3 CIN L25191GJ1974PLC002555 BOARD OF DIRECTORS Rajendra V. Gandhi, Non Executive Chairman Harsh R. Gandhi, Managing Director Hemal H. Gandhi, Executive Director Saurabh S. Shah, Independent Director Vivek G. Asrani, Independent Director Anshul D. Mittal, Independent Director Belur Krishna Murthy Sethuram, Independent Director AUDITORS Rajendra & Co., Chartered Accountants Mumbai BANKERS HDFC Bank Ltd. Citibank N.A. Kotak Mahindra Bank Ltd. REGISTERED OFFICE Plot No.8, G.I.D.C. Estate, District- Bharuch, Ankleshwar, Gujarat- 393002 WORKS Ankleshwar, Panoli & Dahej (Gujarat), Akkalkot Road, Chincholi, Solapur (Maharashtra) CORPORATE OFFICE 510, `A’ Wing, Kohinoor City Commercial I, Kirol Road, Off. L.B.S. Marg, Kurla (W), Mumbai – 400 070. SHARES LISTED ON BSE Limited. National Stock Exchange of India Ltd. REGISTRAR & TRANSFER AGENTS MUFG Intime India Private Limited C-101, 247 Park, LBS Road, Vikhroli West, Mumbai - 400 083, Maharashtra ISIN NO. INE137I01015 E-MAIL investor.relations@grpweb.com WEBSITE www.grpweb.com CORPORATE INFORMATION
4 Years ended 31st March (` in Lakhs) 2026 2025 2024 2023 2022 Financial Highlights Total Income 53,100 53,852 46,396 45,612 38,927 Operating profit 2,797 5,976 4,119 1,803 1,194 Profit after tax 893 3,786 2,371 1,023 578 Net Worth 19,268 20,024 16,819 14,780 14,024 Borrowed Funds 19,986 13,659 10,892 8,440 9,921 Fixed Assets (Gross) 39,452 33,643 30,425 24,725 27,270 Net Current Assets 4,978 3,839 4,191 6,203 5,589 Book Value Per Share (`) 361 375 315 277 263 Earning Per Share (`)* 16.74 70.99 44.46 19.18 10.85 Dividend (%) 35.00 145.00 375.00 170.00 90.00 Key Indicators : Debt Equity Ratio 1.04 0.68 0.65 0.57 0.71 Operating Profit to Sales 6% 12% 9% 4% 3% Interest Coverage Ratio 3 8 7 5 5
5 GRP LIMITED CIN : L25191GJ1974PLC002555 Registered Office: Plot No.8, GIDC Estate, Ankleshwar - 393 002, Gujarat. e-mail id: investor.relations@grpweb.com, website: www.grpweb.com NOTICE NOTICE is hereby given that the FIFTY SECOND ANNUAL GENERAL MEETING (AGM) of the members of GRP LIMITED (“the Company”) will be held on Thursday 23rd July, 2026 at 12.30 P.M. IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business: Ordinary Business: 1. Adoption of Audited Standalone Financial statements To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2026 together with the Reports of the Board of Directors and the Auditors thereon. 2. Adoption of Audited Consolidated Financial statements To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 together with the Report of the Auditors thereon. 3. Declaration of Dividend To declare a dividend of Rs. 3.50/- per equity share of face value of Rs. 10/- each for the financial year 2025-26. 4. Re-appointment of a Director To appoint a director in place of Harsh Gandhi (DIN: 00133091), who retires by rotation and being eligible, seeks re-appointment. Special Business: 5. Ratification of remuneration payable to M/s. Kishore Bhatia & Associates, Cost Accountants as a Cost Auditor for auditing the cost accounting records of the Company for the financial year 2026-2027. To consider and if thought fit, to pass the following as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of Rs. 3,00,000/- (Rupees Three lakhs only) plus out of pocket expenses and applicable taxes, as recommended by the Audit Committee and approved by the Board of Directors of the Company, payable to M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No.00294) as the Cost Auditor, to conduct audit of the cost accounting records of the Company for the financial year ended 31st March, 2027, be and is hereby ratified and confirmed.” 6. Payment of remuneration to Mr. Rajendra V. Gandhi(DIN: 00189197) as a Non-Executive Non-Independent Director. To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the applicable rules made thereunder and Regulation 17(6)(ca) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, and subject to such approvals, consents and permissions as may be necessary, the consent of the members of the Company be and is hereby accorded for the payment of remuneration to Rajendra V. Gandhi (DIN: 00189197), Non-Executive, Non-Independent Director of the Company, by way of professional fees amounting to Rs.1,00,00,000/- (Rupees One Crore only) for a period of one year commencing from the conclusion of the 52nd Annual General Meeting of the Company, the details of which are set out in the Explanatory Statement annexed to the Notice convening this meeting.” “RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to determine the terms, timing, and manner of payment of such remuneration, and to do all such acts, deeds, matters, and things as may be necessary or expedient to give effect to this resolution.” “RESOLVED FURTHER THAT the Board of Directors (including its Committee(s)), or the Company Secretary or the Chief Financial Officer of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be necessary, desirable, or expedient including filing the requisite forms or submission of documents with any authority or accepting any modifications to the clauses as required by such authorities, for the purpose of giving effect to this resolution and for the matters incidental thereto and to settle any questions or difficulties that may arise in this regard.”
6 NOTES: 1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), in respect of business to be transacted at the 52nd Annual General Meeting (“AGM”), as set out under Item Nos. 5 & 6 above and the relevant details of the Directors as mentioned under Item Nos. 4 above as required by Regulation 36(3) of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’), Schedule V of the Companies Act, 2013 and as required under Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, is annexed hereto. 2. In accordance with the provisions of the Act, read with the Rules made thereunder and General Circular No. 09/2024 dated 19th September 2024 issued by the Ministry of Corporate Affairs (“MCA”), Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3rd October 2024 issued by SEBI, and such other applicable circulars issued by MCA and SEBI (‘the Circulars’), companies are allowed to hold AGM through video conference or other audio visual means (“VC/OAVM”) , without the physical presence of members at a common venue. Accordingly, the AGM of the Company is being held through VC/OAVM, and video recording and transcript of the same shall be made available on the website of the Company. National Securities Depository Limited (“NSDL”) will be providing facility for voting through remote e-Voting, for participation in the AGM through VC/OAVM and e-Voting during the AGM. 3. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting. Further, attendance slip including route map is not annexed to this Notice. 4. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis. 5. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. 6. Authorised representatives of the Institutional Shareholders/Corporate Members intending to participate in the AGM pursuant to Section 113 of the Act, are requested to send to the Company, a certified copy (in PDF/JPG format) of the relevant Board Resolution/Authority Letter, etc. authorising them to attend the AGM, by email to investor.relations@grpweb.com. 7. The Register of Members and Transfer Books of the Company will be closed from 17th July, 2026 to 23rd July, 2026, both days inclusive. 8. If the dividend as recommended by the Board of Directors will be approved at the Annual General Meeting, payment of such dividend will be credited / dispatched within 30 days from 23rd July, 2026: i) To all Beneficial Owners in respect of shares held in dematerialised form as per the data as may be made available by the National Securities Depository Limited and the Central Depository Services (India) Limited as at the close of business hours on 16th July, 2026. ii) To all members in respect of shares held in physical form whose names stand on the Register of Members as at the close of business hours on 16th July, 2026. 9. Tax Deductible at Source / Withholding tax: Pursuant to the requirement of Income Tax Act, 1961, the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders. The withholding tax rate would vary depending on the residential status of the shareholder and documents submitted by shareholder with the Company / MUFG Intime India Private Limited (herein after referred to as RTA) / Depository Participant (DP).
7 I. Resident Shareholders: 1.1. Tax Deductible at Source for Resident Shareholders Sr. No. (1) Particulars (2) Withholding tax rate (3) Documents required (if any) / Remarks (4) 1. Valid PAN updated in the Company’s Register of Members 10% No document required. If dividend does not exceed Rs.10,000/-, no TDS/ withholding tax will be deducted. Please also refer note (v) below. 2. No PAN/Valid PAN not updated in the Company’s Register of Members/ PAN is not linked with AADHAR in case of an individual 20% TDS/ Withholding tax will be deducted at 20% as provided under Section 397(2) of the Income Tax Act, 2025, regardless of dividend amount, if PAN of the shareholder is not registered with the Company / RTA / DP. All the shareholders are requested to update, on or before Thursday,16thJuly, 2026, their PAN with their Depository Participant (if shares are held inelectronic form) and Company / RTA (if shares are held in physical form). Please quote all the folio numbers under which you hold your shares while updating the records. Please also refer note (v) below. 3. Availability of lower/Nil tax deduction certificate issued by Income Tax Department under section 395(1) of Income Tax Act, 2025. Rate specified in the certificate Lower tax deduction certificate obtained from Income Tax Authority to be submitted on or before Thursday, 16th July, 2026. 1.2. No Tax Deductible at Source on dividend payment to resident shareholders if the Shareholders submit following documents as mentioned in column no.4 of the below table with the Company / RTA / DP on or before Thursday,16th July, 2026. Sr. No. (1) Particulars (2) Withholding tax rate (3) Documents required (if any)/ Remarks (4) 1. Submission of form 121 NIL Declaration in Form No. 121, fulfilling certain conditions. 2. Shareholders to whom section 393(1) [Table :SI.No.7] of the Income Tax Act, 2025 does not apply as per second proviso to section 393(4) [Table :SI.No.10] such as LIC, GIC. etc. NIL Documentary evidence for exemption under section 393(4) [Table :SI.No.10]of The Income Tax Act, 2025. 3. Shareholder covered under section 393(5) of Income Tax Act, 2025 such as Government, RBI, corporationsestablished by Central Act & mutual funds. NIL Documentary evidence for coverage under section 393(5) of The Income Tax Act, 2025. 4. Category I and II Alternate Investment Fund. NIL SEBI registration certificate to claim benefit under section 400(1) of Income Tax Act, 2025. 5. • Recognized provident funds • Approved superannuation fund • Approved gratuity fund NIL Necessary documentary evidence as per Circular No.18/2017 issued by Central Board of Direct Taxes (CBDT). 6. National Pension Scheme NIL No TDS/ withholding tax as per section 393(9) of Income Tax Act, 2025. 7. Any resident shareholder exempted from TDS deduction as per the provisions of Income Tax Act, 2025 or by any other law or notification NIL Necessary documentary evidence substantiating exemption from deduction of TDS.
8 II. Non-Resident Shareholders: The table below shows the withholding tax on dividend payment to non-resident shareholders who submit, on or before, Thursday,16th July, 2026. the following document(s), as mentioned in column No.4 of the below table, to the Company / RTA. In case all necessary documents are not submitted, then the TDS/ Withholding tax will be deducted at 20% (plus applicable surcharge and cess). Sr. No. (1) Particulars (2) Withholding tax rate (3) Documents required (if any)/ Remarks (4) 1. Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs) / Other Non- Resident shareholders 20% (plus applicable surcharge and cess) or tax treaty rate, whichever is beneficial FPI registration certificate in case of FIIs / FPIs. To avail beneficial rate of tax treaty following tax documents would be required: 1. Tax Residency certificate issued by revenue authority of country of residence of shareholder for the year in which dividend is received. 2. PAN or declaration as per Rule 217 of Income Tax Rules, 2026 in a specified format. 3. Form 41 filled & duly signed. 4. Self-declaration for non- existence of permanent establishment/ fixed base in India. (Note: Application of beneficial Tax Treaty Rate shall depend upon the completeness of the documents submitted by the Non-Resident shareholder and review to the satisfaction of the Company). 2. Indian Branch of a Foreign Bank NIL Lower tax deduction certificate under section 395(1) obtained from Income Tax Authority. Self-declaration confirming that the income is received on its own account and not on behalf of the Foreign Bank and the same will be included in taxable income of the branch in India. 3. Availability of Lower/ Nil tax deduction certificate issued by Income Tax Authority Rate specified in certificate Lower tax deduction certificate obtained from Income Tax Authority. 4. Any non-resident shareholder exempted from withholding tax deduction as per the provisions of Income Tax Act or any other law such as The United Nations (Privileges and Immunities) Act 1947, etc. NIL Necessary documentary evidence substantiating exemption from Withholding tax deduction. Notes: (i) The Company will issue soft copy of the TDS certificate to its shareholders through e-mail registered with RTA / DP, post payment of the dividend. Shareholders will be able to download Form 168 from the Income Tax Department’s website https://www.incometaxindia.gov.in. (ii) The aforesaid documents such as Form 121, documents under sections 393(5), 400(1), FPI Registration Certificate, Tax Residency Certificate, Lower Tax certificate etc. shall be emailed to investor.relations@grpweb.com on or before Thursday, 16th July, 2026 to enable the Company to determine the appropriate TDS / withholding tax rate applicable. Any communication on the tax determination/ deduction received after Thursday, 16th July, 2026 shall not be considered. Formats of Form 121 can be downloaded from the link https://web.in.mpms.mufg.com/client- downloads.html
9 (iii) Application of TDS rate is subject to necessary verification by the Company of the shareholder details as available in Register of Members as on the cut-off Date and other documents available with the Company/ RTA. (iv) In case TDS is deducted at a higher rate, an option is still available with the shareholder to file the return of income and claim an appropriate refund. (v) No TDS will be deducted in case of resident individual shareholders who furnish their PAN details and whose dividend does not exceed Rs.10,000/-. However, where the PAN is not updated in Company/ RTA/ DP records or in case of an invalid PAN, the Company will deduct TDS under section 393(1) [Table: Sl.No.7] without considering the exemption limit of Rs.10,000/-. All the shareholders are requested to update their PAN with their DP (if shares are held in electronic form) and Company / RTA (if shares are held in physical form) against all their folio holdings on or before Thursday, 16th July, 2026. (vi) In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided by the shareholder, such shareholder will be responsible to indemnify the Company and also, provide the Company with all information / documents and co-operation in any appellate proceedings. This Communication is not exhaustive and does not purport to be a complete analysis or listing of all potential tax consequences in the matter of dividend payment. Shareholders should consult their tax advisors for requisite action to be taken by them. 10. Members holding shares in dematerialised form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service, Electronic Clearing Service, mandates, nominations, power of attorney, change of address, change of name, email address, telephone/mobile number etc., to their DP. Changes intimated to the DP will then be automatically reflected in the Company’s records which will help the Company and the Company’s Registrars and Transfer Agent, MUFG Intime India Private Limited to provide efficient and better services. Members holding shares in physical form are requested to provide latest bank account details along with original cancelled cheque leaf/ copy of bank passbook/statement attested by the bank, copy of PAN card and mobile number to RTA. 11. To support the ‘Green Initiative’, members who have not yet registered their email addresses are requested to register the same with their DP in case the shares are held by them in electronic form and with RTA in case the shares are held by them in physical form. 12. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred/transmitted/ transposed only in dematerialized form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holding to dematerialised form. Members can contact the Company or RTA for assistance in this regard. 13. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote. 14. The unclaimed dividend up to the financial year ended 31st March, 1996 have been transferred to the General Revenue Account of the Central Government pursuant to Section 205A (5) of the Companies Act, 1956. Members, who have not encashed their dividend warrants up to the financial year ended 31st March, 1996 are requested to claim the same from the Registrar of Companies, Gujarat at Ahmedabad. 15. Pursuant to Section 124 and 125 of the Companies Act, 2013 and rules made thereunder, any dividend remaining unclaimed with the Company on the expiry of 7 (seven) years from the date of its transfer to the unclaimed / unpaid account, will be transferred to the Investor Education and Protection Fund (IEPF) set up by the Central Government. Accordingly, unclaimed dividends for the financial year ended 31st March, 1997 to 31st March, 2018 have been transferred to the said fund. Members, who have not encashed their dividend warrant(s) so far, for the final dividend for the financial year ended 31st March, 2019 and for subsequent financial years are requested to make their claims to the Company/ RTA. Further as per the Act / Rules, all shares in respect of which dividend has not been encashed or claimed for seven consecutive years or more are required to be transferred to IEPF Suspense Account in the prescribed manner. Upon transfer of member’s shares/ dividend as aforesaid, member may claim from IEPF Authority both the unclaimed dividend amount and/or the shares by making an application in prescribed Form IEPF-5 and by sending the physical copy of the same duly signed (as per the specimen signature recorded with the Company) along with requisite documents enumerated in the Form IEPF - 5.
10 Company shall with a view to comply with the requirements of the said Rules, transfer the shares to the IEPF suspense account by the due date as per procedure stipulated in the Rules. Please note that no claim shall lie against the Company or its Registrar & Share Transfer Agent in respect of unclaimed dividend amount and shares transferred to IEPF Authority pursuant to the said Rules. The Rules and the application form (Form IEPF – 5), as prescribed by the MCA for claiming back the shares/ dividend, are available on the website of MCA at www.iepf.gov.in. 16. As required by the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 of ICSI, brief profile of the Directors proposed to be appointed / re-appointed at the Annual General Meeting is given below: Name of the Director Harsh R. Gandhi Date of birth 17th July, 1977 Date of first appointment 16th June, 2009 Experience in specific functional areas Varied experience of 25+ years in rubber industry. Qualification • Alumnus of Owners President Management Program from Harvard Business School. • Bachelor’s degree from Purdue University USA. Directorship held in other public limited companies (excluding GRP Limited) • Steelcast Limited • Ultramarine & Pigments Limited • GRP Circular Solutions Limited • Material Recycling Association of India Memberships / Chairmanship of committees of all public limited companies Membership of the Board Committee: GRP Limited • Audit Committee • Stakeholders Relationship Committee Steelcast Limited • Nomination and Remuneration Committee • Risk Management Committee • Audit Committee Ultramarine & Pigments Limited • Risk Management Committee • Audit Committee No. of shares held in the Company • 159996 equity shares 17. In compliance with the aforesaid MCA Circulars and SEBI Circulars dated 19th September, 2025, and 3rd October, 2025 respectively, notice of the AGM along with the Annual Report 2025-26 is being sent only through electronic mode to those members whose email addresses are registered with the Company/ DP. 18. Members may note that the Notice of the AGM and the Annual Report for the financial year 2025-26 is also available on the Company’s website www.grpweb.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the Notice of AGM is also available on the website of NSDL https://www.evoting.nsdl.com. 19. Members seeking any information with regard to the accounts, document referred in the accompanying notice and the explanatory statement and statutory registers and records which are required to be placed at the AGM shall be available for inspection through electronic mode. Members are requested to write to the Company on or before 21st July, 2026 through email on investor.relations@grpweb.com for inspection of the said documents. The same will be replied by the Company suitably. 20. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which Directors are interested maintained under Section 189 of the Act and the Certificate from the Secretarial Auditor in respect of the GRP Limited Employee Stock Option Plan, 2024 prescribed under Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be available for inspection by the members during the AGM by access to NSDL e-Voting system. After successful login, members will be able to view the documents for inspection by clicking on the link available against the EVEN (139832) of the Company. 21. Instructions for e-voting and joining the AGM are as follows:
11 I. VOTING THROUGH ELECTRONIC MEANS : 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standard on General Meetings(SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the AGM will be provided by NSDL. 2. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.grpweb.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com. 3. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from time to time THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:- The remote e-voting period begins on Monday, 20th July, 2026 at 09:00 A.M. and ends on Wednesday, 22nd July, 2026 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, 16th July, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, 16th July, 2026. How do I vote electronically using NSDL e-Voting system? The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below: Step 1: Access to NSDL e-Voting system A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below: Type of shareholders Login Method Individual Shareholders holding securities in demat mode with NSDL. 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl. com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 3. If you are not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp
12 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. Individual Shareholders holding securities in demat mode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www. cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. Individual Sharehold- ers (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
13 Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL. Login type Helpdesk details Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000 Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911 B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. 3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. 4. Your User ID details are given below : Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is: a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******. b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12************** then your user ID is 12************** c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001*** 5. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
14 6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting. nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. 7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open. Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system. How to cast your vote electronically and join General Meeting on NSDL e-Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status. 2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”. 3. Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. 5. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. General Guidelines for shareholders 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to yddcsecretarial@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login. 2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password. 3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Deputy Vice President, at evoting@nsdl.com Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice: 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor.relations@grpweb.com 2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested
15 scanned copy of Aadhar Card) to investor.relations@grpweb.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode. 3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents. 4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:- 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting. 2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM. 3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM. 4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER: 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. 2. Members are encouraged to join the Meeting through Laptops for better experience. 3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. 4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches. 5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at investor.relations@grpweb.com. The same will be replied by the company suitably. 6. Members who have questions, may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at investor.relations@grpweb.com from 13th July, 2026 (10.00 a.m. IST) to 21st July, 2026 (5.00 p.m. IST). The same will be replied by the company suitably during the AGM. By Order of the Board of Directors of GRP Limited Sd/- Shilpa Mehta Place : Mumbai Chief Financial Officer Date : 17th June, 2026 Registered Office: Plot No. 8, GIDC Estate, Ankleshwar – 393 002, Gujarat
16 Annexure to the Notice Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the special business set out in the accompanying notice Item No. 5: Ratification of remuneration payable to M/s. Kishore Bhatia & Associates, Cost Accountants as Cost Auditor for auditing the cost accounting records of the Company for the financial year 2026-2027. As per Notification dated 14th July, 2016 issued by the Ministry of Corporate Affairs regarding the Companies (Cost Records and Audit) Rules, 2014, provisions relating to auditing of cost accounting records are applicable to the Company with effect from 1st April, 2016. Accordingly, the audit of cost accounting records of the Company is mandatory from the financial year 2016-17. M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 00294), as required under Section 141 of the Companies Act, 2013, has confirmed its eligibility to conduct the audit of the cost accounting records of the Company for the financial year 2026- 27 and has consented to act as the Cost Auditor of the Company. At the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 00294) as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year 2026-27 at a remuneration of Rs. 3.00 lakhs p.a. plus out of pocket expenses and taxes. Section 148 (3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditor) Rules, 2014, requires the remuneration payable to the Cost Auditors to be ratified approved by the Members of the Company. Accordingly, the approval of the Members is sought for passing an Ordinary Resolution for the remuneration payable to the Cost Auditors for the financial year 2026-27. None of the Directors, Key Managerial Personnel of the Company and their relatives, is in any way concerned or interested in the Resolutions. The Board of Directors recommend the Ordinary Resolution for the approval of the Members. Item No. 6: Payment of Remuneration to Mr. Rajendra V. Gandhi (DIN: 00189197) as a Non-Executive, Non-Independent Director Mr. Rajendra V. Gandhi (DIN: 00189197), a founding member and the former Managing Director of the Company, is appointed as a Non-Executive, Non-Independent Director at the 51st Annual General Meeting of the Company. In view of his vast experience, industry knowledge, and continuing involvement in strategic advisory matters, it is proposed to remunerate Mr. Rajendra V. Gandhi by way of professional fees of ₹ 1,00,00,000/- (Rupees One Crore only) per annum for a period of one year, commencing from the conclusion of the 52nd AGM. In terms of Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain approval of shareholders by way of a special resolution if the annual remuneration payable to a Non-Executive Director exceeds 50% of the total annual remuneration payable to all Non-Executive Directors. As the proposed remuneration may exceed this threshold, shareholder approval by way of Special Resolution is being sought for a period of one year. Further, in view of the provisions of Section 188 of the Companies Act, 2013, read with applicable rules, the proposed remuneration constitutes a related party transaction, as Mr. Rajendra V. Gandhi is a relative of Mr. Harsh Gandhi, Managing Director and Ms. Hemal Gandhi, Executive Director of the Company. However, since the proposed remuneration is on an arm’s length basis and in the ordinary course of business, it is not required to be approved by the Board or shareholders under Section 188(1), but the Company is seeking member approval in compliance with SEBI Listing Regulations. The Board recommends the resolution set out at Item No. 6 of the accompanying Notice for approval of members by Special Resolution. By Order of the Board of Directors of GRP Limited Sd/- Shilpa Mehta Place : Mumbai Chief Financial Officer Date : 17th June, 2026 Registered Office: Plot No. 8, GIDC Estate, Ankleshwar – 393 002, Gujarat.
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19 Directors’ Report Directors’ Report to the Members, Your Directors are pleased to present the FIFTY-SECOND Annual Report on the affairs of the Company (“the Company” or “GRP”) together with the Audited financial statements of the Company for the financial year ended 31st March, 2026. Standalone Financial Results Year ended 31st March Particulars 2026 2025 (Rs. In lakhs) (Rs. In lakhs) Sales & Other Income 53,100 53,852 EBITDA 4,559 7,468 Profit before tax and exceptional items 1,514 5,003 Profit before tax 1,374 5,003 Tax Expenses 481 1,217 Profit after tax for the year (a) 893 3,786 Total comprehensive income (125) 3,659 Balance of Profit/Loss for earlier years (b) 13,217 10,045 Add: Remeasurement gain/(loss) of defined benefit plans (c) (26) (114) Less: Dividend paid on Equity Shares (d) 773 500 Balance carried forward (a+b+c-d) 13,311 13,217 RESERVES The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review. DIVIDEND Based on performance of the Company for the year under report, the Board recommends a dividend of Rs.3.50 per equity share (35%) of the face value of Rs.10/- each (on capital base of Rs. 53333320/-) for the year ended 31st March, 2026. [Previous year dividend was Rs.14.50 per share (145%) on increased capital base of Rs. 53333320/-]. FINANCIAL RESULTS, PERFORMANCE AND FUTURE OUTLOOK The financial year gone by began in uncertain geopolitical and consequent economic situation. Persistent geopolitical tensions, elevated trade barriers and energy price shocks arising due to tension in Middle East has and is continuously impacting global economy. Your Company delivered a total income of Rs. 53,100 lakhs in the fiscal year 2025-26 compared to Rs. 53,852 lakhs in the previous year, representing a marginal decline of 1%. Before analysing further this degrowth, need to remove EPR accrual of Rs.23 cr from FY25 total income, as this amount pertained to the period before FY25. Whereas in FY26, EPR accrual is for FY26 only. Additionally, the decline in income is attributed to US tariff, degrowth in Engineering Plastic business due to subdued demand and also due to the delay in new project gaining stability. The Reclaim Rubber (RR) business grew by 5% in revenues, the Engineering Plastics (EP) business revenue reduced by 13%, and the CDF business unit gained 6% growth. And as for Rubber Composite (RC) business, US tariff impacted adversely and to protect overall margin, the Company decided to shut it down in Q3 of the fiscal. Profit after tax for the year as a result of above factors, took hit of 5%, it declined from Rs.3,786 lakhs in FY25 to Rs.893 lakhs in FY26. Within turbulent global economic situation, GRP remained agile and focused, responding through calibrated actions across operations, technology deployment, market priorities and product strategy, enabling it to steer steadily towards its goals. This strategy and focus allowed the Company to strengthen its operating foundation for better future growth. Ongoing supply-chain disruptions, currency volatility and geopolitical tensions created uncertain environment for manufacturing exporters. India remained the fastest growing economy, though growth moderated from 7.6% in previous year to 6.5% in 2026. The outlook for circular materials remains strong. In the domestic market, overall rubber consumption grew by 4% during calendar year 2025, while consumption by tyre industry remained largely stable. Reclaimed Rubber continued to outperform, growing by 7% YoY, with 15% growth in tyre applications, creating opportunities for your company to strengthen its domestic presence.
20 During the year, your company replaced 38% of its traditional capacity with new technology, improving cost efficiency. Also, the Company continued its Energy cost saving initiatives by investment in Solar power at Solapur which resulted in savings of Rs.115 lakhs in FY26.Further investment in 8 MW Solar project in Gujarat is planned in FY27, which will start yielding results from September, 2026. During the year, your company successfully commercialized its Waste to Energy business under the new brand identity “Pyrova Energy”, representing a significant step in expanding its circular materials portfolio into value-added energy and petrochemical applications. The business houses India’s largest single-line continuous reactor, and a capacity to process over 30,000 MT of crumb rubber annually. However, as with any first-of-its-kind scale-up, initial teething issues impacted the ramp-up to full-scale production during the year. Despite these early operational challenges, the successful commercialization of the facility establishes a strong foundation for future scale-up and positions your Company strategically within the emerging circular energy ecosystem. The Engineering Plastics and Repurposed Polyolefins businesses continued to face near-term headwinds arising from a sharp correction in virgin prices and sustained inflows of low-cost imports, particularly from China, which has increasingly emerged as a net exporter. In response to the evolving market environment, your Company has initiated a reassessment of the operating model of its Repurposed Polyolefins subsidiary to ensure that capital deployment remains aligned with return thresholds and long-term strategic priorities. The focus remains on improving sourcing efficiency, strengthening product positioning in higher-specification applications, and expanding presence across value-added end markets such as automotive, electricals, and appliances. The Engineering Plastics business, despite near-term softness, continued to strengthen its position in application-led segments. CHANGE IN THE NATURE OF BUSINESS During the year there was no change in the nature of business of the Company. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT. There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT There was no revision in the Financial Statement or the Report in respect of any of the three preceding financial years. CHANGE IN SHARE CAPITAL During the financial year under review, there was no change in the share capital of the Company: CREDIT RATINGS OF SECURITIES Rating Agency Instrument Type Rating Date on which Credit Rating obtained CRISIL Limited Long Term Bank Facilities CRISIL BBB+/Stable (downgraded from ‘CRISIL A-/Stable’) This rating is as on 10th December, 2025 Short Term Bank Facilities CRISIL A2 (downgraded from ‘CRISIL A2+’) INVESTOR EDUCATION AND PROTECTION FUND (IEPF) During the financial year 2025-26, Company transferred Rs.9,791.25 of Unclaimed Dividend and 153 corresponding Equity Shares to Investor Education and Protection Fund (IEPF). As on 31st March, 2026 there are 26,021 Equity Shares in the demat account of IEPF authority. The details of such shareholders are available on the website of the Company. The voting rights of the Equity shares transferred to IEPF shall remain frozen and Dividend or any other benefit accrued on those shares shall be transferred to IEPF account till the rightful owners of such shares claim the same. Such shares can be claimed back by the shareholders from the IEPF authority as per the procedures laid down in the IEPF rules. Shilpa Mehta, Chief Financial Officer, is appointed as the Nodal Officer under the provisions of IEPF. The unpaid dividend for the under noted years, if remained unclaimed for 7 (seven) years will be statutorily transferred by the Company to IEPF, in accordance with schedule given below:
21 Financial Year Date of declaration of Dividend Total Dividend (in Rs.) Unclaimed Dividend as on 31.03.2026 (in Rs.) To be transferred to IEPF latest by 2018-19 22.08.2019 1,06,66,664 52,296.00 25.10.2026 2019-20 20.02.2020 (Interim Dividend) 73,33,332 39,396.50 24.04.2027 2020-21 12.08.2021 33,33,333 16,983.75 15.10.2028 2021-22 22.08.2022 1,19,99,997 79,841.63 25.10.2029 2022-23 04.08.2023 2,26,66,661 1,23,560.96 07.10.2030 2023-24 02.08.2024 499,99,988 6,04,872.50 05.09.2031 2024-25 25.07.2025 773,33,314 5,00,284.00 28.08.2032 Transfer of Equity shares to Investor Education and Protection Fund In terms of Sections 124 and 125 of the Companies Act, 2013 (“the Act”) read with the IEPF Rules, dividend, if not paid or claimed for a period of 7 years from the date of transfer to Unclaimed Dividend Account of the Company, is liable to be transferred to the IEPF. Further, according to the Act read with the IEPF Rules, all the shares in respect of which dividend has not been paid or claimed by the shareholders for 7 consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, the Company had sent individual notices and issued advertisements in the newspapers, requesting the shareholders to claim their dividends in order to avoid transfer of shares/dividends to the IEPF. Details of the shareholders whose shares are liable to be transferred to the IEPF Authority are available on the Company’s website at https://grpweb.com/investors SUBSIDIARIES Salient features of the financial statements of its wholly owned subsidiary company viz. GRP Circular Solutions Limited and subsidiary body corporate viz. Gripsurya Recycling LLP are attached herewith in form AOC-1 (Annexure 1). DIRECTORS i. Board of Directors As of 31st March, 2026, the Board of Directors comprised of 7 Directors (including a Woman Whole time Director), 4 of which are Independent Directors, 2 Whole-time Directors [Promoter & Promoter(s) Group] and 1 Non-executive Non-independent Director [Promoter & Promoter(s) Group]. ii. Retirement by rotation and subsequent re-appointment In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Harsh Gandhi (DIN: 00133091), Whole-time director designated as Managing Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment. DECLARATION BY INDEPENDENT DIRECTORS a. All the Independent Directors have submitted their declarations to the Board to the effect that they meet the required criteria of independence as mentioned in the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and also that they are independent of the management. b. All the Independent Directors have submitted their affirmation on compliance with the Code of Conduct for Directors and Senior Management personnel.
