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Dear Shareholders,

Your Directors' present herewith the 40^th Annual Report together with Audited Financial Statements of your Company for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

PERFORMANCE OF THE COMPANY

The market for your Company's products is growing, and your Company has a strong pipeline of new products. Your Company is also focusing on cost savings and operational efficiency, which contributed to the growth in revenue.

The total turnover for the financial year under review was Rs. 791.44 Crores as against Rs. 717.74 Crores for the previous financial year registering an increase of 10.27%. The profit before tax was Rs. 34.67 Crores as against Rs. 26.36 Crores in previous financial year registering an increase of 31.52% and the profit after tax for the year was

Rs. 25.19 Crores as against Rs. 18.94 Crores in previous financial year again registering an increase of 33.00%.

Your Company is well positioned for future growth and is confident that it will meet its goals for the upcoming year.

DIVIDEND

Due to volatilities in the market and to conserve cash for the growth of the Company, the Board of Directors of the Company do not recommend any dividend for the Financial Year 2022-23.

TRANSFER TO RESERVE

Your Company has not transferred any amount of profits to reserves for the Financial Year 2022-23.

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 Rs. 25,49,21,915/- (divided into 50984383 equity shares of Rs. 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 also trades in base oils, bitumen and fuel oil whenever such opportunities arise in the market. The Company markets its products under the brand name "IPOL". These products comprise automotive lubricants, such as engine oils, gear oils and transmission oils, greases and specialties, covering entire market spectrum of 2-wheelers, cars, commercial and off-highway vehicles. Industrial lubricants comprise of general-purpose lubricating oils like hydraulic oils, slideway oil, spindle oils and gear oils, industrial greases, apart from these we have a full range of metal working fluids like soluble cutting oils, neat oils, quenching oil rust preventives and specialty oils; process oils comprise rubber process oils like aromatic, paraffinic and naphthenic oils and secondary plasticizers; transformer oils and white oils, such as light liquid paraffin. Its products cater to a range of industries, including general engineering, automotive, plastics, sugar mills, transformers, rubber component, paint, cosmetics, tyre, textiles, cement and mines. The Company has an exclusive license to manufacture and market product range in India with Repsol Spain and the same has been renewed for further 5 years in the year 2022. REPSOL has a premium product range developed and tested for recent engine technologies of BS VI in the automotive segment.

The Company has efficient R & D facilities which enables launch of new products which are energy efficient, environment friendly and confirm to BS VI emission norms and offers customized solutions as per the customer needs in line with the global standards and OEM expectations.

The manufacturing facilities are 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 accredited under ISO (9001:2015) for quality standards, ISO (45001:2018) for Health & Safety Management Systems and ISO (14001:2015) for environmental standards. The support provided by the Company's accredited R&D Centers have helped in improving the quality of products and upgrading product formulation. Your Company's products primarily marketed under the brand name IPOL and REPSOL are well established and accepted in the industry for their quality and range.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the Board of Directors of your Company comprised of 6 (six) directors with considerable experience and expertise in their respective field. Of these 3 (three) are Non-Executive Non-Independent

Directors and the remaining 3 (three) are Non-Executive Independent Directors.

In accordance with Section 152 and other applicable provisions of the Companies Act, 2013, Mrs. Deepa Goel (DIN: 06527480), Non-Executive Non-Independent Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Your Board of Directors recommend her reappointment. Brief resume/details of Mrs. Deepa Goel as required under the Listing Regulations and Secretarial Standards forms part of the notice of 40^th AGM.

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:

• 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 to be effective from the closing hours of August 14, 2023.

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.

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 Auditors vide their report dated May 30, 2023 have expressed an unmodified opinion on the Audited Financial Statements for the year ended March 31, 2023. 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 2023-24.

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 2023-24. 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 40^th 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. P. P. Shah & Co, Practising Company Secretaries, were appointed as the Secretarial Auditors of the Company for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2022-23 as issued by them in the prescribed Form MR-3 for the Company is annexed herewith and forms an integral part of this report. The report is self-explanatory and does not call for any further comments. 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 and senior management. The 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 40^th AGM. The shareholders are encouraged and requested to verify their records and claim their dividends of 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 recognizes the importance and contribution of its human resources for its growth and development and values their talent, integrity and dedication and treats them as one of its most important asset. 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 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 CEO, 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 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 and the said code is 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 4 (four) times via virtual mode during the Financial Year 2022-23 i.e. on May 30, 2022, July 29, 2022, November 10, 2022 and February 07, 2023. Detailed information about the same is given in the Corporate Governance Report.

HOLDING COMPANY

GP Global APAC Pte. Ltd. continues to remain the Holding Company of your 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 it's 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' wish to place on record their sincere appreciation and are grateful to the employees at all levels for their hard work and dedication, who are the heart of our Company. Their commitment to excellence has helped us to grow and succeed. Your Company's achievements would not have been possible without their efforts. Your Directors' also wish to thank and expresses its gratitude towards all the Investors, Customers, Dealers, Agents, Suppliers, Clients, Government and Regulatory Authorities and Stock Exchanges, Consultants, Lenders and Bankers for their continued support and faith reposed in the Company. Your Directors' also thank the Ministry of Corporate Affairs, advocates, solicitors and business associates for their continuous support.

We are proud of the Company's accomplishments in the past year, and we are confident that we can achieve even greater things in the future. We are grateful for the support of all of our stakeholders, and we look forward to continuing to work with them to build a successful future.

On behalf of the Board of Directors of

GP Petroleums Limited