Directors Report of GP Petroleums Ltd.

Mar 31, 2025

Your Directors'' present herewith the 42^nd Annual Report together with Audited Financial Statements of your Company for the
financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

Particulars	2024-2025	2023-2024
Income from Operations	60,926.56	65,515.56
Other Income	260.30	193.55
Total Revenue	61,186.86	65,709.11
Profit before Interest, Depreciation & Tax (EBIDTA)	4,141.85	4,209.47
Less: Interest and Finance Charges	121.15	39.24
Depreciation	474.31	454.50
Profit before Taxes	3,546.39	3,715.73
Less: Provision for Income Tax including Deferred Tax	913.97	944.67
Net Profit / (Loss) after Tax	2,632.42	2,771.06
Other Comprehensive Income	(65.97)	(57.60)
Less: Income tax relating to above	-	-
Other Comprehensive Income after tax	(65.97)	(57.60)
Total Comprehensive Income for the year	2,566.45	2,713.46

PERFORMANCE OF THE COMPANY

Your Company has shown resilience and strategic agility in
managing a complex mix of external and industry-specific
challenges, despite a volatile global environment.

During the financial year under review, the Company reported
total revenue of '' 612 Crores, as against '' 657 Crores. in the
previous year. This decline was primarily attributable to a
reduction in trading sales volume, in line with our strategic
decision to optimize and rationalize non-core trading
activities in favor of improving operational efficiency and
profitability.

Due to this strategic planning, though the Company recorded
a decline in absolute profit (PBT) of 4.5% from '' 37.2 Crores.
in FY 2024 to '' 35.5 Crores. in FY 2025, it is noteworthy that
the profit margins (PBT) were maintained at 5.8% for FY
2025 vs 5.7% for FY 2024, reflecting our strong focus on cost
optimization, efficient operational practices, and a balanced
product mix.

GP Petroleums, a key player in the lubricant manufacturing
industry, is significantly reliant on base oil which is a crude oil
derivative as its core input. The year was deeply influenced by
ongoing geopolitical tensions in the Middle East and Eastern
Europe, particularly in oil-producing and transit regions.

These conflicts not only disrupted the supply of crude and
refined oil products but also introduced uncertainty in pricing
and shipping routes.

Due to the aforementioned external challenges, our core
manufacturing business segment experienced pressure,
limiting our ability to enhance overall profitability during the
year. Despite these headwinds, we are pleased to report that
our automotive lubricants division demonstrated resilience
and recorded a commendable growth of 6% in both revenue
and profitability, reflecting the strength of our brand,
distribution network, and customer-centric product offerings.

Backed by a solid foundation, focused execution, and a
clear strategic vision, your Company is well-positioned to
navigate uncertainties and capitalize on emerging growth
opportunities in the year ahead.

DIVIDEND

To conserve cash for the Company''s growth and for strategic
reasons, the Board of Directors of the Company do not
recommend any Dividend for the Financial Year 2024-25.

TRANSFER TO RESERVE

Your Company has not transferred any amount of profits to
reserves for the Financial Year 2024-25.

SHARE CAPITAL

During the year under review, there was no change in the
Paid-up Equity Share Capital of the Company and it remained
at '' 25,49,21,915/- (divided into 50984383 equity shares of
'' 5/- each).

NATURE OF BUSINESS

GP Petroleums Limited is engaged in the manufacturing and
marketing of lubricating oils, greases, rubber process oils, and
other derivatives derived from base oils. These products are
marketed under the well-established brand name "IPOL". In
addition to its core manufacturing operations, the Company
also undertakes trading activities in base oils, bitumen, and
fuel oils, based on emerging opportunities in the market.

The Company''s operations are structured across three key
business verticals: Industrial Lubricants, Rubber Process Oils,
and Automotive Lubricants.

Industrial Lubricants:

This portfolio includes a comprehensive range of general-
purpose lubricants such as hydraulic oils, gear oils, spindle
oils, slideway oils, and turbine oils. We also manufacture
engine oils, greases, and a full suite of metalworking fluids
including soluble cutting oils, semi-synthetic coolants, neat
and water-soluble cleaners, neat cutting oils, mist oils,
spark erosion oils, quenching oils, rust preventives, as well
as specialty oils like thermic fluids, crack detection oils, and
plunger lubrication oils. Transformer oils and white oils are
also part of our product line-up.

Rubber Process Oils (RPO):

Our RPO segment comprises aromatic, paraffinic, and
naphthenic oils, along with secondary plasticizers, which are
widely used across multiple industrial applications.

The Industrial and RPO segments cater to a broad spectrum
of industries including automotive OEMs, industrial OEMs,
auto component manufacturers, general engineering, metal
processing, rubber and plastic product manufacturers, tyre
companies, textiles, cement, sugar, and mining sectors.

Automotive Lubricants:

Under the IPOL brand, the Company offers a wide portfolio
of automotive lubricants catering to various segments of
the Bazaar Trade. These include Diesel Engine Oils (DEO),
Passenger Car Motor Oils (PCMO), Motorcycle Oils (MCO),
gear and transmission oils, greases, and specialty products.

Additionally, the Company holds an exclusive license from
Repsol S.A., Spain, to manufacture and market its range
of lubricants in India. The Repsol brand, with its strong
association with MotoGP, primarily focuses on the premium
MCO segment. These products are formulated to meet the
latest engine requirements and are compliant with BS VI
emission norms. The partnership with Repsol was renewed in
2022 for an additional period of five years.

Research and Development:

The Company has a dedicated and efficient R&D facility that
supports the development of innovative, energy-efficient, and
environmentally sustainable products. Our R&D team ensures
that product formulations are aligned with evolving global
standards, OEM specifications, and market expectations.
Customised solutions are developed to address specific
customer requirements.

The Company''s manufacturing facility is located at Vasai,
Valiv Village, in the Thane district of Maharashtra, with an
installed annual production capacity of 80,000 KL.

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

QUALITY ASSURANCE AND ACCREDITATIONS

GP Petroleums Limited remains committed to maintaining
the highest standards of quality, safety, and environmental
sustainability across its operations. The Company''s
manufacturing facility at Vasai is certified with multiple
international standards, reflecting its robust quality and
management systems. These certifications include:

• ISO 9001:2015 - Quality Management Systems

• ISO 45001:2018 - Occupational Health & Safety
Management

• ISO 14001:2015 - Environmental Management Systems

• IATF 16949:2016 - Quality Management System specific
to Automotive OEMs

The Company''s accredited R&D Centres play a vital role in
supporting continual improvements in product formulations,
ensuring adherence to global quality benchmarks, and
enhancing performance across product lines.

Our products, marketed under the trusted IPOL and
REPSOL brands, are widely recognized in the industry for
their consistently high quality, technical reliability, and
comprehensive range.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on March 31, 2025, the Board of Directors of your Company
comprised 6 (six) directors possessing extensive experience
and expertise in their respective field. Of these 1 (one)
is an Executive Director, 2 (two) are Non-Executive Non¬
Independent Directors and the remaining 3 (three) are Non¬
Executive Independent Directors.

During the year under review, the following changes took place
in the composition of the Board and Senior Management:

• Mrs. Stuti Kacker (DIN: 07061299), Non-Executive
Independent Director, was re-appointed for a further
term of two (2) years w.e.f. August 05, 2024.

• Mr. Ashok Kumar Gupta (DIN:08786735) was appointed
as a Non-Executive Independent Director for a term of 2
(two) consecutive years w.e.f. August 13, 2024.

• Mr. Mahesh Damle (DIN: 08261516), completed his
second and final term as an Independent Director and
ceased to be a Director of the Company w.e.f. the close of
business hours on October 28, 2024.

• Mr. Rajesh Mittal (DIN: 00231710) was appointed as a
Non-Executive Independent Director for a term of 2 (two)
consecutive years w.e.f. January 18, 2025.

• Mr. Bhaswar Mukherjee (DIN: 01654539), completed his
second and final term as an Independent Director and
ceased to be a Director of the Company w.e.f. the close of
business hours on February 11, 2025.

• Mr. Manish Thapar, Business Head - Automotive of
the Company (SMP), tendered his resignation due to
personal reasons and ceased to hold the said position
w.e.f. the close of business hours on October 31, 2024.

The Board places on record its sincere appreciation for the
leadership, guidance, and meaningful contributions of the
Directors during their respective tenures. Their steadfast
commitment to strong governance practices and their active
role in shaping the Company''s long-term growth trajectory
have been truly commendable.

RETIREMENT BY ROTATION AND SUBSEQUENT
RE-APPOINTMENT

In accordance with the provisions of Section 152 and other
applicable provisions of the Companies Act, 2013, Mr. Arjun
Verma (DIN: 10102249), Whole Time Director of your Company
retires by rotation at the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment. Your
Board of Directors recommends his re-appointment. Brief
resume/details of Mr. Arjun Verma as required under the
Listing Regulations and Secretarial Standards forms part of
the notice of 42^nd AGM.

Except as stated above, there were no other changes in the
composition of the Board of Directors and Key Managerial
Personnel or Senior Management Person during the financial
year under review.

MATERIAL CHANGE AND COMMITMENT HAVING
OCCURRED SINCE THE END OF THE YEAR AND TILL
THE DATE OF THE REPORT

There were no material changes and commitments occurred
since the end of the year and till the date of the report except
the following:

• The Company has signed a Joint Venture Agreement with
West Coast Oils LLP on May 06, 2025 to establish a joint
venture company for the purpose of engaging in the
business of manufacturing and trading of the specialty
bitumen products and other allied commodities - all

types and grades of Bitumen Emulsions, PMB (Polymer
Modified Bitumen), CRMB (Crumb Rubber Modified
Bitumen) and other value added Bitumen Products.

• The Company has entered into a Share Purchase
Agreement on June 07, 2025, to acquire 50% stake
in Amron Oil Resources Private Limited (the "Target
Company") to form it as its JV Company in association
with West Coast Oils LLP.