22 KEY MANAGERIAL PERSONNEL (KMP) Jyoti Sancheti, Company Secretary & Compliance Officer, has resigned from the services of the company w.e.f. 7th April,2026. Search for new Company Secretary is under active progress and is likely to be completed very soon. BOARD MEETINGS The details of the number of meetings of the Board and other Committees are given in the Corporate Governance Report in Annexure 3 which forms a part of this Annual Report. COMPOSITION OF COMMITTEES AND MEETINGS The details pertaining to composition of Committees and details of Committee Meetings are included in the Corporate Governance Report in Annexure 3, which forms part of this Annual Report. RECOMMENDATIONS OF AUDIT COMMITTEE All the recommendations of Audit Committee were accepted by the Board of Directors. DIRECTORS’ RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors confirm that: a) in the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed and there had been no material departure. b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2026 and of the profit and loss account of the company for the year ended on that date. c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) the Directors had prepared the annual accounts on a going concern basis. e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. FRAUDS REPORTED BY AUDITOR No frauds have been detected/reported by any of the Auditors of the Company. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE Report on Management Discussion and Analysis (Annexure 2) and Report on Corporate Governance (Annexure 3) are set out in this annual report, including the certificate from Auditors of the Company, certifying compliance of the conditions of corporate governance as stipulated in schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Annexure 4). MATERIAL ORDERS OF JUDICIAL BODIES/REGULATORS There is no significant and material order passed by the regulators or courts or tribunals during the financial year 2025-26 that impacts the going concern status and company’s operations in future. REGISTRAR AND SHARE TRANSFER AGENT During the year under review, ‘MUFG Intime India Private Limited’ (“MIIPL”) (previously known as Link Intime India Private Limited),has continued as Registrar and Share Transfer Agent (“RTA”) of the Company. STATUTORY AUDITORS M/s. Rajendra & Co. (Firm Regn. No.108355W), Chartered Accountants, Mumbai, have been appointed as Statutory Auditors of the Company, as per the applicable provisions of the Companies Act, 2013, at the Forty-eighth Annual General Meeting of the company held on 22nd August, 2022, for a period of 5 (Five) consecutive financial years, from the conclusion of the Forty-eighth Annual General
23 Meeting of the Company until the conclusion of the Fifty-third Annual General Meeting of the Company. The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2025-26 and the Statutory Auditor’s Report forming part of this Annual Report. COST AUDITORS At the recommendation of the Audit Committee, the Board of Directors at its meeting held on 9th May, 2025 has approved the appointment of M/s. Kishore Bhatia & Associates (Firm Registration No.00294), Cost Accountants, as the Cost Auditor’s to conduct the audit of the cost records of the Company for the financial year 2025-26 at a remuneration of Rs. 2.75 lakhs p.a. plus out of pocket expenses and taxes. The Company has maintained the cost accounting records under Section 148 of the Companies Act, 2013 for the financial year 2025-26. Further, the Board of Directors at its meeting held on 15th May, 2026 has reappointed M/s. Kishore Bhatia & Associates (Firm Registration No.00294), Cost Accountants, as the Cost Auditor’s to conduct the audit of the cost records of the Company for the financial year 2026-27 on a remuneration of Rs. 3.00 lakhs p.a. plus out of pocket expenses and taxes. The resolution for ratification of the proposed remuneration payable to M/s. Kishore Bhatia & Associates to audit the cost records of the Company for the financial year ending 31st March 2027, is being placed for the approval of the shareholders of the Company at the ensuing AGM. SECRETARIAL AUDIT REPORT CS Yogesh Dabholkar, proprietor of M/s. Yogesh D. Dabholkar & Co., Practicing Company Secretary (COP No.6752) has been appointed as the Secretarial Auditor of the Company for the period of five consecutive years from Financial Year 2025-26. CS Yogesh Dabholkar has conducted the Secretarial Audit for the said financial year in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder. The Secretarial Audit Report for the Financial Year 2025-26 is attached herewith. The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2025-26, does not contain any qualification, reservation, or adverse remark (Annexure 5). COMPLIANCE WITH SECRETARIAL STANDARDS The Company has complied with the applicable Secretarial Standards as listed below- a. SS-1 on Meetings of the Board of Directors b. SS-2 on General Meeting c. SS-3 on Dividend d. SS-4 on Report of the Board of Directors VIGIL MECHANISM The Company has established a vigil mechanism and oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairperson of the Audit Committee in exceptional cases. Vigil Mechanism (Whistle Blower) Policy has been hosted by the company on its website. The web link to access the above policy hosted by the Company on its website www.grpweb.com is as follows: https://grpweb.com DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT The Company has constituted Risk Management Committee (RMC) of the Board, to do the periodic assessments of risks. RMC, along with functional heads, carries on the exercise to identify the risk areas, action plans to mitigate the same, in order to enable the Company to control risks through a properly defined plan. The risks are classified as Strategic risks, operational risks, market risks, people risks and financial risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the Key business risks and the actions taken to manage it. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY
24 (CSR) ACTIVITIES The CSR Committee has been constituted by the Board of Directors. The Committee has adopted CSR policy to contribute towards social and economic development of the communities where the Company operates in, and while doing the same, to build a sustainable way of life for all sections of society, with emphasis and focus on education, health care, sustainable livelihood and empowerment of women. The CSR Policy has also been uploaded on the website of the Company. The web link to access the above policy hosted by the Company on its website www.grpweb.com The Annual Report on CSR activities of the Company is attached herewith. (Annexure 6) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The particulars of Loans, guarantees or investments made under Section 186 as on 31st March, 2026 are given in Note 3 and 47 to the financial statements of your company. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES During the financial year, your company entered into related party transactions, which were on an arm’s length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. And all related party transactions were approved by the Audit Committee of your company. Therefore, report as required in Form AOC-2 is not annexed to this report. All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval(s) so granted on a quarterly basis. The details of contracts and arrangement with related parties of your company for the financial year ended 31st March, 2026 are given in Note 41 to the financial statements of your company. COMPANY’S POLICY RELATING TO PERFORMANCE EVALUATION OF THE BOARD, DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF DUTIES: The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board which are based on; Knowledge to perform the role; Time and level of participation; Performance of duties and level of oversight; and Professional conduct and independence; The evaluation was carried out by means of the observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness. The Board is collectively of the opinion that the overall performance of the Board, Committees thereof and the individual Directors is satisfactory and conducive to the growth and progress of the Company. The web link to access the Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013, hosted by the company on its website www.grpweb.com. REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM SUBSIDIARY COMPANY Neither the Managing Director nor the Whole time Director of the Company receive any remuneration or commission from any of its subsidiaries.
25 CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) There is no such application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT. POLICY AGAINST SEXUAL HARASSMENT The Company has in place Policy for prevention of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the financial year ended 31st March, 2026 : (a) Number of complaints pending at the beginning of the year - Nil (b) Number of complaints received during the year - Nil (c) Number of complaints disposed of during the year - Nil (d) Number of cases pending at the end of the year - Nil DEPOSITS The Company does not have any deposits covered under the provisions of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. ANNUAL RETURN The Annual Return referred to in Section 134(3)(a) of the Companies Act, 2013 is available on the website of the Company: https:// grpweb.com/investors SUSTAINABILITY REPORT Although not mandatorily applicable to the Company, in line with its commitment to transparency and sustainable business practices, the Company has voluntarily prepared and presented the Sustainability Report (“SR”) in accordance with Regulation 34(2)(f) of the SEBI Listing Regulations. The SR, including the SR Core comprising key performance indicators relating to environmental, social, and governance (ESG) matters, forms a separate section of this Annual Report. INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 The information as required under Section 197(12) of the Act read with applicable rules (to the extent applicable) is attached herewith (Annexure 7). INFORMATION PURSUANT TO SECTION 134 (3)(m) & (q) OF THE COMPANIES ACT, 2013 The above information (to the extent applicable) is attached herewith (Annexure 8). CONFIRMATIONS a. During the year under review, the Company has not: (i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities. (ii) issued equity shares with differential rights as to dividend, voting or otherwise. (iii) issued any sweat equity shares to its Directors or employees.
26 (iv) made any change in voting rights. (v) reduced its share capital or bought back shares. (vi) changed the capital structure resulting from restructuring. (vii) failed to implement any corporate action. b. The Company’s securities were not suspended for trading during the year. c. The disclosure pertaining to the explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc., is not applicable to the Company. ACKNOWLEDGEMENTS Your directors place on record their appreciation for the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers. For and on behalf of the Board of Directors Place : Mumbai Date : 15th May 2026 sd/- Harsh Gandhi Managing Director DIN : 00133091 sd/- Hemal Gandhi Executive Director DIN : 01444424
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29 ANNEXURE 1 Form AOC-I (Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries Part “A”: Subsidiaries (Amount in Rs.) Sr. No. Particulars 1 2 1 Name of the subsidiary Gripsurya Recycling LLP GRP Circular Solutions Limited 2 Reporting period for the subsidiary concerned, if different from the holding company’s reporting period Not Applicable Not Applicable 3 Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries Not Applicable Not Applicable 4 Share capital / Partner’s Capital 3,28,32,611 7,00,00,000 5 Reserves and surplus / Partner’s Current Account 2,54,21,993 (14,44,74,489) 6 Total assets (excluding investments) 6,56,64,802 15,10,84,395 7 Total liabilities 74,10,200 22,55,58,884 8 Investments 0 0 9 Turnover 10,43,61,947 10,67,54,635 10 Profit / (Loss) before taxation 92,36,934 (5,64,06,597) 11 Provision for taxation (1,64,310) 4,47,190 12 Profit / (Loss) after taxation 94,01,244 (5,68,53,787) 13 Proposed Dividend 0 0 14 % of shareholding 99.89% 100% NOTES: 1 Names of Joint ventures which are yet to commence operations Nil 2 Names of Joint ventures which have been liquidated or sold during the year Nil 3 Names of subsidiaries which are yet to commence operations Nil 4 Names of subsidiaries which have been liquidated or sold during the year Nil For and on behalf of the Board of Directors Place : Mumbai Date : 15th May 2026 sd/- Harsh Gandhi Managing Director DIN : 00133091 sd/- Hemal Gandhi Executive Director DIN : 01444424
30 ANNEXURE 2 MANAGEMENT DISCUSSION AND ANALYSIS REPORT FOR THE FINANCIAL YEAR 2025-26 Company overview GRP Limited (hereinafter referred to as ‘GRP’) stands today as one of India’s leading circular materials companies, built on decades of experience in transforming end-of-life waste into value-added materials for diverse industrial applications. Operating at the intersection of materials innovation and resource recovery, the Company has evolved into a diversified, multi-vertical enterprise with businesses spanning rubber, plastics, polymer composite, alongside a growing focus on circular and energy recovery solutions. As an integrated polymer recycling company, it enables over 400 customers globally to reduce dependence on virgin materials every year and has earned the trust of 8 of the top 10 global tyre manufacturers, positioning GRP as a key partner in their sustainability journeys. The Company’s business verticals - Reclaim Rubber, Engineering Plastics, Repurposed Polyolefins (under its wholly owned subsidiary, GRP Circular Solutions Limited), Polymer Composite & Custom Die Forms, and Waste-to-Energy, branded as Pyrova Energy, collectively reflect its integrated approach and a common objective: maximising value from end-of-life materials while minimising environmental impact. With a recycling capacity exceeding 122,000 MTA, supported by 8 manufacturing units, a sourcing network across 150+ cities, and a global presence spanning over 55 countries, GRP has built a robust and reliable supply ecosystem. This scale, combined with strong supplier partnerships and adherence to stringent industry standards, enables the Company to ensure consistent availability of quality inputs, support growing customer requirements, and deliver traceable circular materials and credible sustainability-linked credits at scale. The financial year 2025–26 was a year of resilience for the industry at large, as geopolitical uncertainties, demand volatility, and fluctuations in key input costs created sustained headwinds across markets. Within this environment, GRP remained agile and focused, responding through calibrated actions across operations, technology deployment, market priorities, and product strategy, allowing it to navigate near-term disruptions while reinforcing its strategic direction. While these headwinds were reflected in the Company’s key performance indicators for the year, the underlying actions taken have strengthened its operating foundation and position GRP well for a more stable and improved performance trajectory ahead. Key Parameters 2025-26 2024-25 Total Income (₹ Lakhs) 53,100 53,852 Profit before tax (₹ Lakhs) 1,374 5,003 Profit after Tax (₹ Lakhs) 893 3,786 Return on Capital Employed (%) 10 26 Market Value per share (₹) (As on 31st March) (BSE) 1,870 2,782 Sales volume – growth/(decline) in % over previous year 1% 8% Business wise overview Your company is committed to empowering its customers and communities by seamlessly integrating them into the circular economy through initiatives embedded within its business operations, as well as through its ESG, CSR efforts focused on building a sustainable future. Historically, your Company’s standalone businesses have been closely aligned with the mobility sector -Reclaim Rubber (RR) serving tyre and component manufacturers, Engineering Plastics (EP) linked to the automotive OEM supply chain, Polymer Composite (PC) catering to ground transportation and shipping, and Custom Die-Forms (CDF) addressing agricultural and earth-moving equipment. Repurposed Polyolefins, under its wholly owned subsidiary, which initially catered to the packaging industry, is now also catering to automotive OEM requirements.
31 Building on this foundation, GRP is strengthening its position in the mobility sector while simultaneously expanding beyond it, leveraging its capabilities to tap opportunities across emerging applications such as petrochemicals, infrastructure. In line with this direction, the Company is advancing its efforts towards greater value extraction from end-of-life tyres through the commissioning of its Crumb Rubber and Continuous Pyrolysis facilities in Solapur. This marks Phase 1 of GRP’s ELT-to-Energy initiative, with further integration into recovered Carbon Black (rCB). Reclaim Rubber Known for developing breakthrough reclaim rubber grades, your company during the year, commercialised its next-generation, low-GHG emission production line. In parallel, it transitioned traditional reclaim processes to new technology, improving operational efficiencies, with supplies approved by both tyre and non-tyre customers. Your company also introduced advanced materials designed to deliver enhanced substitution ratios in customer formulations, reducing the overall consumption of fossil fuel-based materials and associated carbon footprint. Your company’s earlier shift to biofuels for plant systems continued to deliver strategic benefits during the year, shielding operations from fuel supply disruptions and cost volatility experienced globally. Building on this, GRP further expanded its renewable energy footprint, reinforcing its commitment to sustainable and resilient operations. Engineering Plastics Initially centred on tire cord extracted from end-of-life (EOL) tires, the vertical has broadened its raw material base and successfully developed and commercialized grades using ocean plastics (such as fishnet waste) and textile waste. This shift has reduced reliance on in-house sources while improving supply chain flexibility. However, since these alternative raw materials are externally sourced, the margins on such engineering plastics remain lower than those based on our core tyre recycling operations. Key focus areas during the year included streamlining processes for alternate material handling, expanding the product portfolio, and obtaining approvals for the newly developed grades. Polymer Composite and Custom Die Forms The Polymer Composite and Custom Die-Forms businesses, which are predominantly dependent on the U.S. market, were significantly impacted during the year under review due to the imposition of U.S. tariffs. While the Custom Die-Forms business continued to register modest year-on-year growth, the Polymer Composite segment was adversely affected by tariff pressures and strong local competition, rendering operations commercially unviable. Following a comprehensive evaluation of strategic options, the Company decided to discontinue contract manufacturing in this segment, wind down the related Polymer Composite operations, and reallocate resources towards higher-growth and more sustainable business areas. Pyrova Energy During the year, your Company successfully commercialized its Waste-to-Energy business under the new brand identity “Pyrova Energy”, representing a significant step in expanding its circular materials portfolio into value-added energy and petrochemical applications. The business houses India’s largest single-line continuous reactor, and a capacity to process over 30,000 MT of crumb rubber annually. The outputs from this platform cater to diverse end-use industries including petrochemicals, tyre and rubber manufacturing, pigments, paints & coatings, and plastics. Repurposed Polyolefins The vertical faced near-term headwinds during the year, impacted by a sharp decline in virgin polypropylene prices and continued inflow of low-cost imports, leading to pressure on pricing and slower-than-expected demand scale-up linked to EPR regulations. While these factors temporarily affected market momentum, the Company views the current environment as cyclical, with strong underlying structural drivers for growth. GRP continues to focus on strengthening product positioning, expanding into higher-spec applications such as automotive and appliances, and enhancing sourcing and operational efficiencies. The Company remains committed to the long-term opportunity, adopting a calibrated and disciplined approach to scaling the business in line with evolving market conditions. As per the Indian Accounting Standards (Ind AS) – 108 on operating verticals, “Reclaim Rubber” has been identified as a reportable vertical, and non-reclaim rubber businesses not separately reportable (Polymer Composite, Engineered Plastics, Pyrova Energy) have been grouped under the heading “Others”.
32 Verticals wise revenue: - Revenue of ₹44,040 lakhs was generated from Reclaim Rubber vertical and - Revenue of ₹6,148 lakhs was generated from Other verticals. Capital Expenditure: During the year under review, the company invested about ₹4,237 lakhs across key areas: • Plant and Machinery: ₹2,451 lakhs • Civil Infrastructure: ₹1,504 lakhs • Others: ₹282 lakhs Major initiatives included strategic investments in Pyrova Energy, automation across Reclaim Rubber operations, development of low-GHG reclaim rubber processes, and the introduction of a new product line which can result in higher level of substitution in customer formulations. In line with our strategic capital expenditure plan, your Company has secured External Commercial Borrowings (ECB) of up to EUR 12 million from Société de Promotion et de Participation pour la Coopération Economique S.A. (PROPARCO), France, for partial funding of key projects. By the end of FY26, EUR 7.5 million has been drawn down, with the balance to be availed in phases. This funding mainly supports the Company’s future growth initiatives, including the development and expansion of Pyrova Energy vertical. Subsidiary GRP Circular Solutions Limited This business initiative is driven by the Government of India’s Extended Producer Responsibility (EPR) regulation for the plastics sector, which mandates brand owners to incorporate recycled polymers into their packaging from April 1, 2026. In response, your company has been at the forefront of developing materials from rigid end-of-life (EOL) packaging waste, with a focus on polyolefins such as polypropylene and polyethylene. The business currently operates at an annual capacity of 6,000 tons, with capacity utilization gradually ramping up month over month. While the Company has successfully developed and secured approvals for these materials from leading brand owners, it is cautiously scaling operations with a clear focus on profitability and sustainable unit economics. All operations related to Repurposed Polyolefins are housed under our wholly owned subsidiary, GRP Circular Solutions Limited (GCSL). After successfully overcoming post-fire challenges, GCSL commenced commercial production in March 2024 and has since secured approvals from leading FMCG, lubricant, and paint manufacturers, including prominent brands like Asian Paints, Mobil, Castrol, Pidilite, and Bisleri. With the upcoming enforcement of EPR regulations, GCSL is well-positioned to capitalize on the growing demand for recycled plastic solutions. Capital Expenditure Your Company did not undertake any investments in the Repurposed Polyolefins business during the year under review. Industry Structure and Development The financial year 2025–26 unfolded against a backdrop of significant geopolitical and economic headwinds, marked by persistent geopolitical tensions, elevated trade barriers, policy uncertainty, and energy price shocks arising from Middle East developments in early 2026. Global growth slowed from an estimated 3.4% in 2025 to 3.1% in 2026, reflecting the lagged impact of high tariffs, supply- chain disruptions, and renewed inflationary pressures. Regional performance remained uneven across major economies. Growth in Asia-Pacific moderated from around 4.9% in 2025 to approximately 4.4% in 2026, reflecting softer external demand and trade disruptions. Europe continued to see subdued expansion, with growth easing from about 1.5% to 1.3%, amid weak industrial activity and energy-related uncertainties. North America showed relative stability, with growth improving modestly to around 2.2% in 2026 from 1.9% in 2025, supported by steady consumption in the United States despite tighter financial conditions. India’s growth moderated from a strong 7.6% in the previous year to an estimated 6.5% in 2026, yet it remained among the fastest- growing major economies. This performance was underpinned by resilient domestic demand, infrastructure spending, and policy
33 continuity, even as external headwinds and a softer global environment weighed on exports. Overall, the uneven distribution of growth, persistent inflationary pressures in key markets, currency volatility, and ongoing supply- chain realignments driven by geopolitical developments created a complex and uncertain operating environment for manufacturing exporters. The outlook for circular materials remains strong, supported by tightening regulations, rising consumer awareness, and sustainability commitments from global brands. In India, the implementation of Extended Producer Responsibility (EPR) has created a more structured and traceable recycling ecosystem for tyres and plastics, while during the year this momentum was further strengthened by interventions from NITI Aayog to advance the circular economy for waste tyres, with active industry participation including your Company. Additionally, Indian Tyre Technical Advisory Committee has partnered with recycling companies on long-term development initiatives; in reclaim rubber, it is working with your Company to develop advanced processes for automotive tyre applications, positioning your Company to benefit as the ecosystem matures. Reclaim Rubber Your company’s core business witnessed a modest volume decline of ~2% over the previous year, reflecting the impact of global trade disruptions and macroeconomic headwinds. The global tyre market remained mixed, with modest growth in PCLT driven by China while Europe stayed subdued. Replacement demand remained resilient, whereas OE demand stayed weak, particularly in the Americas. The evolving trade policy landscape in the United States emerged as a key external disruptor during the year, influencing global demand patterns and supply chain flows. Reclaim rubber exports from India remained stable year-on-year during the year, following an 10% growth recorded in the preceding year (FY 2024–25). Given the exposure of key customers to the US market, these developments had both direct and indirect implications for your company’s volumes. Overall, ~33% of Reclaim revenue from key customers were impacted by US tariffs and 44% corresponding impact on RM margin till Jan directly. The impact extended beyond immediate volume disruption, as customers recalibrated sourcing strategies, deferred offtake, and operated with reduced visibility amid ongoing uncertainty. In response, your company demonstrated agility by rebalancing its market mix, strengthening domestic engagement, and maintaining close alignment with customers. This is reflected in a calibrated portfolio shift: export volumes declined by 15%, while domestic volumes grew by 10%. Export revenue share reduced to by 5 percentage points, while domestic revenues increased, supported by proactive customer engagement and selective price actions. This pivot towards domestic markets helped partially offset external pressures. In the domestic market, overall rubber consumption grew by 4% during calendar year 2025, while consumption by tyre industry remained largely stable. Reclaim rubber continued to outperform, growing by 7% YoY, with 15% growth in tyre applications, creating trade diversion opportunities that your company effectively leveraged to strengthen its domestic presence and deepen customer relationships. On the raw material front, volatility persisted across key inputs. As highlighted in the previous year, prices of a specific grade contributing nearly 30% volumes increased sharply by 43%, resulting in an 18% contraction in raw material margins for those grades. Despite these pressures, your company maintained disciplined execution through strategic sourcing initiatives, active price management, and focused cost control measures. FY26 has been a period defined as much by external disruption as by internal transformation. During the year, your company replaced 32% of its traditional reclaim capacity with new technology, delivering an estimated ~5% reduction in energy consumption per ton and improving cost efficiency. In parallel, the company continued to strengthen its sustainability-led operations. Increased use of solar power at the Solapur plants which resulted in estimated savings of ~Rs. 115 lakhs in FY26. Additionally, an 8 MW solar power project in PPA for the Gujarat plants is being operationalised, with expected commissioning in September 2026. These initiatives are aligned with the company’s commitment to achieve 50% renewable energy usage by 2028. Your company’s early investments in in-house bio-based fuel heating systems emerged as a key strategic differentiator during the year. Amid global fuel supply uncertainties and escalating energy costs, this capability provided insulation from external shocks, ensured continuity of operations, and enabled tighter control over energy costs, strengthening overall operational resilience. Operationally, while wage rates increased during the year, overall manpower deployment reduced through productivity improvements,
34 automation, and process efficiencies, supporting cost optimisation. Overall, in a year marked by external volatility, your company demonstrated strong resilience and execution agility, proactively managing market shifts, optimising controllable levers, and continuing to invest in efficiency and sustainability, thereby reinforcing its competitive position and building a stronger foundation for future growth. Other Business: The Non-Reclaim business witnessed a year of transition, marked by the commercialization of new growth platforms amid a challenging external operating environment. During the year, your Company operationalized the “Pyrova Energy” platform, strengthening its position in circular energy and resource recovery solutions. However, as with any first-of-its-kind scale-up, initial teething issues impacted the ramp-up to full-scale production during the year. Despite these early operational challenges, the successful commercialization of the facility establishes a strong foundation for future scale-up and positions your Company strategically within the emerging circular energy ecosystem. The overall volume growth in the Non-Reclaim segment during the year was primarily driven by the contribution from this newly commissioned business, while most existing verticals witnessed softer offtake amid subdued market conditions. The Engineering Plastics and Repurposed Polyolefins businesses continued to face near-term headwinds arising from a sharp correction in virgin prices and sustained inflows of low-cost imports, particularly from China, which has increasingly emerged as a net exporter. These developments impacted industry pricing dynamics and affected competitiveness across recycled polymer applications. In response to the evolving market environment, your Company has initiated a reassessment of the operating model of its Repurposed Polyolefins subsidiary to ensure that capital deployment remains aligned with return thresholds and long-term strategic priorities. The focus remains on improving sourcing efficiency, strengthening product positioning in higher-specification applications, and expanding presence across value-added end markets such as automotive, electricals, and appliances. The Engineering Plastics business, despite near-term softness, continued to strengthen its position in application-led segments. Given that a significant portion of demand in this business is linked to the automotive sector, the recent government measures and GST-linked incentives aimed at stimulating consumption are expected to support recovery in automotive demand. Accordingly, your Company remains optimistic about a gradual normalization in offtake and improved demand visibility for Engineering Plastics going forward. The Custom Die Forms business delivered a resilient performance during the year, registering a 4% growth in volumes despite continued headwinds arising from U.S. tariff measures. In contrast, the Polymer Composite business became economically unviable under the prevailing market conditions and, accordingly, your Company has decided to discontinue its operations. Consequently, a loss of Rs. 79 lakhs was recorded during the year. Changes in key financial ratios: Sr. no. Particulars Ratio as on Ratio as on 31st March, 2026 31st March, 2025 (i) Debtors Turnover 4.57 4.62 (ii) Inventory Turnover 17.70 17.14 (iii) Interest Coverage Ratio 3.31 7.80 (iv) Current Ratio 1.28 1.24 (v) Debt Equity Ratio 1.04 0.68 (vi) Operating Profit Margin (%) 5.64% 12.41% (vii) Net Profit Margin (%) 1.80% 7.86% (viii) Return on Net worth (%) 4.63% 18.91% Opportunities, Risks and Concerns: The expansion of the Crumb Rubber–Pyrolysis–recovered Carbon Black (rCB) value chain is progressing steadily. This development aligns with a broader industry transformation underway in the recovered carbon black sector, which is entering a new growth phase. Emerging markets such as India and the Asia-Pacific region are driving demand, while mature markets like the EU and North America are creating opportunities through policy support and sustainability mandates.
35 Standardization initiatives are gathering pace globally, aimed at facilitating wider adoption of rCB in tyre manufacturing. These efforts are critical in enabling consistent product quality and broader OEM acceptance. At the same time, non-tyre rubber goods (GRG) segments, including conveyor belts and automotive components are beginning to commercialize applications using rCB, opening up parallel avenues for scale. In Europe, the evolution of mass balance systems has accelerated the use of Tire Pyrolysis Oil (TPO) as a sustainable feedstock, replacing conventional naphtha in petrochemical processes. A notable shift is now occurring as even virgin carbon black (vCB) manufacturers are entering into agreements to secure TPO for use as a CBFS substitute, to blend rCB into their formulations, and to collaborate with rCB producers for outsourced supply. This evolving landscape not only validates the relevance of the pyrolysis-rCB value chain but also strengthens the long-term business case for our investment in this space. While your company continues to grow and innovate, several risks warrant attention: Global Trade Volatility: Container shortages and rising freight costs, demand linked to geopolitical tensions could affect timely delivery and export margins. GRP continues to mitigate this through geographic diversification and domestic focus. Raw Material Price Volatility and Availability: Fluctuations in raw material prices and supply chain disruptions could pose risks to cost management and production timelines, requiring proactive sourcing strategies and supplier diversification Extended Producer Responsibility (EPR): While the overall risk has reduced due to greater regulatory clarity on pricing and improved stability of the EPR portal, implementation gaps in the policy framework, the presence of non-compliant recyclers, external stakeholder dependencies and imbalances in demand and supply dynamics continue to pose operational uncertainties. Additionally, delays with the plastics EPR portal contribute to the residual risk, underscoring the need for continuous monitoring and adaptive compliance strategies. Capacity Utilization: GCSL, despite a successful launch and major customer approvals, is currently operating below optimal capacity due to delays in scaling operations and supply chain bottlenecks. Technology Adoption: Although significant projects are underway (Upgrades to existing SAP systems, DMS, shopfloor digitization), the pace of execution needs to accelerate to match the scale of GRP’s growth ambitions. Outlook: Looking ahead, FY 2026–27 is poised to be a transformative year for GRP. With several high-potential initiatives in execution mode, the company is targeting a threefold capacity expansion across key verticals: - Scaling the Reclaim Rubber business with increased deployment of next-gen, high-margin technologies. - Expansion of Pyrova Energy vertical and operationalization of rCB facilities. - New product launches such as recovered carbon black will strengthen GRP’s innovation pipeline. - On the technology front, upgrades to existing SAP systems, adoption of Artificial Intelligence, and digital shopfloor automation are expected to enhance enterprise-wide efficiency. During the year, approvals obtained for the proposed Qualified Institutional Placement (QIP) expired without issuance, resulting in related project development and financing expenses amounting to Rs. 42 lakhs. With strong fundamentals, an empowered team, and a mission-driven approach, GRP is well prepared to deliver continued value to all its stakeholders in FY 2026–27 and beyond. Internal Control Framework: Your Company conducts its business with integrity, high ethical standards, and in compliance with applicable laws and regulations. A robust internal control framework, supported by standard operating procedures, policies, monitoring mechanisms, and self- assessment processes, helps ensure operational efficiency and regulatory compliance. In addition to external audits, Independent Internal Auditors periodically review financial and operational controls across locations and report significant observations to the Audit Committee of the Board. The Audit Committee oversees the adequacy and effectiveness of internal controls, implementation of audit recommendations, and compliance with statutory and regulatory requirements through a structured compliance reporting framework across functions.
36 People and Practices: FY 2025–26 marked GRP’s focused efforts to build a future-ready workforce and deepen leadership capability amid scaleup and diversification. Strengthened emphasis was placed on capability building, process improvement, and crossfunctional mobility. To reinforce the leadership pipeline, GRP launched Catalyst, a structured succession-planning program for highpotential managers. Aligned with its growth strategy, the Company continued to attract senior talent globally from diverse sectors, while a significant number of critical roles were filled internally, reflecting the effectiveness of leadership development initiatives. GRP’s workforce continues to reflect diversity, inclusion, and a strong values-driven culture. Internal role and geographic movements supported career progression, while participation in initiatives such as the UN Women’s Empowerment Program enhanced workplace equity, aligned with the Company’s ESG priorities. Employee retention was supported through competitive remuneration, longterm incentives and ESOPs for critical roles, internal career advancement, and wellbeing initiatives. Structured managerial development programs continued, and a Human Resource Management Software was implemented to streamline employee lifecycle processes. Employee experience is monitored through periodic surveys, supported by values-aligned recognition and reward frameworks. The Board, comprising experienced professionals across industry and functional domains, continues to provide strategic oversight and guide the Company’s long-term vision. Manufacturing operations: Manufacturing operations continued to focus on improving operational efficiency, sustainability, and process excellence during the year. Your Company is proactively adopting new technologies aimed at enhancing energy efficiency across manufacturing facilities and has also deployed Artificial Intelligence-based systems to improve shopfloor productivity and operational efficiencies. Early and ongoing investments in renewable energy continue to shield operations from fuel-related uncertainties, supporting greater cost stability and continuity in operations. The Company remains committed to maintaining high manufacturing and quality standards across locations, with all manufacturing facilities continuing to uphold IATF and Integrated Management System (IMS) certifications. Improvements in productivity and process efficiencies have also contributed to optimisation in manpower requirements across operations. Environment, Health and Safety (EHS): EHS continued to remain a key focus area across all operations during the year. With increased mechanisation, operational processes at core business facilities were reviewed through an external process improvement engagement, with implementation of recommendations already delivering gains in safety and productivity across plants. Your Company continued to strengthen its EHS framework through infrastructure upgradation, regular training on safe working practices, external safety audits, and leadership-led EHS reviews. EHS teams were further reinforced with domain experts, while cross-functional teams were established to foster a strong safety culture across the organisation and recorded no time loss due to injury or occupational illness during the year. Risk Management: During the year under review, your Company constituted a Risk Management Committee to further strengthen its risk governance framework and oversight mechanisms. The Board also approved the ESG Policy and renewed the Corporate Governance and Grievance Policies, which have been made available on the Company’s website. The Enterprise Risk Management (ERM) framework is embedded within the Company’s operating and decision-making processes and aligned with its strategic planning approach. The framework enables systematic identification, assessment, mitigation, and monitoring of risks and opportunities across strategic, operational, financial, people-related, environmental, ESG, and market-related areas. The ERM process is governed by a cross-functional internal committee comprising functional heads, with designated risk owners responsible for implementing mitigation plans aligned with the Company’s short and long-term objectives. A structured review mechanism, including monthly risk reviews and bi-annual reporting to the Risk Management Committee of the Board, helps strengthen risk oversight and foster a culture of risk awareness across the organisation.
