Grindwell Norton Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 72nd Annual Report of the Company along with the audited financial statements for the year ended March 31, 2022.

FINANCIAL HIGHLIGHTS

(Rs crores)

Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Sale of Products (Gross) 1854.22 1493.32 1861.54 1498.76
Service & Other Operating Income 151.40 139.58 151.22 139.15
Revenue from Operations 2005.62 1632.90 2012.76 1637.92
Operating Profit 403.58 322.88 400.99 320.69
Interest 3.96 3.24 4.12 3.42
Profit before share of profit/(loss) from Join Venture 399.62 319.64 396.87 317.27
Share of profit/(loss) in Joint Venture - - (0.98) (0.07)
Provision for Tax 101.63 77.56 100.81 79.46
Profit for the year 298.00 242.07 295.08 237.74
Other Comprehensive Income (Net) 11.60 19.59 11.60 19.59
Total Comprehensive Income for the year 309.60 261.66 306.68 257.33
Less: Share of Minority Interest - - (0.57) (1.44)
Total Comprehensive Income attributable to owners 309.60 261.66 307.25 258.78

DIVIDEND

Your Directors are pleased to recommend for approval of the Members a dividend of Rs 12/- per equity share of face value of Rs 5/- each for the financial year ended March 31,2022. The dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs 132.86 crores, as against the cash outflow of Rs 105.18 crores in the previous year.

TRANSFER TO RESERVES

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

OPERATIONS

The recovery of growth of the Indian economy started in the second half of the financial year 2020-21 and continued during the financial year 2021-22. With ease of Covid restrictions and supply disruptions post the second wave of Covid, the output levels reached the pre-pandemic levels. Indias GDP for the financial year 2021-22 is likely to end with a growth of 8.7% compared to a contraction of 7.3% witnessed in the financial year 2020-21. Third wave of COVID-19 and Russia-Ukraine conflict that started in last quarter of financial year had limited impact. The Industrial activity has remained positive during the financial year. The Index of Industrial Production (IIP), witnessed a growth of 12% in the financial year. The industrial recovery was fairly widespread. Reflecting this your Companys consolidated revenue from operations and operating profit increased by, 22.9% and 25.0% respectively.

Abrasives

The overall performance of the Abrasive business for the financial year 2021-22 was good. The business faced challenges in the first quarter due to disruptions caused by the second wave of Covid. The second and third quarter witnessed significant increase in input costs and the supply chain disruptions. Even though the availability of raw material eased during the last quarter of financial year the inflationary pressure continued. The improved price realization, gain in market share and continued control over costs helped the business grow the sales and operating profit by 22% and 39% respectively.

Ceramics and Plastics

The Performance Refractory business witnessed 35% increase in sales over 2020-21 mainly due to the increased demand from the end user industry. The substantial increase in profit was mainly due to improved realization and improved plant efficiencies. The Performance Plastics business had an excellent year with a significant increase in sales (domestic and, in particular, exports) and operating profit. This was mainly due to the outstanding results of the Life Sciences segment. The revival of automotive business and the construction sector resulting in higher sales of bearings and composites. The SiC business witnessed significant growth in sales and operating profit mainly due to improved domestic demand led by the refractory industry. The inflationary pressure on the input cost was more than offset by the improved realization. The operations of your Companys subsidiary in Bhutan were continued to be impacted by the restrictions imposed by the Government to control COVID-19 and, as a result, there was a decline in production. Overall on a consolidated basis, the sales and operating profit of the Ceramics & Plastics segment increased by 31% and 36% respectively.

IT Services and Others

The captive IT development centre (INDEC) had a good year. The IT services segment witnessed an increase in revenue and profits in 2021-22.

SUBSIDIARY COMPANY/JOINT VENTURE/ASSOCIATE

The Company has one subsidiary in Bhutan, Saint-Gobain Ceramic Materials Bhutan Private Limited. In terms of sub-regulation (1) (c) of Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), it is not a material subsidiary. The operations of your Companys subsidiary in Bhutan was affected due to restrictions imposed by the Government for containing the spread of COVID-19.

The Joint Venture Company, SG Shinagawa Refractories India Pvt Ltd commenced the commercial production during the financial year 2021 and are in the process of stabilizing the operations.

Associate - The Company has invested in Cleanwin Energy Three LLP for a stake of 27.27% for purchase of wind power for its Mora unit. The power purchase will commence from FY 2022-23.