• The Company has executed Manufacturing and
Marketing Agreement with Delta Fuel and Lubricants
Nigeria Limited, based in Lagos, Nigeria (Manufacturer/
Distributor) on July 08, 2025, to manufacture/blend,
supply and market products under the brand name IPOL
in the territory of Nigeria and other West African markets.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted
declarations under the provisions of Section 149(7) of the
Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"), confirming that they meet
the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations. They have also affirmed that they are not
aware of any circumstance or situation which exists or may
be reasonably anticipated that could impair or impact their
ability to discharge their duties as Independent Directors
with objective and independent judgment and without any
external influence. Further, all Independent Directors have
complied with the provisions of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 (as
amended), pertaining to the inclusion of their names in the
Independent Directors'' Databank. There has been no change
in the circumstances affecting their continued status as
Independent Directors of the Company. Moreover, none of the
Directors of the Company have been debarred or disqualified
from holding the office of Director pursuant to any order
issued by SEBI or any other statutory authority.

The Board has taken on record the declarations and
confirmations submitted by the Independent Directors after
undertaking due assessment of the veracity of the same.
In the opinion of the Board, all the Independent Directors
possess requisite qualifications, experience, expertise
(including proficiency in terms of Section 150(1) of the Act
and applicable rules thereunder) and hold high standards of
integrity required to discharge their duties with an objective
independent judgment and without any external influence.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Company has adopted a comprehensive Nomination,
Remuneration and Succession Planning Policy, formulated
in line with the recommendations of the Nomination and
Remuneration Committee of the Board. This policy governs the
appointment and remuneration of Directors, Key Managerial
Personnel (KMPs), and Senior Management, and is aligned

with the provisions of Section 178 of the Companies Act, 2013
and the applicable provisions of the SEBI Listing Regulations.

The policy outlines the criteria for identifying and evaluating
individuals for appointment to the Board and senior positions,
as well as the framework for determining their compensation,
keeping in view factors such as qualifications, experience,
performance, and industry benchmarks.

The salient features of the policy are provided in the Corporate
Governance Report, which forms part of this Annual Report,
and the complete policy is available on the Company''s website
at: https://gppetroleums.co.in/wp-content/uploads/2025/06/
NR-Sucession-Policy.pdf

PERFORMANCE EVALUATION OF BOARD AND ITS
VARIOUS COMMITTEES

In compliance with the provisions of the Companies Act, 2013,
and the SEBI Listing Regulations, as amended from time
to time, the Board of Directors has undertaken an annual
evaluation of its own performance, the performance of its
various Committees, and that of the individual Directors.

The evaluation process was based on a well-defined set of
parameters. The manner, criteria, and process of evaluation
have been detailed in the Corporate Governance Report,
which forms part of this Annual Report.

DECLARATION BY THE COMPANY

None of the Directors of the Company are disqualified from
being appointed as Directors as specified in Section 164(2) of
the Act read with Rule 14 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) and (5) of the Companies Act,
2013, your Directors hereby state and confirm that:

I. In the preparation of the annual accounts, the applicable
accounting standards have been followed, along with
proper explanation relating to material departures if,
any.

II. Such accounting policies have been selected and
applied consistently and judgments and estimates have
been made that are reasonable and prudent to give a
true and fair view of the Company''s state of affairs as at
the end of the Financial Year and of the Company''s profit
and loss of the Company for the year ended on that date.

III. 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. The annual financial statements have been prepared on
a going concern basis.

V. That internal financial controls were laid down to be

followed and that such internal financial controls were
adequate and were operating effectively.

VI. Proper systems were devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial
controls with reference to its financial statements. These
controls are designed to ensure the orderly and efficient
conduct of business operations, including strict adherence to
Company''s policies, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness
of accounting records, and the timely preparation of reliable
financial information.

The Company has implemented robust policies and standard
operating procedures to reinforce these objectives. The
Internal Audit function, through periodic audits, reviews
the effectiveness of these controls. Based on internal
audit reports, process owners are required to undertake
appropriate corrective and remedial actions within their
respective domains to enhance the control environment.

Significant audit findings and the corresponding corrective
measures are regularly reviewed and monitored by the
Audit Committee of the Board. Further details regarding the
adequacy of internal financial controls are provided in the
Management Discussion and Analysis, forming part of this
Annual Report.

AUDITORS

STATUTORY AUDITORS AND AUDIT REPORT

The Shareholders of the Company at the 41^st Annual General
Meeting, had approved the appointment of M/s. J Mandal
and Co. LLP, Chartered Accountants (Firm registration No.
302100E/500422N), as the Statutory Auditors of the Company
for a term of 5 years commencing from the conclusion of the
41^st Annual General Meeting till the conclusion of the 46^th
Annual General Meeting.

The Statutory Auditors'' vide their report dated May 28, 2025,
have expressed an unmodified opinion on the Audited
Financial Statements for the year ended March 31, 2025. The
report of the Statutory Auditors read with notes to account
being self-explanatory needs no further clarification. No
qualification, reservation or adverse remark has been
reported in the Auditor''s Report.

SECRETARIAL AUDITORS AND AUDIT REPORT

The Board, at its meeting held on May 28, 2025, based
on the recommendation of the Audit Committee, has
considered, approved, and recommended to the Members
of the Company, the appointment of M/s. Pusalkar & Co.,
Practicing Company Secretaries as Secretarial Auditors of
the Company. The proposed appointment is for a term of 5
(five) consecutive years from the financial year 2025-26 to
the financial year 2029-30, on payment of such remuneration

as may be mutually agreed upon with Secretarial Auditors.
M/s. Pusalkar & Co., have confirmed that they are not
disqualified from being appointed as the Secretarial Auditors
of the Company and satisfy the prescribed eligibility criteria.
The Secretarial Audit Report and the Secretarial Compliance
Report for the financial year 2024-25, does not contain any
qualification, reservation, or adverse remark.

During the year under review, the Secretarial Auditors have
not reported any instances of fraud under Section 143(12)
of the Act and therefore disclosure of details under Section
134(3)(ca) of the Act is not applicable. For further details on
the proposed appointment of Secretarial Auditors, please
refer to the 42^nd Notice of AGM.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies
Act, 2013, M/s. Jain Mittal Chaudhary & Associates carried out
the internal audit of the Company for the year under review.

The Board on the recommendation of the Audit Committee
has appointed M/s. PNG & Co., Chartered Accountant, as the
Internal Auditors of the Company to conduct the internal audit
in fair and transparent manner for the Financial Year 2025-26.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, as amended from time to time, your
Company has been carrying on Cost Audit of the Company
and accordingly such accounts and records are maintained
by the Company.

The Board on the recommendation of the Audit Committee has
re-appointed Mr. Dilip Murlidhar Bathija, Cost Accountants,
as the Cost Auditors for conducting the cost audit of your
Company for the Financial Year 2025-26. The Company has
also received necessary certificate(s) from the Cost Auditors
under Section 141 of the Act, conveying his eligibility to act as
a Cost Auditor.

As required under the Companies Act, 2013, a resolution
seeking member''s approval for ratification and consideration
of the remuneration payable to the Cost Auditor forms part of
the Notice convening 42^nd AGM.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements entered into with
related parties referred to in Section 188(1) of the Companies
Act, 2013 in prescribed Form AOC-2 is annexed to this report.

RISK MANAGEMENT

Your Company has laid down a well-defined risk management
framework to identify, assess and monitor risks and strengthen
controls to mitigate risks and also has a comprehensive Risk
Management Policy in place.

The Risk Management Committee meets at periodical
intervals to review various elements of risk categorized into

high, medium and low risk areas and the Board through the
Committee monitors the risk mitigation measures to ensure
that the risks are mitigated through appropriate measures
undertaken and the probability of recurrence is minimized.
Relevant details of the Committee and its working to mitigate
the risk is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Detailed information on Corporate Social Responsibility
Policy developed and implemented by the Company on CSR
initiatives taken during the year pursuant to Section 135 of
the Companies Act, 2013, as Annual Report on CSR activities is
annexed to this Report. Other relevant details in relation to CSR
Committee, such as terms of reference of the CSR Committee,
number and dates of meetings held and attendance of the
Directors are given separately in the Corporate Governance
Report.

TRANSFER OF AMOUNTS AND SHARES TO
INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies
Act, 2013 and the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 and any amendment thereof, read with all relevant
notifications as issued by the Ministry of Corporate Affairs
from time to time, all shares in respect of which dividend
has remained unpaid or unclaimed for a period of seven
consecutive years have been transferred by the Company,
within the stipulated due date, to the Investor Education and
Protection Fund (IEPF).

A list of shareholders along-with their DP ID and Client ID and
Folio No. who have not claimed their dividends for the last 7
consecutive years and whose shares are therefore liable to
transfer to IEPF Account, has been displayed on the website
of the Company at www.gppetroleums.co.in besides sending
communications to individual respective shareholders and
issuance of public notice in Newspapers.

Members are requested to ensure that they claim the dividends
and shares referred above, before they are transferred to the
said Fund. The time due for transfer of unclaimed dividend to
IEPF are provided in the Notes to the notice of 42^nd AGM. The
shareholders are encouraged and requested to verify their
records and claim their dividends for all the earlier seven
years, if not claimed.

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

Your Company remains committed to providing a safe,
respectful, and inclusive work environment for all employees,
particularly women, and has adopted a Zero Tolerance Policy
towards any form of sexual harassment at the workplace.
The Company has formulated and implemented a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment
at Workplace, in alignment with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules framed thereunder.

The policy is applicable to all women employees of the
Company, whether permanent, contractual, temporary, or
trainees, across all locations. It sets out clear definitions,
redressal mechanisms, and responsibilities to ensure that all
employees can work in an environment free of harassment,
intimidation, and abuse.