37 Sustainability practices: As global brands place increasing emphasis on their ESG credentials and emission scopes, they demand greater transparency from their supply chain partners. We have proactively met these expectations, enhancing our metrics over the years. Consequently, we are proud to be the first reclaim rubber manufacturer to achieve ISCC+ certification. and our Engineering Plastics & Repurposed Polyolefin plant has earned GRS certification, ensuring traceability in recycling processes. ESG performance is embedded into your Company’s performance review framework, enabling organisation-wide accountability and driving consistent implementation across all levels. Over the past two years, your Company has voluntarily undertaken Business Responsibility and Sustainability Reporting (BRSR), reflecting its commitment to transparent and responsible business practices. Building on this foundation, the Company is transitioning this year to a comprehensive Sustainability Report aligned with globally recognised reporting standards, providing stakeholders with a broader and more integrated view of its sustainability initiatives, progress, and long-term commitments. Your Company remains committed to setting industry benchmarks in sustainability and operational excellence, continuously advancing responsible practices that create enduring value for customers, stakeholders, communities, and the environment. Under the Proparco funding framework, performance will now be tracked across environmental (carbon emissions), social (job creation and skilling), and governance metrics, reinforcing GRP’s commitment to responsible growth. Cautionary Statement: Statements in the Management Discussion and Analysis report describing the company’s objectives, projections, estimates and expectation may be forward looking within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied. The company assumes no responsibility to publicly amend, modify or reverse any forward-looking statements, based on any subsequent developments, information or events. While we have come a long way since the return from the pandemic, the focus of the organization will remain on building scale in the non-reclaim rubber business in the days to come apart from focusing on cleaner upgraded process for reclaim rubber manufacturing. As a sustainable materials company, we shall endeavour to create Impact Positive in all the sectors we operate in. For and on behalf of the Board of Directors Place : Mumbai Date : 15th May 2026 sd/- Harsh Gandhi Managing Director DIN : 00133091 sd/- Hemal Gandhi Executive Director DIN : 01444424
38 Annexure 3 Report on Corporate Governance Corporate Governance may be described as a set of systems, processes and principles which ensure that a company is governed in the best interest of all stakeholders. It ensures commitment to values and ethical conduct of business, transparency in business transactions, statutory and legal compliances, adequate disclosures and effective decision-making to achieve corporate objectives. In other words, Corporate Governance is about promoting corporate fairness, transparency and accountability. Good Corporate Governance is simply Good Business which helps to build sustainable business and create long-term values more effectively. 1. Company’s Philosophy on Corporate Governance Corporate Governance ensures fairness, transparency and integrity of the management. Corporate Governance is a way of life, rather than a mere legal compulsion. It further inspires and strengthens investor’s confidence and commitment to the Company. Any good Corporate Governance provides an appropriate framework for the Board, its committees and senior management, to carry out the objectives that are in the interest of the Company and the stakeholders. The company maintains the highest levels of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. We believe that sound Corporate Governance is critical to enhancing and retaining investor’s trust which further finance corporate success and economic growth. Accordingly, we always seek to ensure that we attain our performance goals with integrity. Our Board exercises its fiduciary responsibilities in the widest sense of the term which helps in Company’s growth In compliance with the disclosure requirements as mentioned in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details are set out in this report. 2. Board of Directors i) Composition: The composition of the Board of Directors of the Company was in conformity with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2025-26. The Board of Directors of the Company has an optimum combination of Executive, Non- Executive and Independent Directors who have an in-depth knowledge of business, in addition to the expertise in their areas of specialization. As on 31st March, 2026, the Board of Directors comprised of seven directors, out of these: • One Non-Executive Director (Promoter) as the Chairperson, • One Executive Director (Promoter Group) as the Managing Director, • One Executive Director (Promoter Group) as the Whole-time Director, who is also a Woman Director and • Four Non-Executive Independent Directors. Necessary disclosures have been obtained from all the directors regarding their directorship and have been taken on record by the Board. All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013. ii) Board Meeting: Dates of Board Meeting 09.05.2025 20.06.2025 25.07.2025 13.11.2025 10.02.2026 27.03.2026 Board Strength 7 7 7 7 7 7 No. of Directors present 7 6 6 7 7 6 Board procedure: The Company places before the Board all the details as required under Part A of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The dates for the board meetings are fixed after taking into account the convenience of all the directors and sufficient notice is given to them. The agenda is circulated
39 in advance to the Board members. All the information required for decision making is incorporated in the agenda. The information that cannot be included in the agenda is tabled at the meeting. The Whole-time Directors of the Company in association with the senior management team at the Board Meetings keep the Board appraised of the overall performance of the Company. Attendance and other directorships: The attendance of the Board of Directors and related information as on 31st March, 2026 is as under: Name of Director Category No. of Board Meeting Attendance at Last AGM held on 25.07.2025 Number of Directorships in other limited companies No. of Committees # Held Attended Membership Chairperson out of total membership Rajendra V. Gandhi Non-Executive (Promoter) and Chairperson 6 6 Yes 2 3 1 Harsh R. Gandhi (Managing Director) Executive (Promoter Group) 6 6 Yes 3 7 2 Saurabh S. Shah Non Executive Independent 6 6 Yes Nil 3 2 Hemal Gandhi (Whole-time Director) Executive (Promoter Group) 6 6 Yes Nil 3 Nil Vivek G. Asrani Non Executive Independent 6 6 Yes 6 9 3 Anshul D. Mittal Non Executive Independent 6 3 Yes 11 2 Nil Belur Krishna Murthy Sethuram Non Executive Independent 6 6 No 3 10 2 # Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee of Public Limited Companies including GRP Limited. iii) Directors and their Directorships in other Listed Companies as on 31st March, 2026: Sr. No. Name of Director Name of Listed Entity in which Director Category of Directorship 1 Harsh R. Gandhi Steelcast Limited Independent Director Ultramarine & Pigments Limited Independent Director 2 Vivek G. Asrani Cartrade Tech Limited Independent Director 3 Belur Krishna Murthy Sethuram Ultramarine & Pigments Limited Independent Director Aarti Industries Limited Independent Director All Time Plastics Limited Independent Director iv) Disclosure of relationship between directors inter-se: a) Harsh R. Gandhi is the son of Rajendra V. Gandhi and husband of Hemal H. Gandhi. b) Hemal H. Gandhi is wife of Harsh R. Gandhi and daughter-in-law of Rajendra V. Gandhi. Except the above, there is no other inter-se relationship between the directors.
40 v) Shareholding of the Non-Executive Directors in the company as on 31st March, 2026:- Name of the Non-executive Director No. of shares held Rajendra V. Gandhi 259540 Saurabh S. Shah Nil Vivek G. Asrani Nil Anshul D. Mittal Nil Belur Krishna Murthy Sethuram Nil vi) Web link where details of familiarization programs imparted to independent directors has been given is as follows: https:// www.grpweb.com/upload/investorreport/Familirisation%20Program%20for%202025-26_1775641698.pdf vii) Matrix setting out the core skills / expertise / competencies identified by the Board of Directors for it to function effectively as required in the context of the business of the company is provided and the board collectively confirms that all these skills / expertise / competencies are actually available with the board: Strategy and planning Executive Management Finance Marketing Management Project Management Expert industry knowledge Commercial Governance and Compliance Human Resource Social Entrepreneurship Project Operations International Business Expertise/ Skill of Directors Name of the Director Expertise/ Skill Rajendra V. Gandhi Strategy and planning, Executive Management, Finance, Marketing Management, Project Management, Commercial, Expert industry knowledge. Saurabh S. Shah Strategy and planning, Finance, Commercial, Governance and Compliance. Harsh R. Gandhi Strategy and planning, Executive Management, Finance, Marketing Management, Project Management, Commercial, Expert industry knowledge. Vivek G. Asrani Strategy, Human Resource, Social Entrepreneurship. Anshul D. Mittal Strategy, Project Operations, International Business. Hemal H. Gandhi Branding and Communications, Human Resource, Social Entrepreneurship, Business Promotion. Belur Krishna Murthy Sethuram Strategy and planning, Executive Management, Project Management, Expert industry knowledge, Social Entrepreneurship. viii) In the opinion of the board, the independent directors fulfill the conditions specified in SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and are independent of the management. 3. Audit Committee i) Brief description of terms of reference: 1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company; 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
41 4. Reviewing with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to: a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Modified opinion(s) in the draft audit report. 5. Reviewing with the management, the quarterly financial statements before submission to the board for approval; 6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter; 7. Review and monitor the auditor’s independence and performance and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of the company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 14. Discussion with internal auditors of any significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 16. Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non- payment of declared dividends) and creditors; 18. To review the functioning of the Whistle Blower mechanism; 19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background etc. of the candidate; 20. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision. 21. Carrying out any other function as mentioned in the terms of reference of the Audit Committee.
42 ii) Composition, Name of Members and Chairperson Name of Director Current position held in the committee Category Audit Committee Meetings Held Attended Saurabh S. Shah Chairperson Independent 4 4 Harsh R. Gandhi Member Executive Non-Independent 4 4 Vivek G. Asrani Member Independent 4 2 Belur Krishna Murthy Sethuram * Member Independent 3 3 Anshul D. Mittal # Member Independent 1 Nil * Appointed as a Member w.e.f. 20th June, 2025 # Ceased to be a Member w.e.f 20th June, 2025 iii) Meetings during the year Audit Committee met four times during the last financial year on 9th May, 2025, 24th July, 2025, 13th November, 2025 and 10th February, 2026. 4. Nomination and Remuneration Committee i) Brief description of terms of reference 1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; 2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors; 3. Devising a policy on diversity of Board of Directors; 4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal. 5. Recommend to the board, whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors. 6. Recommend to the board, all remuneration, in whatever form, payable to senior management. ii) Composition, Name of members and Chairperson Name of Director Current position held in the committee Category Nomination and Remuneration Committee Meeting Held Attended Vivek Asrani Chairperson Independent 1 1 Saurabh Shah Member Independent 1 1 Anshul Mittal Member Independent 1 1 Rajendra V. Gandhi * Member Non-Executive Non-Independent Nil Nil * Appointed as a Member w.e.f. 27th July, 2025 iii) Meetings during the year Nomination and Remuneration Committee met once during the last financial year on 9th May, 2025.
43 iv) Performance evaluation criteria for Independent Directors: The Committee formulates evaluation criteria for the Independent Directors which is broadly based on: a) Knowledge to perform the role; b) Time and level of participation; c) Performance of duties and level of oversight; and d) Professional conduct and independence. 5. Remuneration of Directors: i) During the financial year 2025-26, the Company has made the following payments to the Non-executive Directors: Sr. No. Name of Director Sitting Fees (Rs.) Commission (Rs.) Professional Fees (Rs.) 1 Rajendra V. Gandhi 3,00,000 - 68,20,650 2 Saurabh S. Shah 5,60,000 6,00,000 - 3 Vivek G. Asrani 5,60,000 6,00,000 - 4 Anshul D. Mittal 1,70,000 3,00,000 - 5 Belur Krishna Murthy Sethuram 5,40,000 - - ii) Criteria for making payments to Non-executive Directors: a) All the remuneration of the Non-Executive Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be. b) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company. c) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied: i) The services are rendered by such Director in his capacity as the professional; and ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession. iii) Details of Remuneration paid to the Chairman, Managing Director and Executive Director for the year ended 31st March, 2026. Total remuneration paid to the Chairperson, Managing Director and Executive Director during the financial year 2025-26 was as under: Sr. No. Name Designation Salary (Rs.) Commission (Rs.) Performance Linked Bonus (Rs.) Contribution to Provident, Pension & superannuation Fund (Rs.) 1 Rajendra V. Gandhi Executive Chairperson* 41,78,858/- 50,00,000/- - 5,00,194/- 2 Harsh R. Gandhi Managing Director 2,08,58,751/- - 50,00,000/- 18,23,160/- 3 Hemal H. Gandhi Executive Director 44,77,209/- - 5,00,000/- 4,47,736/- • Till 25.07.2025
44 6. Stakeholders Relationship Committee: i) Composition, Name of members and Chairperson: Name of Director Category Current position held in the committee Stakeholders Relationship Committee Meeting Held Attended Saurabh Shah Non-Executive Independent Chairperson 1 1 Harsh R. Gandhi Executive Non-Independent Member 1 1 Hemal H. Gandhi Executive Non-Independent Member 1 Nil ii) Name & Designation of Compliance Officer: Jyoti Sancheti, Company Secretary of the Company was the Compliance Officer of the Company for the financial year 2025-26. After her resignation from the service of the Company w.e.f.7th April, 2026, search is on for the new Company Secretary and the position will be filled in soon. No complaints were received from any shareholder during the financial year 2025-26. 7. Corporate Social Responsibility (CSR) Committee: i) Brief description of terms of reference: 1. Formulate and update CSR Policy, which will be approved by the Board. 2. Suggest areas of intervention to the Board. 3. Approve projects that are in confirmative with the CSR policy. 4. Put monitoring mechanisms in place to track the progress of each project. 5. Recommend the CSR expenditure to the Board for approval. ii) Composition, Name of members and Chairperson: Name of Director Category Current position held in the committee Rajendra V. Gandhi Non-Executive Non-Independent Chairperson Vivek G. Asrani Non-Executive Independent Member Hemal H. Gandhi Executive Non-Independent Member Belur Krishna Murthy Sethuram * Non-Executive Independent Member * Appointed as a Member w.e.f. 20th June, 2025 8. Risk Management Committee: i) Brief description of terms of reference: 1. To frame, devise and monitor detailed risk management plan and policy of the Company which shall include: a. A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly ESG related risks), information, cyber security risks, or any other risk as may be determined by the Committee. b. Measures for risk mitigation including systems and processes for internal control of identified risks. c. Business Continuity Plan. 2. To review and recommend potential risk involved in any new business plans and processes; 3. To review the Company’s risk-reward performance to align with the Company’s overall policy objectives; 4. Monitor and review regular updates on business continuity;
45 5. To seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary. 6. Advise the Board with regard to risk management decisions in relation to strategic and operational matters such as corporate strategy; and 7. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the company; 8. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; 9. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; 10. To keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken; 11. To review the appointment, removal, and terms of remuneration of the Chief Risk Officer (if any). 12. Coordination of activities with other committee, in instances where there is any overlap with the activities of such committees as per the framework laid down by the Board of Directors. ii) Composition, Name of members and Chairperson: Name of Director Category Current position held in the committee Risk Management Committee Meeting Held Attended Belur Krishna Murthy Sethuram Non-Executive Independent Chairperson 2 2 Vivek G. Asrani Non-Executive Independent Member 2 2 Hemal H. Gandhi Executive Non-Independent Member 2 2 Rajendra V. Gandhi Non-Executive Non-Independent Member 2 2 9. Particulars of Senior Management Personnel: Name Designation Shilpa Mehta Chief Financial Officer Jyoti Sancheti * Company Secretary cum Compliance Officer Ganesh Ghangurde Chief Compliance Officer Kushaba Giramkar President - Operations, Procurement & Projects Sanjeeb Lahiri Chief Human Resources Officer Nikhil Gondane Head - Information Systems Jyoti Sancheti, Company Secretary has resigned from the services of the Company, w.e.f. 7th April, 2026. Mr. Virendra Rathod, President - Marketing & Business Development ceased to be a member of senior management of the Company, due to retirement with effect from the close of business hours of 31st March, 2026. 10. Meeting of Independent Directors: The year under review, all the Independent Directors except Anshul Mittal of the Company met on 27th March, 2026, to review the performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had assessed the quality, quantity and timeliness of flow of information between the company management and the Board.
46 11. General Body Meetings: A. Annual General Meeting: Financial Year ended Date & Time Nature Special Resolutions passed 31st March, 2023 4th August, 2023 at 12:30 P.M. IST AGM 1. Payment of remuneration by way of commission to Rajeev M. Pandia (DIN: 00021730), Independent Director, for the financial year ending 31st March, 2024. 31st March, 2024 2nd August, 2024 at 12:30 P.M. IST AGM 1. Payment of commission to Rajendra V. Gandhi (DIN No. 00189197), Whole time Director designated as an Executive Chairman of the Company for the financial year 2023-24. 2. Reappointment of Harsh R. Gandhi (DIN: 00133091), Whole-time Director designated as a Managing Director of the Company for a period of three years from 16th June, 2024 to 15th June, 2027. 3. Reappointment of Rajendra V. Gandhi (DIN No. 00189197), Whole time Director designated as an Executive Chairman of the Company for the period from 1st August, 2024 up to the conclusion of 51st Annual General Meeting of the Company. 4. Revision in remuneration of Hemal H. Gandhi (DIN: 01444424), Whole Time Director designated as an Executive Director of the Company for the period of one year from 22nd August, 2024 to 21st August, 2025. 5. Increase in the authorized share capital of the Company and consequential amendment in Memorandum of Association of the Company. 6. Introduction and Implementation of GRP Limited Employee Stock Option Plan, 2024. 31st March, 2025 25th July, 2025 at 12:30 P.M. IST AGM 1. Appointment of Rajendra V. Gandhi (DIN: 00189197) as a Non-Executive Non-Independent Director of the Company. 2. Payment of remuneration to Rajendra V. Gandhi (DIN: 00189197) as a Non-Executive Non-Independent Director of the Company. 3. Reappointment and revision in remuneration of Hemal H. Gandhi (DIN: 01444424), as an Executive Director for the period commencing from 22nd August, 2025 to 31st March, 2028. 4. Appointment of Belur Krishna Murthy Sethuram (DIN: 03498701) as a Non-Executive Independent Director. AGM for the financial years ended 31st March, 2023, 31st March, 2024 and 31st March, 2025 were held through Video conferencing / Other Audio Visual Means. Deemed Venue for all the above-mentioned general meetings was the Registered Office of the Company located at Plot No.8, GIDC Estate, Ankleshwar, Gujarat – 393002. During the financial year 2025-26 under review, no resolution was passed by the shareholders through postal ballot process.
47 12. Disclosures: i. During the financial year 2025-26, besides the transactions reported elsewhere in the Annual Report, there were no other related party transactions with the promoters, directors and management that had a potential conflict with the interest of the Company at large. All the transactions with related parties are periodically placed before the Audit Committee. Transactions with related parties, as per requirements of Ind AS 24, are disclosed in Note No.41 to the Accounts in the Annual report and they are not in conflict with the interest of the Company at large. ii. There have been no instances of non-compliance on any matter with the rules and regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India or any other statutory authority relating to the capital markets during the last three financial years. iii. The company has framed a formal whistle blower policy and affirm that the employees of the company have free access to the Board of Directors, Audit Committee and Senior Management personnel to report their concerns about unethical behaviour, fraud or violation of statutory requirements, with assurance from the management to protect the employees from victimization in case they report any such unethical or fraudulent behaviour and no person is denied access to the Board of Directors, Audit Commifttee and Senior Management personnel. iv. The company has complied with the mandatory requirements regarding the Board of Directors, Audit Committee and other Board committees and other disclosures as required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has not adopted non-mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. v. Loan of Rs. 852.50 lakhs is outstanding to GRP Circular Solutions Limited, wholly owned subsidiary of the Company as disclosed in Note no. 11 of Standalone financial Statements of the Company. vi. The Company has complied with the requirements specified in Regulations 17 to 27 and Clauses (b) to (i) of Regulation 46(2) of the Listing Regulations; vii. The board has accepted all the recommendation of the committees of the board which is mandatorily required, in the relevant financial year. viii. Policies for related party transactions and for determining material subsidiaries: The web link to access the above two policies hosted by the company on its website www.grpweb.com are as under: a) https://www.grpweb.com/upload/investorreport/Related-Party-Transaction-Policy-May23_1768804598.pdf b) https://www.grpweb.com/upload/investorreport/Policy-for-determining-material-subsidiaries_1768804690.pdf ix. Company has taken suitable steps from time to time for protecting it against foreign exchange risk(s). x. The Company has in place a robust risk management framework for identification and monitoring and mitigation of foreign exchange risks. The company’s business objective includes safe-guarding its earnings against foreign exchange rate fluctuation. The company has adopted a structured risk management policy to hedge all these risks within an acceptable risk limit and an approved hedge accounting framework. xi. Company does not have any exposure of material nature in any Commodities throughout the year. xii. Company doesn’t have any Material Subsidiary. xiii. None of the Independent Directors of the Company have resigned before the expiry of their tenure. Thus, the disclosure of detailed reasons for their resignation along with their confirmation that there are no material reasons other than those provided by them is not applicable.
48 13. Means of Communication: The company regularly publishes its quarterly, half-yearly and annual results within the prescribed time limit and in the prescribed format in National and Regional Daily Newspapers viz. Financial Express (English all editions) and Gujaratmitra. These results are also made available on the web site of the company www.grpweb.com and stock exchanges at www.bseindia.com and www.nseindia.com. The periodical news releases and presentation made to analysts are also available on the web site of the company www.grpweb.com. The company is also in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding communication to the stock exchanges. 14. General Shareholder information: i. Annual General Meeting (AGM) Day, date and time Thursday, 23rd July, 2026 at 12.30 p.m. IST Mode AGM of the Company will be held through Video conferencing / Other Audio-Visual Means vide Ministry of Corporate Affairs (“MCA”) circular dated May 5, 2020 read with circulars dat- ed January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022, 28th December, 2022, September 25, 2023 and September 19, 2024. ii. Financial year: 1st April, 2025 to 31st March, 2026. iii. Dividend Payment Date: Dividend shall be payable within 30 days from 23rd July, 2026, to those members whose names will appear on the register of members of the Company as on 16th July, 2026. iv. Listing on Stock Exchanges: Name of Stock Exchange ISIN BSE Limited P. J. Towers, Dalal Street, Mumbai – 400001 INE137I01015 National Stock Exchange of India Limited, Exchange Plaza, BKC, Bandra (E), Mumbai – 400051 Listing fees for both the Stock Exchanges as applicable have been paid. v Name and Address of the Registrar and Share Transfer Agent: MUFG Intime India Private Limited C-101, 247 Park, LBS Road, Vikhroli West, Mumbai - 400083, Maharashtra. Tel: 022-49186000-79, Fax: 022 – 49186060, E-mail: rnt.helpdesk@in.mpms.mufg.com vi. Share Transfer System: SEBI has amended regulation 40 of SEBI (LODR) Regulations, 2015 vide Notification dated 30th November, 2018 and in terms of said notification except in case of transmission or transposition of shares, requests for effecting transfer of shares shall not be processed unless the shares are held in the dematerialized form with a depository after 1st April, 2019. Requests for the dematerialization of shares are processed by Registrar and Share Transfer Agents and if all the documents are found to be in order, the same are approved by them within a period of fifteen days. Transfer of equity shares in electronic form is done through the depositories with no involvement of the Company and Registrar and Share Transfer Agent updates record on weekly basis.
49 (1) Distribution of Share Holding as on 31st March, 2026: No. of shares held Shareholders Shareholding Share Amount From To Number % to Total Holdings % to Total Rs. % to Total 1 500 7705 93.51 340242 6.38 3402420 6.38 501 1,000 184 2.23 135463 2.54 1354630 2.54 1,001 2,000 126 1.53 184721 3.46 1847210 3.46 2,001 3,000 48 0.58 121322 2.28 1213220 2.28 3,001 4,000 42 0.51 151582 2.84 1515820 2.84 4,001 5,000 19 0.23 85945 1.61 859450 1.61 5,001 10,000 48 0.58 337926 6.34 3379260 6.34 10,001 And above 68 0.83 3976131 74.55 39761310 74.55 Total 8240 100.00 5333332 100.00 53333320 100.00 (2) Shareholding as on 31st March, 2026: Categories No. of Shares Amount in Rs. % to total Promoter and Promoter Group holding 21,36,420 2,13,64,200 40.00 Public holding 0.00 Mutual Funds 50 500 0.00 Alternate Investment Funds - - 0.00 Foreign Portfolio Investors 2,594 25,940 0.00 Individual shareholders holding nominal share capital up to Rs. 2 lakhs 12,72,059 1,27,20,590 24.00 Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs 9,73,131 97,31,310 18.00 Trusts - - 0.00 Bodies Corporate 3,07,697 30,76,970 6.00 Non-Resident Indian (NRI) 4,17,889 41,78,890 8.00 LLP 38,360 3,83,600 1.00 HUF 64,806 6,48,060 1.00 IEPF 26,021 2,60,210 0.00 Escrow Account(Bonus Shares) 94,305 9,43,050 2.00 Total: 53,33,332 5,33,33,320 100.00 (3) Dematerialization of Shares: The Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for dematerialization of shares and the same are available in electronic segment under ISIN - INE137I01015. As on 31st March, 2026, Equity shares of the Company representing 99.82% of the Company’s equity share capital were in electronic form.
50 vi. The Company has not issued any GDRs / ADRs, warrants or any other convertible instruments. vii. Plant Locations: a. Ankleshwar, Panoli and Dahej (Gujarat) b. Akkalkot Road, Chincholi, Solapur (Maharashtra) viii. Address for Correspondence: GRP Limited 510, “A” Wing, Kohinoor City Commercial – I, Kirol Road, Off. L. B. S. Marg, Kurla (W), Mumbai - 400 070. Telephone: +(91)-(22)-67082500/670 82600 Email: investor.relations@grpweb.com ix. Credit rating by CRISIL Limited: Long-term rating CRISIL: Crisil BBB+/Stable (Downgraded from ‘Crisil A-/Stable’) Short-term rating CRISIL: Crisil A2 (Downgraded from ‘Crisil A2+’) 15. Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part: Rs. 26.66 Lakhs for the financial year 2025-26. 16. Declaration by the Managing Director for compliance with code of conduct in pursuance of Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. I hereby declare that all the board members and senior management personnel of the Company have affirmed to the board of directors, their compliance with the code of conduct of the company for the financial year 2025-26, pursuant to Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Date: 15th May, 2026 Place: Mumbai Sd/- Harsh R. Gandhi Managing Director 17. CEO and CFO certification, issued pursuant to the provisions of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: To, The Board of Directors of GRP Limited We have reviewed financial statements and the cash flow statement for the year ended 31st March, 2026 and that to the best of our knowledge and belief, we state that: A. (1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (2) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violate the Company’s code of conduct. C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
51 D. We have indicated to the auditors and the Audit committee: 1. that there are no significant changes, in internal control over financial reporting during the year; 2. that there are no significant changes in accounting policies during the year; and 3. that there are no instances of significant fraud of which we have become aware. Date: 15th May, 2026 Place: Mumbai Sd/- Shilpa Mehta Chief Financial Officer Sd/- Harsh R. Gandhi Managing Director The above certificate was placed before the meeting of Board of Directors held on 15th May, 2026. 18. Certificate from Practicing Company Secretary A certificate has been obtained from CS Yogesh Dabholkar, proprietor of M/s. Yogesh D. Dabholkar & Co., Practicing Company Secretary (Membership No. FCS 6336 COP No.6752), confirming that none of the Directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. 19. Auditors’ Certificate on Corporate Governance Certificate regarding compliance of conditions of Corporate Governance, as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued by M/s. Rajendra & Co., Chartered Accountants, auditors of the company, is annexed to this report.
52 Annexure 4 INDEPENDENT AUDITOR’S CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE AS PER PROVISIONS OF CHAPTER IV OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DIS- CLOSURE REQUIREMENTS) REGULATIONS, 2015 (AS AMENDED) To the Members, GRP Limited This certificate is issued in accordance with the terms of our engagement letter. We, the Statutory Auditors of GRP Limited (“the Company”), have examined the compliance of conditions of corporate Governance by the Company for the year ended March 31, 2026 as stipulated in regulations 17 to 27 and clauses (b) to clause (i) of regulation 46(2) and para C and D of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing Regulations”). This report is required by the Company for annual submission to the Stock exchange and to be sent to the Shareholders of the Company. MANAGEMENT’S RESPONSIBILITY The compliance of conditions of Corporate Governance is the responsibility of the Management of the Company including the prepa- ration and maintenance of all relevant supporting records and documents. This responsibility also includes the design, implementa- tion and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India. AUDITOR’S RESPONSIBILITY Our responsibility is to provide a reasonable assurance in the form of an opinion whether the Company has complied with the condi- tion of Corporate Governance, as stipulated in the Listing Regulation. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or Certifi- cates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the Institute of Char- tered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated in compliance of the Corporate Governance Report with the applicable criteria. The procedures include but not limited to verification of secretarial records and financial information of the Company and obtained necessary representations and declarations from directors including indepen- dent directors of the Company. The procedures also include examining evidence supporting the particulars in the Corporate Governance Report on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole.
53 OPINION Based on the procedures performed by us as referred in paragraph 9 and 10 above and according to the information and explana- tions given to us and the representations provided by the Management, we are of the opinion that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations, as applicable for the year ended March 31, 2026, referred to in paragraph 2 above. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. OTHER MATTERS AND RESTRICTION ON USE This Report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its obligations under the Listing Regulations and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this Report for events and cir- cumstances occurring after the date of this Report. For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Apurva Shah Partner Membership No: 047166 UDIN: 26047166FHSJMK6635 Place: Mumbai Date: June 15, 2026
54 Annexure 5 FORM No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2026 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To, The Members, GRP Limited, Plot No.8, GIDC Estate, Ankleshwar, Gujarat, India, 393002 I have conducted the Secretarial Audit of the compliance with applicable statutory provisions and the adherence to good corporate practices by GRP Limited (hereinafter called ‘the Company’). The secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Auditor’s responsibility My responsibility is to express an opinion on the compliance of the applicable laws and maintenance of records based on audit. I have conducted the audit in accordance with the applicable Auditing Standards issued by The Institute of Company Secretaries of India. The Auditing Standards require that the Auditor shall comply with statutory and regulatory requirements and plan and perform the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records. Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period from 1st April, 2025 to 31st March, 2026 (‘the Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent and in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March 2026 according to the provisions of: I. The Companies Act, 2013 (‘the Act’) and the rules made thereunder; II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings (Overseas Direct Investment-Not Applicable to the Company during the Audit period); V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during the Audit period); (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during the Audit period); (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 and Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025 regarding the Companies Act and dealing with Client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable to the Company during the Audit period) (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the Audit period) We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulation”).