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

FUTURE PROSPECTS

While the economy seems to be witnessing the recovery after leaving the worst of COVID pandemic behind, the global uncertainty created by the geo-political tensions has clouded the economic outlook. This may have short term impact on the growth, the impact on the long term will depend of how the conflict is contained. With the underlying strong economic fundamentals coupled with growth enhancing policy measures and infrastructure spending will accelerate economic growth. Your companys management will focus on growth led by new products and new markets. Your Companys capital expenditure programme aimed at building capacities and capabilities will help the company meet the increased demand. While the outlook for the short term is uncertain, your Directors and the Companys Management have immense confidence in your Companys future.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes or commitments, affecting the financial position of the Company, which have occurred between the end of the financial year and the date of the Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

HUMAN RESOURCES

Confronted with a global pandemic and consequent lockdowns, your Company and its employees had to quickly adapt to a very uncertain and fast-changing environment. The employees went out of their way to support their colleagues as also the Company. At all times, they showed a high degree of professional commitment and often went beyond the call of duty to keep operations running and to meet the needs of its customers. In this unique year, GNOs employees have been exceptional in every respect. Your Directors place on record their appreciation for the huge contribution made by all its employees in this difficult year.

More generally, employee relations were cordial and productive at all sites of your Company. At the end of the financial year, there were 2178 employees.

The Company follows the best practices in hiring and on-boarding of employees. The Company adopts a fair and transparent performance evaluation process. In order to improve organizational efficiency and employee engagement, and also to improve skill levels, employees participate in various training programmes and complete mandatory e-learning courses. Company has received certification from "TOP EMPLOYER" for its good human resource processes.

Your Company is committed to create and sustain a positive workplace environment, free from discrimination and harassment of any nature. The Company believes that all employees have a right to be treated with respect and dignity and has zero tolerance towards violations of its Code of Conduct, in general, and its sexual harassment policy, in particular. The Company has constituted an Internal Complaints Committee ("ICC") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint under the sexual harassment policy has been received by the Company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act and read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out in the Annexure 1 of this Report.

Your Company is committed to ensure a clean and green, pollution-free environment as well as a safe and healthy workplace at all plant locations and work sites. Your Company strictly abides by the Saint-Gobain Groups Environment, Health and Safety Charter and the policies and procedures framed under it. All the plants of your Company are certified under ISO 9001, ISO 14001 and OHSAS 18001. These certifications and various awards are recognition of the efforts made and results achieved by your Company in improving the Environment, Health and Safety at all its work sites.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 2(A) to this Report.

The Statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 2(B) forming part of this Report. The Annual Report including the aforementioned information is available on the website of the Company, www.grindwellnorton.co.in.

PUBLIC DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL Cessation

Mr. Laurent Guillot (Director Identification No. 07412302), Non-Executive Director of the Company relinquished the position of NonExecutive Director effective August 05, 2021 as he decided to pursue his career outside Saint Gobain Group.

Mrs. Isabelle Hoepfner (Director Identification No. 08598846), Non-Executive Director of the Company relinquished the position of Non-Executive Director effective January 01, 2022, due to other professional commitments. Consequent to the resignation of Mrs. Isabelle Hoepfner, Mr. Krishna Prasad who was appointed as alternate Director (Director Identification No.00130438) also ceased to hold office of the Director.

The Board of Directors place on record their appreciation for the valuable contribution made by Mr. Laurent Guillot, Mrs. Isabelle Hoepfner and Mr. Krishna Prasad during their tenure as Directors.

Appointment/Re-appointment

Mr. David Eric Molho (Director Identification No. 09326249), was appointed as an Additional Director under Non-Executive category with effect from October 12, 2021. David Molho joined Saint Gobain in 2009 as Vice-President Corporate Planning.He held various positions managing various businesses of Saint-Gobain. In 2021 he was appointed as Chief Executive officer of High Performance Solutions business of Saint Gobain.

Mr. Krishna Prasad (Director Identification No. 00130438), was appointed as a Whole-time Director under Executive Director category with effect from February 03, 2022.

Mr. David Eric Molho and Mr. Krishna Prasad appointment was approved by the Members through postal ballot the result of which was declared on March 16, 2022.