In accordance with the said Act, the Company has constituted
an Internal Complaints Committee (ICC), comprising both
internal members and an external independent member
with relevant experience. The ICC is empowered to receive,
investigate, and redress complaints, and it functions with
complete confidentiality and impartiality.

The Company conducts regular awareness programs,
sensitization workshops, and training sessions across
locations to educate employees about the policy, their rights,
and the procedure for reporting incidents. These initiatives
reinforce the Company''s commitment to fostering a culture of
respect and accountability.

During the financial year under review, no complaints of
sexual harassment were received by the Internal Complaints
Committee.

Your Board of Directors reaffirms its commitment to upholding
the dignity of every individual at the workplace and ensuring
a safe working environment for all.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961

Your Company remains committed to ensuring a safe and
supportive work environment for all women employees and
complies with the provisions of the Maternity Benefit Act, 1961
and the rules framed thereunder.

The Company extends all statutory benefits to eligible women
employees, including paid maternity leave, medical bonus,
nursing breaks, protection against dismissal during maternity,
and continuity of service and benefits in accordance with the
applicable law.

Women employees are entitled to 26 weeks of paid maternity
leave for the first two children and 12 weeks for subsequent
children, along with additional leave for complications
arising from pregnancy or related medical conditions. The
Company''s policies are aligned with the Act to safeguard the
health, dignity, and financial security of women employees
during and after maternity.

During the financial year under review, there were no
employees who availed maternity benefits. Nonetheless, the
Company remains fully compliant with the provisions of the
Act and continues to maintain necessary systems, processes,
and awareness to ensure timely support to eligible employees.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with
Rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 in respect of employees of
the Company is annexed to this report.

HUMAN RESOURCES

Your Company firmly believes that its people are its greatest
strength, and acknowledges the critical role of human capital
in driving sustained growth and organizational success.
We deeply value the talent, integrity, and dedication of our
employees, recognizing them as one of the most vital assets
of the Company.

We foster a culture of entrepreneurship, collaboration,
and teamwork, which not only motivates employees but
also nurtures innovation and high performance. Our work
environment is inclusive, supportive, and designed to
empower individuals to reach their full potential.

The Company has been successful in attracting and retaining
key talent, owing to its competitive compensation structures,
robust learning and development initiatives, and clearly
defined career growth opportunities. Our focus on continuous
learning and upskilling ensures that employees are well-
equipped to meet evolving industry demands and embrace
emerging technologies.

This employee-centric approach has helped us build a
cohesive, high-performing team that consistently contributes
to the Company''s strategic goals and operational excellence.

CODE OFCONDUCT

The Company has adopted a Code of Conduct applicable
to all its Board members and senior management, which
includes the roles, responsibilities, and liabilities of
Independent Directors as prescribed under the Companies
Act, 2013 as the Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings/behavior
in any form and the Board has laid down certain directives
to counter such acts. Such code of conduct has also been
placed on the Company''s website. All Board members and
senior management personnel (as per Regulation 26 (3) of
the SEBI Listing Regulations) have affirmed compliance with
the applicable Code of Conduct. A declaration to this effect,
signed by the WTD & CFO, forms part of this Report.

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY/MECHANISM

The Company has established a Vigil Mechanism and
formulated a comprehensive Whistle Blower Policy/
Mechanism to provide a formal platform for Directors,
employees, their representative bodies, and other
stakeholders to report genuine concerns regarding unethical
behaviour, actual or suspected fraud, or any violation of the
Company''s Code of Conduct or Ethics Policy.

This mechanism ensures adequate safeguards to protect
whistle blowers from any form of victimization or harassment
and enables direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases.

It is hereby affirmed that no personnel have been denied
access to the Audit Committee under this policy. The Whistle
Blower Policy is available on the Company''s website and can
be accessed at the following link https://gppetroleums.co.in/
wp-content/uploads/2025/03/Vigil-Mechanism-and-Whistle-
Blower-Policy.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER
TRADING

The Company has adopted Code of Conduct for Prevention of
Insider Trading and Code of fair disclosure and inquiry in case
of leak of Unpublished Price Sensitive Information ("Codes")
under the SEBI (Prohibition of Insider Trading) Regulations,
2015, with a view to regulate trading in securities by the
Directors, KMPs and Designated employees of the Company
and for fair disclosure and inquiry in case of leak of UPSI. The
Codes lays down guidelines for procedures to be followed
and disclosures to be made by insiders while trading in the
shares of the Company and the said codes are available on
the website of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of Regulation 34 of the SEBI Listing Regulations read
with relevant SEBI Circulars, new reporting requirements
on ESG parameters were prescribed under "Business
Responsibility and Sustainability Report" (''BRSR'').

As per the SEBI Circulars, effective from the Financial Year
2022-23, filing of BRSR is mandatory for the top 1000 listed
companies based on market capitalization. Since the
Company does not fall into the top 1000 list, the requirement
for filing BRSR for the Financial Year 2024-25 is not applicable
to the Company.

PARTICULARS OF LOANS, GUARANTEE AND
INVESTMENTS

Particulars of loan given, investment made and guarantee
given is provided in the financial statements. Please refer
Notes to the Financial Statements. No loan/advance is
outstanding to any Company in which the Directors are
interested.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
required pursuant to Section 134(3) of the Companies Act,

2013 read with rule 8(3) of the Companies (Accounts) Rules,

2014 is annexed to this Report.

FIXED DEPOSIT / PUBLIC DEPOSITS

The Company has not accepted or renewed any deposit(s)
within the purview of the provisions of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance
of Deposit) Rules, 2014 during the year under review. Hence,

requirements of furnishing details of deposits which are not in
compliance with Chapter V of the Act is not applicable.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

No significant material orders have been passed by the
Regulators or Courts or Tribunals which would impact
the going concern status of the Company and its future
operations.

COMMITTEES OF BOARD

The details of Committees constituted by the Board of
Directors and brief details pertaining to the composition,
terms of reference, meetings held and attendance of the
Members to the Committees during the year have been
enumerated in Corporate Governance Report forming part of
the Annual Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board met 5 (five) times during the Financial Year 2024-25
i.e. on May 28, 2024, August 13, 2024, October 10, 2024,
November 06, 2024 and January 18, 2025. Detailed information
about the same is given in the Corporate Governance Report.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

Your Company does not have any Subsidiary/Associate
Company during the year under review. However, your
Company has signed a Joint Venture Agreement with West
Coast Oils LLP on May 06, 2025 to establish a joint venture
company for the purpose of engaging in the business of
manufacturing and trading of the specialty bitumen products
and other allied commodities - all types and grades of
Bitumen Emulsions, PMB (Polymer Modified Bitumen), CRMB
(Crumb Rubber Modified Bitumen) and other value added
Bitumen Products.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance Report as
prescribed under the SEBI Listing Regulations forms an
integral part of Annual Report. A certificate of compliance
by the Statutory Auditors of the Company forms part of this
annual report.

EXTRACT OF ANNUAL RETURN

The extract of annual return pursuant to Section 92(3) of
the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, is available
on the following link of Company''s website viz. https://
gppetroleums.co.in/disclosure-under-reg-46-of-the-lodr-2/
annual-return/

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL
STANDARDS

During the year under review, your Company has complied
with the applicable Secretarial Standards i.e., SS-1 and SS-2,
relating to "Meetings of the Board of Directors" and "General
Meetings", respectively, issued by the Institute of Company
Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis
for the financial year under review is presented in a separate
section forming an integral part of the Annual Report. It
gives details of the overall industry structure, economic
developments, performance and state of affairs of your
Company and their adequacy, risk management systems and
other material developments during the year.

CORPORATE WEBSITE

Your Company''s official website, www.gppetroleums.co.in,
serves as a comprehensive and transparent platform for
dissemination of information relevant to all stakeholders.
It hosts detailed data on the corporate profile, product
offerings, financial performance, statutory disclosures,
corporate policies, and other key updates concerning the
Company.

In line with our commitment to improved stakeholder
communication and digital accessibility, the Company has
recently revamped its website with a fresh, user-friendly
interface and enhanced features to ensure seamless
access to information. The upgraded website reflects the
Company''s evolving brand identity and reinforces its focus on
transparency, governance, and stakeholder engagement.

REPORTABLE FRAUDS

During the year under review, no fraud has been reported
by the Auditors under Section 143(12) of the Companies Act,
2013.

OTHER DISCLOSURES

During the year under review:

(i) No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of one-time settlement with any Bank or
Financial Institution;

(ii) The requirement to disclose the details of the difference
between the amount of the valuation done at the time
of one-time settlement and the valuation done while
taking a loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable;

(iii) No shares with differential voting rights and sweat equity
shares have been issued;

CAUTIONARY STATEMENT

Certain statements made in this Directors'' Report and its
Annexures may constitute "forward-looking statements"
within the meaning of applicable securities laws and
regulations. These statements relate to the Company''s
future business prospects, objectives, projections,
estimates, expectations, or predictions and are based on
various assumptions and assessments made in light of the
information currently available to the management.

Actual results may differ materially from those expressed or
implied in the forward-looking statements due to a number
of factors, including but not limited to changes in government
policies and regulations, economic developments, industry
trends, taxation policies, and other external and internal
factors beyond the Company''s control.

ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors takes this opportunity to wholeheartedly
acknowledge and appreciate the outstanding contributions
of all employees across the organization. Their dedication,
commitment, and pursuit of excellence continue to be the
driving force behind the Company''s success and sustained
growth.

The Board also extends its sincere gratitude to all Investors,
Customers, Dealers, Agents, Suppliers, Clients, Government
and Regulatory Authorities, Stock Exchanges, Consultants,
Lenders, and Bankers for their continued trust and support.
Your confidence in the Company is both valued and
motivating. We further thank the Ministry of Corporate Affairs,
our legal advisors, solicitors, and business associates for their
consistent guidance and cooperation throughout the year.

As we reflect on the year gone by, we take pride in our
collective achievements and look forward with optimism
and determination. With the continued support of all our
stakeholders, we are confident in our ability to pursue new
opportunities and achieve greater milestones in the years
ahead.