55 During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that, with regard to the compliance system prevailing in the Company and on the examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has generally complied with the following law/rules applicable specifically to the Company: 1) The Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 2) The Indian Boilers Act, 1923 I further report that, the Board of Directors of the Company is constituted with balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act and LODR Regulations. Adequate notice was given to all directors to schedule the Board Meetings, Agenda and detailed notes on agenda were sent at least seven days in advance. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All the decision at the board meetings and committee meetings are carried out unanimously as recorded in the minutes of the meeting of Board of Directors or committee of the Board, as the case may be. There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period, the Company has: 1) modified the terms of the External Commercial Borrowings (ECB) arrangement entered into with Société de Promotion et de Participation pour la Coopération Économique S.A. (PROPARCO), whereby the sanctioned Secured Senior Credit Facility was revised from an amount not exceeding EUR 15 Million to EUR 12 Million; 2) taken note of the non-implementation of the proposed Rights Issue, as the Company did not proceed with the opening of the issue within the prescribed validity period of the in-principle approvals granted by National Stock Exchange of India Limited and BSE Limited, and consequently the said approvals lapsed and the proposed Rights Issue was not undertaken; 3) commenced commercial production of products under the Tyre Extended Producer Responsibility (EPR) category, namely Tyre Pyrolysis Oil, Recovered Carbon Black, Char and Recovered Steel Wire, with effect from 22nd August, 2025; 4) entered into a Power Purchase Agreement with BECIS Solar 5 Private Limited for procurement of solar power as a captive user, and also entered into a Share Subscription and Shareholders’ Agreement with BECIS Solar 5 Private Limited and BE-Onsite Solar Energy Private Limited for acquisition/subscription of 26.43% of the equity share capital of BECIS in compliance with the applicable provisions of the Electricity Rules, 2005 relating to captive power consumption; pursuant thereto, as part of the first tranche of the transaction, subscribed to and was allotted 3,51,351 fully paid-up equity shares of face value ₹1/- each at a premium of ₹0.01 per share, aggregating to ₹3,54,865/-, representing 26% of the issued and paid-up share capital of BECIS; 5) subscribed to and was allotted 50,00,000 equity shares of ₹10/- each fully paid-up, aggregating to ₹5 crore, on a rights issue basis in GRP Circular Solutions Limited, a wholly owned subsidiary of the Company, without any change in the shareholding pattern; 6) not proceeded with the proposed Qualified Institutional Placement (QIP) within the prescribed validity period of 365 days from the date of passing of the special resolution by the shareholders on 14th December, 2024, and accordingly the said special resolution lapsed and the proposed QIP was not implemented. This report is to be read with our letter of even date which is annexed as Annexure and forms an integral part of this report. For Yogesh D. Dabholkar & Co., Practicing Company Secretary sd/- Yogesh D. Dabholkar Proprietor FCS No: 6336 Place: Dombivli COP No: 6752 Dated: 15/05/2026 UDIN: F006336H000421212
56 PR NO: 7086/2025. ANNEXURE To, The Members, GRP Limited, Plot No.8, GIDC Estate, Ankleshwar, Gujarat, India, 393002. My report of even date is to be read along with this letter 1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that accurate facts are reflected in secretarial records. I believed that the processes and practices that I followed provide a reasonable basis for my opinion. 3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company. 4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company. For Yogesh D. Dabholkar & Co., Practicing Company Secretary Sd/- Yogesh D. Dabholkar Proprietor FCS No: 6336 Place: Dombivali COP No: 6752 Dated: 15/05/2026 PR NO: 990/2020 UDIN: F006336H000421212
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59 Annexure 6 THE ANNUAL REPORT OF GRP LIMITED ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD’S REPORT FOR FINANCIAL YEAR ENDED 31ST MARCH, 2026 1. Brief outline on CSR Policy of the Company: The Company’s CSR policy is to: a. Contribute towards social and economic development of the communities where it operates. b. In addition, Company wants to build a sustainable way of life for all sections of society, c. With emphasis and focus on Education, Health Care, Sustainable Livelihood and Empowerment of Women. 2. Composition of CSR Committee: Sr. No. Name of Director Designation / Nature of Directorship Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year 1 Rajendra V. Gandhi Chairperson (Non-Executive Director) 1 1 2 Vivek Asrani Member (Independent Director) 1 1 3 Hemal Gandhi Member (Executive Director) 1 1 4 Belur Krishna Murthy Sethuram Member (Independent Director) 1 1 3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: 1 Composition of CSR committee: https://grpweb.com 2 CSR Policy: https://grpweb.com 3 CSR projects approved by the Board: https://grpweb.com 4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not applicable 5. Obligation for the Financial Year: a Average net profit of the Company as per Section 135(5): Rs. 3,332.58 Lakhs b Two percent of average net profit of the Company as per Section 135(5): Rs. 66.65 Lakhs c Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Nil d Amount required to be set off for the financial year, if any: Rs. 18.65 Lakhs e Total CSR obligation for the Financial Year [(b)+(c)-(d)]: Rs. 48.00 Lakhs 6. Expenditure for the Financial Year: a Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 48.00 Lakhs b Amount spent in Administrative Overheads: Nil c Amount spent on Impact Assessment, if applicable: N.A. d Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 48.00 Lakhs e CSR amount spent or unspent for the financial year:
60 Total Amount spent for the Financial Year (Rs. In Lakhs) Amount Unspent (in Rs.) Total Amount transferred to Unspent CSR Account as per Section 135(6): Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5): Amount Date of Transfer Name of the Fund Amount Date of Transfer 48.00 - - - - - f. Excess amount for set-off, if any: Sr. No. Particulars Amount (Rs. In Lakhs) 1 Two percent of Average Net Profit of the Company as per Section 135(5): Rs. 66.65 Lakhs 2 Total Amount spent for the Financial Year 2025-26: Rs. 48.00 Lakhs 3 Excess Amount spent for the Financial Year [(2)-(1)]: Rs. (18.65) Lakhs 4 Surplus arising out of CSR Projects or Programmes or Activities of the previous Financial Years, if any: Nil 5 Amount available for Set-off in succeeding Financial Years [(3)-(4)]: Nil 7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years: 1 2 3 4 5 6 7 8 Sr. No. Preceding Financial Year(s) Amount transferred to Unspent CSR Account under sub- section (6) of Section 135 Balance Amount in Unspent CSR Account under subsection (6) of Section 135 Amount spent in the Financial Year Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of Section 135, if any Amount remaining to be spent in succeeding Financial Years Deficiency, if any Amount (in Rs.) Date of Transfer Not Applicable 8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year (Yes / No): No capital asset was created or acquired through CSR spent during the financial year 2025-26. 9. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per Section 135(5): Not Applicable. Rajendra V. Gandhi Vivek G. Asrani Chairperson of the Board and CSR Committee Independent Director and Member of CSR Committee DIN: 00189197 DIN: 00114447
61 Annexure 7 Information pursuant to Section 197(12) of the Companies Act, 2013 1. Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year 2025-26: Name of director Ratio of remuneration of each director to Median remuneration Rajendra Gandhi 17.57 Harsh Gandhi 68.30 Hemal Gandhi 13.38 Saurabh Shah 2.86 Vivek Asrani 2.86 Anshul Mittal 1.16 Belur Sethuraman 1.33 2. Percentage increase in remuneration of each director and Key Managerial Personnel (KMP) in the financial year 2025-26: Name Percentage increase in remuneration in F.Y.2025-26 (in %) Rajendra Gandhi 42 Harsh Gandhi 26 Hemal Gandhi 24 Saurabh Shah 110 Vivek Asrani 210 Anshul Mittal 55 Shilpa Mehta 27 Jyoti Sancheti 17 3. Increase in the median remuneration of employees in the F.Y. 2025-26 is 5.40% 4. Number of permanent employees on the rolls of the company as on 31.03.2026: 909 5. a) Average percentage decrease in the salaries of employees (other than the managerial personnel) in the financial year 2025-26 was 1%. b) Average percentage increase in the managerial remuneration in the financial year 2025-26 was 1%. 6. The Company affirms that the remuneration is as per the remuneration policy of the Company. 7. 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 Companies Act, 2013 (“the Act”) read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is provided in a separate annexure forming a part of the report, is open for inspection by the members through electronic mode. Any member interested in obtaining a copy of the same may write to the Company at investor.relations@grpweb.com. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure will be available for inspection of the Shareholders through electronic mode. There was no Employee employed throughout the financial year or part thereof, who was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, was in excess of that drawn by the Managing Director or Whole Time Director or Manager and who holds by himself or along with his spouse and dependent children, two percent or more of the equity shares of the company.
62 Annexure 8 Information pursuant to Section 134(3)(m) & (q) of the Companies Act, 2013 A) Conservation of Resources, Energy Efficiency & Technology Absorption During FY 2025-26, the Company continued its focus on operational excellence, energy efficiency, renewable energy integration, process optimization, technology adoption, and sustainable manufacturing practices across all operating locations. The initiatives undertaken during the year resulted in improvement in manufacturing conversion cost by 6% compared to previous year. 1. Conservation of Energy, Resource Optimization & Sustainability Initiatives • During the year, the Company consumed 1.15 Cr Kwh against last year of 94 lakh kWh of renewable energy, contributing around 19% of the total electricity requirement across operations. • The Company’s renewable energy portfolio comprises: o 3.75 MW wind power capacity in Maharashtra generated approximately 49 lakh kWh units, contributing around 28% of the Solapur plant’s electricity consumption; o 600 kW windmill in Gujarat generated approximately 11 lakh kWh units, contributing around 5% of Panoli plant’s electricity consumption; and o 1.6 MW rooftop solar installations at SL02 and SL03 facilities generated approximately 8.6 lakh kWh units annually. o Renewable energy sourcing through open access wind power procurement contributed approximately 24.7 Lakh which is 12% of the Solapur plant’s electricity consumption. o Renewable energy sourcing through open access wind power procurement contributed approximately 21.7 Lakh which is 12% of the Ankles war plant’s electricity consumption. • Energy optimization initiatives including utility load balancing, preventive maintenance, and efficiency improvement projects resulted in reduction of specific energy consumption by approximately 1.0%. • Lean manufacturing and process optimization initiatives including machine standardization and tooling harmonization resulted in approximately 45% reduction in changeover time, leading to improved equipment utilization and higher production throughput. • Automation and productivity improvement initiatives in the Reclaim Rubber business resulted in approximately 9% reduction in manpower deployment (measured in man-days per MT of production). • The Company planted approximately 1300 trees across manufacturing locations as part of its biodiversity and green belt development initiatives. 2. Use of Alternate Fuel & Sustainable Thermal Energy Solutions • The Company continued operating bio-briquette fired Thermopack and Steam Generator cum Accumulator (STG) systems at its AK01, PL02, and SL02 facilities as part of its low-carbon thermal energy strategy. • Utilization of bio-briquettes enabled replacement of conventional fossil fuels, resulting in avoidance of approximately 3146 MT per annum of fossil fuels. • Thermal efficiency improvement initiatives including combustion optimization, steam distribution improvement, condensate recovery enhancement, and reduction in thermal losses improved thermal energy utilization efficiency by approximately 6%. • The Company continued sourcing 100% bio-briquettes locally, enabling utilization of agricultural biomass waste annually and supporting circular economy initiatives. 3. Technology Adoption, Digitization & Process Innovation • During the year, the Company completed Phase-I implementation of a digitization initiative at the Solapur plant for real-time monitoring of production, process performance, utility consumption, and operational KPIs and enabled faster operational decision-making. Based on the operational benefits achieved, the digitization framework is going to be expanded across other manufacturing locations.
63 • During the year, the Company undertook technology replacement and process modernization initiatives in selected manufacturing operations, resulting in 38% Production volume converted to new tech. The upgraded technology enhanced process reliability, improved product consistency, reduced operational inefficiencies, and supported higher manufacturing productivity. • The Company continued assessment of Greenhouse Gas (GHG) emissions at organization level to evaluate its overall carbon footprint and conducted Life Cycle Assessment (LCA) studies to assess environmental impact of products and manufacturing processes. Based on the study outcomes, the new reclaiming technology demonstrated approximately 23% reduction in Global Warming Potential (GWP) compared to conventional technology. Cumulatively, approximately 11% of the total production volume has been converted to the new reclaiming technology, supporting the Company’s long-term sustainability and decarbonization initiatives. Impact of the Above Initiatives resulted in: • Reduction in specific energy and fuel consumption. • Improvement in productivity, equipment utilization, and process reliability. • Increase in renewable energy utilization across operations. • Reduction in fossil fuel dependency and carbon emissions. • Improvement in water conservation and circular resource utilization. • Enhancement in product quality, manufacturing scalability, and operational efficiency. • Continued progress towards the Company’s ESG, sustainability, and decarbonization objectives. 4. Research & Development (R&D): Last year two new products commercialised, and Company continues its endeavour towards the following: i. Development of new reclaiming process for different elastomers. ii. Alternative raw materials for existing products iii. Identification new machines for improved processing. iv. Improvements in existing process and product quality. v. Laboratory scale development of value-added products using waste and scrap of various elastomers. Expenditure on R&D During the financial year 2025-26 your company has spent Rs.182.83 lakhs on revenue items debited to respective accounts in the Profit & Loss account and Rs. 6.14 lakhs on Capital WIP & Plant & Machinery. 5. Foreign Exchange Earnings & Outgo (₹ in Lakhs): Foreign Exchange Earnings & Outgo Rs in lakhs Earnings in foreign exchange towards the export of goods 23,746.12 Foreign exchange outgo on account of imports, commission on exports and other expenses 3,806.07 B) Adequacy of Internal Financial Controls with Reference to the Financial Statements: Directors of your Company have laid down an adequate internal financial control system comprising of plan of the organization and all the coordinate methods and measures adopted with a business to safeguard its assets, check the accuracy and reliability of its accounting data, promote operational efficiency, encourage adherence to prescribed managerial policies, compliance with applicable laws and regulations and prevention and detection of errors and frauds.
64 The important elements of the internal financial control system are: 1. Planning 2. Budgeting 3. Operating and measurement 4. Reporting and Analysis Various control techniques are in place such as prevention, detection and correction. Control activities comprise of: 1) Top Level Reviews a) The Top Management Committee reviews the results of various areas of performance, comparing those results with budgets, competitor analysis and other benchmark measurements. b) Review meetings are conducted by the Managing Director with the Head of Departments at Head Office on a weekly basis. 2) Direct Functional Management All the functional heads review the operational reports daily and corrective action is taken immediately wherever necessary. Our manufacturing units adopted digitization initiatives and stage one implementation done. Real time monitoring of processes and KPI enabled quick decision making and improved productivity. 3) Physical Controls Physical verification of inventories and cash is done monthly, and fixed assets is conducted every year to cover all assets once in three years at Head Office and at all locations. 4) Compliance Controls Compliance Officer reviews the Compliance Report sent by concerned Head of Departments in the Organization. 5) Accounting and Administrative Controls a) Duties are divided or segregated among different people to reduce the risk of inappropriate actions. b) Transactions are executed in accordance with management’s general or specific authorization. c) Transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles. There is an effective Risk Management Program as an important component of internal control. At each level and function in the organization, risks are identified and assessed. Measures to mitigate risks are noted and implemented. Risks for each function and measures are evaluated and discussed at the review meetings monthly by the Head of Departments with the Top Management and the same is updated and presented to the Board on a quarterly basis. C. Sustainability Initiatives: GRP following sustainability KPI dashboard to track monthly metrics on energy, emissions, waste, and water. Supplier screening framework being followed to align with ESG-compliant procurement. Launched green training programs for employees, covering ISO 14001, resource optimization, and green culture adoption. Publishing annual Sustainability Report voluntary under the guidance of SEBI. Actively disclosing sustainability performance in ECOVADIS platforms.
FROM END-OF-LIFE TO SUSTAINABLE, HIGH-PERFORMANCE MATERIALS TO PERFORM REBORN SUSTAINABILITY REPORT FY 2025-26
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67About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Our theme, “Reborn to Perform,” reflects the transformative journey of materials that have reached the end of one life and are reimagined for another. At the heart of our business model lies this very principle: recovering value from end-of-life resources and returning them to industry as sustainable, high-performance materials. Through innovation, expertise, and a commitment to circularity, we help keep valuable resources in productive use while reducing dependence on virgin materials. “Reborn” represents renewal—the ability to unlock new purpose from what was once considered waste. It reflects the opportunity to conserve resources, reduce environmental impact, and strengthen the resilience of value chains through circular solutions. “Perform” represents a commitment to quality, reliability, and continuous improvement. It embodies the belief that sustainability and performance are not competing priorities, but mutually reinforcing outcomes. Beyond the materials we recover, “Reborn to Perform” also reflects our own journey of transformation as we continuously evolve our processes, technologies, and capabilities to advance sustainable growth. Together, these ideas capture our ambition to advance a more circular future—one where responsible resource use, industrial progress, and sustainability go hand in hand. This report tells the story of that journey—from end-of-life to renewed purpose, from recovery to reinvention, and from circularity to impact positive. Every end carries the potential for a new beginning.
68Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26Sustainability Report FY 2025-26 4
69About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice.About the Report As a company focused on transforming end-of-life materials into sustainable, high-performance materials, we recognise the importance of measuring, managing, and communicating the impacts of our operations. This report outlines our approach, performance, and progress across environmental, social, and governance (ESG) priorities, highlighting the actions we are taking to strengthen resilience, drive operational excellence, and contribute to a more circular economy. The report covers the period from 1 April 2025 to 31 March 2026 and includes information relating to GRP Limited’s operations (standalone). Throughout this report, GRP Limited is referred to as ‘GRP’, ‘we’, ‘our’, or ‘the Company’. The report has been prepared in accordance to the GRI Standards. It also includes a climate risk assessment covering key physical and transition-related risks and opportunities across multiple time horizons. The assessment has been informed by the principles and recommendations of the TCFD and draws on relevant considerations from the CSRD to support a structured evaluation of climate-related risks and opportunities. This report has been subjected to a limited assurance engagement by an independent third-party assurance provider, Vinay & Keshava LLP. As we continue to strengthen our sustainability framework, we remain committed to enhancing data quality, improving transparency, and deepening our understanding of the opportunities and risks that shape long-term value creation. Feedback We value the perspectives of our stakeholders and welcome feedback that can help us strengthen our sustainability approach and future reporting. For feedback, comments, or suggestions, please write to: investor.relations@grpweb.com. Disclaimer This Sustainability Report has been prepared by GRP Limited using information and data believed to be accurate and reliable at the time of publication. While every effort has been made to ensure the quality and completeness of the information presented, the Company makes no representation or warranty, express or implied, regarding its accuracy, completeness, or suitability for any particular purpose. This report may contain forward-looking statements relating to the Company’s future plans, strategies, objectives, expectations, and performance. Such statements are based on current assumptions and are subject to various risks, uncertainties, and external factors, including economic, regulatory, market, environmental, and operational developments, which may cause actual outcomes to differ materially from those expressed or implied. GRP Limited undertakes no obligation to update or revise any forward-looking statements contained in this report, except as required by applicable law. 5
70Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 6
71About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice.
72Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Reborn to Perform takes many forms From rubber and plastics to composites and advanced resource recovery, our businesses address different material streams, industries, and customer needs. Together, they reflect GRP’s ability to identify opportunities where others see constraints, transforming resources into products that continue to perform across diverse applications. Business Segment Description Rubber Reclaim Rubber Converts end-of-life tyres and rubber waste into high- performance reclaim rubber. Pyrova Energy Recycles end-of-life tyres into valuable resources, including tyre pyrolysis oil, recovered carbon black, recovered steel wire, and crumb rubber. Custom Die Forms Repurposes end-of-life tyres into precision die-cut rubber products. Plastic Engineering Plastics Transforms post-industrial and post-consumer polymer waste into high-quality engineering plastics. Repurposed Polyolefins Recycles post-consumer polyolefin waste into high-quality recycled polymers. Rubber & Plastics Polymer Composite¹ Utilises end-of-life tyres and plastics to manufacture durable composite products. 1During the year FY2025-26, the Company exited contract manufacturing in the Polymer Composite segment and redirected resources towards growth-focused areas. Every tyre contains valuable resources that can be recovered, repurposed, and returned to productive use. Pyrova represents the next step in GRP’s journey to maximise that potential. Derived from “pyro”, representing pyrolysis technology, and “nova”, meaning new, the name reflects a new phase of innovation focused on unlocking greater value from end-of-life tyres and expanding the possibilities of material recovery. Operating from our Solapur facility, Pyrova houses India’s largest single-line pyrolysis reactor, with the capacity to process nearly 30,000 MT of end-of-life tyres annually – equivalent to more than 2 million tyres each year. As the first phase of our expansion in advanced tyre recycling, the facility strengthens our ability to recover additional value streams while increasing the overall value derived from every tyre processed. Future phases will further enhance material recovery and circularity. PYROVA ENERGY THE NEXT CHAPTER IN MATERIAL RECOVERY Manufactuing Scale 8 plants* supporting 1,22,000+ MT^ of consolidated capacity * 1 plant is a subsidiary ^ Excludes additions and deletions in capacity during the year Sustainability Report FY 2025-26 8
73About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. The materials we recover and transform find application across industries that power everyday life. While our roots are closely linked to the mobility sector—serving tyre manufacturers, automotive supply chains, agricultural equipment, and transportation applications—our reach continues to expand. Today, GRP’s products support a growing range of industries, including infrastructure, petrochemicals, paints and coatings, packaging, industrial manufacturing, and consumer applications. This breadth reflects the versatility of our materials and the expanding role they play across modern value chains. Industry Collaborations The transition towards a more circular economy requires collective action across industry, government, academia, and civil society. Drawing on decades of experience in tyre and polymer recycling, GRP actively contributes to initiatives that strengthen the ecosystem for resource recovery, responsible recycling, and sustainable material use. Policy & Advocacy Supporting industry consultations and regulatory dialogue on Extended Producer Responsibility (EPR) and recycling standards Technology & Innovation Collaborating with industry bodies and research organisations to advance recycling technologies and higher-value applications for recovered materials Standards & Traceability Bringing industry perspectives to advance transparency, compliance, and responsible recycling across material value chains Education & Awareness Engaging with educational institutions and industry forums to promote recycling, resource stewardship, and circular economy principles Mobility InfrastructureIndustrial Petrochemicals Packaging Consumer Applications Global Market Reach Creating impact across 55+ countries Industry and Policy Platforms* *The logos mentioned are the property of their respective owners and are used here for identification purpose only. 9
74Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Recognition, Assurance and Accountability Strong performance is underpinned by robust systems, independent assessments, and continuous improvement. Our certifications, ratings, and external recognitions provide assurance to customers, investors, and other stakeholders regarding the quality, safety, traceability, and responsible management practices embedded across our operations. Certifications & Assessments Independent validations that reinforce our commitment to quality, traceability, environmental stewardship, and responsible business practices. Recognitions received during the year reflecting our performance, sustainability efforts, export excellence, and contribution to the recycling industry. ISCC+ ISO 45001 EcoVadis REACH Great Place to Work IATF GRS ISO 9001 ISO 14001 Among the early companies in the industry to achieve ISCC+ certification, reinforcing traceability, transparency, and responsible sourcing across our value chains. Awards & Recognition Recycler of the Year Award by Material Recycling Association of India Outstanding Performance Service (Domestic) MSME, CEAT Top 10 Best Companies for ESG, Avtar Raw Material Special Export Award, AIRIA for FY2024-25 Sustainability Report FY 2025-26 10
75About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. HIGHLIGHTS OF FY2025-26 , Renewable energy constituted 48% of total energy consumption Water discharge reduced by 50% through treated water reuse since FY2023-24 Zero water sourcing from water- stressed area 80,000+ tonnes of end- of-life materials recovered and returned to the circular economy Environment Spent INR 48 Lakhs on CSR projects* *For detailed information on CSR spend, please refer to the Annual Report Nearly 25% of training hours on ESG/EHS- related topics Zero incidents of discrimination recorded over the last three years 90% of raw material procurement spend directed to local suppliers Social 100% of employees covered under anti- corruption and ethics training programmes 200+ years of collective Board experience Zero anti-trust or anti- competitive violations ESG KPIs integrated into manage- ment score- cards and operational reviews Zero unresolved grievances through formal grievance mechanisms Zero fatalities resulting from work- related injuries Governance 8,100 tCO2e in emissions avoided through renewable energy use 11
76Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 PRODUCT INNOVATION FROM END-OF-LIFE MATERIALS TO SUSTAINABLE SOLUTIONS ‘Reborn to Perform’ reflects our continuous pursuit of innovation, transforming recovered materials into solutions that serve an expanding range of industries. As customer expectations evolve, we continue to invest in product development and process improvements that enable greater use of recycled inputs without compromising technical performance. Our portfolio has evolved beyond conventional reclaim grades to include specialised solutions such as Ultra High Tensile, Chlorobutyl, and EPDM Reclaim Rubber. In our plastics business, we have expanded from pioneering the use of recovered tyre cord in engineering plastic compounds to exploring alternative feedstocks such as textile waste and discarded fishing nets, broadening the possibilities for recovered materials across applications. Alongside product development, we continue to invest in technologies that enhance product quality, improve process reliability, and expand the applications of recovered materials. Five products commercialized this year, including products from the new business commercialisation. • Innovation & Technical Excellence • Resource Recovery Expertise • DSIR-recognized inhouse R&D capabilities advancing solutions Sustainability Report FY 2025-26 12
77About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. REENGINEERING THE RECYCLING PROCESS Continuous improvement remains central to how we strengthen both product performance and operational efficiency. The next-generation production process represents a key advancement in our manufacturing approach, designed to improve process consistency, operational efficiency, and environmental performance. The technology simplifies production by reducing the number of processing stages, eliminating fuel usage during manufacturing, and generating no effluent. Greater automation, enhanced process controls, and automated packing systems further improve operational reliability, product consistency, and workplace conditions through reduced manual handling and lower dust generation. This advancement demonstrates how process innovation can deliver meaningful operational and environmental benefits while supporting high-quality output and efficient resource utilisation. Potential reduction in carbon emissions by over 20% compared to the earlier production process Zero fuel usage during manufacturing 60% reduction in oil and chemical usage Improved process consistency and workplace conditions 5% reduction in energy consumption Zero effluent generation 13
78Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Integrated Sustainability for Purpose-Led Growth To set clear ambitions and translate sustainability commitments into measurable action, GRP’s approach is anchored in four interconnected pillars—Product, Planet, People, and Progress. Advancing circular materials through innovation, technology, and the development of sustainable solutions, including product and process innovations, advanced material recovery, and new applications for recovered resources PRODUCT Building a safe, inclusive, and future-ready workforce through a continued focus on employee wellbeing, capability development, diversity, and community engagement. Driving resource efficiency through cleaner manufacturing technologies, renewable energy adoption, responsible water and waste management, and initiatives that reduce environmental impact across operations. Enabling responsible growth through strong governance, stakeholder partnerships, traceability, accountability, and sustainable business practices. PEOPLE PLANET PROGRESS Sustainability Report FY 2025-26 14
79About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Alignment with UNSDGs As a signatory to the United Nations Global Compact (UNGC), GRP aligns its sustainability priorities and CSR initiatives with the Sustainable Development Goals (SDGs) that are most relevant to its business and stakeholders. Our ESG policy, priorities, and SDG commitments are supported by a governance framework that enables clear accountability, effective oversight, and drives organisation- wide implementation. Pillar SDG Description People SDG 3: Good Health and Well-being We promote holistic employee wellbeing by running health and wellness programmes, alongside awareness initiatives on safety, health, and substance abuse prevention. People and Progress SDG 4: Quality Education We promote access to inclusive education through support for underserved children, mobile education programmes, internships, and continuous learning opportunities for employees. People SDG 5: Gender Equality We support women within and beyond our organisation through entrepreneurship initiatives, gender neutral POSH trainings, focusing on equitable representation. Planet SDG 6: Clean Water and Sanitation We enhance water stewardship through Zero Liquid Discharge practices and treatment systems, while supporting community access to safe water and sanitation. SDG 7: Affordable and Clean Energy We expanded the use of solar, wind, and bio-based energy sources as part of our transition towards greater renewable energy adoption. Product, Planet, and Progress SDG 12: Responsible Consumption and Production We minimise our environmental footprint by promoting sustainable recycling and continuous process improvement. 15
80Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Sustainability Governance and Committee GRP Ltd. follows a tiered ESG governance structure designed to embed accountability across both strategic and operational functions. The Board, through the Risk Management Committee, provides oversight of ESG priorities and emerging risks. The Top Management Committee, along with the CHRO, COO, Safety Advisor, EHS Lead, and plant-level EHS Heads, is responsible for implementation and performance monitoring. The Board reviews ESG matters on a biannual basis, enabling the timely evaluation of risks and progress. In addition, ESG KPIs have been integrated into management scorecards and operational reviews to strengthen accountability and support the Company’s long-term sustainability objectives. Board – Risk Management Committee Policy Oversight Top Management Committee Risk and Performance Review CHRO COO EHS Lead Execution and Reporting Safety Advisor Execution and Reporting Plant Level EHS Heads Execution and Reporting Sustainability Report FY 2025-26 16
81About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Driving Dialogues Through Inclusive Stakeholder Engagement Meaningful stakeholder engagement helps GRP understand evolving expectations, strengthen relationships, and make informed decisions. Through regular interactions with employees, customers, suppliers, investors, communities, regulators, and Board members, we seek to incorporate stakeholder perspectives into our business and sustainability priorities. The following stakeholder groups were identified as key to our business and sustainability journey: Stakeholder Group Channels of Engagement Key Topics of Engagement Frequency Customers Business meetings, plant visits, technical discussions, surveys, calls and emails, social media Product quality, innovation, sustainability, traceability, service levels, regulatory compliance Continuous and real-time; as required Employees Performance reviews, town halls, training programmes, surveys, grievance mechanisms, employee engagement initiatives Health & safety, wellbeing, learning & development, diversity & inclusion, career growth, workplace culture Continuous and real-time Suppliers Supplier meetings, audits, trainings, site visits Quality, responsible sourcing, compliance, supply continuity, payment practices, sustainability expectations Ongoing and as required Investors & Shareholders Annual General Meeting, investor meetings, earnings discussions, disclosures, website communications Financial performance, business strategy, risk management, governance, ESG performance, long-term value creation Quarterly, half- yearly, annually, and as required Analysts Analyst meetings, earnings calls, investor presentations, disclosures, and conferences Business performance, growth strategy, industry outlook, ESG initiatives, and long-term value creation Quarterly, half- yearly, annually, and as required 17
82Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Stakeholder Group Channels of Engagement Key Topics of Engagement Frequency Auditors Statutory audits, internal audits, review meetings, and compliance assessments Financial reporting, internal controls, compliance, risk management, governance, and assurance processes Periodic and as required Communities CSR programmes, community consultations, awareness initiatives, partnerships with local institutions Education, healthcare, livelihood development, community wellbeing As required Regulators & Government Bodies Regulatory submissions, inspections, consultations, industry forums Compliance, EPR, environmental performance, responsible waste management, policy developments As required Industry Associations & Technical Bodies Industry forums, working groups, conferences, technical collaborations Circular economy, recycling standards, traceability, EPR implementation, industry development, technology advancement As required Board of Directors Board meetings, committee meetings, strategy reviews Business performance, risk management, governance, sustainability priorities, stakeholder concerns, long- term strategy Quarterly and as required Trusted Customer Relationships Serving 400+ customers; including 8 of top 10 global tyre manufacturers Sustainability Report FY 2025-26
83About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Determining Material Priorities GRP has conducted a materiality assessment to identify and prioritise the environmental, social, and governance topics that are most relevant to its business and stakeholders. The assessment draws upon stakeholder perspectives, business priorities, industry developments, and emerging risks and opportunities. The identified material topics guide our sustainability strategy, disclosures, and long-term value creation efforts. Opportunity (+) Risk (-) Topics that create value by strengthening business resilience, sustainability performance, and long-term growth. Topics that may adversely impact business performance, competitiveness, or long-term value if not effectively managed. Planet Climate Change Energy Management The transition towards low-carbon and circular economy models is increasing demand for sustainable materials and resource-efficient solutions. GRP is well positioned to support this shift through material recovery, circularity, and reduced dependence on virgin resources. Improving energy efficiency and increasing the use of renewable energy supports energy security, cost optimisation, lower emissions, and responsible resource use while responding to evolving stakeholder and regulatory expectations. Rationale Material Impact GRI 301: Materials GRI 305: Emissions GRI 306: Waste GRI 302: Energy GRI 305: Emissions Alignment with GRI and UN SDGs
84Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Product Customer Satisfaction Raw Material Availability Product quality, reliability, innovation, and service excellence are essential to sustaining customer trust, strengthening long-term relationships, and supporting growth across global markets. Reliable access to quality feedstock is critical to operational continuity, cost competitiveness, and long-term growth. Supply disruptions, availability constraints, and price volatility may impact production efficiency and margins. Rationale Material Impact Opportunity (+) Risk (-) GRI 416: Customer Health and Safety GRI 417: Marketing and Labelling GRI 204: Procurement Practices GRI 301: Materials GRI 308: Supplier Environmental Assessment Alignment with GRI and UN SDGs Sustainability Report FY 2025-26 20
85About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Governance, Compliance and Emerging Regulations Rising regulatory standards, and Emerging Regulations changing tariff structures and geopolitical dynamics are reshaping the recycling ecosystem. By combining strong governance, technology-enabled compliance, and continuous engagement with industry platforms, GRP maintains the agility needed to navigate change. GRI 2: General Disclosures (Governance, Compliance) GRI 206: Anti- competitive Behaviour GRI 307: Environmental Compliance GRI 308: Supplier Environmental Assessment People Workforce Wellbeing and Capability Development A skilled, engaged, and safe workforce is fundamental to operational excellence and sustainable growth. Continued focus on employee wellbeing, safety, learning, and development helps strengthen organisational capability and resilience. GRI 401: Employment GRI 403: Occupational Health and Safety GRI 404: Training and Education GRI 405: Diversity and Equal Opportunity Rationale Material Impact Alignment with GRI and UN SDGs Rationale Material Impact Alignment with GRI and UN SDGs Opportunity (+) Risk (-) Progress 21
86Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Being Planet Positive: Environmental Stewardship We continue to advance environmental performance through cleaner technologies, renewable energy adoption, responsible resource management, and operational efficiency improvements. Energising Clean Energy Transformation Renewable energy accounted for 48% of total energy consumption in FY2025–26, up from 37% the previous year, driven by increased solar, wind, and bio- based fuel alternatives derived from agricultural waste. Sustainability Report FY 2025-26 22
87About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Energy Consumption Details Details UoM FY2025-26 FY2024-25 FY2023-24 Renewable Source GJ 137,028.91 112,841.30 32,123.00 Electricity Consumption GJ 41,081.25 33,845.30 29,791.00 Fuel Consumption GJ 95,947.66 78,996.00 2,332.00 % of total renewable 48% 37% 11% Non-Renewable Source GJ 149,855.14 193,433.61 255,996.81 Electricity Consumption GJ 133,718.31 154,850.61 147,876.81 Fuel Consumption GJ 16,136.82 38,583.00 108,120.00 % of Non-Renewable 52% 63% 89% Total Energy consumed GJ 286,884.05 306,274.90 288,119.81 Energy intensity per rupee of turnover GJ/C 0.0000545 0.0000573 0.0000624 Emission Mitigate (Renewable) tCO2e 8,102.14 6,834.87 5925.10 % of total renewable energy FY 2025-26 FY 2024-25 FY 2023-24 11% 37% 48% Strengthening Energy Resilience- Our investments in renewable energy and alternative fuels have helped diversify the Company’s energy mix and reduce dependence on conventional fuel sources. As fuel prices fluctuated later in the year, an 86% renewable fuel profile helped moderate market exposure and supported operational stability. Driving Energy Efficiency Through Technology- Approximately 32% of core business production has transitioned to newer process technologies, which have the potential to deliver energy savings of up to 5% while enhancing operational efficiency and resource utilisation. Renewable energy and biofuel initiatives generated savings of approximately D100 million during FY2025–26, demonstrating the operational and financial benefits of the Company’s energy transition efforts. Building the Next Phase of the Energy Transition- Additional renewable energy projects are underway, aimed at strengthening energy security and advancing our goal of sourcing 50% of total energy from renewables by 2028. 23
88Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Carbon Accountability: Tracking, Managing, and Lowering Emissions Air Pollution Management Scope 1 and 2 Emissions Air Pollution Details We continue to measure and disclose greenhouse gas emissions across our operations to enhance transparency and strengthen our understanding of environmental impacts. Over the last three years, the Company has achieved a substantial reduction in direct (Scope 1) emissions, decreasing by approximately 82% from 6,515 tCO2e in FY2023-24 to 1,199 tCO2e in FY2025-26. Indirect (Scope 2) emissions also declined by approximately 10% during the same period, reducing from 29,411 tCO2e to 26,372 tCO2e. As a result, total Scope 1 and Scope 2 emissions decreased by approximately 23%, demonstrating a clear downward trend in the Company's carbon footprint. This sustained reduction reflects ongoing efforts to improve operational efficiency, optimize energy consumption, and support the Company's broader sustainability objectives. *Biogenic CO2 emissions are reported separately and excluded from Scope 1, in line with GHG Protocol guidelines We continue to manage air emissions through monitoring, pollution control systems, and preventive maintenance practices. Our Environmental Management System (EMS) supports compliance management, operational controls, and continuous improvement across environmental performance. We have installed bag filters, scrubbers, and dust collectors across our manufacturing operations, and conduct periodic emissions monitoring to ensure compliance. Our pollution control systems are maintained through preventive maintenance schedules, and we undergo regular internal audits under the ISO 14001 Environmental Management System framework. We have also embedded pollution prevention practices into our day-to- day operations to reduce our environmental impact and strengthen resource efficiency. Measures Implemented for Pollution Control Details UoM FY2025-26 FY2024-25 FY2023-24 Scope 1 tCO2e 1,199.22 2,662.12 6,515.19 Scope 2 tCO2e 26,372.22 31,271.22 29,411.06 Total Emission (Scope 1 & Scope 2) tCO2e 27,571.44 33,933.34 35,926.25 Total Scope 1 and Scope 2 emissions per rupee of turnover tCO2e/C 0.00000524 0.00000635 0.00000778 Biogenic Emission* tCO2e 8,889.66 7,319.05 216.03 Emission Type UoM FY2025-26 FY2024-25 FY2023-24 NOx mg/nm³ 15.70 33.83 25.22 SOx mg/nm³ 22.80 28.08 6.35 Particulate Matter (PM2.5 & 10) mg/nm³ 35.86 24.73 29.22 *The detailed methodology and results of Scope 3 emission are available on request. Sustainability Report FY 2025-26 24
89About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Water Sustainability and Responsible Water Practices Water Withdrawal and Discharge We continue to strengthen water stewardship through responsible sourcing, treatment, reuse, and process optimisation initiatives across our operations. Water performance is regularly monitored to support efficient resource use and continuous improvement. Water used in our facilities is sourced through authorised industrial bodies, including MIDC and GIDC, and none of our manufacturing facilities are located in water-stressed areas. We have established wastewater treatment infrastructure, including Effluent Treatment Plants (ETPs), Sewage Treatment Plants (STPs), Multiple Effect Evaporators (MEEs), and Zero Liquid Discharge (ZLD) systems, enabling responsible water management and increased reuse of treated water within operations. Over the last two years, water discharge has reduced by nearly 50%, supported by greater reuse of treated water and ongoing process improvements. During the year, we also incorporated rainwater harvesting systems at our new Solapur facility to further strengthen water conservation efforts and long-term water resilience. Water stewardship continues to be an integral part of our environmental management approach. As we continue to advance responsible resource practices, we focus on reducing specific water consumption (KL/MT) through enhanced production practices and process optimisation across our operations. Additionally, we organised awareness drives, training programmes, and regular communication sessions with employees, contractors, and local stakeholders to encourage sustainable practices and participation in conservation efforts. Third-party water withdrawal decreased in the reporting year. As GRP Ltd. continues to grow, we remain focused on improving water-use efficiency through process improvements and technology upgrades to support responsible resource management. Particulars UoM FY2025-26 FY2024-25 FY2023-24 Total Water withdrawal kL 1,29,730 1,39,330 1,03,140 Total Water discharge through third party kL 2,570 2,650 5,190 Total Water consumption* kL 1,27,160 1,36,680 97,950 Water intensity per rupee of turnover kL/C 0.0000242 0.0000256 0.0000212 4/6* plants have adopted Zero Liquid Discharge (ZLD) systems, with active progress underway to achieve 100% ZLD status. *Excludes Dahej and Indore plant (subsidiary) *Water consumption = Water withdrawal - Water discharge 25
90Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Advancing Waste Management and Circularity Waste generated across our operations is managed through segregation, safe handling, recovery, and responsible disposal practices. Waste streams are categorised and processed in accordance with applicable regulatory requirements and authorised waste management procedures. To ensure regulatory compliance across all operational facilities, hazardous waste is collected and disposed of exclusively through centre and state pollution control boards-authorized vendors. GRP generated 16.06 MT of hazardous waste in FY2025-26, compared to 21.40 MT in FY2024-25 and 22.00 MT in FY2023-24, reflecting a year-on-year decline. This includes plastic waste, e-waste, biomedical waste, and ETP waste. Initiatives adopted for sustainable waste management and advancing circularity include: Segregation of waste at source to facilitate responsible handling and recovery. Periodic monitoring and review of waste management practices to support compliance and operational efficiency. Safe storage, traceability, and disposal through authorised waste management partners. Initiatives Adopted for Wastewater Management Treatment of industrial and domestic effluents through ETPs and STPs. Reuse of treated water within operations wherever feasible. Monitoring of effluent quality against applicable regulatory requirements. Continuous improvement of treatment processes to support resource efficiency and environmental performance. Sustainability Report FY 2025-26
91About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Biodiversity considerations are incorporated into our expansion and site planning processes to help minimise potential impacts on ecologically sensitive areas. All of our operational facilities are located within designated industrial zones and do not overlap with, adjoin, or fall within proximity to protected areas, ecologically sensitive zones, or recognised biodiversity hotspots. Tree plantation, greenbelt development, rainwater harvesting, and responsible resource management practices form part of environmental management initiatives across our facilities. As part of our ongoing efforts to enhance green cover, GRP planted 5,600 trees and saplings over the last two years across its operational locations. These efforts are supported by environmental monitoring processes, pollution control systems, and responsible water management practices implemented across our operations. Biodiversity ENGINEERING THE CIRCULAR ECONOMY GRP’S PRODUCT DEVELOPMENT HACKATHON At GRP, sustainability extends beyond our operations and into building future capabilities for the circular economy. Through the Product Development Hackathon, we partnered with engineering institutions to provide students with hands-on exposure to real-world challenges in sustainable product development. During the year, 76 students from eight colleges participated in the programme, developing nearly 60 product concepts with guidance from GRP’s engineering teams. The initiative encouraged participants to explore material science, product design, technical feasibility, scalability, and sustainability considerations while applying classroom learning to industry challenges. Projects were evaluated on innovation, sustainability impact, technical feasibility, business viability, teamwork, and long-term value. To encourage participation and reward promising ideas, GRP awarded cash prizes of INR 3 lakh and INR 2 lakh to the winning and runner-up teams respectively, along with participation awards for shortlisted institutions. As one of the first initiatives of its kind in the sector, the hackathon reflected GRP’s commitment to fostering innovation, strengthening industry-academia collaboration, and supporting SDG 4: Quality Education. 27
92Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Climate Risk Assessment We have incorporated climate considerations into our business continuity planning through a structured STEEPLE framework, which strengthens our preparedness for extreme weather events and other environmental disruptions. These risks and mitigation measures are periodically reviewed to ensure that our approach remains relevant and responsive to evolving climate conditions. Topic Type Description Mitigation/Response Action Extreme weather events disrupting operations Risk — Physical, Acute Heatwaves, extreme temperatures, flooding, and prolonged rainfall could affect workforce areas, disrupt manufacturing operations, logistics networks, and the movement of raw materials and demand for finished goods Workforce heat-safety measures, employee awareness programmes, emergency preparedness, business continuity planning, and multi-region sourcing and product/ geographic strategies help reduce operational and supply chain disruptions Water stress affecting processing operations Risk — Physical, Chronic Water scarcity in operating regions could place pressure on water availability for processing operations Water reuse, wastewater treatment, rainwater harvesting, and water- efficiency initiatives help reduce dependence on freshwater resources. Carbon pricing on energy-intensive processes Risk — Transition, Policy and Legal Carbon pricing mechanisms or stricter climate-related regulations could increase operating costs associated with energy-intensive manufacturing processes Renewable energy adoption, biofuel utilisation, energy-efficiency projects, and technology upgrades help reduce exposure to future carbon- related costs Likely Unlikely Possible Time Horizon Magnitude of ImpactLikelihood Sustainability Report FY 2025-26 Short term Medium term Medium High Low Climate Risk Assessment We have incorporated climate considerations into our business continuity planning through a structured STEEPLE framework, which strengthens our preparedness for extreme weather events and other environmental disruptions. These risks and mitigation measures are periodically reviewed to ensure that our approach remains relevant and responsive to evolving climate conditions. Topic Type Description Mitigation/Response Action Extreme weather events disrupting operations Risk — Physical, Acute Heatwaves, extreme temperatures, flooding, and prolonged rainfall could affect workforce areas, disrupt manufacturing operations, logistics networks, and the movement of raw materials and demand for finished goods Workforce heat-safety measures, employee awareness programmes, emergency preparedness, business continuity planning, and multi-region sourcing and product/ geographic strategies help reduce operational and supply chain disruptions Water stress affecting processing operations Risk — Physical, Chronic Water scarcity
93About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Likely Unlikely Possible Time Horizon Magnitude of ImpactLikelihood Topic Type Description Mitigation/Response Action Evolving chemical and product regulations Risk — Transition, Policy and Legal Stricter chemical, product, and emissions regulations could require changes to formulations, processes, or compliance practices. The majority of our operations are already REACH compliant, and we closely monitor regulatory developments to stay ahead of evolving requirements. Ongoing compliance programmes and regulatory monitoring support preparedness for future changes Feedstock availability and quality Risk — Transition, Policy Competition for end-of- life tyre feedstock and variability in feedstock quality may affect production volumes, operational efficiency, and raw material costs Supplier and product diversification, long-term sourcing relationships, and investments in material recovery capabilities help strengthen supply security. Increasing demand for recycled materials under circular economy policies Opportunity – Transition, Market Circular economy policies, climate action initiatives, and sustainable procurement requirements are increasing demand for recycled rubber and other circular materials Investment in customer engagement, product development, innovation, and market expansion helps strengthen positioning in circular value chains. Adoption of cleaner energy and new technologies Opportunity – Transition, Technology Cleaner energy solutions and advanced technologies can improve energy efficiency, reduce emissions, enhance operational performance, and improve competitiveness Investments in renewable energy, biofuels, process innovation, and advanced manufacturing technologies support competitiveness, operational efficiency, and resilience. 29 Short term Medium term Medium High Low Although the likelihood of severe climate events causing large-scale disruption across our supply chain currently appears limited, we continue to monitor emerging environmental risks that could affect workforce areas, operations, logistics networks, and the movement of raw materials and finished goods. Likely Unlikely Possible Time Horizon Magnitude of ImpactLikelihood Topic Type Description Mitigation/Response Action Evolving chemical and product regulations Risk — Transition, Policy and Legal Stricter chemical, product, and emissions regulations could require changes to formulations, processes, or compliance practices. The majority of our operations are already REACH compliant, and we closely monitor regulatory developments to stay ahead of evolving requirements. Ongoing compliance programmes and regulatory monitoring support preparedness for future changes Feedstock availability and quality Risk — Transition, Policy Competition for end-of- life tyre feedstock and variability in feedstock quality may affect production volumes, operational efficiency, and raw material costs Supplier and product diversification, long-term sourcing relationships, and investments in material recovery capabilities help strengthen supply security. Increasing demand for recycled materials under circular economy policies Opportunity – Transition, Market Circular economy policies, climate action initiatives, and sustainable procurement requirements are i
94Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Being People Positive: Social Stewardship Our approach focuses on employee wellbeing, occupational health and safety, learning and development, diversity and inclusion, responsible sourcing, and community engagement. Through continuous investment in people, partnerships, and responsible business practices, we seek to create long-term value for employees, suppliers, communities, and other stakeholders. Committed to creating safe, inclusive, and responsible workplaces while strengthening capabilities, supporting communities, and fostering sustainable value across our supply chain. Sustainability Report FY 2025-26 30
95About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Prioritising Workplace Inclusion and Equity GRP is committed to a workplace built on respect, fairness, and merit-based growth, ensuring equitable opportunities across recruitment, development, and career progression. Increasing women’s participation in manufacturing is a key priority, aligned with SDG 5: Gender Equality. We are proud to be the only organisation in our regions of operation to engage women in shop-floor operations across all shifts*, with specific roles across departments exclusively reserved for women. Through these efforts, we aim to achieve 30%* women representation by 2030. This commitment is backed by equal opportunity practices, maternity and paternity benefits, transportation support for women on late shifts, flexible working arrangements, women- focused engagement forums, and role-specific personal protective equipment. Note: Unless otherwise specified, data disclosed in this section relate to employees and workers on the Company’s payroll and do not include contractual workers. Total Employees and Workers by Category Average Salary Ratio for Employees Categories FY2025-26 FY2024-25 FY2023-24 Male Female Total Male Female Total Male Female Total Employees 192 26 218 194 28 222 173 22 195 Workers 658 - 658 686 - 686 736 - 736 Particulars FY2025-26 FY2024-25 FY2023-24 Male Female Male Female Male Female % of Average Salary in Respective Category 45% 55% 44% 56% 45% 55% *Includes contractual workforce
96Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Connecting People: Driving Ownership Through Dialogues Employee engagement and participation are important elements of our workplace culture. We encourage open communication through structured engagement forums, cross-functional interactions, feedback mechanisms, and employee surveys that enable individuals to share ideas, raise concerns, and contribute to continuous improvement across the organisation. These platforms support two-way communication between employees and leadership, helping strengthen transparency, collaboration, and alignment with organisational priorities. We also recognise and celebrate individual and team contributions through formal recognition programmes that reinforce our values and encourage a culture of ownership, accountability, and excellence. Employees Benefits Supporting employee wellbeing remains an important component of our people strategy. We provide a range of benefits designed to support employees and their families through different stages of life, including health and accident insurance coverage, parental benefits, and childcare support. We also maintain constructive labour relations across our operations through employee representation and collective engagement mechanisms, helping foster a collaborative and supportive work environment. All workers under the Company’s payroll are associated with a labour union, totalling 492 members in FY2024-25, 496 members in FY2023-24 and 530 members in FY2022-23 Structured employee feedback and engagement surveys Regular leadership interactions and employee communication forums Suggestion and continuous improvement platforms Safety, quality, and operational participation committees Recognition and Ownership Employee Engagement and Participation Programmes recognising innovation, value-based behaviours, and business impact Team-based recognition for collaboration and operational excellence Celebrating employee contributions that drive continuous improvement and organisational performance Sustainability Report FY 2025-26 32
97About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. 100% Employees and workers covered under health and accident insurance 100% Workers covered under collective bargaining agreements Workforce Learning and Development Developing workforce capabilities remains an important focus area at GRP. We provide learning and development opportunities for employees and workers to strengthen technical, functional, safety, quality, leadership, and sustainability-related competencies across our operations. Our approach combines structured training programmes with continuous learning initiatives aimed at enhancing individual capabilities and supporting long-term organisational growth. During FY2025–26, 25% of the total training employee hours were focused on ESG and EHS related training while employees received an average of 13.78 training hours. During FY2025–26, we conducted training programmes spanning safety and environment, governance and ethics, leadership development, and compliance. Key areas included EHS and occupational health, hazard identification, fire fighting and first aid, PPE (Personal Protection Equipment) and safe material handling, corporate governance and business ethics, POSH awareness, labour law updates, quality standards such as IATF 16949 and ISCC, cybersecurity, and HR policies — equipping employees and workers across functions with relevant skills and awareness. Employee and Worker Training and Learning Details Category/ Level/Grade of Employees Average hours of training per year per employee FY2025-26 FY2024-25 FY2023-24 Male Female Total Male Female Total Male Female Total Employees 13.24 17.75 13.78 4.64 9.14 5.21 3.08 10.45 3.91 Workers 1.30 NA 1.30 1.22 NA 1.22 Training hours tracking initiated in FY2024-25 100% Employees and Workers are covered under parental leaves benefits
98Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Performance Review and Remuneration At GRP, performance management serves as an important mechanism for aligning individual contributions with organisational priorities and sustainability objectives. Performance and career development reviews are conducted across the workforce, enabling employees to receive feedback, discuss development opportunities, and align their goals with business and sustainability-related performance expectations. Sustainability-related parameters also form part of the performance assessment framework for relevant employees, reinforcing accountability and supporting the integration of sustainability considerations into day-to-day decision-making. Percentage of Employees Receiving Regular Performance and Career Development Reviews FY2025-26 FY2024-25 FY2023-24 Male Female Total Male Female Total Male Female Total 88.54 96.15 89.45 77.84 67.86 76.58 94.80 100 95.38 Safeguarding Human Rights Our approach to protecting human rights is governed by our Corporate Responsibility and Governance Policies and Code of Conduct, which uphold safe working conditions, equal opportunity, fair wages, and data privacy, while prohibiting forced labour, child labour, discrimination, and harassment. These commitments are reinforced through Board-approved policies, an ISO 45001:2018-certified OHS management system, formal grievance redressal mechanisms, and the POSH framework. We conduct comprehensive human rights assessments across all operational locations and ensure consistent communication of our values through structured employee induction and onboarding programmes. Zero complaints relating to child labour, forced labour, or discrimination were reported during the reporting period. Sustainability Report FY 2025-26
99About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Occupational Health and Safety (OHS) Maintaining safe and healthy workplaces remains fundamental to our operational excellence and responsible business practices. GRP’s Occupational Health and Safety (OHS) Management System is aligned with ISO 45001, ISO 14001, and ISO 9001 requirements and covers all employees, contractors, and operational activities across our manufacturing facilities and offices. Our approach focuses on hazard identification, risk assessment, incident prevention, and continuous improvement. Safety risks are managed through structured Hazard Identification and Risk Assessment (HIRA) processes, the hierarchy of controls, regular audits, incident and near-miss investigations, and periodic risk reviews. Safety performance is monitored through a Safety Pyramid approach, enabling proactive identification of concerns and timely corrective action. Employee and contractor safety is further supported through induction programmes, safety awareness initiatives, annual medical check-ups, health surveillance for high- risk roles, firefighting and emergency preparedness measures, and ongoing engagement on safe work practices. These efforts help strengthen a culture of safety, accountability, and continuous improvement across our operations. Zero POSH-related incidents were reported/recorded during last three years. POSH: Prevention of Sexual Harassment Our POSH policy, overseen by an internal POSH Committee, manages and resolves sexual harassment complaints in line with our Code of Conduct and the Prevention of Sexual Harassment Act. Annual site-level POSH training and quarterly sessions with an external advisor ensure we remain aligned with evolving legal standards. Grievance Management All the stakeholders can raise concerns through our Whistleblower Policy, POSH Policy, and Grievance Redressal Policy, with clear channels including the Head of HR, Vigilance Officer, and POSH Internal Committee. Each concern is promptly reviewed by the Grievance Committee, with timely corrective measures implemented in accordance with established procedures.
100Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Work-Related Injuries for Employees Work-related Injuries for Workers Particulars UoM FY2025-26 FY2024-25 FY2023-24 Total number of hours worked Nos 498348 507492 445770 Number of fatalities as a result of work-related injury Nos 0 0 0 Rate of fatalities as a result of work- related injury Rate 0 0 0 Number of high-consequence work- related injuries (excluding fatalities) Nos 0 0 0 Rate of high-consequence work- related injuries (excluding fatalities) Rate 0 0 0 Number of recordable work-related injuries Nos 0 0 2 Rate of recordable work-related injuries Rate 0 0 4.49 Particulars UoM FY2025-26 FY2024-25 FY2023-24 Total number of hours worked Nos 1616048 1684816 1807616 Number of fatalities as a result of work-related injury Nos 0 1 0 Rate of fatalities as a result of work- related injury Rate 0 0.59 0 Number of high-consequence work- related injuries (excluding fatalities) Nos 2 1 1 Rate of high-consequence work- related injuries (excluding fatalities) Rate 1.24 0.59 0.55 Number of recordable work-related injuries Nos 0 0 4 Rate of recordable work-related injuries Rate 0 0 2.2 Formula used Rate of recordable injuries = Number of recordable injuries (divided by) Number of hours worked X 1,000,000 Sustainability Report FY 2025-26
101About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Responsible Sourcing As a company focused on sustainable materials, GRP Ltd. derives significant environmental benefit from its sourcing network. By collecting and procuring end-of-life materials across multiple geographies, we enable these resources to be recovered, processed, and reintroduced into manufacturing value chains, contributing to waste reduction and efficient resource use. Our sourcing network is primarily domestic, with a significant portion of raw materials procured from the unorganised sector. This enables the recovery of end-of-life materials at scale while supporting livelihoods across the collection and resource recovery ecosystem. Our preferential procurement practices encourage participation from suppliers led by women, senior citizens, differently abled individuals, and minority communities, helping to create broader social and economic opportunities. The Extended Producer Responsibility (EPR) framework recognises and incentivises the environmental value created through responsible collection, recovery, and recycling of end-of-life materials. Through its resource recovery activities, GRP generates credible EPR credits that reflect its contribution towards diverting waste from disposal and reintroducing valuable materials into productive use. During FY2025 -26, GRP generated approximately INR 20 Crore in EPR income, taking cumulative standalone EPR income for FY2024 -FY2026 to approximately INR 78 Crore. In line with our long-term growth strategy, 100% of this value has been committed towards expanding recycling capabilities and developing future-ready infrastructure, including investments in emerging recycling technologies. Procurement Details Particulars FY2025-26 FY2024-25 FY2023-24 Percentage of the raw materials (by value) sourced from local suppliers* 90% 94% 92% *Includes all raw material suppliers Channelling EPR Value into Future-Ready Infrastructure Integrated Supply Ecosystem Backed by 350+ vendors across 100+ cities Trusted EPR Partnership & Traceability Driving compliance through verified recycling and traceability 37
102Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Supplier Assessment and Management GRP maintains supplier evaluation processes to support material quality, supply continuity, and responsible sourcing practices, while strengthening long-term sourcing resilience within the domestic resource recovery ecosystem. Supplier assessments consider environmental, social, governance, operational, commercial, and regulatory compliance factors, and only suppliers meeting defined requirements are approved for onboarding. Assessments are conducted using a risk-based approach, with audit coverage prioritised based on supplier risk and materiality. Expectations are further reinforced through our Supplier Code of Conduct, which outlines requirements relating to environmental responsibility, health and safety, labour and human rights, and ethical business practices, supported through supplier engagement and awareness initiatives. Supplier assessments follow an annual risk- based methodology linked to procurement volumes and materiality, with audit coverage progressively expanding over the years. As a result of our assessment and engagement processes, no suppliers were identified during the reporting year as having significant actual or potential negative social or environmental impacts. New Suppliers Screened for Environmental and Social Performance Particulars UoM FY2025-26 FY2024-25 FY2023-24 Total New Suppliers* Number 52 61 24 % of new suppliers screened using environmental and social data Percentage 79% 84% 83% *Includes rubber and oil & chemicals raw material suppliers Sustainability Report FY 2025-26 38
103About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice.
104Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Corporate Social Responsibility Through our CSR initiatives, we continue to work towards improving access to healthcare, education, sustainable livelihood opportunities, and women empowerment in the communities where we operate. We conduct these initiatives in alignment with the Indian CSR standards and the principles of the United Nations Global Compact (UNGC), of which we are a member. During the period under review, funds were deployed across eight projects under our key CSR pillars – Healthcare and Education. The goal is to create a positive impact on the communities around us through focused interventions that address local priorities and contribute to long-term social progress. Sustainability Report FY 2025-26 40
105About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Our CSR initiatives are centred on four key thematic areas. During FY2025 -26, GRP invested INR 48 lakh* across community development initiatives focused primarily on education and healthcare. Education We work to bridge educational gaps and foster lifelong learning opportunities. Alongside partners — Tata Institute of Social Sciences, KC Mahindra Education Trust, and Nanhi Kali Foundation — we support individual growth and community well-being through: • Promoting elementary education through mobile vans • Organising vocational training programmes to enhance employability • Extending merit-based scholarships • Supporting educational institutions in our operational regions Healthcare Affordable, accessible healthcare is the foundation of community well-being. In collaboration with Pravara Medical Trust and Ankleshwar Rotary Welfare Trust, we deliver essential services to rural communities through: • Supporting local clinics and primary healthcare centres • Reaching rural communities through mobile health units • Driving awareness of hygiene, nutrition, and disease prevention • Supporting dialysis centres Sustainable Livelihood Our livelihood programme delivers tailored skill development focused on green jobs and sustainable futures. Key initiatives include: • Vocational training aimed at employability • Supporting Yoga, meditation, and self- help initiatives • Awareness programmes on clean living, hygiene, and safe water • Encouraging tree plantation through women’s self-help groups Women Empowerment We support programmes that empower women and strengthen communities. Through targeted interventions and trusted partnerships, we are creating pathways for women and girls through: • Supporting girl students in completing their education • Recognising women leaders driving positive change • Building toilets and proper sanitation infrastructure • Promoting financial independence through skill development and self-help groups *For more information on CSR spends, refer to the Annual Report. 41
106Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 CSR Policy and Governance Approach to Community Engagement Corporate Social Responsibility at GRP Ltd. is anchored in a Board-approved CSR governance policy that provides clear direction, oversight, and accountability across all initiatives. A dedicated committee, operating under Board guidance, oversees policy implementation, identifies focus areas, approves projects and partners, and monitors programme effectiveness and fund utilisation. The committee meets twice a year to evaluate progress, while the Board reviews CSR expenditure against statutory requirements on a quarterly basis.GRP Ltd. maintains a transparent approach to financial management of its CSR programmes, with any surplus reinvested exclusively into the CSR corpus to support future initiatives. An Annual Report on CSR Activities is presented to shareholders each year, outlining the scope and progress of initiatives undertaken. Our Organisation continues to work closely with local industrial associations, NGOs, and government agencies to strengthen community engagement efforts. During the year, these engagements included ESIC- supported health check-up programmes, EPF awareness sessions, healthcare talks conducted by local agencies, and industry interactions with local pollution control boards regarding regulatory proposals and recommendations. We follow a need-based approach, with community requirements being periodically assessed to ensure CSR interventions are directed towards areas where the need and potential impact are greatest. During FY2025-26, we implemented CSR and community engagement initiatives across our Mumbai and Ankleshwar locations through local community development programmes. For FY 2025-26, our CSR initiatives focused on these two main areas- Healthcare Education Initiatives included: • Procurement of an ambulance to strengthen emergency response infrastructure for surrounding communities. • Financial assistance extended through partner institutions for medical treatment and healthcare expenses for individuals in need. Supported several initiatives aimed at improving educational access and learning infrastructure, including: • Scholarship programmes for students. • Installation of smart classroom facilities through smart boards. • Mobile education outreach through an education van. • Financial assistance for educational expenses through institutional partnerships. • Development of sports infrastructure to encourage holistic growth among students. Sustainability Report FY 2025-26
107About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. BRINGING EDUCATION TO THE LAST MILE BRINGING LIFESAVING CARE CLOSER TO PATIENTS For many children in rural and tribal areas, the A.I.D.S. Mobile Education Van is often their first step towards a brighter and more empowered future. Since 2001, the initiative has travelled across villages in Ankleshwar, Jhagadia, Hansot, and Valia, bringing learning directly to these communities and transforming them into spaces of curiosity and discovery. During FY2025, it reached 9,173 children, including 4,611 girls. By combining practical learning, collaborative activities, and real-world examples, the programme makes education more accessible and meaningful. Teachers have observed improvements in participation, attendance, literacy, numeracy, and communication, helping to bridge both rural–urban and gender gaps in education. Access to timely dialysis can make a profound difference to the lives of patients living with chronic kidney disease. For communities across Ankleshwar’s industrial and rural areas, that access became significantly easier with the establishment of the Kidney Dialysis Centre in April 2020. Supported by GRP Ltd. and IDIC Pvt. Ltd. under the aegis of Smt. Jayaben Mody Multi-Speciality Hospital, the facility was created to bring affordable, high-quality renal care closer to home. Today, it provides affordable and reliable dialysis services through advanced haemodialysis infrastructure. In FY2024-25, the centre conducted 8,071 dialysis sessions, strengthening access to essential care across the region. 43
108Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Charting Progress: Governance, Compliance and Leadership Excellence The Board of GRP Ltd. represents more than 200 years of collective industry experience, reflecting a strong mix of operational, strategic, and governance capabilities. Its balanced composition ensures a comprehensive understanding of environmental, social, economic, and stakeholder considerations, supporting sound governance and sustainable value creation for the organisation and its stakeholders. GRP Ltd. is guided by a governance framework that promotes accountability, transparency, ethical conduct, and responsible decision-making. Through active Board oversight, clearly defined responsibilities, and robust policies and controls, we seek to create long-term value for stakeholders while ensuring compliance with applicable laws and regulations. Establishing a clear governance framework that promotes accountability, ethical conduct, and effective oversight. Introduction to the Board Executive Directors Male Directors Non-Executive Director* Female Director 2 86%5 14% *(including 4 independent directors) Sustainability Report FY 2025-26
109About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Key roles of the Board include: Stakeholder Involvement and Reporting The board is responsible for ensuring that decisions we take reflect the changing industry developments and address the concerns of key stakeholder groups. Dedicated teams from relevant department drive the engagement initiatives. Feedback and significant developments are reviewed during monthly Top Management Committee meetings and subsequently escalated to the Managing Director and the Board. The Board also monitors the organisation’s disclosure practices and approves reported information, ensuring transparency and accountability. ESG Oversight The Board reviews material topics, business risks, sustainability priorities, and compliance requirements to support informed decision-making, strengthen responsible business practices, and ensure balanced and reliable disclosures on the Company’s performance and commitments. Ensuring Accountability To ensure good governance and accountability, the Board undertakes periodic reviews through quarterly Board meetings. These reviews enable the Board to monitor progress, evaluate emerging risks and opportunities, and ensure that governance and sustainability practices remain aligned with the Company’s strategic objectives and stakeholder expectations. The newly constituted Risk Management Committee is responsible for overseeing the implementation of ESG-related initiatives across GRP Ltd. Beyond the Board level committees, the following additional committees contribute to strong operational integrity: Nomination and Remuneration Committee Top Management Committee Corporate Social Responsibility Committee EHS Committee Audit Committee Risk Management Committee Stakeholders Relationship Committee Finance Committee Committees 45
110Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 Board Evaluation and Remuneration An independent evaluation of the Board and its Committees, together with an assessment of the Board’s overall functioning takes place annually. The compensation strategy for the members of the highest governance body and senior executives is guided by the NRC Policy which sets out the principles relating to fixed pay, variable pay, retirement benefits, and other remuneration matters. Remuneration is determined through market benchmarking and aligns with the Organisation’s long- term objective and performance. The remuneration process is overseen by independent members of the Board through the Nomination and Remuneration Committee and ratified by the stakeholders. Where remuneration consultants are engaged, we ensure that such firms are independent professional organisations with no conflict of interest involving the Company, its Board, or senior management. We regularly review our remuneration practices to ensure alignment with business performance and market benchmarks. Sustainability-Linked Growth Enablement ESG considerations are increasingly integrated into how GRP plans and finances growth. As part of an international financing programme supported by PROPARCO, the Company strengthened its Environmental and Social Management System (ESMS) and adopted an Environmental and Social Action Plan (ESAP) aligned with IFC Performance Standards. These initiatives further strengthened our approach to environmental and social risk management, monitoring, and continuous improvement. Sustainability Report FY 2025-26
111About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Anti-Bribery Conflict of Interest We believe that maintaining the highest standards of ethics is essential to sustaining stakeholder trust and long-term business success. GRP Ltd. has established a robust governance framework to prevent corruption, fraud, and unethical conduct, supported by employee, leadership, supplier, and whistleblower policies. Through mandatory compliance requirements, Board-level oversight of reported concerns, conflict-of- interest disclosures, and clear disciplinary procedures, we seek to ensure that all business activities are conducted fairly, responsibly, and in accordance with our values and regulatory obligations. We are committed to maintaining the highest standards of integrity and transparency in our decision-making processes. The governance framework of the organisation incorporates robust procedures to prevent and manage conflicts of interest among members of the Board and senior management. All Directors and Key Managerial Personnel are required to disclose relevant personal and financial interests through formal declarations. Any Director with an interest in a matter before the Board, a Committee, or a General Meeting is required to refrain from participating in discussions or voting, reinforcing fairness, accountability, and confidence in our decision- making processes. GRP Ltd. embeds accountability and responsible business conduct across its operations through a robust policy framework. We draw upon leading national and global frameworks, including the UN Global Compact, the Sustainable Development Goals (SDGs), and the NGRBC, to shape our policies and commitments. This approach enables us to maintain consistency in our commitments, reinforce ethical business practices, and integrate sustainability considerations into our operations and strategic decision-making. Further details of our policies, governance frameworks, and related disclosures are available on our website at https://www. grpweb.com/investors. The Board serves as the highest approval authority for key policies, providing direction and oversight on governance matters and business conduct. Supported by this oversight, our business and functional leaders regularly review policies to assess their relevance, effectiveness, and application across the organisation’s activities and stakeholder relationships, ensuring that our commitments remain aligned with evolving business needs and stakeholder expectations. Our Policy Compass: Navigating Responsibility with Purpose 100% of employees are covered under training programmes on anti- corruption, business ethics and related policy training during FY 2023 -24, FY 2024 -25, and FY 2025 -26. Zero legal actions pending regarding anti-competitive behaviour or violation of anti-trust policy. 47
112Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 We take a firm stance against all forms of corruption, and any reported incidents were thoroughly investigated and addressed in accordance with internal procedures within the prescribed timelines. Details of Corruption Cases Reported Particulars FY2025-26 FY2024-25 FY2023-24 Number of Corruption Cases Reported 1 0 1 GRP Ltd. communicates its policy commitments and expectations relating to responsible business conduct through a structured approach tailored to different stakeholder groups by publishing the board approved policies on our website. Embedding Policy Commitment Through regular training on governance and ethics, internal communications, leadership engagement, and integration of policy compliance into performance appraisals. Employees Grievance Resolution We provide a formal grievance mechanism that allows internal and external stakeholders to raise concerns through accessible channels. Overseen by a cross-functional Grievance Committee, the process supports fair and timely resolution, safeguards human rights, protects stakeholder interests, and is guided by principles of confidentiality, impartiality, and non-retaliation. Throughout the process, the Company adheres to complete confidentiality, impartiality, and a policy of non-retaliation. Additionally, all grievances are recorded in a central database that is reviewed monthly by senior management to monitor effectiveness and identify opportunities for improvement. Stakeholders can raise concerns by writing to grievance.redressal@grpweb.com. Through training on workplace safety, worker rights, and conduct standards, supported by safety committees and workers’ unions. Operational Workers Through grievance mechanisms and policies published on the Company’s website, alongside CSR programmes and stakeholder feedback processes. Communities and External Stakeholders Through the Supplier Code of Conduct, ESG-integrated vendor selection, contractual human rights provisions, and audits as suitable. Value Chain Partners Sustainability Report FY 2025-26 48
113About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. Reimagining a Future with Possibilities Across industries, the shift from linear to circular models is no longer optional; it is essential to ensuring long-term resilience and responsible growth. Increasing resource constraints and environmental pressures are fundamentally redefining how materials must be produced, used, and recovered, making circularity the need of the hour. In this evolving landscape, we see ourselves as active drivers of this transition—advancing a multi-product circular platform that extracts maximum value from end-of-life materials. With Pyrova Energy – Phase 2 on the horizon, we are poised to further strengthen our capabilities in scaling circular solutions and maximising value recovery, supported by engineering precision, certified processes, and globally relevant standards. We remain committed to championing the circular economy by delivering high- performing, sustainable materials that meet the rigorous demands of modern industry. Our approach is rooted in consistency, purity, and application-specific performance— ensuring that recycled materials are not alternatives, but engineered solutions trusted across sectors and geographies. At the same time, we are deepening our focus on measurable progress, working towards a 50% renewable energy, target 100% ZLD Plants and 30% women representation, while progressively expanding the scope and depth of metrics tracked across functions to drive accountability, transparency, and continuous improvement. With disciplined execution and a clear sense of purpose, we are not just closing loops—we are transforming how materials are valued, enabling them to be Reborn to Perform. In doing so, we continue to create enduring value for our stakeholders while shaping a more sustainable, circular, and performance-driven industrial future. 49
114Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 AIRIA All India Rubber Industries Association ATMA Automotive Tyre Manufacturers' Association CHRO Chief Human Resources Officer COO Chief Operating Officer CPCB Central Pollution Control Board CSRD Corporate Sustainability Reporting Directive DSIR Department of Scientific and Industrial Research EHS Environment, Health, and Safety EMS Environmental Management System EPDM Ethylene Propylene Diene Monomer EPF Employees' Provident Fund EPR Extended Producer Responsibility ESG Environmental, Social, and Governance ESIC Employees' State Insurance Corporation ESMS Environmental and Social Management System ETP Effluent Treatment Plant FY Fiscal Year GHG Greenhouse Gas GIDC Gujarat Industrial Development Corporation GJ Gigajoule GRI Global Reporting Initiative GRS Global Recycled Standard HIRA Hazard Identification and Risk Assessment IATF (IATF 16949) International Automotive Task Force IFC International Finance Corporation INR Indian Rupee ISCC / ISCC+ International Sustainability and Carbon Certification ISO International Organization for Standardization kL Kilolitre Ltd / Pvt Ltd Limited / Private Limited Abbreviations Sustainability Report FY 2025-26
115About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. mg/nm³ Milligrams per Normal Cubic Metre MIDC Maharashtra Industrial Development Corporation MRAI Material Recycling Association of India MT Metric Tonnes NGO Non-Governmental Organisation NGRBC National Guidelines on Responsible Business Conduct NOx Nitrogen Oxides NRC / NRC Policy Nomination and Remuneration Committee OHS / OHSMS Occupational Health and Safety / Occupational Health and Safety Management System PM (PM2.5 & PM10) Particulate Matter POSH Prevention of Sexual Harassment PROPARCO Promotion et Participation pour la Coopération Économique REACH Registration, Evaluation, Authorisation and Restriction of Chemicals SOx Sulfur Oxides STP Sewage Treatment Plant tCO2e Tonnes of Carbon Dioxide Equivalent TCFD Task Force on Climate-related Financial Disclosures UNGC United Nations Global Compact UNSDGs / SDGs United Nations Sustainable Development Goals ZLD Zero Liquid Discharge 51
116Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 GRI Index GRI Standard Disclosure Location 2-1 Organizational details About GRP Limited 2-2 Entities included in the organization’s sustainability reporting About the Report 2-3 Reporting period, frequency and contact point About the Report 2-6 Activities, value chain and other business relationships About GRP Limited 2-7 Employees Being People Positive: Social Stewardship 2-8 Workers who are not employees Being People Positive: Social Stewardship 2-9 Governance structure and composition Charting Progress: Governance, Compliance and Leadership Excellence 2-10 Nomination and selection of the highest governance body NA 2-11 Chair of the highest governance body NA 2-12 Role of the highest governance body in overseeing the management of impacts Charting Progress: Governance, Compliance and Leadership Excellence 2-13 Delegation of responsibility for managing impacts Charting Progress: Governance, Compliance and Leadership Excellence 2-14 Role of the highest governance body in sustainability reporting Sustainability Governance and Committee 2-15 Conflicts of interest Charting Progress: Governance, Compliance and Leadership Excellence 2-16 Communication of critical concerns Charting Progress: Governance, Compliance and Leadership Excellence 2-17 Collective knowledge of the highest governance body Charting Progress: Governance, Compliance and Leadership Excellence 2-18 Evaluation of the performance of the highest governance body Governance with Accountability 2-19 Remuneration policies Charting Progress: Governance, Compliance and Leadership Excellence 2-20 Process to determine remuneration Charting Progress: Governance, Compliance and Leadership Excellence Statement of use: GRP Ltd. has reported the information cited in this GRI content index for the period April 1, 2025 to March 31, 2026 with reference to the GRI Standards. Sustainability Report FY 2025-26 52
117About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice. GRI Standard Disclosure Location 2-21 Annual total compensation ratio NA 2-22 Statement on sustainable development strategy Message from the Leadership, Reimagining a Future with Possibilities 2-23 Policy commitments Across the Document, Our Policy Compass: Navigating Responsibility with Purpose 2-24 Embedding policy commitments Across the Document, Embedding Policy Commitment 2-25 Processes to remediate negative impacts Grievance Resolution 2-26 Mechanisms for seeking advice and raising concerns Grievance Resolution 2-27 Compliance with laws and regulations Across the Document 2-28 Membership associations Industry Collaborations 2-29 Approach to stakeholder engagement Driving Dialogues Through Inclusive Stakeholder Engagement 2-30 Collective bargaining agreements Being People Positive: Social Stewardship 3-1 Process to determine material topics Determining Material Priorities 3-2 List of material topics Determining Material Priorities 3-3 Management of material topics Determining Material Priorities 101-2 Management of biodiversity impacts Being Planet Positive: Environmental Stewardship 102-4 GHG emissions reduction targets and progress Carbon Accountability: Tracking, Managing, and Lowering Emissions 102-5 Scope 1 GHG emissions Carbon Accountability: Tracking, Managing, and Lowering Emissions 102-6 Scope 2 GHG emissions Carbon Accountability: Tracking, Managing, and Lowering Emissions 102-7 Scope 3 GHG emissions Carbon Accountability: Tracking, Managing, and Lowering Emissions 103-2 Energy consumption and self-generation within the organization Energising Clean Energy Transformation 204-1 Proportion of spending on local suppliers Responsible Sourcing 302-1 Energy consumption within the organization Energising Clean Energy Transformation 302-4 Reduction of energy consumption Energising Clean Energy Transformation 303-1 Interactions with water as a shared resource Water Sustainability and Responsible Water Practices 303-3 Water withdrawal Water Sustainability and Responsible Water Practices 53
118Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26 GRI Standard Disclosure Location 303-4 Water discharge Water Sustainability and Responsible Water Practices 303-5 Water consumption Water Sustainability and Responsible Water Practices 305-1 Direct (Scope 1) GHG emissions Carbon Accountability: Tracking, Managing, and Lowering Emissions 305-2 Energy indirect (Scope 2) GHG emissions Carbon Accountability: Tracking, Managing, and Lowering Emissions 305-3 Other indirect (Scope 3) GHG emissions Carbon Accountability: Tracking, Managing, and Lowering Emissions 305-4 GHG emissions intensity Carbon Accountability: Tracking, Managing, and Lowering Emissions 305-5 Reduction of GHG emissions Carbon Accountability: Tracking, Managing, and Lowering Emissions 305-7 Nitrogen Oxides (NOx), Sulphur Oxides (SOx), and other significant air emissions Air Pollution Management 306-3 Waste generated Advancing Waste Management and Circularity 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees Being People Positive: Social Stewardship 401-3 Parental leave Being People Positive: Social Stewardship 403-5 Worker training on occupational health and safety Occupational Health and Safety (OHS) 403-6 Promotion of worker health Occupational Health and Safety (OHS) 404-2 Programs for upgrading employee skills and transition assistance programs Being People Positive: Social Stewardship 404-3 Percentage of employees receiving regular performance and career development reviews Being People Positive: Social Stewardship 405-1 Diversity of governance bodies and employees Charting Progress: Governance, Compliance and Leadership Excellence 405-2 Ratio of basic salary and remuneration of women to men Being People Positive: Social Stewardship 406-1 Incidents of discrimination and corrective actions taken Grievance Management 413-1 Operations with local community engagement, impact assessments, and development programs Corporate Social Responsibility Sustainability Report FY 2025-26 54
119About GRP Limited: Building the Future of Sustainable Materials Founded in 1974 as a reclaim rubber manufacturer, the Company has spent over five decades adapting, innovating and expanding its capabilities to create value from resources that might otherwise be discarded. What began as a focused effort to reclaim rubber has evolved into a diversified materials business spanning reclaim rubber, engineering plastics, repurposed polyolefins*, crumb rubber, recovered steel, tyre pyrolysis oil and recovered carbon black. Our growth has been shaped by a willingness to adapt, invest in new capabilities and anticipate emerging industry needs. From pioneering reclaim rubber applications to expanding into advanced material recovery and circular solutions, each phase of our journey has strengthened our ability to create long-term value for customers, partners, communities and shareholders. Today, as industries seek more sustainable and resilient supply chains, GRP is focused on unlocking new possibilities for circular materials, advancing resource recovery technologies and expanding the role of sustainable materials in the global economy. By continuously evolving our capabilities and solutions, we aim to create lasting value while helping to shape a more resource- efficient future. Over the last 5 years, GRP has enabled recovery of nearly: 5 Mn End-of-Life Tyres 20 Mn+ End-of-Life Tubes 60,000+ Kms Equivalent Automotive Sealing Profiles 40 Mn Shampoo Bottle Equivalent Plastics 16,500+^ Tonnes Tyre Cord, Textile Waste, Used Fishing Nets & Packaging Waste *A part of subsidiary ^Includes subsidiary data 7 Long before the circular economy became a global imperative, GRP was demonstrating its potential in practice.
120Message from the Leadership Our story began with a question that remains relevant today: how can we create value without depleting the world around us? More than fifty years ago, GRP was founded on the belief that what is discarded still holds value, and that the end of one lifecycle can become the beginning of another. At a time when a used tyre was widely regarded as waste, we saw potential. That conviction to recover, reimagine and regenerate resources continues to define our purpose and shape our future. Today, sustainability is often discussed through targets, disclosures and compliance frameworks. While important, our understanding is rooted in a simpler principle: creating enduring value while preserving resources for future generations. At GRP, sustainability is not an initiative alongside our business, it is our business. Every material we recover and every resource we reintroduce reflects our commitment to transforming waste into value. While we have evolved over time, our purpose remains unchanged: extending the life of materials and reducing dependence on virgin resources. Our growth is driven by the belief that environmental responsibility and economic performance are mutually reinforcing. By enabling the use of high-quality circular materials, we contribute to a more resource- efficient future and support the global shift toward sustainability. We are equally committed to the communities in which we operate, striving to create meaningful and lasting impact, rooted in the belief that sustainable growth must be inclusive and shared. As we look ahead, we will continue to advance circularity, invest in innovation, and deepen our engagement with stakeholders. Above all, we remain guided by the principle that responsible business can drive environmental stewardship, social progress and long-term value creation. I am grateful to our customers, partners, employees, communities, and shareholders who share this vision. Together, we are building more than a business—we are helping create a more circular, resilient and sustainable future. Ms. Hemal Gandhi, Executive Director Sustainability Report FY 2025-26
120 To The Members of GRP Limited Report on the Audit of the Standalone Financial Statements Opinion We have audited the accompanying Standalone Financial Statements of GRP Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss (Including Other Comprehensive Income), Statement of Changes in Equity and Cash flow statement for the year then ended, and notes to the Standalone Financial Statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “Standalone Financial Statements”). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standard prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (“IND AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and its proft and Other Comprehensive Income, changes in equity and its cash outflows for the year ended on that date. Basis for Opinion We conducted our audit of the Standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the Standalone Financial statements. Key Audit Matters Key audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters to be communicated in our report. 1. Contingent Liabilities We draw attention to Note no 39 of the Standalone Financial Statements, the Company has material amounts arising from uncertain tax positions including disputes related to Sales Tax, Excise Duty & Service Tax, Income Tax, Goods & Service Tax. These matters involve significant management judgment to determine the possible outcomes. Auditor’s Response We obtained details of completed assessments during the financial year ended March 31, 2026 from the management, considered the estimates made by the management in respect of tax provisions and possible outcomes of the dispute. Additionally, we also considered the effect of new information in respect of uncertain tax positions and matters under dispute as at March 31, 2026 to evaluate whether any changes were required in the management’s position on these uncertainties. Information Other than the Financial Statements and Auditor’s Report Thereon The Company’s Management and Board of Directors is responsible for the preparation of other information. The other information comprises the information included in Annual Report, but does not include the Consolidated Financial Statements, Standalone Financial Statements and our auditor’s report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard. INDEPENDENT AUDITOR’S REPORT
121 Responsibilities of Management and those Charged with Governance for the Standalone Financial Statements The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including Other Comprehensive Income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the Standalone Financial Statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Company’s Board of Directors are also responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibility for the Audit of the Standalone Financial Statements Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013 as amended, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
122 Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors (i) in planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls with reference to financial statements that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. As required by Section 143(3) of the Act, based on our audit, we report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Changes in Equity and the Standalone Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended. (e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164(2) of the Act. (f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of Company’s internal financial controls with reference to standalone financial statements. (g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its Standalone Financial Statements - Refer Note No. 39 to the standalone financial statements. ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any on long-term contracts including derivative contracts. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2026.
123 iv. (a) The Management has represented to us that, to the best of its knowledge and belief, as disclosed in the notes to the financial statements no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (b) The Management has represented to us that, to the best of its knowledge and belief, as disclosed in the notes to the financial statements, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances, nothing has come to our notice that cause us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as provided under (a) and (b) above, contain any material misstatement. v. a. The final Dividend proposed for the previous year, declared and paid by the Company during the year is in accordance with the Section 123 of the Act, as applicable. b. As stated in Note 57 to the Standalone Financial Statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. Such dividend proposed is in accordance with Section 123 of the Act, as applicable. vi. As stated in note 54 to the standalone financial statements and based on our examination which included test checks, except for instance mentioned below, the Company, in respect of financial year commencing on April 01, 2025, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Nature of exception noted - Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software. Details of Exception - The audit trail feature was not enabled at the database level for accounting software to log any direct data changes, used for maintenance of all accounting records by the Company. Audit trail (edit log) is enabled at the application level. Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention. 3. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V of the Act. For Rajendra & Co. Chartered Accountants Firm’s Registration No. 108355W Apurva Shah Partner Membership No. 047166 UDIN: 26047166KUPGZT6405 Place: Mumbai Date: 15th May, 2026
124 “ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF GRP LIMITED (Referred to in Paragraph 1 under “Report on other legal and regulatory requirements” section of our report of even date) In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment. (B) The Company has maintained proper records showing full particulars of Intangible assets. (b) As explained to us, these Property, Plant and Equipment have been physically verified by the management in a phased periodical manner, over a period of three years which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification and discrepancies noticed, if any have been appropriately dealt with in the books of accounts. (c) In our opinion and according to information and explanation given to us and on the basis of the examination and records of the Company, the title deeds of all the immovable properties (Other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company. (d) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) and intangible assets during the year and hence reporting under clause (i) (d) of paragraph 3 of the Order is not applicable. (e) According to the information and explanation given to us, there are no proceedings initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder and hence reporting under clause (i) (e) of paragraph 3 of the Order is not applicable. (ii) (a) The inventories except for goods in transit were physically verified during the year by the Management at reasonable intervals. In our opinion and according to the information and explanations given to us, the coverage and the procedure of such verification by the Management is appropriate having regard to size of the Company and the nature of its operations. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification when compared with books of account. (b) During the year, the Company has been sanctioned working capital limits in excess of rupees five crores, in aggregate, at points of time during the year, from banks or financial institutions on the basis of security of current assets, in respect of which the quarterly returns and statements are filed by the Company. There were differences in the quarterly financial statements filed by the company with banks details of which are as follows: (Rs. In Lakhs) Quarter ended Particulars of Securities Provided Amount as per books of accounts Amount as reported in the quarterly return/ statement Amount of difference Reason for differences June-2025 Inventories 4,773.90 4,645.94 127.96 Majorly on account of stock of RoDTeP scrips September-2025 Inventories 4,628.08 4,555.70 72.38 Majorly on account of stock of RoDTeP scrips December-2025 Inventories 4,966.96 4,917.78 49.18 Majorly on account of stock of RoDTeP scrips March-2026 Inventories 4,864.90 4,369.15 495.75 Majorly on account of stock of RoDTeP scrips & valuation of stock in transit.
125 June-2025 Trade Receivables (Net of Advances) 8,971.74 9,053.68 (81.94) On Account of Regrouping September-2025 Trade Receivables (Net of Advances) 9,912.10 9,916.31 (4.21) On Account of Regrouping December-2025 Trade Receivables (Net of Advances) 10,192.28 10,111.59 80.69 On Account of Regrouping March-2026 Trade Receivables (Net of Advances) 11,387.15 11,347.61 39.54 On Account of Regrouping (iii) According to the information and explanations given to us and on the basis of our examination of the records, the Company has granted unsecured loans during the year, to the wholly owned subsidiary company, in respect of which the requisite information is as below. The Company has not provided any additional guarantees to the subsidiary company during the year. (a) A. Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has granted unsecured loan to the wholly owned subsidiary during the previous years and balance outstanding of such loan as at balance sheet date is Rs. 852.50 Lakhs. Guarantee given to the bank in previous year on behalf of borrowings made by wholly owned subsidiary Company stands at Rs. 1,250.00 Lakhs of which loan disbursed and outstanding in its books stands at Rs. 652.90 Lakhs as at balance sheet date. The Company does not hold any investment in any joint ventures or associates. B. Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has not given any loans or advances in the nature of loans to parties other than subsidiaries during the year. The Company has not stood guarantee or provided security to parties other than subsidiaries. (b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investment made, guarantee given and the terms and conditions of the grant of loans and advances in the nature of loans during the year are, prima facie, not prejudicial to the interest of the Company. (c) (d) and (e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the unsecured loans granted to wholly owned subsidiary company and interest thereon are repayable on demand and schedule of repayment of principal and payment of interest in respect of such loans has not been stipulated and hence, we are unable to comment whether the repayments or receipts are regular, report on amounts overdue for more than ninety days, if any and whether any loan which has fallen due during the year has been renewed or extended or fresh loans granted to settle the overdues as required under clause (iii) (c) (d) and (e) of Paragraph 3 of the Order. (f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, The Company has granted loans to wholly owned subsidiary Company which is repayable on demands, aggregate amount of such loans as at March 31, 2026 is Rs 852.50 Lakhs which constitutes 100% of total such loans. (iv) The Company has not granted loans or provided guarantees or securities to parties covered under Section 185 of the Companies Act, 2013 (“the Act”). The Company has complied with the provisions of section 186 of the Act in respect of loans granted, investments made and guarantees and securities provided, as applicable. (v) According to the information and explanations given to us, the Company has neither accepted any deposits nor amounts which are deemed to be deposits from the public within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Therefore, the clause (v) of paragraph 3 of the Order is not applicable to the Company.
126 (vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the central government for maintenance of the cost records under section 148(1) of the Companies Act, 2013 in respect of manufacture of the products and are of the opinion that, prima facie, the prescribed amounts and records have been made and maintained by the company. However, we have not made detailed examination of the cost records with a view to determine whether they are accurate and complete. (vii) In respect of Statutory dues: a. According to the records of the Company, Undisputed statutory dues, including goods and services tax, provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited by it with the appropriate authority. According to the information and explanations given to us, there were no undisputed amounts payable in respect of goods and services tax, provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues in arrears as at 31st March, 2026 for a period of more than six months from the date they became payable. b. Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31st March, 2026 on account of any dispute are given below: Name of the Statute Nature of the Dues Period to which the amount relates (F.Y.) Amount (Rs in lakhs) Forum where Dispute is pending Maharashtra Value Added Tax Sales Tax/VAT 2011-12 88.69 Deputy Commissioner (Appeal) Maharashtra Value Added Tax Sales Tax/VAT 2013-14 49.97 Deputy Commissioner (Appeal) Tamilnadu Value Added Tax Sales Tax/VAT 2013-14 6.64 Assistant Commissioner Sales Tax Tamilnadu Value Added Tax Sales Tax/VAT 2014-15 11.97 Assistant Commissioner Sales Tax Tamilnadu Value Added Tax Sales Tax/VAT 2015-16 11.19 Assistant Commissioner Sales Tax Income Tax Act,1961 Income Tax 2015-16 20.11 CIT(A)-Mumbai The Central Excise Act, 1944 Central Excise January 2005 to March 2007 68.49 Assistant Commissioner of Excise. The Central Excise Act, 1944 Central Excise July 2011 To April 2012 2.21 Customs, Excise And Service Tax Appellate Tribunal CGST Act, 2017 Input Tax Credit July 2017 To March 2023 290.28 Commissioner (Appeals- II), BKC, Mumbai CGST Act, 2017 Input Tax Credit 2020-21 21.90 Additional Commissioner (Appeals) Central GST & central Excise, Vadodara
127 CGST Act, 2017 Input Tax Credit 2020-21 2.00 Assistant Commissioner of CGST, Ankleshwar (viii) In our opinion, to the best of our knowledge and according to the information and explanations given to us, there are no such transactions which are not recorded in the books of account, have been surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (43 of 1961), which have been previously unrecorded income. a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans and borrowing or in the payment of interest thereon to any lender during the year. b. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or any government authority. c. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the company has utilised term loans taken during the year for purpose for which loans were applied. d. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the company has not utilised its funds raised for short term basis for long term purpose. e. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries during the year. f. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries during the year. (x) a. According to the information and explanations provided to us and on an overall examination of the balance sheet, the Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year under review and hence, reporting requirements under clause (a) (x) of paragraph 3 of the Order are not applicable to the Company. b. According to the information and explanations provided to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year under review and hence, reporting requirements under clause (b) (x) of paragraph 3 of the Order are not applicable to the Company. (xi) a. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Standalone Financial Statements and according to the information and explanations provided by the management, we report that no fraud by the Company or no material fraud on the Company has been noticed or reported during the year. b. In our opinion, to the best of our knowledge and according to the information and explanations given to us, no report has been filed under sub-section (12) of Section 143 of the Companies Act, 2013 by the Cost Auditor or Secretarial Auditor or us, in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year and upto the date of this report. c. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company has not received any whistle blower complaints during the year. (xii) In our opinion the Company is not a Nidhi Company and hence reporting under, the provisions of clause (a), (b) and (c) (xii) of paragraph 3 of the Order are not applicable to the Company. (xiii) According to the information and explanations provided by the management, transactions with the related parties are in compliance with Section 177 and 188 of the Act, where applicable and the details of related party transactions have been disclosed in the standalone financial statements, as required by the applicable accounting standards. (xiv) a. According to the information and explanations provided by the management, the Company has an internal audit system commensurate with the size and nature of its business.