In accordance with the Act and the Articles of Association of the Company, Mr. Laurent Tellier (Director Identification No. 08587279), Non-Executive, retires by rotation and, being eligible, has offered himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Laurent Tellier. A resolution seeking shareholders approval for his re-appointment along with other required details forms part of the Notice.

Mr. Keki Elavia, Dr. Archana Hingorani and Mr. Subodh Nadkarni have submitted declarations that each of them meets the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1) and 25 (8) of the Listing Regulations. There has been no change in circumstances affecting their status as Independent, Non-Executive Directors of the Company during the year. They have also completed the registration with the Independent Directors Databank and requisite disclosures have been received from them in this regard.

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

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company are: Mr. B. Santhanam, Managing Director, Mr. Krishna Prasad, Executive, Whole-time Director with effect from February 03, 2022, Mr. Deepak Chindarkar, Chief Financial Officer and Mr. K. Visweswaran, Company Secretary.

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The purpose of the programme is aimed to familiarise the Independent Directors with the Company, the nature of the industry in which the Company operates and the business model of the Company. The details of the familiarisation programme imparted to the Independent Directors are available on the Companys website at www.grindwellnorton.co.in/investor-informaton. The Independent Directors are regularly briefed with respect to the developments that are taking place in the Company and its operations.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to review the Companys businesses and to discuss strategy and plans. A tentative annual calendar of meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation.

During the year, five board meetings were held and one meeting of Independent Directors was also held. The maximum interval between the board meetings did not exceed the period prescribed under the Act and the Listing Regulations.

COMMITTEES OF THE BOARD

During the year, in accordance with the Act and Regulation 18 to 21 of the Listing Regulations, the Board has constituted or reconstituted its Committees. Currently, the Board has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

Details of the Committees, their constitution, meetings and other details are provided in the Corporate Governance Report. DIRECTORS RESPONSIBILITY STATEMENT

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

i. that in the preparation of the annual financial statements for the financial year ended on March 31, 2022, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. that such accounting policies have been selected and applied consistently and judgments and estimates have been made, that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on March 31, 2022, and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual financial statements have been prepared on a going concern basis;

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

With reference to the point number (v), the Board believes that the Company has sound Internal Financial Controls ("IFC") commensurate with the nature and size of its business. However, business is dynamic and the IFCs are not static, and evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will, therefore, be gaps in the IFC as the business evolves. The Company has a process in place to continuously identify such gaps and implement newer and/or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration. These are set out in the Nomination and Remuneration Policy which is annexed as Annexure 3 to this Report and is also available on the Companys website at www.grindwellnorton.co.in.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee has adopted a framework for performance evaluation of the Board, its committees, individual directors, and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of Board functioning, the composition of Board and its committees, culture, execution and performance of specific duties, obligations and governance. The evaluation parameters are based on the execution of specific duties, quality, deliberation at the meeting, independence of judgement, decision making, the contribution of Directors at the meetings and functioning of the Committees.

The performance of the Board, its committees, individual directors, and chairperson were reviewed by the Nomination and Remuneration Committee and the Board. The Independent Directors evaluated the performance of Non-Independent Directors, Chairperson, and the Board, as a whole. The Board of Directors evaluated the performance of the Independent Directors, their fulfillment of independence criteria in terms of the Act and Listing Regulations, and independence from the management. The Director being evaluated did not participate in the evaluation process.

RELATED PARTY TRANsACTIONs

All related party transactions entered during the financial year were in the ordinary course of business and on an arms length basis. During the year, no material related party transactions were entered by your Company.

Prior approval of the Audit Committee is obtained for all related party transactions. The Audit Committee monitors, on a quarterly basis, the related party transactions entered vis-a-vis the related party transactions approved by the Audit Committee.

The policy on related party transactions, as approved by the Board, is available on the website of the Company, www.grindwellnorton. co.in. There are no transactions that are required to be reported in Form AOC-2.