On behalf of the Board of Directors of
GP Petroleums Limited

Place: Mumbai Ayush Goel

Date: August 12, 2025 Chairman

---

Mar 31, 2024

Your Directors’ present herewith the 41^st Annual Report together with Audited Financial Statements of your Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

('' in Lakhs)

Particulars	2023-24	2022-23
Income from Operations	65515.56	79039.18
Other Income	193.55	104.82
Total Revenue	65709.11	79144.00
Profit before Interest, Depreciation & Tax (EBIDTA)	4209.47	3748.98
Less: Interest and Finance Charges	39.24	(73.96)
Depreciation	454.50	356.41
Profit before Taxes	3715.73	3466.53
Less: Provision for Income Tax including Deferred Tax	944.67	947.61
Net Profit / (Loss) after Tax	2771.06	2518.92
Other Comprehensive Income	(57.60)	0.27
Less: Income tax relating to above	-	-
Other Comprehensive Income after tax	(57.60)	0.27
Total Comprehensive Income for the year	2713.46	2519.19

PERFORMANCE OF THE COMPANY

Our Company’s initiatives on cost reduction and process optimization has greatly improved our performance this year. By streamlining processes and using innovative technologies, we’ve reduced expenses and maintained high quality, enhancing value for customers and stakeholders and positioned us for sustained growth.

During the financial year under review, the total revenue was '' 657.09 Crores, compared to '' 791.44 Crores in the previous financial year primarily because of the decline in Trading sales volume and our strategic focus on optimizing it.

The core manufacturing business segment of the company, which is divided into 3 divisions namely, Industrial lubricant, Rubber Processing Oil (RPO) and Automotive Lubricants has performed remarkably in terms of volume, revenue and profits. On a YOY basis, there has been an overall volume growth of 8% in the Manufacturing segment, whereas in terms of profits, the manufacturing segment has grown exponentially by 20%.

During the year, the Company traded mainly in Base Oil and Bitumen. While Base Oil yielded marginal profits, Bitumen incurred losses. Imports were severely impacted by the Israel-Hamas conflict in 2023 and the ongoing Russia-Ukraine war, leading to material shortages, increased

transportation costs, and price fluctuations. Consequently, the Company decided to restrict Bitumen trading to minimize losses, reflected by a drop in revenue for FY 2023-24 compared to FY 2022-23.

Despite of downsizing in Trading Segment sales and loss in that segment, the overall profit before tax of the Company rose to '' 37.16 Crores, up from '' 34.67 Crores in the previous financial year, marking an increase of 7.2%. Furthermore, the profit after tax increased to '' 27.71 Crores, compared to '' 25.19 Crores in the previous financial year, indicating a growth of 10%.

With a strong foundation and strategic vision, your Company is prepared to embrace future opportunities and achieve its goal in the coming year.

DIVIDEND

To conserve cash for the Company’s growth and for strategic reasons, the Board of Directors of the Company do not recommend any Dividend for the Financial Year 2023-24.

TRANSFER TO RESERVE

Your Company has not transferred any amount of profits to reserves for the Financial Year 2023-24.

SHARE CAPITAL

During the year under review, there was no change in the Paid-up Equity Share Capital of the Company and it remained at '' 25,49,21,915/-(divided into 50984383 equity shares of '' 5/- each).

NATURE OF BUSINESS

GP Petroleums Limited is engaged in the production and marketing of lubricating oils, greases and rubber process oils and other derivatives from base oils. The Company markets its products under the brand name "IPOL". The Company also trades in base oils, bitumen and fuel oil whenever such opportunities arise in the market.

Our business operations are mainly divided into three business verticals viz. Industrial, Rubber Process Oil and Automotive.

Our Industrial lubricants portfolio comprise of general-purpose lubricating oils like hydraulic oils, slideway oil, spindle oils and gear oils, engine oils, turbine oils, industrial greases, apart from these we have a full range of metal working fluids like soluble cutting oils, semisynthetic cutting coolants, water soluble and neat cleaners, neat cutting oils, mist oils, spark erosion oils, quenching oil, rust preventives and specialty oils like thermic fluids, crack detection oils, plunger lubrication oils, etc. We also manufacture transformer oils and white oils.

Our Process oils comprise of rubber process oils like aromatic, paraffinic, naphthenic oils and secondary plasticizers.

Industrial and Rubber Process Oil products cater to range of industries, including Auto OEMs, Industrial OEMs, Auto component manufacturers, Metal, General engineering, Sugar, plastics, rubber component, tyre, textiles, cement and mines.

In the Automotive sector, we offer a wide range of lubricants under the IPOL brand, catering to various segments of the Bazaar Trade. Our offerings include Diesel Engine Oil (DEO), Passenger Car Motor Oil (PCMO), Motorcycle Oil (MCO), Gear oils and transmission oils, Greases and specialties.

The Company has an exclusive license to manufacture and market a product range in India for Repsol Spain. This brand, especially focused on the MCO segment due to its association with MotoGP, offers a premium product range developed and tested for recent engine technologies compliant with BS VI norms. The partnership was renewed for an additional five years in 2022.

Our Company has efficient R&D facilities that enable the launch of new products which are energy-efficient, environmentally friendly, and compliant with BS VI emission norms. The Company offers customized solutions tailored to customer needs, in line with global standards and OEM expectations.

The manufacturing facility of our Company is located in Vasai, Valiv Village in Thane district of Maharashtra with an annual production capacity of 80,000 KL.

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

QUALITY ASSURANCE AND ACCREDITATIONS

The Company''s plant at Vasai is certified under ISO (9001:2015) for quality standards, ISO (45001:2018) for Health & Safety Management Systems, and ISO (14001:2015) for environmental standards. The support from our accredited R&D Centers has significantly enhanced product quality and formulation upgrades. Our products, primarily marketed under the brand names IPOL and REPSOL, are well-established and widely recognized in the industry for their exceptional quality and comprehensive range.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2024, the Board of Directors of your Company comprised of 6 (six) directors with considerable experience and expertise in their respective field. Of these 1 (one) is an Executive Director, 2 (two) are Non-Executive Non-Independent Directors and the remaining 3 (three) are Non-Executive Independent Directors.

During the year under review:

• Mrs. Pallavi Mangla, Non-Executive Non-Independent Director (DIN: 03579576) of the Company ceased to be the Director of the Company w.e.f. April 10, 2023.

• Mr. Arjun Verma, Chief Financial Officer of the Company was appointed as Whole-Time Director (DIN: 10102249) designated as an Executive Director and Chief Financial Officer of the Company w.e.f. April 10, 2023.

• Mr. Prashanth Achar, Chief Executive Officer of the Company had tendered his resignation on July 01, 2023, effective from the closing hours of August 14, 2023.

In accordance with Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Ayush Goel (DIN: 02889080), Non-Executive Non-Independent Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Board of Directors recommends his re-appointment. Brief resume/details of Mr. Ayush Goel as required under the Listing Regulations and Secretarial Standards forms part of the notice of 41^st AGM.

There was no other change in the Board of Directors and Key Managerial Personnel during the year under review, except as stated above.

MATERIAL CHANGE AND COMMITMENT HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There were no material changes and commitments occurred since the end of the year and till the date of the report except the following:

• The tenure of Mrs. Stuti Kacker, Non-Executive Independent Director of the Company has been extended for the 2^nd term for 2 years w.e.f. August 05, 2024.

• Mr. Ashok Kumar Gupta (DIN: 08786735), an Additional Director (Non-Executive Independent Director) of the Company has been appointed for the first term of 2 years w.e.f. August 13, 2024, subject to Shareholders’ approval in ensuing AGM.

• GP Global APAC Pte Ltd. (GP APAC), the holding company of your Company disposed of its 5098438 shares on June 14, 2024, owing to which its holding reduced by 10% and came down from 53.55% to 43.55% holding in our Company.

• Rectification Order for AY 2021-22 has been received with NIL demand from Assistant Commissioner of Income Tax, Mumbai thereby reducing the demand by Rs. 1.80 Crs.

The consent of the members is sought through 41^st AGM Notice by way of special resolution for:

- Re-appointment of Mrs. Stuti Kacker (DIN: 07061299) as a Non - Executive Independent Director of the Company.

- Appointment of Mr. Ashok Kumar Gupta (DIN: 08786735) as a Non - Executive Independent Director of the Company.

INCIDENT REPORT

A cyber security incident occurred in June 2024 wherein the Company’s IT infrastructure was targeted by a ransomware attack. Despite the attack, the core systems and operations of the Company remained unaffected. This resilience can be attributed to the Company’s robust IT infrastructure, which includes comprehensive security measures, regular system backups, and proactive threat detection protocols. These precautions ensured that the impact of the attack was contained, allowing the Company to continue its operations without interruption. The Company has taken adequate measures to prevent such incidents in future by deploying advanced technology of end point security.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI Listing Regulations") stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and 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 their duties with an objective, independent judgment and without any external influence. All the Independent Directors ("IDD") of the Company have complied with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and any amendments thereof. Further, there has been no change in the circumstances affecting their status as IDDs of the Company.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has framed nomination, remuneration and succession planning policy, in relation to the remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management, as recommended by the Nomination and Remuneration Committee of the Board of Directors. The same, inter-alia contains matters stated under Section 178 of the Companies Act, 2013 read with SEBI Listing Regulations.

The salient features of such policy have been furnished in the Corporate Governance Report forming part of this Annual Report and is also available on the website of the Company viz. www.gppetroleums.co.in.

PERFORMANCE EVALUATION OF BOARD AND ITS VARIOUS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as amended from time to time, the Board has carried out an annual performance evaluation of its own performance as well as of its Committees thereof and of the Directors individually. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.

DECLARATION BY THE COMPANY

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) and (5) of the Companies Act, 2013, your Directors hereby state and confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures if, any.

II. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company’s state of affairs as at the end of the Financial Year and of the Company’s profit and loss of the Company for the year ended on that date.

III. 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. The annual financial statements have been prepared on a going concern basis.

V. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

VI. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. Based on the report of internal audit function, process owners undertake corrective and remedial action in their respective areas of responsibility and thereby strengthen the controls. Significant audit observations and corrective actions thereon are periodically reviewed by the Audit Committee. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

AUDITORS

STATUTORY AUDITORS AND AUDIT REPORT

The Shareholders of the Company at the 36^th Annual General Meeting, had approved the appointment of M/s. PNG & Co., Chartered Accountants, bearing Firm Registration No. 021910N as Statutory Auditors of the Company for second term of 5 years starting from the conclusion of 36^th Annual General Meeting till the conclusion of the 41^st Annual General Meeting.

The tenure of the existing Statutory Auditors i.e. M/s. PNG & Co., Chartered Accountants, is going to complete at ensuing Annual General Meeting and as per the provisions of Section 139 of the Companies Act, 2013, they are not eligible for further re-appointment as their tenure of 10 years will be completed. Accordingly, the Company is required to appoint a new auditor in place of outgoing auditor.

The Board of Directors of the Company, upon recommendation of the Audit Committee, has recommended to appoint M/s. J Mandal and Co. LLP, Chartered Accountants (Firm registration No. 302100E/500422N), as the Statutory Auditors in place of the retiring Auditors of the Company for Five Years commencing from the conclusion of the ensuing 41^st Annual General Meeting scheduled to be held on September 18, 2024 upto the conclusion of 46^th Annual General Meeting of the Company to be held

in the year 2029 subject to the approval by shareholders in ensuing Annual General meeting.

The Company has received Certificate from M/s. J Mandal and Co. LLP, Chartered Accountants stating that the appointment if made will be in accordance with conditions prescribed in rules and the auditor satisfies criteria provided under Section 141 of the Companies Act, 2013.

The Statutory Auditors’ vide their report dated May 28, 2024 have expressed an unmodified opinion on the Audited Financial Statements for the year ended March 31, 2024. The report of the Statutory Auditors read with notes to account being self-explanatory needs no further clarification. No qualification, reservation or adverse remark has been reported to the Board in the report.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act,

2013, M/s. Jain Mittal Chaudhary & Associates carried out the internal audit of the Company for the year under review. The Board on the recommendation of the Audit Committee has re-appointed M/s. Jain Mittal Chaudhary & Associates, Chartered Accountant, New Delhi as Internal Auditors of the Company to conduct the internal audit in fair and transparent manner for the Financial Year 2024-25.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,

2014, as amended from time to time, your Company has been carrying on Cost Audit of the Company and accordingly such accounts and records are maintained by the Company.

The Board on the recommendation of the Audit Committee has re-appointed Mr. Dilip Murlidhar Bathija, Cost Accountants, as the Cost Auditors for conducting the cost audit of your Company for the Financial Year 2024-25. The Company has also received necessary certificate(s) from the Cost Auditors under Section 141 of the Act, conveying his eligibility to act as a Cost Auditor.

As required under the Companies Act, 2013, a resolution seeking member’s approval for ratification and consideration of the remuneration payable to the Cost Auditor forms part of the Notice convening 41^st AGM.

SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, M/s. Pusalkar & Co., Practicing Company Secretaries, a Peer Review Firm, having Certificate No. 5407/2024, were appointed as the Secretarial Auditors of the Company for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2023-24 as issued by the Secretarial Auditors viz. M/s. P.C. Shah & Co., Practicing Company

Secretaries, in the prescribed Form MR-3 for the Company is annexed herewith and forms an integral part of this report. No qualification, reservation or adverse remark has been reported to the Board in the report.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements entered into with related parties referred to in Section 188(1) of the Companies Act, 2013 in prescribed Form AOC-2 is annexed to this report.

RISK MANAGEMENT

Your Company has laid down a well-defined risk management framework to identify, assess and monitor risks and strengthen controls to mitigate risks and also has a comprehensive Risk Management Policy in place.

The Risk Management Committee consisting of Directors meets at periodical intervals to review various elements of risk categorized into high, medium and low risk areas and the Board through the Committee monitors the risk mitigation measures to ensure that the risks are mitigated through appropriate measures undertaken and the probability of recurrence is minimized. Relevant details of the Committee and its working to mitigate the risk is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Detailed information on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to Section 135 of the Companies Act, 2013, as Annual Report on CSR activities is annexed to this Report. Other relevant details in relation to CSR Committee, such as terms of reference of the CSR Committee, number and dates of meetings held and attendance of the Directors are given separately in the Corporate Governance Report.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and any amendment thereof, read with all relevant notifications as issued by the Ministry of Corporate Affairs from time to time, all shares in respect of which dividend has remained unpaid or unclaimed for a period of seven consecutive years have been transferred by the Company, within the stipulated due date, to the Investor Education and Protection Fund (IEPF).

A list of shareholders along-with their DP ID and Client ID and Folio No. who have not claimed their dividends for the last 7 consecutive years and whose shares are therefore liable to transfer to IEPF Account, has been displayed on the website of the Company at www.gppetroleums.co.in besides sending communications to individual respective shareholders and issuance of public notice in Newspapers.

Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund. The time due for transfer of unclaimed dividend to IEPF are provided in the Notes to the notice of 41^st AGM. The shareholders are encouraged and requested to verify their records and claim their dividends for all the earlier seven years, if not claimed.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide safe and secure environment to Women employees at workplace and adopts a Zero-Tolerance policy towards sexual harassment at workplace. The Company has adopted Prevention of Sexual Harassment policy in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All women employees of office are covered under this policy irrespective of their designation, tenure, temporary or permanent nature. The policy aims to provide safe and secure environment for their women employees.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints pertaining to sexual harassment have been received.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed to this report.

HUMAN RESOURCES

Your Company acknowledges the pivotal role and significant contributions of its human resources in driving growth and development. We highly value the talent, integrity, and dedication of our employees, considering them one of our most vital assets.

Our Company fosters a highly entrepreneurial culture with a collaborative, team-based approach, which we believe encourages growth and motivates our employees. We prioritize creating an inclusive and supportive work environment where every employee can thrive. This commitment to our workforce has enabled us to build a cohesive team that consistently delivers exceptional results.

We have been successful in attracting and retaining key professionals, thanks to our competitive compensation packages, robust training and development programs, and a clear path for career progression. Our focus on continuous learning and skill enhancement ensures that our employees remain at the forefront of industry trends and innovations.

CODE OF CONDUCT

The Company has adopted the Code of Conduct for all its Board members and senior management which incorporates the role, duties and liabilities of Independent Directors as laid down in the Companies Act, 2013. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behavior in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Company’s website. All Board members and senior management personnel (as per Regulation 26 (3) of the SEBI Listing Regulations) have affirmed compliance with the applicable Code of Conduct. A declaration to this effect, signed by the WTD & CFO, forms part of this Report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY/ MECHANISM

The Company has established a Vigil Mechanism and Whistle Blower Policy/Mechanism, to provide a formal mechanism to the directors, employees and their representative bodies and stakeholders to report genuine concerns about illegal or unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy to the management. The policy provides for adequate safeguards against victimization and harassment of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy is available on the Company’s website at https://www.gppetroleums.co.in/images/ Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted Code of Conduct for Prevention of Insider Trading and Code of fair disclosure and inquiry in case of leak of Unpublished Price Sensitive Information ("Codes") under the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Directors, KMPs and Designated employees of the Company and for fair disclosure and inquiry in case of leak of UPSI. The Codes lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the shares of the Company and the said codes are available on the website of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the SEBI Listing Regulations read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report" (‘BRSR’).

As per the SEBI Circulars, effective from the Financial Year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies based on market capitalization. Since the Company does not fall into the top 1000 list, the requirement for filing BRSR for the Financial Year 2022-23 is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Particulars of loan given, investment made and guarantee given is provided in the financial statements. Please refer Notes to the Financial Statements. No loan/advance is outstanding to any Company in which the Directors are interested.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this Report.

FIXED DEPOSIT / PUBLIC DEPOSITS

The Company has not accepted or renewed any deposit(s) within the purview of the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, requirements of furnishing details of deposits which are not in compliance with Chapter V of the Act is not applicable.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

COMMITTEES OF BOARD

The details of Committees constituted by the Board of Directors and brief details pertaining to the composition, terms of reference, meetings held and attendance of the Members to the Committees during the year have been enumerated in Corporate Governance Report forming part of the Annual Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board met 5 (five) times during the Financial Year 2023-24 i.e. on April 10, 2023, May 30, 2023, August 05, 2023, November 07, 2023 and February 09, 2024. Detailed information about the same is given in the Corporate Governance Report.

HOLDING COMPANY

During the year, GP Global APAC Pte Ltd. (GP APAC) remained the holding company of your Company. However, GP APAC disposed of its 5098438 shares on June 14, 2024, owing to which its holding reduced by 10% and came down from 53.55% to 43.55% holding in our Company.

SUBSIDIARY/ ASSOCIATE COMPANY

Your Company does not have any Subsidiary/Associate Company during the year under review.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance Report as prescribed under the SEBI Listing Regulations forms an integral part of Annual Report. A certificate of compliance by the Statutory Auditors of the Company forms part of this annual report.

EXTRACT OF ANNUAL RETURN

The extract of annual return pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the following link of Company’s website viz. https://www.gppetroleums.co.in/annualret.php

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, issued by the Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis for the financial year under review is presented in a separate section forming an integral part of the Annual Report. It gives details of the overall industry structure, economic developments, performance and state of affairs of your Company and their adequacy, risk management systems and other material developments during the year.

CORPORATE WEBSITE

The website of your Company viz. www.gppetroleums.co.in carries comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, financial performance of your Company, corporate policies and others.

REPORTABLE FRAUDS

During the year under review, no fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013.