128 b. We have considered, the internal audit reports issued during the year and till the date of the audit report covering period upto 31st March, 2026. (xv) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transaction with the directors or persons connected with him and covered under section 192 of the Act and hence reporting under clause (xv) of the paragraph 3 of the Order is not applicable to the Company. (xvi) a. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company and hence, reporting requirements under clause (a) (xvi) of paragraph 3 of the Order are not applicable to the Company. b. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the company has not conducted any Non -Banking Financial or Housing Finance activities and is not required to obtain Certificate of Registration (CoR) for such activities from the Reserve Bank of India as per the Reserve Bank of India Act, 1934. c. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the company is not a Core Investment Company (CIC) as defined in the regulations made by Reserve Bank of India and hence, reporting requirements under clause (c) (xvi) of paragraph 3 of the Order are not applicable to the Company and, not commented upon. d. As represented by the management, the Group does not have any Core Investment Company (CIC) as part of the Group as per the definition of Group contained in the Core Investment Companies (Reserve Bank) Directions, 2016. Accordingly, reporting requirements under clause (d) (xvi) of paragraph 3 of the Order are not applicable to the Company and, not commented upon. (xvii) According to the information and explanations provided to us and on an overall examination of the balance sheet, the Company has not incurred cash losses in financial year and in the immediately preceding financial year. (xviii) The statutory auditors of the Company have not resigned during the year and hence, reporting requirements under clause (xviii) of paragraph 3 of the Order are not applicable to the Company and, not commented upon. (xix) According to the information and explanations provided to us and on an overall examination of the balance sheet and on the basis of the financial ratios disclosed in Note 52 to the Standalone Financial Statements, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, and our knowledge of the Board of Directors and management plans, in our opinion no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. (xx) a. In respect of other than on-going projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act, 2013 (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act. This matter has been disclosed in note 44 to the standalone financial statements. b. There are no unspent amounts in respect of on-going projects that are required to be transferred to a special account in compliance of provision of sub section (6) of section 135 of the Act. (xxi) The reporting under clause 3(xxi) of the order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report. For Rajendra & Co. Chartered Accountants Firm’s Registration No. 108355W Apurva Shah Partner Membership No. 047166 UDIN: 26047166KUPGZT6405
129 Place: Mumbai Date: 15th May, 2026 ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF GRP LIMITED (Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date) Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”). We have audited the internal financial controls with reference to standalone financial statements over Financial Reporting of GRP (“the Company”) as at 31st March, 2026 in conjunction with our audit of the Standalone Financial Statements of the Company for the year then ended. Management’s Responsibility for the Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 information, as required under the Act. Auditor’s Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”) and the Standards on auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to standalone financial statements. Meaning of Internal Financial Controls with reference to Standalone Financial Statements A company’s internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the Financial Statements. Inherent Limitations of Internal Financial Controls with reference to standalone financial statements
130 Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026 based on the internal control over financial reporting criteria for internal financial control with reference to Standalone Financial Statements established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI. For Rajendra & Co. Chartered Accountants Firm’s Registration No. 108355W Apurva Shah Partner Membership No. 047166 UDIN: 26047166KUPGZT6405 Place: Mumbai Date: 15th May, 2026
131 (₹ in lakhs) Notes As at 31-March-2026 As at 31-March-2025 ASSETS NON-CURRENT ASSETS Property, Plant and Equipment 2A 19,345.95 14,903.37 Capital work in progress 2B 579.49 2,716.89 Right of Use assets 2C 1,394.87 1,355.59 Investment Property 2D 746.89 772.56 Intangible assets 2E 37.73 21.18 Intangible assets under development 2F 13.69 - Financial Assets Investments 3 1,298.34 700.89 Others 4 208.25 341.00 Other Non-current assets 5 881.03 526.63 Total Non-Current Assets 24,506.24 21,338.11 CURRENT ASSETS Inventories 6 4,864.90 4,994.24 Financial Assets Investments 7 1,341.41 150.90 Trade receivables 8 11,454.00 10,231.82 Cash and cash equivalents 9 41.21 112.16 Other Bank balances 10 14.55 13.67 Loans 11 852.50 859.00 Other Financial Assets 12 2,470.81 2,482.34 Current Tax Assets (Net) 13 577.88 - Other Current Assets 14 890.30 859.23 Total Current Assets 22,507.56 19,703.36 Total Assets 47,013.80 41,041.47 EQUITY AND LIABILITIES EQUITY Equity Share Capital 15 533.33 533.33 Other Equity 16 18,734.60 19,491.13 Total Equity 19,267.93 20,024.46 LIABILITIES NON-CURRENT LIABILITIES Financial Liabilities Borrowings 17 8,463.76 3,310.59 Lease Liabilities 18 75.32 26.32 Other Financial liabilities 19 9.30 9.30 Provisions 20 295.80 420.27 Deferred Tax Liabilities (Net) 21 1,372.56 1,386.07 Total Non-Current Liabilities 10,216.74 5,152.55 CURRENT LIABILITIES Financial Liabilities Borrowings 22 11,522.06 10,348.83 Lease Liabilities 23 36.02 31.56 Trade Payables - Dues of micro and small enterprises 24 1,388.95 1,200.58 - Dues of creditors other than micro and small enterprises 24 1,650.44 1,655.57 Other Financial liabilities 25 1,388.44 714.06 Other Current Liabilities 26 1,282.33 1,407.77 Provisions 27 260.89 232.00 Current Tax Liabilities (Net) 28 - 274.09 Total Current Liabilities 17,529.13 15,864.46 Total Liabilities 27,745.87 21,017.01 Total Equity and Liabilities 47,013.80 41,041.47 Material Accounting policies 1 See accompanying Notes to the Standalone Financial Statements 2 - 57 STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2026 As per our Report of even date For and on behalf of the Board of Directors For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Sd/- Harsh R Gandhi Sd/- Hemal H Gandhi Managing Director Executive Director DIN: 00133091 DIN: 01444424 Sd/- Apurva R. Shah Sd/- Shilpa Mehta Partner Membership No. 047166 Chief Financial Officer Mumbai, 15th May, 2026 Mumbai, 15th May, 2026
132 STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) Notes Year ended 31-March-2026 Year ended 31-March-2025 INCOME Revenue from Operations 29 57,034.66 57,148.48 Less: Goods and Service Tax Recovered 4,428.49 3,721.39 Revenue from Operations (Net) 52,606.17 53,427.09 Other Income 30 493.86 425.24 Total Income 53,100.03 53,852.33 EXPENSES Cost of Materials consumed 26,908.29 24,280.47 Changes in inventories of finished goods and work-in-progress 31 (21.28) (68.41) Employee benefits expenses 32 5,911.53 5,977.86 Finance Costs 33 1,422.91 972.56 Depreciation & Amortisation expenses 34 1,762.23 1,492.16 Other Expenses 35 15,601.86 16,194.70 Total Expenses 51,585.54 48,849.34 Profit before Exceptional items and Tax 1,514.49 5,002.99 Exceptional Items 36 140.41 - Profit Before Tax 1,374.08 5,002.99 Tax Expense - Current Tax - 1,044.25 - Short / (Excess) Provision for earlier years 160.85 4.20 - Deferred Tax 320.56 168.52 Total Tax Expenses 37 481.41 1,216.97 Profit for the year 892.67 3,786.02 Other Comprehensive Income A) Items that will not be reclassified to statement of profit and loss - Remeasurement benefit of defined benefit plans (33.25) (152.91) - Income tax expense on remeasurement benefit of defined benefit plans 8.37 38.48 B) Items that will be reclassified to statement of profit and loss - Cashflow Hedge Reserve (1,327.33) (17.27) - Income tax expense on Cashflow Hedge Reserve 334.06 4.35 Total Other Comprehensive Income (A + B) (1,018.15) (127.35) Total Comprehensive Income for the year (125.48) 3,658.67 Earning Per Equity share of Face value of ₹ 10/- each 45 (1) Basic (in `) 16.74 70.99 (2) Diluted (in `) 16.74 70.99 Material Accounting policies 1 See accompanying Notes to the Standalone Financial Statements 2 - 57 As per our Report of even date For and on behalf of the Board of Directors For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Sd/- Harsh R Gandhi Sd/- Hemal H Gandhi Managing Director Executive Director DIN: 00133091 DIN: 01444424 Sd/- Apurva R. Shah Sd/- Shilpa Mehta Partner Membership No. 047166 Chief Financial Officer Mumbai, 15th May, 2026 Mumbai, 15th May, 2026
133 STANDALONE CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) Year ended 31-March-2026 Year ended 31-March-2025 Cash flow from Operating activities Net profit before tax and extra ordinary items 1,514.49 5,002.99 Adjustments for - Depreciation 1,762.23 1,492.16 - Share of (profit) / loss in LLP (93.91) (158.83) - (Profit) / Loss on sale of Property, plant and equipment (Net) 10.15 (5.90) - Property, plant and equipment Discarded 71.07 80.82 - Interest Income (95.96) (108.68) - Dividend Income - (3.67) - Interest Expense 1,422.91 972.56 - Rent Income (70.60) (67.42) - (Gain) / Loss on Investment (135.88) 25.25 - Net unrealised foreign exchange (gain)/loss (78.74) 54.16 - Balances written off (net) (12.32) - - Provision for expected credit losses 0.56 30.57 - Employee benefits expenses 354.95 40.46 Operating Profit before working capital changes 4,648.95 7,354.47 Adjustments for - (Increase)/Decrease in Trade and other receivables (1,069.11) (1,877.80) - (Increase)/Decrease in Inventories 129.34 (200.19) - Increase/(Decrease) in Trade and other payable 192.39 275.45 Cash generated from operations 3,901.57 5,551.93 Direct taxes paid (net of refund) (993.49) (762.97) Net cash generated from operating activities 2,908.08 4,788.96 Cash flow from investing activities - Interest received 95.00 210.28 - Sale / Insurance proceeds of Property, plant and equipment 44.36 330.10 - Rent Income 70.60 67.42 - Dividend Income - 3.67 - (Purchase) / Sale of Current Investments (1,058.18) (14.81) - Loan given to Subsidiary (Net of repayment) 6.50 (24.00) - Investment in Subidiary (500.00) - - Purchase of Property, plant and equipment (4,556.06) (6,507.11) Net cash used in investing activities (5,897.78) (5,934.45) Cash flow from financing activities - Proceeds from Borrowings - Non Current 4,479.20 2,266.29 - Repayment of Borrowings - Non Current (640.28) (976.65) - Borrowings - Current (Net) 1,171.78 1,414.23 - Interest paid (1,272.33) (919.36) - Payment of Lease Liabilities (46.29) (33.66) - Dividend paid (773.33) (500.00) Net cash generated from financing activities 2,918.75 1,250.85 Net increase / (Decrease) in cash and cash equivalents (70.95) 105.36 Cash and cash equivalents as at 1st April 112.16 6.80 Cash and cash equivalents as at 31st March 41.21 112.16
134 Year ended 31-March-2026 Year ended 31-March-2025 Cash and Bank Balances Cash and cash equivalents (Refer note no. 9) Cash on hand 3.55 2.20 Balance with banks - In Current accounts 2.02 93.12 - In Cash Credit Accounts - 14.92 - In EEFC accounts 35.64 1.91 41.21 112.16 Other Bank Balance (Refer note no. 10) 14.55 13.67 CHANGE IN LIABILITY ARISING FROM FINANCING ACTIVITIES 01-April-2025 Cash Flow Foreign Exchange Movement 31-March-2026 Borrowing - Long Term (Refer Note 17) 3,310.59 3,838.92 1,314.25 8,463.76 Borrowing - Short Term (Refer Note 22) 10,348.83 1,171.78 1.45 11,522.06 13,659.42 5,010.70 1,315.70 19,985.82 01-April-2024 Cash Flow Foreign Exchange Movement 31-March-2025 Borrowing - Long Term (Refer Note 17) 1,953.36 1,289.64 67.60 3,310.59 Borrowing - Short Term (Refer Note 22) 8,938.72 1,414.23 (4.12) 10,348.83 10,892.07 2,703.87 63.48 13,659.42 The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Ind AS-7 - Statement of Cashflow. STANDALONE CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) As per our Report of even date For and on behalf of the Board of Directors For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Sd/- Harsh R Gandhi Sd/- Hemal H Gandhi Managing Director Executive Director DIN: 00133091 DIN: 01444424 Sd/- Apurva R. Shah Sd/- Shilpa Mehta Partner Membership No. 047166 Chief Financial Officer Mumbai, 15th May, 2026 Mumbai,15th May, 2026
135 STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) A) Equity Share Capital Particulars As at 31-March-2026 As at 31-March-2025 Balance at the beginning of the current reporting year 533.33 133.33 Changes in Equity Share Capital due to prior year errors - - Restated balance at the beginning of the current reporting year 533.33 133.33 Changes in equity share capital during the current year - 400.00 Balance at the end of the current reporting year 533.33 533.33 B) Other Equity Particulars Reserves and Surplus Other comprehensive Income TOTAL OTHER EQUITY Special capital incentive and Subsidy Profit on re-issue of forfeited shares Securities Premium account General Reserve Share Based Payment Reserve Retained Earnings Effective portion of Cash Flow Hedges Balance as at 1st April, 2024 (a) 53.30 0.01 41.67 6,500.00 - 10,045.28 45.48 16,685.74 Profit for the year - - - - - 3,786.02 - 3,786.02 Items of OCI for the year, net of tax - Remeasurement gain/(loss) of defined benefit plans - - - - - (114.43) - (114.43) Fair value changes on cash flow hedge, net of tax - - - - - - (12.92) (12.92) Total Comprehensive Income (b) - - - - - 3,671.59 (12.92) 3,658.67 Appropriation during the year Utilised against issue of Bonus Shares - (0.01) (41.67) (358.32) - - - (400.00) Dividend on Equity Shares (₹ 37.50 per share) - - - - - (500.00) - (500.00) Share based payment expense - - - - 46.72 - - 46.72 Total of Appropriations (c) - (0.01) (41.67) (358.32) 46.72 (500.00) - (853.28) Balance as at 31st March, 2025 (a+b+c=d) 53.30 - - 6,141.68 46.72 13,216.87 32.56 19,491.13 Profit for the year - - - - - 892.67 - 892.67 Items of OCI for the year, net of tax Remeasurement gain / (loss) of defined benefit plans - - - - - (24.89) - (24.89) Fair value changes on cash flow hedge, net of tax - - - - - - (993.27) (993.27) Total Comprehensive Income (e) - - - - - 867.78 (993.27) (125.49) Appropriation during the year Dividend on Equity Shares (₹ 14.50 per share) - - - - - (773.33) - (773.33) Share based payment expense - - - - 142.30 - - 142.30 Total of Appropriations (f) - - - - 142.30 (773.33) - (631.03) Balance as at 31st March, 2026 (d+e+f) 53.30 - - 6,141.68 189.01 13,311.32 (960.71) 18,734.60 As per our Report of even date For and on behalf of the Board of Directors For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Sd/- Harsh R Gandhi Sd/- Hemal H Gandhi Managing Director Executive Director DIN: 00133091 DIN: 01444424 Sd/- Apurva R. Shah Sd/- Shilpa Mehta Partner Membership No. 047166 Chief Financial Officer Mumbai, 15th May, 2026 Mumbai, 15th May, 2026
136 CORPORATE INFORMATION GRP Limited (the ‘Company’) is a public limited Company domiciled and incorporated in India having CIN: L25191GJ1974PLC002555 under the Companies Act, 1956. The registered office of the Company is situated at Plot No.8, GIDC Estate, Ankleshwar - 393002, Gujarat, India. The Company is engaged mainly in manufacturing of Reclaim Rubber. Its other businesses include manufacturing of Engineering Plastics, Custom Die Forms, Polymer Composite Products, Crumb rubber, Recovered Steel, Tyre Pyrolysis Oil and recovered Carbon Black (Pyrova Energy) and Power generation from Windmill and Solar energy. The Company has manufacturing plants in India and sales in Domestic as well as International market. The equity shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). 1 MATERIAL ACCOUNTING POLICIES AND KEY ACCOUNTING ESTIMATES AND JUDGEMENTS MATERIAL ACCOUNTING POLICIES: This note provides a list of the material accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied for all the years presented, unless otherwise stated. 1.1 Basis of preparation and presentation of financial statements: These financial statements are the separate financial statements of the Company (also called standalone financial statements) prepared in accordance with Indian Accounting Standards (‘Ind AS’) notified under Section 133 of the Companies Act, 2013, read together with the Companies (Indian Accounting Standards) Rules, as amended from time to time. These financial statements have been prepared and presented under the historical cost convention, except for certain financial assets and financial liabilities that are measured at fair values at the end of each reporting period, as stated in the accounting policies set out below. The accounting policies have been applied consistently over all the periods presented in these financial statements. These financial statements are presented in Indian Rupees, which is also its functional currency, and all values are rounded to the nearest lakhs, except when otherwise stated. 1.2 Current / Non-current classification: For the purpose of current/non-current classification of assets and liabilities, the Company has ascertained its normal operating cycle as twelve months. This is based on the nature of products and the time between the acquisition of assets or inventories for manufacturing and their realization in cash and cash equivalents. 1.3 Summary of Material Accounting policies (A) Property, Plant and Equipment Tangible assets: An item of property, plant and equipment that qualifies as an asset is measured on initial recognition at cost. Following initial recognition, items of property, plant and equipment are carried at its cost less accumulated depreciation and accumulated impairment losses, if any. The cost of an item of property, plant and equipment comprises of its purchase price including import duties and other non refundable purchase taxes or levies, directly attributable cost of bringing the asset to its working condition for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. Expenses directly attributable to new manufacturing facility during its construction period including borrowing costs are capitalized, if the recognition criteria are met. Expenditure related to plans, designs and drawings of buildings or plant and machinery is capitalized under relevant heads of property, plant and equipment if the recognition criteria are met. Gains or losses arising from derecognition of assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss. NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026
137 Capital work in progress and Capital advances: Cost of assets not ready for intended use, as on the Balance Sheet date, is shown as capital work in progress. Advances given towards acquisition of property, plant and equipment outstanding at each Balance Sheet date are disclosed as Other Non-Current Assets. Depreciation: Depreciation on depreciable item of property, plant and equipment is provided on straight line method for the period for which the assets have been used as under: (a) Depreciation on assets is provided over the useful life of assets as prescribed under schedule II of the Companies Act, 2013. (b) Plant and machinery which have worked for more than single shift, depreciation is provided for accordingly as per rate prescribed in schedule II of the Companies Act, 2013. (c) Leasehold land is amortised over the period of lease. Intangible Assets and Amortisation: Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortised on a straight line basis over their estimated useful lives. The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly. Gain or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognized as income or expense in the Statement of Profit and Loss. The period of amortisation is as under : Asset Period of amortisation Computer Software 6 years Copyrights 10 years Trademark 10 years (B) Finance Costs: Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs, if any, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalised, all other borrowing costs are charged to the statement of profit and loss for the period in which they are incurred. (C) Investment Properties: Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Company for its business, is classified as investment property. Investment property is measured initially at its cost, including related transaction costs and wherever applicable its borrowing costs. Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the statement of profit and loss for the period in which they are incurred. NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026
138 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 Asset Category Useful life (Years) Basis for charging Depreciation Office Building 60 Life as prescribed under Schedule-II of the Companies Act, 2013 Factory Building 30 Though the company measures investment property using cost based measurement, the fair value of investment property (Office building) is disclosed in the note 2D. Fair values are determined based on an annual evaluation performed by an external independent valuer for Office Building. (D) Impairment of non-financial assets - property, plant and equipment and Intangible Assets: The Company assesses at each reporting date as to whether there is any indication that any property, plant and equipment and intangible assets or group of assets, called cash generating units (CGU) may be impaired. If any such indication exists the recoverable amount of an asset or CGU is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU to which the asset belongs. An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds its recoverable amount. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount. (E) Government Grants and Subsidy: Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the company will comply with all attached conditions. Government grants relating to income are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate for and presented within other income. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets and presented within other income or reduced from respective Property, plant and equipment. (F) Tax Expenses: Tax expense is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax. Current tax: Current tax is the amount of income taxes payable in respect of taxable profit for a period. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible under the Income Tax Act, 1961. Current tax is measured using tax rates that have been enacted by the end of reporting period for the amounts expected to be recovered from or paid to the taxation authorities. Deferred tax: Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit under Income Tax Act, 1961. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of Deferred tax liabilities and assets are reviewed at the end of each reporting period. Presentation of current and deferred tax: Current and deferred tax are recognized as income or an expense in the Statement of Profit and Loss, except when they relate to items that are recognized in Other Comprehensive Income, in which case, the current and deferred tax income/expense are recognized in Other Comprehensive Income.
139 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (G) Inventories: Items of inventories are measured at lower of cost or net realisable value after providing for obsolescence , if any. Cost of Inventories comprises of cost of purchase, cost of conversion and other costs incurred in bringing them to their respective present location and condition. Cost of raw materials, stores & spares, packing materials are determined on weighted average basis. However raw materials are written down to realisable value only if the cost of the related finished goods is not expected to recover the cost of raw materials. Work-in-progress and finished goods are valued at lower of cost and net realisable value. Cost of work in progress and finished goods is determined on absorption costing method which include cost of conversion and other costs incurred in bringing the inventories to their present location and condition. (H) Financial Instruments: 1 Financial Assets a Initial recognition and measurement: All financial assets are recognized initially at fair value, plus in the case of financial assets not recorded at fair value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of the financial asset. However, trade receivables that do not contain a significant financing component are measured at transaction price. b Subsequent measurement I Financial assets carried at amortised cost A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. II Financial assets at fair value through other comprehensive income A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. III Financial assets at fair value through profit or loss A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss. c Impairment of financial assets In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairment of financial assets other than those measured at fair value through profit and loss (FVTPL). Expected credit losses are measured through a loss allowance at an amount equal to: - The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or - Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument) For trade receivables Company applies ‘simplified approach’ which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analysed. For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.
140 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 2 Financial Liabilities a Initial recognition and measurement: All financial liabilities are recognized initially at fair value and in case of loans and borrowings, net of directly attributable cost. Cost of recurring nature are directly recognised in profit or loss as finance cost. b Subsequent measurement: Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments. 3 Derivative Financial Instruments The Company uses various derivative financial instruments such as forwards and options to mitigate the risk of changes in foreign exchange rates. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are also subsequently measured at fair value. Derivatives are carried as other financial assets when the fair value is positive and as other financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to Statement of Profit and Loss, except for the effective portion of cash flow hedges which is recognised in Other Comprehensive Income and later to Statement of Profit and Loss when the hedged item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-financial assets or non-financial liability. 4 Derecognition of financial instruments The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Company's Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires. (I) Fair Value: The Company measures financial instruments at fair value in accordance with the accounting policies mentioned above. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: - in the principal market for the asset or liability, or - in the absence of a principal market, in the most advantageous market for the asset or liability All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy that categorizes into three levels, described as follows, the inputs to valuation techniques used to measure value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). Level 1 — quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 — inputs that are unobservable for the asset or liability For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period and discloses the same.
141 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (J) Investment in Subsidiary and Associate Companies: The Company has elected to recognize its investments in subsidiary and associate companies at cost in accordance with the option available in Ind AS 27, ‘Separate Financial Statements’. The details of such investments are given in Note 3. (K) Revenue Recognition: (i) Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration entitled in exchange for those goods or services. Generally, control is transferred upon shipment of goods to the customer or when the goods is made available to the customer, provided transfer of title to the customer occurs and the Company has not retained any significant risks of ownership or future obligations with respect to the goods shipped. Revenue from rendering of services is recognised over time by measuring the progress towards complete satisfaction of performance obligations at the reporting period. Revenue is measured at the amount of consideration which the company expects to be entitled to in exchange for transferring distinct goods or services to a customer as specified in the contract, excluding amounts collected on behalf of third parties (for example taxes and duties collected on behalf of the Government). Consideration is generally due upon satisfaction of performance obligations and a receivable is recognized when it becomes unconditional. (ii) Income from Power generation is accounted on the basis of certification of Gujarat Electricity Development Authority and Maharashtra State Electicity Distribution Company Ltd. (iii) Credits on account of Duty drawback and other benefits, which are due to be received with reasonable certainty, are accrued upon completion of exports. (iv) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. (v) Profit / Loss from investment in LLP is accounted at the time of finalisation of accounts of LLP (vi) Revenue in respect of EPR credits is accounted on an accrual basis by valuing them at the minimum rate notified by the Central Pollution Control Board. (vii) Dividend income is recognized when the right to receive dividend is established. (viii) Rental income arising from operating leases on investment properties is accounted for on a straight- line basis over the lease terms and is included in other income in the statement of profit or loss due to its non-operating nature. (L) Foreign currency transactions and translation: Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowings that are directly attributable to the acquisition or construction of qualifying assets, are capitalized as cost of assets. (M) Employees Benefits: Short Term Employee Benefits: All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. Expense in respect of other short term benefits is recognized on the basis of the amount paid or payable for the period during which services are rendered by the employee.
142 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 Post Employment Employee Benefits : (i) Defined Contribution Plans : (a) Provident Fund: The company makes specified monthly contribution to statutory provident fund in accordance with the Employees Provident Fund & Miscellaneous Provisions Act, 1952, which is a defined contribution plan and contribution paid or payable is recognized as an expense in the period in which services are rendered by the employee. (b) Superannuation: The Company has Superannuation Plan for its executives - a defined contribution plan. The Company makes annual contribution of the covered employees' salary, subject to maximum of ₹ 1.50 lakh per employee, for the executive opting for the benefit. The plan is managed by a Trust and the funds are invested with Life Insurance Corporation of India under its Group Superannuation Scheme. Annual contributions as specified under the Trust deed are paid to the Life Insurance Corporation of India and recognised as an expense of the year in which the liability is incurred. (ii) Defined Benefit Plans: (a) Gratuity: The Company pays gratuity to the employees who have completed five years of service with the Company at the time of resignation/superannuation. The gratuity is paid @15 days salary for every completed year of service as per the Payment of Gratuity Act, 1972. The gratuity liability amount is contributed to the approved gratuity fund formed exclusively for gratuity payment to the employees. The gratuity fund has been approved by respective Income Tax authorities. The liability in respect of gratuity is made based on actuarial valuation done by an independent agency of notified actuaries by using the projected unit credit method. Re-measurement of defined benefit plans in respect of post-employment and other long term benefits are charged to the Other Comprehensive Income. (b) Leave Encashment: Provision for leave encashment, which is a defined benefit, is made based on actuarial valuation done by an independent agency of notified actuaries by using the projected unit credit method. Actuarial Gains / Losses, if any are recognised in the statement of profit and loss. (c) Employee Share based Payments: The Company operates equity settled sharebased plan for the employees (Referred to as Employee Stock Option Plan (ESOP)). ESOPs granted to the employees are measured at the fair value of the stock options at the grant date. Such fair value of the equity settled share based payments is expensed on a straight line basis over the vesting period, based on the Company’s estimate of equity shares that will eventually vest, with a corresponding increase in equity (share based payment reserve). (N) Lease: The Company, as a lessee, recognizes a right-of-use asset and a lease liability for its leasing arrangements, if the contract conveys the right to control the use of an identified asset. The contract conveys the right to control the use of an identified asset, if it involves the use of an identified asset and the Company has substantially all of the economic benefits from use of the asset and has right to direct the use of the identified asset. The cost of the right-of-use asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs incurred. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset.
143 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the lease term. (O) Research and Development: Revenue expenditure on Research and Development is charged in the period in which it is incurred. Capital Expenditure for Research and Development is capitalised when commissioned and included in the Plant, Property and Equipment and depreciated in accordance with the policies stated for Property, Plant and Equipment. (P) Provisions, Contingent Liabilities and Contingent Assets: Provisions: Provisions are recognised when there is a present obligation as a result of a past event. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value. Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent Assets: Contingent Assets are neither recognised nor disclosed in the financial statements. (Q) Segment reporting: Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) of the Company. The CODM is responsible for allocating resources and assessing performance of the operating segments of the Company. (R) Cash and cash equivalents: Cash and cash equivalents for the purposes of cash-flow statement comprise cash at bank and in hand and short-term investments with original maturity of three months or less. (S) Earnings Per Share: The company reports basic and diluted earnings per share (EPS) in accordance with the Indian Accounting Standard specified under Section 133 of the Companies Act read with Rule 7 of the Companies (Accounts) Rules, 2014. The Basic EPS has been computed by dividing the income available to equity shareholders by the weighted average number of equity shares outstanding during the accounting year. The diluted EPS has been computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the end of the year. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effect of all potentially dilutive equity shares. 1.4 Key accounting estimates and judgements The preparation of the Company’s financial statements requires the management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