The details of the transactions with related parties pursuant to Ind AS-24 are provided in the accompanying financial statements.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

It is your Companys belief that its primary goal is to serve the needs of its customers and, in the process of doing so, to generate employment, livelihood and income for all its stakeholders (suppliers, vendors, service providers, employees, lenders, shareholders etc.) and, at the same time, to contribute to the revenues of the Government. Further, it is your Companys belief that by pursuing its primary goal and by ensuring that its business practices meet the highest standards of corporate governance and ethics, it best fulfills its obligations and responsibility to society. Against the backdrop of this belief, your Company is committed to implementing the agenda set out in its CSR policy. The CSR policy and initiatives were undertaken during the year, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are set out in Annexure 4 to this Report. In accordance with Section 135 of the Act, a Corporate Social Responsibility Committee of the Board, having an Independent Chair, has been constituted to monitor the CSR policy and programs. The amount spent on eligible CSR activity for the financial year 2021-22 was around 2.01% of the average profit of the Company during the immediately preceding three financial years.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROLS

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

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

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company has adopted and disseminated its Whistle Blower Policy to provide a secure environment and encourage employees and others to report unethical, unlawful or improper practices, acts or activities including a leak or suspected the leak of Unpublished Price Sensitive Information and to prohibit any adverse personnel action against those who report such practices, acts or activities, in good faith.

The Whistle Blower Policy is available on the website of the Company, www.grindwellnorton.co.in.

AUDITORS

a. statutory Auditors

In accordance with the provision of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), completes its term as the Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting ("AGM") of the Company.

Your Directors on recommendation of the Audit Committee, seek approval of the Members at the ensuing AGM of the Company, for appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No.104607W / W100166) for a term of five (5) consecutive years. M/s. Kalyaniwalla & Mistry LLP Chartered Accountants, have confirmed their eligibility and willingness for appointment as Statutory Auditors of the Company under the provisions of the Companies Act, 2013 and Rules framed thereunder.

Accordingly, a resolution, proposing appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W / W100166), as the Statutory Auditors of the Company for a term of five (5) consecutive years, from the conclusion of the 72nd AGM till the conclusion of the 77th AGM of the Company pursuant to Section 139 of the Companies Act and Rules framed thereunder on such remuneration as may be mutually agreed between Board of Directors of the Company and the Auditors, as set out in the resolution included in the Notice convening the AGM of the Company.

The Board of Directors places on record its appreciation for the services rendered by M/s. Price Waterhouse, Chartered Accountants, as the Statutory Auditors of the Company.

b. Cost Auditor

In accordance with Section 148 of the Act and Rules framed thereunder, the cost audit records are maintained by the Company in respect of the products which are required to be audited. Your Directors, on the recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No. 000065), to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2023. M/s. Rao, Murthy & Associates, Cost Accountants, have under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for the appointment.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors have to be ratified by the Members of the Company. Accordingly, an appropriate resolution forms part of the Notice convening the AGM. The Board of Directors seeks your support in approving the proposed remuneration of Rs 2,00,000/- (Rupees two lakhs only) plus taxes and out of pocket expenses at actuals payable to the Cost Auditor for the financial year ending March 31, 2023. M/s. Rao, Murthy & Associates, Cost Accountants, have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years.

c. Secretarial Auditor

In accordance with Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2022. The Secretarial Audit Report for the financial year ended March 31, 2022, in Form No. MR-3 is set out in Annexure 6 of this Report.

The Board has also appointed M/s. Parikh & Associates, Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2022-23.

Comments on Auditors Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditors, in their Auditors Report and by M/s. Parikh & Associates, Secretarial Auditor, in their Secretarial Audit Report.

The Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Companys website, www.grindwellnorton.co.in.

DISCLOSURE REQUIREMENTS

As per Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis Report are attached, which forms part of this Report.

As per Regulation 34 of the Listing Regulations, a Business Responsibility Report is attached and is a part of this Annual Report.

The Dividend Distribution Policy of the Company as required under the Listing Regulations was adopted to set out the parameters and the circumstances that will be taken into account by the Board of Directors in determining the distribution of dividend to its shareholders. The policy is annexed as Annexure 5 of this Report and is also available on the Companys website, www.grindwellnorton.co.in.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The Company has complied with relevant compliances relating to downstream investment under Foreign Exchange Management Act .

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

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Companys operations in the future.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to acknowledge, with sincere gratitude, the support of its esteemed customers, the strength it derives from its association with Compagnie de Saint-Gobain and its subsidiaries, the continued support and co-operation from its employees, Bankers and the loyalty of the large family of the Companys Dealers, Suppliers and valued Shareholders.

For and on behalf of the Board of Directors
keki elavia B. SANTHANAM
Chairman Managing Director
Bengaluru, May 6, 2022 DIN00003940 DIN00494806