CAUTIONARY STATEMENT

Statements in this Directors’ Report and its Annexures describing the Company’s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include changes in the government regulations, developments in the segment, tax regimes and economic developments within India.

ACKNOWLEDGEMENT & APPRECIATION

Your Directors’ are pleased to acknowledge and commend the remarkable contributions of our employees across all levels. Their unwavering dedication and tireless efforts form the cornerstone of our Company''s success. Their pursuit of excellence has been instrumental in driving our growth and achievements.

Your Company also wish to extend it’s heartfelt gratitude to the esteemed Investors, Customers, Dealers, Agents, Suppliers, Clients, Government and Regulatory Authorities, Stock Exchanges, Consultants, Lenders, and Bankers for their steadfast support and trust in our Company. Your continued faith in us is invaluable.

Furthermore, our sincere thanks to the Ministry of Corporate Affairs, advocates, solicitors, and business associates for their ongoing support and cooperation.

Reflecting on the past year, we are proud of what we have accomplished together and remain confident in our potential to reach new heights. We appreciate the unwavering support of all our stakeholders and eagerly anticipate continued collaboration to achieve shared success.

On behalf of the Board of Directors of GP Petroleums Limited

Place: Mumbai Ayush Goel

Date: August 13, 2024 Chairman

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Mar 31, 2018

the Company.

The Company does not have any subsidiary/associate company.

Material changes and commitments

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure B

Risk Management Policy

Provisions of Reg 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Risk Management Policy are not applicable to the Company. However, your Company has adopted Risk Management Policy to manage & mitigate the risk.

Risk Management Committee constituted by the Board of Directors meets regularly to review the risk and the measures taken to mitigate the same.

Corporate Social Responsibility Policy

Pursuant to Section 135 of the Companies Act, 2013 the Board of Directors has constituted a Corporate Social Responsibility committee under Chairmanship of Mr. Bhaswar Mukherjee, independent director. The Corporate Social Responsibility Policy has been approved by the Board of Directors and monitored by the Committee.

Annual Report on Corporate Social Responsibility is provided in Annexure C.

Significant & Material Orders passed by the Regulators or Courts

No significant material orders have been passed by the Regulators, the Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Fixed Deposit / Public Deposits

The Company has not accepted or renewed any deposit/s within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence requirements of furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

Corporate Governance

A Corporate Governance Report as prescribed under the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 forms integral part of this report. The Company complies all the requirement of Corporate Governance. Certificate of compliance by the Statutory Auditors forms integral part of this report.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 extract of Annual Return in Form MGT-9 forms an integral part of this report and is attached herewith as Annexure D.

Equity share capital

Authorised share capital of the Company is Rs. 26.00 Crs and issued, subscribed & paid-up capital of the Company is Rs. 25.49 Crs. During the year under review there was no change in share capital of the Company.

Auditors statutory auditors

Pursuant to provisions of Section 139 of the Companies Act, 2013 M/s. PNG & Co., Chartered Accountants, New Delhi (Firm Registration No. 021910N) has been appointed as Statutory Auditors of the Company to hold office from the conclusion of 31 ^st Annual General Meeting till the conclusion of 36^th Annual General Meeting. The Ministry of Corporate Affairs vide Notification No. S.O. 1833(E) dated 7^th May, 2018 has dispensed with requirement of ratification of appointment of Statutory Auditors by members at every Annual General Meeting. Hence the matter of ratification of Statutory Auditors is not included in the Notice of the ensuing Annual General Meeting.

The report of the Statutory Auditors read with notes to account being self-explanatory needs no further clarification. The report does not contain any qualification, reservation or adverse remark.

Internal auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee has appointed M/s Jain Mittal Chaudhary & Associates, Chartered Accountants, New Delhi as Internal Auditors of the Company.

Cost auditors

As prescribed by the Central Government and pursuant to provisions of Section 148 of the Companies Act, 2013 and applicable rules, cost audit is applicable to the Company.

The Board of Directors on recommendation of the Audit Committee has appointed Mr. Dilip Murlidhar Bathija, Cost Accountant, (Membership No. 10904) as Cost Auditor of the Company for the financial year 2018-19.

The remuneration proposed to be paid is required to be ratified by the members of the Company. Accordingly, the matter will be placed at the ensuing Annual General Meeting of the Company for ratification.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed CS Punit Shah (ACS No. 20536), Practicing Company Secretary (CP No. 7506) as Secretarial Auditor of the Company for the financial year 2018-19.

The report of the Secretarial Auditors is attached herewith as Annexure E and forms an integral part of this report. The report is self-explanatory and does not call for any further comments.

Particulars of Employees

The information required to be disclosed in the Directors’ Report pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as Annexure F to this Report.

As per provisions of Section 136(1) of the Companies Act, 2013 the Report and Accounts are being sent to all the members of the Company excluding the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office during working hours up to date of Annual General Meeting.

Human Resources

Your Company recognizes the importance and contribution of its human resources for its growth & development and values their talent, integrity and dedication and treats as one of its most important assets. The Company offers a highly entrepreneurial culture with a team based approach that we believe encourages growth and motivates its employees. The Company has been successful in attracting and retaining key professionals and intends to continue to seek fresh talent to further enhance and grow its business.

Code of Conduct

The Board of Directors has approved & adopted the Code of Conduct for all members of the Board and senior management which incorporates the role, responsibilities and duties of independent directors as laid down in the Companies Act, 2013. The Code is available at the website of the Company www.gppetroleums.co.in.

All members of the Board and senior management have affirmed compliance with the Code of Conduct as per Regulation 26(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A declaration to this effect, by the CEO is attached as Annexure G.

Nomination, Remuneration and Succession Planning Policy

The Board of Directors has formulated Nomination, Remuneration and Succession Planning Policy which is available on the website of the Company website i.e. www.gppetroleums.co.in. Salient features of the policy is attached as Annexure H.

Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to its directors and employees to report their concerns about unethical behavior, actual or suspected fraud, violation of code of conduct of the Company or any other matter derogatory to the business or progress of the Company. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Chairman of the Audit Committee.

All protected disclosures concerning financial or accounting matters should be addressed, in writing to the Audit Committee either directly or through designated officer, Mr. Arjun Verma for investigation.

Such disclosure/ communication should be submitted with covering letter signed by the Whistle Blower in a closed and secured envelope and should be super scribed as “Disclosure under the Whistle Blower Policy” or if send through email, with subject as “Disclosure under the Whistle Blower Policy”.

No complaint was received under the said policy during the year.

Code of Conduct for Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in securities by the Directors, KMPs and designated employees of the Company. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the shares of the Company.

Disclosure under Prevention of Sexual Harassment Policy

Your Company is committed to provide safe and secure working environment for women employees and adopt zero tolerance towards sexual harassment at workplace.

An Internal Complaint Committee has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint was received during the year under review.

Management Discussion and Analysis

The Management Discussion and Analysis Report is presented as separate section and forms intigral part of this Report.

Acknowledgement

We thank our clients, investors, dealers, suppliers and bankers for their continued support during the year. We place on record our sincere appreciation for the contributions made by employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

By order of the Board of Directors

For GP Petroleums Limited

Manan Goel

Mumbai, May 29, 2018 Chairman

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their 31st Annual Report together with the Audited Accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS: (Rs. In Lacs)

Particulars 2013-14 2012-13

Net Sales/Income from operations 40358.69 41736.95

Profit before Depreciation, Interest & Taxation 1866.87 1825.70

Interest & Financial Charges 1406.12 1811.94

Depreciation 197.83 219.62

Profit before Taxation 262.92 (205.86)

Provision for taxes including

Deferred tax 158.66 (79.51)

Profit for the year after taxation 104.25 (126.35)

Balance brought forward from previous year 4830.53 4962.05

Amount available for appropriation 4934.78 4835.70

Appropriations:

*Proposed Dividend 5.10 4.40

*Tax on Dividends 0.98 0.75

*Residual Dividend 0.70 0.02

*General Reserve 5.00 0.00

Total 11.78 5.17

Balance carried to Balance Sheet 4923.00 4830.53

2. BUSINESS RESULTS:

Net Sales/Income from operations for the year ended 31st March, 2014 amounted to Rs. 40,358.69 lacs against Rs. 41,736.95 lacs in the previous year. The profit for the year stood at Rs. 104.25 lacs against the loss of Rs. 126.35 lacs in the previous year.

3. DIVIDEND:

The Board of Directors, at its meeting held on 30th May, 2014, recommended dividend of Rs. 0.01 per share (0.2%) on the Equity Shares of Rs. 5/- each for the year ended 31st March, 2014. The dividend will be paid subject to approval of Shareholders at the ensuing Annual General Meeting.

4. DIRECTORS:

Directors Mr. Ramesh Chander Razdan and Mr. Pradip C. Shah liable for retire by rotation at the forthcoming Annual General Meeting and being eligible, the Company has received a Notice under section 160 of the Companies Act, 2013 from a member proposing them for the office of Directors for appointment as an Independent Directors for the period of one year.

Due to change in control of management of the Company, Mr. Rajendra Sah, Mr. Vivek Sah, Mr. Aditya Sah, Mr. Ashish Agarwal, Mr. Aditya Arora, Mr. Bruno P.Y.G. Seghin, Mr. Ashish D. Gandhi, Mr. Ravi Kamal Bhargava, Mr. Rajan Singh and Mr. Noshir B. Dubash has resigned from Board of Directors of the Company w.e.f. 31st July, 2014. Your Directors place on record their sincere appreciation of the valuable services rendered by them during their tenure as Promoter Directors and Independent, Non Executive Directors of your Company.

Mr. Ayush Goel, Mr. Thangapandian Srinivasalu, appointed as Additional Directors w.e.f. 31st July, 2014 and Mr. Brij Mohan Bansal and Mr. Narotamkumar Girdharilal Puri, were appointed as Additional Directors w.e.f. 14th August, 2014 by the Board of Directors of the Company in its meeting held on 14th August, 2014. All the said appointed directors hold office of directorship up to the date of ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 for their appointment as directors on board of the Company.

