Term Bank Facilities	CRISIL A2

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year 2022-23, Company transferred '' 87,716.25/- of Unclaimed Dividend and 525 corresponding Equity Shares to Investor Education and Protection Fund(IEPF). As on 31^st March, 2023 there are 5,425 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. Ms. Jyoti Sancheti, Company Secretary of the Company is appointed as a Nodal Officer under the provisions of IEPF.

The unpaid dividend for the under noted years, if remained unclaimed for 7 (seven) years will be statutorily transferred by the Company to IEPF, in accordance with schedule given below:

Financial Year	Date of declaration of Dividend	Total Dividend (in '')	Unclaimed Dividend as on 31.03.2023 (in '')	To be transferred to IEPF latest by
2015-16	21.09.2016	1,33,33,330	1,19,210	24.11.2023
2016-17	10.08.2017	1,33,33,330	1,28,640	13.10.2024
2017-18	16.08.2018	1,66,66,663	10,948.75	19.10.2025
2018-19	22.08.2019	1,06,66,664	55,048	25.10.2026
2019-20	20.02.2020 (Interim Dividend)	73,33,332	42,476.50	24.04.2027
2020-21	12.08.2021	33,33,333	19,937.50	15.10.2028
2021-22	22.08.2022	1,19,99,997	84,935.63	25.10.2029

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).

The Company has incorporated GRP Circular Solutions Limited, wholly owned subsidiary on 3^rd August, 2022, whereas the Company disposed its shares from

i. Grip Polymers Limited, wholly owned subsidiary on 21^st March, 2023 and

ii. Marangoni GRP Private Limited, Joint Venture Associate Company on 20^th July, 2022 DIRECTORS

Alpana Parida resigned as an Independent Director of the Company w.e.f. 1^st July, 2022.

Dr. Peter Philip and Mahesh V. Gandhi retired by rotation as directors of the company at the conclusion of the company''s annual general meeting held on 22^nd August, 2022 and did not seek reappointment. This is in line with the Board''s policy on retirement for directors at the age of 75 and with an intent to infuse young talent on the board to drive its long term commitment to a sustainable future.

Saurabh Shah was re-appointed for the second consecutive term of five years from 12^th September, 2022 to 11^th September, 2027. The Board is of the opinion that the overall performance of Saurabh S. Shah is satisfactory and conducive to the growth and progress of the company. He has the requisite skills and capabilities for effective execution of his role and responsibilities as an Independent Director. His continued association would be of immense benefit to the Company and it is therefore desirable to continue to avail the services of Saurabh S. Shah as an Independent Director.

Anshul Mittal was appointed as an Additional Director (Independent) of the Company on 22^nd August, 2022 and whose appointment as an Independent Director of the Company approved by the shareholders on 19^th October, 2022 through postal ballot. The Board is of the opinion that his skills, capabilities and expertise in the area of Strategy, Project Operations and International Business shall be useful for effective execution of his role and responsibilities as an Independent Director.

Vivek Asrani was appointed as an Additional Director (Independent) of the Company on 22^nd August, 2022 and whose appointment as an Independent Director of the Company approved by the shareholders on 19^th October, 2022 through postal ballot. The Board is of the opinion that his skills, capabilities and expertise in the area of Strategy, Human Resource and Social Entrepreneurship shall be useful for effective execution of his role and responsibilities as an Independent Director.

Hemal Gandhi was appointed as an Additional Director (Executive) of the Company on 22^nd August, 2022 and whose appointment as an Executive Director of the Company approved by the shareholders on 19^th October, 2022 through postal ballot. The Board is of the opinion that she has skills, capabilities and expertise in the area of Branding and Communication, Human Resource and Social Entrepreneurship shall be useful for the effective execution of her role and responsibilities as an Executive Director.

In accordance with the provisions of the Companies Act, 2013, Rajendra V. Gandhi retires by rotation at the ensuing 49^th Annual General Meeting and being eligible offers himself for reappointment.

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 1 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 1, which forms part of this Annual Report.

RECOMMENDATIONS OF AUDIT COMMITTEE

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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, 2023, 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, 2023 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)

Jyoti Sancheti was appointed as a Company Secretary of the company w.e.f. 8^th June, 2022.

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).

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

There is no significant and material order passed by the regulators or courts or tribunals during the financial year 2022-23 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 16^th May, 2022 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 2022-23 on a remuneration of '' 2.00 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 2022-23.

Further, the Board of Directors at its meeting held on 27^th May, 2023 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 2023-24 on a remuneration of '' 2.30 lakhs p.a. plus out of pocket expenses and taxes.

The payment of the aforesaid remuneration for the financial year 2023-24 will have to be ratified by the shareholders at the ensuing 49^th Annual General meeting of the Company.

SECRETARIAL AUDIT REPORT

CS Khyati Vejani (Shah), proprietor of M/s. KGS & Company, Practicing Company Secretary (C.P. No.18549) has conducted secretarial audit for the financial year 2022-23 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 27^th May, 2023 has appointed CS Khyati Vejani (Shah), proprietor of M/s. KGS & Company, Practicing Company Secretary (C.P. No.18549), as the Secretarial Auditor of the Company for the financial year 2023-24.

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://www.grpweb.com/pdf/Vigil%20Mechanism%20(Whistle%20Blower)%20Policy.pd.

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, 2023 are given in Note 3 and 44 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. 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, 2023 are given in Note 38 to the financial statements of your company.

COMPANY''S POLICY RELATING TO PERFORMANCE EVALUATION OF THE BOARD, DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF DUTIES :

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://www.grpweb.com/pdf/Nomination-and-Remuneration-Policy-9.2.2023.pdf

REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM HOLDING OR 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, 2023 :

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

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

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

(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 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.

For and on behalf of the Board of Directors

Place : Mumbai Rajendra Gandhi Harsh Gandhi

Date : 27^th May, 2023 Managing Director Joint Managing Director