A brief resume, nature of expertise, details of directorships held in other companies and shareholding in the company as stipulated under clause 49 of the listing agreement with the stock exchanges is appended as an annexure to the notice of the ensuing Annual General Meeting.

5. FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits from the Public and therefore is not required to furnish information in respect of outstanding deposits under Non-Banking Non- Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

6. CHANGE IN AUDITORS:

The Statutory Auditors of the Company Messrs. N.D. Daga & Co., Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have given their unwillingness for re-appointment.

New Statutory Auditors M/s. PNG & Co. Chartered Accountants (Firm Registration No.021910N), New Delhi, will be appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting for 5 (five) consecutive years for a term up to conclusion of the 36th Annual General Meeting of the Company in the calendar year 2019, subject to the approval of members at the ensuing AGM.

The company has also received Certificate from them under section 141 of the Companies Act, 2013.

7. PARTICULARS OF EMPLOYEES:

The company has not paid any remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Hence no information is required to be appended.

8. CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the listing agreement regarding Corporate Governance.

A report on the Corporate Governance practice followed by the Company, the Auditors'' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as annexure to this report.

9. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments 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 31st March, 2014 and of the profit of the company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

i. CONSERVATION OF ENERGY:

The Company''s operations involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

ii. TECHNOLOGY ABSORPTION:

The Company is carrying on Research and Development in manufacturing process and the R & D is busy in developing new products to absorb full Technology available with Company.

13. INDUSTRIAL RELATIONS:

Industrial Relations continued to remain cordial and peaceful.

14. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the employees at all levels for their dedicated service and contribution to the growth and prosperity of the Company. Your directors also wish to place on record their appreciation for the assistance and co-operation received from Central & State Governments, banks, shareholders and business associates.

On behalf of the Board Place: Mumbai Thangapandian Srinivasalu Date: 14th August, 2014 Director

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting their 30th Annual Report together with the Audited Accounts for the year ended 31st March 2013.

1. FINANCIAL RESULTS:

(Rs.In Lacs) Particulars 2012-13 2011-12

Net Sales/Income from operations 41736.95 48006.95

Profi t before Depreciation,

Interest & Taxation 1825.70 3080.75

Interest & Financial Charges 1811.94 2815.21

Depreciation 219.62 222.60

Profi t before Taxation (205.86) 42.94

Provision for taxes including Deferred tax (79.51) 28.09

Profi t for the year after taxation (126.35) 14.85

Prior Period Adjustments (Net) 0.00 8.98

Profi t / (Loss) for the year (126.35) 5.87

Balance brought forward from previous year 4962.05 4966.31

Amount available for appropriation 4835.70 4972.18

Appropriations:

-Proposed Dividend 4.40 4.40

-Tax on Dividends 0.75 0.72

-Residual Dividend 0.02 0.01

-General Reserve 0.00 5.00

Total 5.17 10.13

Balance carried to Balance Sheet 4830.53 4962.05

2. BUSINESS RESULTS:

Net Sales/Income from operations for the year ended 31st March, 2013 amounted to Rs. 41,736.95 lacs against ^ 48,006.95 lacs in the previous year. The loss for the year stood at Rs. 126.35 lacs against the profi t of Rs. 5.87 lacs in the previous year.

3. DIVIDEND:

The Board of Directors, at its meeting held on 30th May, 2013, recommended dividend of Rs. 0.01 per share (0.2%) on the Equity Shares of Rs. 5/- each for the year ended 31st March, 2013. The dividend will be paid subject to approval of Shareholders at the ensuing Annual General Meeting.

4. RECOMMENDATION & ALLOTMENT OF BONUS SHARES:

The Board of Directors, at its Meeting held on 24th May 2013, have recommended the issue of bonus shares to the Non Promoter Shareholders in the ratio of 23:19 to comply with minimum public shareholding requirement under clause 40A of the listing agreement and consequently approved an increase in the authorised share capital from Rs. 22.00 Crores to 26.00 Crores, subject to approval of the shareholders.

The Company has for the issue of Bonus Shares obtained shareholders approvals at the Extraordinary General Meeting, held on 28th June, 2013, and allotted 69,84,383 equity shares of Rs.5/- each to the public shareholders and complied with the minimum public shareholding requirement under clause 40A of the listing agreement.

5. DIRECTORS:

Directors Mr. Noshir B. Dubash and Mr. Bruno P.Y.G. Seghin retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

During the year, Mr. Vinay G. Rao and Mr. Alok D. Sukhani resigned from Board of Directors of the Company w.e.f. 28th March, 2013. Your Directors place on record their sincere appreciation of the valuable services rendered by them during their tenure as Independent, Non Executive Directors of your Company.

Mr. Ashish Agarwal, Mr. Aditya Arora, Mr. Ravi Kamal Bhargava, Mr. Ashish Dinesh Gandhi, Mr. Ramesh Chander Razdan and Mr. Rajan Singh, were appointed as Additional Directors w.e.f. 28th March, 2013 by the Board of Directors of the Company in its meeting held on 28th March, 2013. All the said appointed directors hold offi ce of directorship up to the date of ensuing Annual General Meeting. The Company has received notice from a member under Section 257 of the Companies Act, 1956 for their appointment as directors on board of the Company.

A brief resume, nature of expertise, details of directorships held in other companies and shareholding in the company as stipulated under clause 49 of the listing agreement with the stock exchanges is appended as an annexure to the notice of the ensuing Annual General Meeting.

6. FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits from the Public and therefore is not required to furnish information in respect of outstanding deposits under Non-Banking Non- Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

7. AUDITORS:

The Statutory Auditors of the Company Messrs. N.D. Daga & Co., Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received Certifi cate from them under section 224(1B) of the Companies Act, 1956.

As per the requirement of Central Government, pursuant to Section 233B of the Companies Act, 1956 and subject to the approval of the Central Government, the Company has appointed Mr. Dilip Murlidhar Bathija, Cost Accountant, as Cost Auditors to audit the cost accounts of the Company for the fi nancial year ending 31st March, 2013.

8. PARTICULARS OF EMPLOYEES:

The company has not paid any remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Hence no information is required to be appended.

9. CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the listing agreement regarding Corporate Governance. A report on the Corporate Governance practice followed by the Company, the Auditors'' Certifi cate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as annexure to this report.

10. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confi rm that:

(i) in the preparation of annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments 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 31st March, 2013 and of the profi t of the company for the year ended on that date;

(iii) they have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

i. CONSERVATION OF ENERGY:

The Company''s operations involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

ii. TECHNOLOGY ABSORPTION:

The Company is carrying on Research and Development in manufacturing process and the R & D is busy in developing new products to absorb full Technology available with Company.

iii. FOREIGN EXCHANGE EARNINGS / OUTGO:

(a) Earnings in Foreign Exchange:

Export of Sales (FOB) : Rs. 29,84,27,033/- (b) Expenditure in Foreign Exchange:

Import of Raw Material : Rs. 2,40,62,65,946/- Travelling Expenses : Rs. 14,09,720/- Royalty :Rs. 2,21,870/- Commission on Export Sales: Rs. 12,84,775/- Sales Promotion Expenses : Rs. 11,57,088/- Interest Charges : Rs. 4,04,02,595/- Others :Rs. 12,60,523/-

13. INDUSTRIAL RELATIONS:

Industrial Relations continued to remain cordial and peaceful.

14. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the employees at all levels for their dedicated service and contribution to the growth and prosperity of the Company. Your directors also wish to place on record their appreciation for the assistance and co-operation received from Central & State Governments, banks, shareholders and business associates.

On behalf of the Board

Place: Mumbai RAJENDRA SAH

Date: 13th August, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting their Twenty Ninth Annual Report together with the Audited Accounts for the year ended 31st March 2012. ,

1. FINANCIAL RESULTS: (Rs.In Lacs)

Particulars 2011-12 2010-11 Net Sales/Income from

operations 48006.95 36559.87 Profit before Depreciation,

Interest & Taxation 3080.75 2112.23

Interest & Financial Charges 2815.21 176.51

Depreciation 222.60 207.12

Profit before Taxation 42.94 1728.60 Provision for taxes including

Deferred tax 28.09 119.36

Profit for the year after taxation 14.85 1609.24

Prior Period Adjustments (Net) 8.98 27.88

Profit/ (Loss) for the year 5.87 1581.36 Balance brought forward from

previous year 4966.31 3415.56

Amount available for -

appropriation 4972.18 4996.92

Appropriations:

- Proposed Dividend 4.40 22.00

- Tax on Dividends 0.72 3.65

- Residual Dividend 0.01 0.02

- General Reserve 5.00 4.94

Total 10.13 30.61 Balance carried to Balance

Sheet 4962.05 4966.31

2. BUSINESS RESULTS:

Net Sales/Income from operations for the year ended 31st March, 2012 amounted to Rs. 48,006.95 lacs as compared to Rs. 36,559.87 lacs for last year, registering a growth of 31.31%. The profit for the year stood at Rs. 5.87 lacs against the profit df Rs. 1,581.36 lacs in the previous year.

3. DIVIDEND:

The Board of Directors, at its meeting held on 30th May, 2012, recommended dividend of Rs. 0.01 per share (0.2%) on the Equity Shares of Rs. 51- each for the year ended 31st March, 2012. The dividend will be paid subject to approval of Shareholders at the ensuing Annual General Meeting.

4. DIRECTORS:

Directors Mr. Vinay G. Rao and Mr. Pradip C. Shah, Directors, retire by rotation at the forthcoming Annual - General Meeting and being eligible, offer themselves for re-appointment. A brief resume, nature of expertise, details of directorships held in other companies and shareholding in the company as stipulated under clause 49 of the listing agreement with the stock exchanges is appended as an annexure to the notice of the ensuing Annual General Meeting.

5. FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits from the Public and therefore is not required to furnish information in respect of outstanding deposits under Non-Banking Non- Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

6. AUDITORS:

The Statutory Auditors of the Company Messrs. N.D. Daga & Co., Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received Certificate from them under section 224(1 B) of the Companies Act, 1956.

As per the requirement of Central Government, pursuant to Section 233B of the Companies Act, 1956 and subject to the approval of the Central Government, the Company has appointed Mr. Dilip Murlidhar Bathija, Cost Accountant, as Cost Auditors to audit the cost accounts of the Company for the financial year ending 31st March, 2012.

7. PARTICULARS OF EMPLOYEES:

The company has not paid any remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Hence no information is required to be appended.

8. CORPORATE GOVERNANCE: -

Your Company has complied with the requirements of Clause 49 of the listing agreement regarding Corporate Governance. A report on the Corporate Governance practices followed by the Company, the Auditors' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as annexure to this report.

9. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments 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 31st March, 2012 and of the profit of the company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS I OUTGO:

i. CONSERVATION OF ENERGY:

The Company's operations involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

ii. TECHNOLOGY ABSORPTION:

The Company is carrying on Research and Development in manufacturing process and the R & D is busy in developing new products to absorb full Technology available with Company.

iii. FOREIGN EXCHANGE EARNINGS I OUTGO:

(a) Earnings in Foreign Exchange:

Export of Sales (FOB) : Rs. 20,99,90,779/-

(b) Expenditure in Foreign Exchange:

Import of Raw Material : Rs. 2,86,08,45,496/-

Foreign Travelling : Rs. 33,23,919/-

Royalty : Rs. 67,620/- ,

Commission on Sales : 18,03,243/-

Others : Rs. 8,98,825/-

12. INDUSTRIAL RELATIONS:

Industrial Relations continued to remain cordial and peaceful.

13. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the employees at all levels for their dedicated service and contribution to the growth and prosperity of the Company. Your directors also wish to place oh record their appreciation for the assistance and co-operation received from Central & State Governments, banks, shareholders and business associates.

On behalf of the Board

Place : Mumbai RAJENDRASAH

Date : 10th August, 2012 Chairman

---

Mar 31, 2011

The Members,

The Directors have pleasure in presenting their Twenty Eighth Annual Report together with the Audited Accounts for the year ended 31st March 2011.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 2010-11 2009-10

Gross Turnover 41390.12 31737.93

Profit before Depreciation, Interest

& Taxation 2428.79 248.74

Interest & Financial Charges 449.20 659.07

Depreciation 207.12 172.42

Profit before Taxation 1772.46 (582,75)

Provision for taxes including

Deferred tax 119.36 29.39

Profit for the year after, taxation 1653.10 (612.14)

Prior Period Adjustments (Net) 71.74 -

Balance brought forward from

previous year 3415.56 4032.84

Amount available for appropriation 4996.92 3420.70

Appropriations:

-Proposed Dividend 22.00 4.40

-Tax on Dividends 3.65 0.74

-Residual Dividend 0.02 -

-General Reserve 4.94 -

Total 30.61 5.14

Balance carried to Balance Sheet 4966.31 3415.56

2. BUSINESS RESULTS:

Gross turnover for the year ended 31st March, 2011 amounted to 141,390.12 lacs as compared to Rs. 31,737.93 lacs for last year, registering a growth of 30.41%. The profit for the year stood at Rs. 1,653.10 lacs against the loss of Rs. 612.14 lacs in the previous year.

3. DIVIDEND:

The Board of Directors, at its meeting held on 12th August, 2011, recommended dividend of Rs. 0.05 per share (1 %)' on the Equity Shares of Rs. 5/- each for the year ended 31st March, 2011. The dividend wiH be paid subject to approval of Shareholders at the ensuing Annual General Meeting.

4. DIRECTORS:

Directors Mr. Alok D. Sukhani and Mr. Noshir B. Dubash, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. A brief resume, nature of expertise, details of directorships held in other companies and shareholding in the company as stipulated under clause 49 of the listing agreement with the stock exchanges is appended as ah annexure to the notice of the ensuing Annual General Meeting.

5. FIXED DEPOSITS:

Your Company has not accepted 'any Fixed Deposits from the Public and therefore is not required to furnish information in respect of outstanding deposits under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

6. AUDITORS:

The Auditors of the Company Messrs. N.D. Daga & Co., Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received Certificate from them under section 224(1 B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES:

The company has not paid any remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Hence no information is required to be appended.

8. CORPORATE GOVERNANCE:

Your Company has complied' with the requirements of Clause 49 of the listing agreement regarding Corporate Governance. A report on the Corporate Governance practices followed by the Company, the Auditors' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as annexure to this report.

9. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code ' of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in-fostering a culture of accountability and integrity.

10. DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of annual accounts, the applicable Accounting Standards have been followed and that no ryiaterial departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments 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, 2011 and of the profit of the company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO:

i. CONSERVATION OF ENERGY:

The Company's operations involve low energy - consumption. Adequate measures have, however, been taken to conserve energy.

|i. TECHNOLOGY ABSORPTION:

The Company is carrying on Research and Development in manufacturing process and the R & D is busy in developing new products to absorb full Technology available with Company.

12. INDUSTRIAL RELATIONS:

Industrial Relations continued to remain cordial and peaceful.

13. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation jDf the employees at all levels for their dedicated service and contribution to the growth and prosperity of the Company. Your directors also wish to place on record their appreciation for the assistance and co-operation received from Central & State Governments, banks, shareholders and business associates.

On behalf of the Board

RAJENDRA SAH

Chairman

Place: Mumbai

Date: 12th August, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting their Twenty Seventh Annual Report together with the Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS:

(Rupees In Lacs)

Particulars 2009-10 2008-09

Gross Turnover 31737.93 29336.54

Proft before Depreciation, Interest

& Taxation 248.74 998.14

Interest 659.07 810.45

Depreciation 172.42 133.66

Proft before Taxation (582.75) 54.03

Provision for taxes including

Deferred tax 29.39 48.99

Proft for the year after taxation (612.14) 5.04

Balance brought forward from

previous year 4032.84 4055.00

Amount available for appropriation 3420.70 4060.04

Appropriations:

- Income Tax - (0.77)

- Proposed Dividend 4.40 22.00

- Tax on Dividends 0.74 3.74

- Residual Dividend - 0.02

- General Reserve - 2.20

Total 5.14 27.19

Balance carried to Balance Sheet 3415.56 4032.85



2. BUSINESS RESULTS:

Gross turnover for the year ended 31st March, 2010 amounted to Rs. 31,737.93 lacs as compared to Rs. 29,336.54 lacs for last year registering a growth of 8.18%. The loss for the year stood at Rs. 612.14 lacs

against the proft Rs.5.04 lacs for the previous year. The loss incurred is due to brand building activities carried out by the Company during the year.

3. DIVIDEND:

The Board of Directors, at its meeting held on 10th August, 2010, recommended dividend of Rs.0.01 per share (0.20%) on the Equity Shares of Rs.5/- each for the year ended 31st March, 2010. The dividend will be paid subject to approval of Shareholders at the ensuing Annual General Meeting.

4. DIRECTORS:

Mr. Vinay G. Rao and Mr. Pradip C. Shah, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. A brief resume, nature of expertise, details of directorships held in other companies and shareholding in the company as stipulated under clause 49 of the listing agreement with the stock exchanges is appended as an annexure to the notice of the ensuing Annual General Meeting.

5. FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits from the Public and therefore is not required to furnish information in respect of outstanding deposits under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

6. AUDITORS:

The Auditors of the Company Messrs. N.D. Daga & Co., Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received Certifcate from them under section 224(1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES:

Particulars of employees under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 for the year ended 31-03-2010.

Name, Age Designation and Date of commencement Experience and Qualifcation Nature of Duties of employment (No. of years)

H A Anand, 59 years President Marketing & 25-07-2007 36 B.Sc. (Hons) & DBM Technical Services

Alok Singh, 38 years Assistant Vice President 23-05-2005 20 B.Com & PGDBM Marketing



Name, Age Remuneration Last and Qualifcation (Rs. in Lacs) Employment & Designation

H A Anand, 59 24.83 Self employed (USA) years

Alok Singh, 38 33.44 Exxon Mobile Lubes & years Spel.Pvt. Ltd. B.Com & PGDBM Distributor Business Consultant



Remuneration includes Salary and other allownces, bonus/ex-gratia, Companys contribution to Provident Fund, Medical Espenses and other prequisites.

8. CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the listing agreement regarding Corporate Governance. A report on the Corporate Governance practices followed by the Company, the Auditors’ Certifcate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as annexure to this report.

9. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confrm that:

(i) in the preparation of annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments 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 31st March, 2010 and of the proft of the company for the year ended on that date;

(iii) they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO:

i. CONSERVATION OF ENERGY:

The Companys operations involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

ii. TECHNOLOGY ABSORPTION:

The Company is carrying on Research and Development in manufacturing process and the R & D is busy in developing new products to absorb full Technology available with Company.

iii. FOREIGN EXCHANGE EARNINGS / OUTGO:

(a) Earnings in Foreign Exchange :

Export of Sales (FOB) : Rs. 14,10,28,780/-

(b) Expenditure in Foreign Exchange :

Import of Raw Material : Rs. 1,68,46,76,364/-

Foreign Travelling : Rs. 15,81,046/-

Royalty : Rs. 63,050/-

Others : Rs. 65,518/-



12. INDUSTRIAL RELATIONS:

Industrial Relations continued to remain cordial and peaceful.

13. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the employees at all levels for their dedicated service and contribution to the growth and prosperity of the Company. Your directors also wish to place on record their appreciation for the assistance and co-operation received from Central & State Governments, banks, shareholders and business associates.

On behalf of the Board

Place : Mumbai RAJENDRA SAH

Date : 10th August, 2010 Chairman