144 a) Depreciation/amortisation and useful lives of property, plant and equipment/intangible assets Property, plant and equipment/intangible assets are depreciated/amortised over the estimated useful lives of the assets, after taking into account their estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation/ amortisation to be provided during any reporting period. The useful lives and residual values are based on the Company’s historical experience with similar assets and take into account anticipated technological changes. The depreciation/ amortisation for future periods is revised if there are significant changes from previous estimates. b) Provisions Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows can take place many years in the future, the carrying amounts of provisions and liabilities are reviewed regularly and revised to take account of changing facts and circumstances. c) Defined benefit obligation The costs of providing pensions and other post-employment benefits are charged to the Statement of Profit and Loss in accordance with Ind AS 19 ‘Employee benefits’ over the period during which benefit is derived from the employees’ services. The costs are assessed on the basis of assumptions selected by the management. These assumptions include salary escalation rate, discount rates, expected rate of return on assets and mortality rates. The same is disclosed in Note 40, ‘Employee benefits’. d) Income Tax: The Company’s tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions (Refer Note 37). e) Impairment of financial assets: The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026
145 2 PROPERTY, PLANT AND EQUIPMENT 2A TANGIBLE ASSETS Particulars Gross Block Depreciation / Amortisation Net Book Value As at 01-04-2025 Additions Adjustments/ Deductions As at 31-03-2026 As at 01-04-2025 For the year Adjustments/ Deductions As at 31-03-2026 As at 31-03-2026 As at 31-03-2025 Free hold Land 223.80 - - 223.80 - - - - 223.80 223.80 Roads 931.01 447.76 - 1,378.77 489.73 71.81 - 561.54 817.23 441.28 Buildings 7,329.43 1,600.34 (0.01) 8,929.77 1,851.80 269.25 (0.00) 2,121.04 6,808.72 5,477.63 Plant and Machinery 20,913.32 4,043.81 (416.05) 24,541.08 12,772.16 1,199.63 (296.11) 13,675.68 10,865.40 8,141.16 Furniture & Fixtures 516.92 1.12 - 518.05 361.48 17.03 (0.01) 378.50 139.55 155.44 Office equipments 318.85 49.84 (10.21) 358.49 210.21 36.12 (9.51) 236.82 121.66 108.64 Computer Hardware 232.91 23.11 (12.96) 243.06 173.47 21.77 (12.03) 183.21 59.85 59.44 Vehicles 288.71 55.44 (71.49) 272.66 117.05 31.62 (67.91) 80.76 191.90 171.66 Material Handling Vehicles 235.89 18.75 (8.45) 246.19 111.57 24.81 (8.03) 128.35 117.83 124.32 Total 30,990.84 6,240.17 (519.16) 36,711.85 16,087.47 1,672.03 (393.60) 17,365.90 19,345.95 14,903.37 Previous Year 28,494.82 4,007.71 (1,511.69) 30,990.84 15,251.87 1,416.52 (580.92) 16,087.47 14,903.37 13,242.96 Notes: 1 Refer to note 17 for information on Property, plant & equipment pledged as security by the Company. 2 Refer to note 39 for disclosure of contractual commitments for the acquisition of Property, plant & equipment. 2B CAPITAL WORK IN PROGRESS Particulars As at 31-03-2026 As at 31-03-2025 Roads 4.56 - Factory Building 177.31 726.43 Plant & Machinery 179.19 1,427.16 Pre-operative Expenses 218.43 563.30 Total 579.49 2,716.89 Notes: 1 Addition to capital work in progress includes borrowing cost on Term Loan. Particulars FY 2025-26 FY 2024-25 Pre-operative Expenses 162.13 - Total 162.13 - 2 Capital-Work-in Progress (CWIP) Ageing schedule as at 31st March 2026 CWIP Amount in CWIP for a period of < 1 year 1-2 years 2-3 years > 3 years Total Projects in progress 439.38 140.11 - - 579.49 Projects temporarily suspended - - - - - Total 439.38 140.11 - - 579.49 3 Capital-Work-in Progress (CWIP) Ageing schedule as at 31st March 2025 CWIP Amount in CWIP for a period of < 1 year 1-2 years 2-3 years > 3 years Total Projects in progress 2,435.24 281.65 - - 2,716.89 Projects temporarily suspended - - - - - Total 2,435.24 281.65 - - 2,716.89 2C RIGHT OF USE ASSETS NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
146 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) Particulars Gross Block Depreciation / Amortisation Net Book Value As at 01-04-2025 Additions Deduction/ Transfers As at 31-03-2026 As at 01-04-2025 For the year Deduction/ Transfers As at 31-03-2026 As at 31-03-2026 As at 31-03-2025 Lease hold Land 1,384.13 - - 1,384.13 83.71 15.11 - 98.82 1,285.31 1,300.42 Guest Houses 16.89 (8.01) (8.88) - 3.27 5.59 (8.86) - - 13.62 Vehicles 165.24 108.39 (23.75) 249.88 123.68 40.38 (23.75) 140.32 109.56 41.56 Total 1,566.25 100.38 (32.62) 1,634.01 210.66 61.08 (32.61) 239.14 1,394.87 1,355.59 Previous Year 1,545.08 29.55 (8.38) 1,566.25 170.46 46.48 (6.28) 210.66 1,355.59 1,374.62 2D INVESTMENT PROPERTY Particulars Gross Block Depreciation / Amortisation Net Book Value As at 01-04-2025 Additions Deduction/ Transfers As at 31-03-2026 As at 01-04-2025 For the year Deduction/ Transfers As at 31-03-2026 As at 31-03-2026 As at 31-03-2025 Office Building 138.23 - - 138.23 42.61 2.32 - 44.94 93.29 95.62 Factory Building 700.21 - - 700.21 23.27 23.35 - 46.61 653.60 676.94 Total 838.44 - - 838.44 65.88 25.67 - 91.55 746.89 772.56 Previous Year 138.23 38.01 662.19 838.44 40.29 25.59 - 65.88 772.56 97.94 Information regarding Income & Expenditure of Investment Property Particulars FY 2025-26 FY 2024-25 Rental Income derived from Investment Property 70.60 67.42 Direct Operating expenses (including repairs and maintenance) generating rental income (2.89) (2.37) Direct Operating expenses (including repairs and maintenance) that did not generate rental income - - Profit from investment properties before depreciation 67.72 65.05 Depreciation (23.35) (23.27) Profit from investment properties 44.37 41.78 As at 31-Mar-2026 and 31-Mar-2025, the fair values of the Investment Property is based on Valuation report of the valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. The company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements. Fair Value of the Investment Property is as under: Fair Value Office Building Balance as at 01-Apr-2025 371.50 Fair value difference for the year 22.29 Purchases - Balance as at 31-Mar-2026 393.79 Particulars Valuation Techniques Significant unobservable inputs Range of change in fair value per 5% (+/-) change in rate per sq. mtr. As at 31-03-2026 As at 31-03-2025 Office Building Sale Comparison Technique Sales price of similar properties adjusted for peculiar factors of the property valued 19.69 18.58 Leasing arrangements
147 Investment property is leased to tenant under operating lease with rentals payable on monthly basis. The future minimum estimated lease rental income is as follows FY 2025-26 FY 2024-25 Not later than 1 year 71.62 70.60 Later than 1 year but not later than 5 years 22.34 93.96 Later than 5 years - - 2E INTANGIBLE ASSETS Particulars Gross Block Depreciation / Amortisation Net Book Value As at 01-04-2025 Additions Deduction/ Transfers As at 31-03-2026 As at 01-04-2025 For the year Deduction/ Transfers As at 31-03-2026 As at 31-03-2026 As at 31-03-2025 Computer Software 233.83 20.00 - 253.83 212.65 3.45 - 216.10 37.73 21.18 Copyrights 11.06 - - 11.06 11.06 - - 11.06 - - Trademark 2.58 - - 2.58 2.58 - - 2.58 - - TOTAL 247.48 20.00 - 267.48 226.29 3.45 - 229.74 37.73 21.18 Previous Year 246.45 3.80 (2.78) 247.48 225.37 3.56 (2.64) 226.29 21.18 21.08 2F INTANGIBLE ASSETS UNDER DEVELOPMENT Particulars As at 31-03-2026 As at 31-03-2025 Computer Software, Trademark, Brand and Patents 13.69 - Notes 1 Intangible Assets Under Development (IAUD) Ageing schedule as at 31st March 2026 IAUD Amount in CWIP for a period of < 1 year 1-2 years 2-3 years > 3 years Total Projects in progress 13.69 - - - 13.69 Projects temporarily suspended - - - - - Total 13.69 - - - 13.69 2 Intangible Assets Under Development (IAUD) Ageing schedule as at 31st March 2025 IAUD Amount in CWIP for a period of < 1 year 1-2 years 2-3 years > 3 years Total Projects in progress - - - - - Projects temporarily suspended - - - - - Total - - - - - 3 NON CURRENT FINANCIAL ASSETS : INVESTMENTS NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
148 Face Value (in `) As at 31-03-2026 As at 31-03-2025 Units (Nos) ( ` in lakhs) Units (Nos) ( ` in lakhs) Investments measured at Fair Value Through Profit and Loss (FVTPL) Investment in capital Gripsurya Recycling LLP 581.89 487.99 Investments measured at Cost Investment in equity shares of subsidiary GRP Circular Solutions Limited 10 7,000,000 700.00 2,000,000 200.00 Investment in equity shares of other Companies* Narmada Clean Tech 10 1,29,000 12.90 1,29,000 12.90 BECIS Solar 5 Private Limited (SPV) 1 351,351 3.55 - TOTAL 1,298.34 700.89 Particulars As at 31-03-2026 As at 31-03-2025 Aggregate amount of Unquoted Investments 1,298.34 700.89 Category-wise Non current investment Financial Assets measured at Cost 716.45 212.90 Financial Assets measured at Fair value through Profit & Loss 581.89 487.99 Total Investment - Non Current 1,298.34 700.89 *The Company has made contribution in the Equity Shares of following companies for acquiring membership in those companies for operation purposes. Hence, investment in such companies are valued at cost. 4 NON CURRENT FINANCIAL ASSETS : OTHERS As at 31-03-2026 As at 31-03-2025 At Amortized Cost Security Deposits 208.25 341.00 TOTAL 208.25 341.00 5 OTHER NON CURRENT ASSETS (UNSECURED, CONSIDERED GOOD) As at 31-03-2026 As at 31-03-2025 Capital Advances 864.95 496.06 Advances other than capital advances 2.38 2.33 Prepaid Expenses 13.70 28.24 TOTAL 881.03 526.63 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
149 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) 6 INVENTORIES As at 31-03-2026 As at 31-03-2025 Raw Materials - In hand 1,545.16 1,864.21 - In transit 361.65 194.01 Work-in-progress 609.98 560.85 Finished goods - In hand 1,249.91 1,424.35 - In transit 592.41 445.81 Stores and spares 325.33 276.29 Fuel Materials 38.56 15.08 Packing Materials 104.36 106.04 Stock of Others 37.55 107.60 TOTAL 4,864.90 4,994.24 Note: Inventories written down to net realisable value during the year Particulars FY 2025-26 FY 2024-25 Raw Materials 4.34 11.74 Work-in-progress 9.78 79.46 Finished goods 356.33 94.29 Stores and spares - 7.38 Packing Materials - 0.93 7 CURRENT FINANCIAL ASSETS : INVESTMENTS Particulars Face Value (in `) As at 31-03-2026 As at 31-03-2025 Units (Nos) ( ` in lakhs) Units (Nos) ( ` in lakhs) Investments measured at Fair Value Through Profit and Loss (FVTPL) Investment in Portfolio Management Services Mutual fund 628,254 1,246.33 6,418 24.62 Others 0.04 166,120 126.27 Investments measured at Cost Investment in equity shares of other Companies* Amplus Ampere Private Limited 10 950,400 95.04 - - TOTAL 1,341.41 150.90 *The Company has made contribution in the Equity Shares of following companies for operation purposes. Hence, investment in such companies are valued at cost. Particulars As at 31-03-2026 As at 31-03-2025 Aggregate amount of Unquoted investment 95.04 - Aggregate amount of quoted investment 1,188.08 229.21 Market value of quoted investment 1,246.37 150.90 Category-wise Current investment Financial Assets measured at Cost 95.04 - Financial Assets measured at Fair value through Profit & Loss 1,246.37 150.90 Total Investment 1,341.41 150.90 8 CURRENT FINANCIAL ASSETS : TRADE RECEIVABLES As at 31-03-2026 As at 31-03-2025 Trade Receivables considered good - Unsecured 11,454.00 10,231.82 Trade Receivables - credit impaired 60.83 60.26 TOTAL 11,514.83 10,292.08 Less: Allowance for expected credit loss (60.83) (60.26) TOTAL 11,454.00 10,231.82
150 Movement of Impairment Allowance (allowance for expected credit loss) Particulars FY 2025-26 FY 2024-25 Impairment Allowance Opening Balance 60.26 29.69 Provided during the year 0.56 30.57 Amount Written back - - Amount Written Off - - Closing Balance 60.83 60.26 Trade Receivables ageing schedule as at 31st March, 2026 Particulars Outstanding for following periods from due date of payment Not Due Less than 6 months 6 months - 1 Year 1 - 2 Years 2 - 3 Years More than 3 Years Total (i) Undisputed Trade receivables - considered good 8,210.33 2,788.06 204.59 251.02 - - 11,454.00 (ii) Undisputed Trade Receivables - which have significant increase in credit risk - - - - - - - (iii) Undisputed Trade Receivables - credit impaired - - - - - - - (iv) Disputed Trade Receivables - considered good - - - - - - - (v) Disputed Trade Receivables - which have significant increase in credit risk - - - - - - - (vi) Disputed Trade Receivables - credit impaired - - 0.56 - 30.57 29.69 60.83 Total 8,210.33 2,788.06 205.15 251.02 30.57 29.69 11,514.83 Less: Allowance for expected credit loss (60.83) Total 11,454.00 Trade Receivables ageing schedule as at 31st March, 2025 Particulars Outstanding for following periods from due date of payment Not Due Less than 6 months 6 months - 1 Year 1 - 2 Years 2 - 3 Years More than 3 Years Total (i) Undisputed Trade receivables - considered good 7,884.90 2,164.09 150.10 32.72 - - 10,231.82 (ii) Undisputed Trade Receivables - which have significant increase in credit risk - - - - - - - (iii) Undisputed Trade Receivables - credit impaired - - - - - - - (iv) Disputed Trade Receivables - considered good - - - - - - - (v) Disputed Trade Receivables - which have significant increase in credit risk - - - - - - - (vi) Disputed Trade Receivables - credit impaired - - - 30.57 - 29.69 60.26 Total 7,884.90 2,164.09 150.10 63.29 - 29.69 10,292.08 Less: Allowance for expected credit loss (60.26) Total 10,231.82 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
151 9 CURRENT FINANCIAL ASSETS : CASH AND CASH EQUIVALENTS As at 31-03-2026 As at 31-03-2025 Balances with Banks - Current Accounts 2.02 93.12 - Cash Credit Accounts - 14.92 - EEFC Accounts 35.64 1.91 Cash on hand 3.55 2.20 TOTAL 41.21 112.16 10 CURRENT FINANCIAL ASSETS : OTHER BANK BALANCES As at 31-03-2026 As at 31-03-2025 Other Bank Balances Unclaimed dividend accounts 10.53 9.91 Term deposits held as margin money against bank guarantee and other commitments 4.02 3.75 TOTAL 14.55 13.67 11 CURRENT FINANCIAL ASSETS : LOANS (UNSECURED, CONSIDERED GOOD) As at 31-03-2026 As at 31-03-2025 Loan to Subsidiary company (refer note 41) 852.50 859.00 TOTAL 852.50 859.00 The company has given an unsecured loan to GRP Circular Solutions Ltd, a wholly owned subsidiary, to set up a manufacturing facility. The loan has an interest rate of 9.00% (FY 24-25: 9.00%) per annum and is repayable on demand. Type of Borrower Amount of loan or advance in the nature of loan outstanding Percentage to the total Loans and Advances in the nature of loans Promoter - - Directors - - KMPs - - Related Parties 852.50 100% 12 CURRENT FINANCIAL ASSETS : OTHERS As at 31-03-2026 As at 31-03-2025 Accrued Income 2,379.12 2,362.79 Security Deposits 80.84 80.75 Forward Contract Receivable - 6.04 Other Current Financial Assets 10.86 32.75 TOTAL 2,470.81 2,482.34 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
152 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) 13 CURRENT TAX ASSETS (NET)* As at 31-03-2026 As at 31-03-2025 Opening Balance (274.09) - Add: Provision for Income-tax for the year (0.00) - Add: Tax on defined benefit plans 8.37 - Add: Short / (Excess) Provision for earlier years 160.85 - Add: Advance Tax Paid 682.75 - Closing Balance 577.88 - *refer note 28 14 OTHER CURRENT ASSETS (UNSECURED, CONSIDERED GOOD) As at 31-03-2026 As at 31-03-2025 Advances other than capital advances 409.17 298.44 Balance with Central Excise, GST and State Authorities 185.18 277.70 Prepaid Expenses 208.02 192.05 Receivable from GRP Ltd Employees Group Gratuity Trust 24.80 1.92 Export Incentive Receivables 62.86 70.23 CSR Excess Spent (refer note 44) 0.25 18.90 TOTAL 890.30 859.23 15 EQUITY As at 31-03-2026 As at 31-03-2025 Authorized 1,00,00,000 (Previous year: 1,00,00,000) equity shares of ₹ 10 each 1,000.00 1,000.00 Issued, Subscribed and fully Paid up 53,33,332 (Previous year: 53,33,332) equity shares of ₹ 10 each 533.33 533.33 TOTAL 533.33 533.33 Particulars As at 31-03-2026 As at 31-03-2025 Units (Nos) (` in lakhs) Units (Nos) (` in lakhs) At the beginning of the year 5,333,332 533.33 1,333,333 133.33 Add: Issued for bonus shares during the year* - - 3,999,999 400.00 At the end of the year 5,333,332 533.33 5,333,332 533.33 During the previous financial year, the company has issued and allotted bonus equity shares to the eligible shareholders on the book closure date (i.e. 12th August, 2024) in the ratio of 3:1, resulting in an increase in Issued Share Capital by capitalising Reserves of the Company. Rights, preferences and restrictions attached to shares 1. The Company has only one class of shares referred to as equity shares having a par value of ₹ 10/-. Each holder of equity shares is entitled to one vote per share. 2. In the event of liquidation of the Company, the holders of the equity shares of the Company will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts in proportion to their shareholding.
153 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) Details of shares held by shareholders holding more than 5% of the aggregate shares in the company: As at 31-03-2026 As at 31-03-2025 Shares (Nos) % of Holding Shares (Nos) % of Holding Meera Philip 3,26,664 6.12% 326,664 6.12% Shareholding Pattern of Promoters / Promoter Group at the end of the year: Sr. No. Promoter / Promoter Group Name As at 31-03-2026 As at 31-03-2025 % change during the year* No. of Shares % of Total Shares No. of Shares % of Total Shares 1 Jagdish Manharlal Desai HUF 900 0.02% 900 0.02% 0.00% 2 Mahesh Vadilal Gandhi HUF - 0.00% 2,704 0.05% -100.00% 3 Rajendra Vadilal Gandhi HUF - 0.00% 188,756 3.54% -100.00% 4 Miss.Miloni Siddharth Parekh 159,768 3.00% 159,092 2.98% 0.42% 5 Miss.Khyati Mahesh Gandhi 12,000 0.23% 12,000 0.23% 0.00% 6 Mahesh Vadilal Gandhi 22,056 0.41% 22,056 0.41% 0.00% 7 Nikhil Manharlal Desai 20 0.00% 20 0.00% 0.00% 8 Jagdish Manharlal Desai 100 0.00% 100 0.00% 0.00% 9 Vaishali Rajendra Gandhi 83,636 1.57% 83,636 1.57% 0.00% 10 Amishi Rakesh Gandhi 159,768 3.00% 159,092 2.98% 0.42% 11 Harish Vadilal Gandhi 130,432 2.45% 130,432 2.45% 0.00% 12 Rashmi Mahesh Gandhi 14,744 0.28% 14,744 0.28% 0.00% 13 Mamta Rajesh Salot 159,768 3.00% 159,092 2.98% 0.42% 14 Devyani C Tolia 672 0.01% 672 0.01% 0.00% 15 Harsh Rajendra Gandhi HUF 171,168 3.21% 93,108 1.75% 83.84% 16 Rajendra Vadilal Gandhi 259,540 4.87% 148,844 2.79% 74.37% 17 Nayna Rajendra Gandhi 168,152 3.15% 218,152 4.09% -22.92% 18 Jayvanti Manharlal Desai 1,200 0.02% 1,200 0.02% 0.00% 19 Nehal Rajendra Gandhi 22,436 0.42% 22,436 0.42% 0.00% 20 Hemal Harsh Gandhi 62,948 1.18% 62,948 1.18% 0.00% 21 Rekha A Kothari 19,612 0.37% 19,612 0.37% 0.00% 22 Varsha Hitesh Shah 17,880 0.34% 17,880 0.34% 0.00% 23 Harsh Rajendra Gandhi 159,996 3.00% 159,996 3.00% 0.00% 24 Khyati S Desai 147,768 2.77% 147,092 2.76% 0.46% 25 Harsh Rajendra Gandhi( As A Trustee of Aarav Trust ) 198,068 3.71% 148,068 2.78% 33.77% 26 Ghatkopar Estate & Finance Corp. Pvt.Ltd. 53,332 1.00% 53,332 1.00% 0.00% 27 Industrial Development & Investment Co. Pvt Ltd. 56,000 1.05% 56,000 1.05% 0.00% 28 Enarjee Consultancy And Trading Co.LLP 54,456 1.02% 54,456 1.02% 0.00% 16 OTHER EQUITY As at 31-03-2026 As at 31-03-2025 Reserves and Surplus a) Capital reserve Special capital incentive and subsidy Balance as per last Balance sheet i) 53.30 53.30 Profit on re-issue of forfeited shares Balance as per last Balance sheet - 0.01 Less: Utilised against issue of Bonus shares - (0.01) Balance at the end of the year ii) - - Balance at the end of the year i) + ii) 53.30 53.30
154 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) 16 OTHER EQUITY As at 31-03-2026 As at 31-03-2025 b) Securities Premium Balance as per last Balance sheet - 41.67 Less: Utilised against issue of Bonus shares - (41.67) Balance at the end of the year - - c) General Reserve Balance as at beginning of the year 6,141.68 6,500.00 Less: Utilised against issue of Bonus shares - (358.32) Balance as at the end of the year 6,141.68 6,141.68 d) Share Based Payment Reserve Balance as at beginning of the year 46.72 - Add: Transferred from the statement of profit and loss account 142.30 46.72 Balance as at the end of the year 189.01 46.72 e) Retained Earnings As per last Balance sheet 13,216.88 10,045.28 Add: Profit for the year 892.67 3,786.02 Add: Remeasurement gain/(loss) of defined benefit plans (24.88) (114.42) Less: Appropriations : Dividend on Equity Shares (Dividend per Share ₹ 14.50, Previous year ₹ 37.50) (773.33) (500.00) Balance as at the end of the year 13,311.32 13,216.88 f) Other Comprehensive Income (OCI) As per last Balance sheet 32.56 45.48 Add: Movement in OCI (Net) during the year (993.27) (12.93) Balance as at the end of the year (960.71) 32.56 TOTAL 18,734.60 19,491.13 Description of nature and purpose of each reserve - General Reserve - General reserve is created from time to time by way of transfer from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income. - Capital Reserve - Capital reserve includes Special capital incentive and subsidy received from the Government for setting up or expansion of an industrial undertaking in undeveloped area of State, and is credited to Special capital incentive and profit on re-issue of forfeited shares. - Securities Premium Reserve - Securities premium reserve represents the premium received on issue of equity shares. - Share Based Payment Reserve - This represents the fair value of the stock options granted by the Company under the GRP Employee Stock Option Plan 2024 (ESOP 2024) accumulated over the vesting period. The reserve will be utilized on exercise of the options. Please refer Note 40 D for detailed disclosure on Share based payments. 17 NON CURRENT FINANCIAL LIABILITIES : BORROWINGS As at 31-03-2026 As at 31-03-2025 As at 31-03-2026 As at 31-03-2025 Current Maturity Non - Current portion Secured - At Amortised Cost Term Loans from Banks - Foreign Currency Loan 274.55 228.89 531.22 682.46 - Rupee Loan 476.05 685.35 123.88 599.81
155 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) Term Loans from Others - Foreign Currency Loan - - 7,727.34 1,933.89 Deferred Payment Liability 13.11 20.05 81.33 94.43 763.70 934.30 8,463.76 3,310.59 Amount disclosed under the head Current Financial Liabilities : Borrowings (refer note 22) (763.70) (934.30) - - TOTAL - - 8,463.76 3,310.59 1 Borrowings are measured at amortised Cost Nature of security and terms of repayment for borrowings: 2 Rupee loan from HDFC Bank Ltd of Nil (Net of processing charges) (31-Mar-2025: ₹ 210.68 lakhs) for Working Capital. Second pari passu charge by way of hypothecation of entire current assets, both present and future at par with other banks. Second pari passu charge on entire property, plant and equipment located at Ankleshwar & Panoli plant of the company at par with other banks. Loan is repaid on 27-Mar-2026. 3 Rupee loan from HDFC Bank Ltd of ₹ 352.51 lakhs (Net of processing charges) (31-Mar-2025: ₹ 703.85 lakhs) for Capex. First exclusive charge by way of hypothecation of plant & machinery which are funded through this loan and by way of extension of equitable mortgage on office at 510, Kohinoor City, Kurla (West), Mumbai. Repayable in 54 equal monthly instalments beginning from 02-Oct-2022 along with interest @ 8.04% p.a. (FY 24-25 : 9.27% p.a.) 4 Rupee loan from HDFC Bank Ltd of ₹ 247.41 lakhs (Net of processing charges) (31-Mar-2025: ₹ 370.63 lakhs) for Working Capital. Second pari passu charge by way of hypothecation of entire current assets, both present and future at par with other banks. Second pari passu charge on entire property, plant and equipment located at Ankleshwar & Panoli plant of the company at par with other banks. Repayable in 48 equal monthly instalments beginning from 01-Apr-2024 along with interest @ 9.00% p.a. (FY 24-25 : 9.00% p.a.) 5 Foreign currency loan from Kotak Mahindra Bank Ltd of ₹ 805.76 lakhs (Net of processing charges) (31-Mar-2025: ₹ 911.35 lakhs) for Capex. First pari passu hypothecation charge to be shared with Citi Bank & HDFC Bank on all existing and future receivables/ current assets/moveable fixed assets at par with other banks. Exclusive charge of Kotak Mahindra Bank Ltd on Movable Fixed Assets funded through Kotak Mahindra Bank Ltd Term Loan. First pari passu charge on land & building located at Ankleshwar & Panoli plant of the company at par with other banks. Repayable in 60 equal monthly instalments beginning from 25-Mar-2024 along with interest @ 5.19% p.a. (FY 24-25 : 5.19% p.a.) 6 Foreign currency loan from Proparco of ₹ 7,727.34 lakhs (Net of processing charges) (31-Mar-2025: ₹ 1,933.89 lakhs) for Capex. First and exclusive charge created of hypothecation created on plant and machinery located at D-16, Chincholi Industrial Area, Mohol, Solapur and by way of Indenture of mortgage on the commercial office premises located at 601 & 602 Presidential Plaza, Ghatkopar (West), Mumbai and 509B, Kohinoor City, Kurla (West), Mumbai Repayable in 11 equal half yearly instalments beginning from 15-Jun-2027 along with interest @ 5.55% p.a. (FY 24-25 : 5.91% p.a.) 7 Deferred Payment Liability a Vehicle loan of ₹ Nil (31-Mar-2025: ₹ 8.17 lakhs) is secured by vehicles under hypothecation with Bank. Loan is repayable in 39 monthly instalments from Dec-2022 along with interest @ 7.90% p.a. Loan is repaid on 7-Feb-2026.
156 b Vehicle loan of ₹ 14.17 lakhs (31-Mar-2025: ₹ 18.35 lakhs) is secured by vehicles under hypothecation with Bank. Loan is repayable in 60 monthly instalments from Feb-2024 along with interest @ 9.20% p.a. c Vehicle loan of ₹ 80.27 lakhs (31-Mar-2025: ₹ 87.96) is secured by vehicles under hypothecation with NBFC. Loan is repayable in 60 monthly instalments from Feb-2024 along with interest @ 10.25% p.a. 8 For explanation on the company's Interest rate risk and foreign currency risk refer Note 50 18 NON CURRENT FINANCIAL LIABILITIES : LEASE LIABILITIES As at 31-03-2026 As at 31-03-2025 As at 31-03-2026 As at 31-03-2025 Current Maturity Non - Current portion Lease Liability 36.02 31.56 75.32 26.32 Amount disclosed under the head Current Financial Liabilities : Lease Liabilities (refer note 23) (36.02) (31.56) - - TOTAL - - 75.32 26.32 A The aggregate maturities of long term leases, based on contractual undiscounted cash flows are as follows : Lease Liabilities As at 31-03-2026 As at 31-03-2025 Less than 1 Year 44.46 34.93 1 Year to 5 Years 84.74 28.11 More than 5 Years - - Total 129.21 63.05 Carrying value 111.34 57.88 B Movement in lease liabilities FY 2025-26 FY 2024-25 Balance as at 1st April 57.88 62.41 Additions 108.39 29.14 Deletions -8.64 - Repayment (46.29) (33.66) Balance as at 31st March 111.34 57.88 C Amounts with respect to leases recognised in the Statement of Profit and Loss and Cash Flow Statement Particulars FY 2025-26 FY 2024-25 Amount recognised in the statement of Profit & Loss Interest on lease liabilities (refer note 33) 8.90 4.87 Depreciation expenses (refer note 2C) 61.08 46.48 Amount recognised in the cashflow statement Repayment of lease liabilities 46.29 33.66 Interest paid on lease liabilities 8.90 4.87 19 NON CURRENT FINANCIAL LIABILITIES : OTHERS As at 31-03-2026 As at 31-03-2025 Security Deposit for Let out property 9.30 9.30 TOTAL 9.30 9.30 20 NON CURRENT LIABILITIES : PROVISIONS As at 31-03-2026 As at 31-03-2025 Provision for Leave encashment 241.97 194.83 Provision for Gratuity payment* 53.84 225.44 TOTAL 295.80 420.27 *For Disclosure as per IND-AS 19 'Employee Benefits' refer note no 40 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026
157 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) 21 DEFERRED TAX LIABILITIES (NET): As at 31-03-2026 As at 31-03-2025 At the start of the year 1,386.07 1221.90 Charge/(credit) to Statement of Profit and Loss 320.56 168.52 Charge/(credit) to Other Comprehensive Income (334.06) (4.35) At the end of year 1,372.56 1,386.07 Component of Deferred tax liabilities / (asset) As at 31-03-2025 Charge / (credit) to Profit and Loss Charge / (credit) to Other Comprehensive Income As at 31-03-2026 Deferred tax liabilities / (asset) in relation to: Property, plant and equipment 1,552.33 451.82 - 2,004.15 Financial assets (21.53) 31.10 - 9.57 Financial Liabilities (28.08) (94.90) - (122.98) Loan and advances (49.58) (20.80) - (70.38) Provisions (15.17) (0.14) - (15.31) Others (51.90) (46.53) (334.06) (432.48) TOTAL 1,386.07 320.56 (334.06) 1,372.56 22 CURRENT FINANCIAL LIABILITIES : BORROWINGS As at 31-03-2026 As at 31-03-2025 Secured - At Amortised Cost Working Capital Loan payable on demand from banks Foreign Currency Loans 60.00 3,723.95 Rupee Loans 10,698.36 5,690.58 Current maturities of Long-term borrowings (refer note 17) 763.70 934.30 TOTAL 11,522.06 10,348.83 Nature of security and terms of repayment for secured borrowings: 1 Working Capital Loan from HDFC Bank Ltd of ₹ 5,518.85 lakhs (31-Mar-2025: ₹ 5,224.93 lakhs) First pari passu charge by way of hypothecation of entire current assets, both present and future at par with other banks. First pari passu charge on entire property, plant and equipment located at Ankleshwar & Panoli plant of the company at par with other banks. 2 Working Capital Loan from Citi Bank N.A. of ₹ 3,014.18 lakhs (31-Mar-2025: ₹ 3,006.06 lakhs) First pari passu charge in favour of Citi Bank N.A. by way of hypothecation of entire Fixed assets both movable and immovable, both present & future of the company located at Manufacturing unit at Ankleshwar & Panoli Plant, Gujarat at par with other banks. 3 Working Capital Loan from Kotak Mahindra Bank Ltd. of ₹ 2,225.33 lakhs (31-Mar-2025: ₹ 1,183.55 lakhs) First pari passu charge by way of hypothecation of entire current assets, both present and future at par with other banks. First pari passu charge on entire property, plant and equipment located at Ankleshwar & Panoli plant of the company at par with other banks. 4 For explanation on the company's Interest risk and foreign currency risk refer Note 50 5 The company has borrowings from bank and financial institution on the basis of security of current asset and in following instances. There were differences in quarterly statements of current asset filed by the company with the bank. The summary of reconciliation is as follows:
158 Quarter ended Particulars of Securities Provided Amount as per books of accounts Amount as reported in the quarterly return/ statement Amount of difference Reason for differences June/2025 Inventories 4,773.90 4,645.94 127.96 Majorly on account of stock of RoDTeP scrips September/2025 Inventories 4,628.08 4,555.70 72.38 Majorly on account of stock of RoDTeP scrips December/2025 Inventories 4,966.96 4,917.78 49.18 Majorly on account of stock of RoDTeP scrips March/2026 Inventories 4,864.90 4,369.15 495.75 Majorly on account of stock of RoDTeP scrips & valuation of stock in transit. June/2025 Trade Receivables (Net of Advances) 8,971.74 9,053.68 (81.94) On Account of Regrouping September/2025 Trade Receivables (Net of Advances) 9,912.10 9,916.31 (4.21) On Account of Regrouping December/2025 Trade Receivables (Net of Advances) 10,192.28 10,111.59 80.69 On Account of Regrouping March/2026 Trade Receivables (Net of Advances) 11,387.15 11,347.61 39.54 On Account of Regrouping 23 CURRENT FINANCIAL LIABILITIES : LEASE LIABILITIES As at 31-03-2026 As at 31-03-2025 Lease Liability (refer note 18) 36.02 31.56 TOTAL 36.02 31.56 24 CURRENT FINANCIAL LIABILITIES : TRADE PAYABLES As at 31-03-2026 As at 31-03-2025 Dues of micro and small enterprises 1,388.95 1,200.58 Dues of creditors other than micro and small enterprises 1,650.44 1,655.57 TOTAL 3,039.40 2,856.15 Details of Micro and Small Enterprises as defined under Micro, Small and Medium Enterprises Development Act,2006 ("MSMED Act"). To comply with the requirement of The Micro, Small and Medium Enterprises Development Act, 2006, the Company requested its suppliers to confirm it whether they are covered as Micro, Small or Medium enterprise as is defined in the said Act. Based on the communication received from such suppliers confirming their coverage as such enterprise, the company has recognized them for the necessary treatment as provided under the Act, from the date of receipt of such confirmations and are disclosed in note below. Particulars As at 31-03-2026 As at 31-03-2025 The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year - Principal amount outstanding (whether due or not) to micro and small enterprises 1,514.91 1,200.58 - Interest due thereon 2.16 0.70 The amount of interest paid by the Company in terms of section 16 of the MSMED Act, 2006. - - The amount of payment made to the supplier beyond the appointed day during the year 2,692.02 2,065.40 Amount of interest due and payable on delayed payments 25.10 23.21 Amount of interest accrued and remaining unpaid as at year end (Net of reversal) 67.48 65.64 The amount of further interest due and payable even in the succeeding year - - NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
159 Trade Payables Ageing schedule as at 31st March, 2026 Particulars Outstanding for following periods from due date of payment Not Due Less than 1 Year 1 - 2 Years 2 - 3 Years More than 3 Years Total MSME 1,089.80 299.12 0.04 - - 1,388.95 Others 1,269.58 371.32 1.92 7.59 0.03 1,650.44 Disputed dues - MSME - - - - - - Disputed dues - Others - - - - - - Total 2,359.37 670.44 1.97 7.59 0.03 3,039.40 Trade Payables Ageing schedule as at 31st March, 2025 Particulars Outstanding for following periods from due date of payment Not Due Less than 1 Year 1 - 2 Years 2 - 3 Years More than 3 Years Total MSME 531.85 667.10 1.56 0.07 - 1,200.58 Others 768.62 875.19 4.66 0.18 6.92 1,655.57 Disputed dues - MSME - - - - - - Disputed dues - Others - - - - - - Total 1,300.47 1,542.29 6.22 0.25 6.92 2,856.15 25 CURRENT FINANCIAL LIABILITIES : OTHERS As at 31-03-2026 As at 31-03-2025 Interest accrued but not due on borrowings 268.99 118.41 Unclaimed Dividend* 10.53 9.91 Creditors for Capital Goods & Services** (refer note 24) 265.00 315.72 Deposit from Dealers 75.40 75.40 Forward Contract Payable 584.08 - Employee Benefits Payable 184.43 194.62 TOTAL 1,388.44 714.06 *There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund as on 31st March, 2026. **Creditors for Capital Goods & Services includes MSME Creditors amounting ₹ 125.96 lakhs (31-Mar-2025: ₹ Nil) 26 OTHER CURRENT LIABILITIES As at 31-03-2026 As at 31-03-2025 Advances from customers 66.86 60.42 Statutory dues payable 111.03 129.13 Others* 1,104.45 1,218.21 TOTAL 1,282.33 1,407.77 *Others represents Creditors for expenses. 27 CURRENT LIABILITIES : PROVISIONS As at 31-03-2026 As at 31-03-2025 Current maturities of Long-term provisions of Employees Benefit expenses Provision for Leave encashment 35.09 39.30 Provision for Gratuity* 225.80 192.69 TOTAL 260.89 232.00 *For Disclosure as per IND-AS 19 'Employee Benefits' refer note no 40 28 CURRENT TAX LIABILITIES (NET)* As at 31-03-2026 As at 31-03-2025 Opening Balance - 31.28 Add: Provision for Income-tax for the year - 967.29 Add: Tax on defined benefit plans - 38.48 Less: Short / (Excess) Provision for earlier years - 4.20 Less: Advance Tax Paid - (767.17) Closing Balance - 274.09 *refer note 13 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
160 29 REVENUE FROM OPERATIONS: Year ended 31-03-2026 Year ended 31-03-2025 Revenue from Operations 54,018.37 51,876.16 Less: Goods and Service Tax Recovered 4,428.49 3,721.39 Sale of Finished Goods 49,589.88 48,154.78 Other Operating Income Power generation from Windmill & Solar energy 598.15 526.26 Export incentives 428.21 483.80 Sale / Accrual of EPR Credits 1,989.92 4,262.26 Total 3,016.28 5,272.31 Revenue from Operations (Net) 52,606.16 53,427.09 Disaggregation of Revenue Revenue based on Geography Particulars Year ended 31-03-2026 Year ended 31-03-2025 Export 25,582.48 27,965.11 Domestic 27,023.69 25,461.98 TOTAL 52,606.16 53,427.09 30 OTHER INCOME: Year ended 31-03-2026 Year ended 31-03-2025 Interest Income 95.96 108.68 Rent Income 70.60 67.42 Dividend Income - 3.67 Share of Profit LLP 93.91 158.83 Net Gain on Sale of Property, Plant and Equipment - 5.90 Subsidy Income 95.43 94.68 Net Income on Sale of Financial Assets (FVTPL) - Realised Gain 77.59 2.10 - Unrealised Gain 58.29 (27.35) Other Non-operating Income 2.08 11.31 TOTAL 493.86 425.24 31 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE: Year ended 31-03-2026 Year ended 31-03-2025 Inventories at the beginning of the year: Finished goods 1,424.35 1,009.73 Goods-in-transit (Finished Goods) 445.81 600.73 Work-in-progress 560.85 752.14 (A) 2,431.01 2,362.61 Inventories at the end of the year: Finished goods 1,249.91 1,424.35 Goods-in-transit (Finished Goods) 592.41 445.81 Work-in-progress 609.98 560.85 (B) 2,452.29 2,431.01 TOTAL (A) - (B) (21.28) (68.41) 32 EMPLOYEE BENEFITS EXPENSES: Year ended 31-03-2026 Year ended 31-03-2025 Salaries and Wages 5,031.96 5,039.71 Contribution to Provident fund and Other funds (refer note 36) 410.02 458.27 Staff Welfare and other benefits 327.26 433.17 Share Based Payment Expenses* 142.30 46.72 TOTAL 5,911.53 5,977.86 *For Disclosure as per IND-AS 19 'Employee Benefits' refer note no 40 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
161 33 FINANCE COST: Year ended 31-03-2026 Year ended 31-03-2025 Interest on Term & Working Capital Loans 1,225.57 820.16 Applicable loss on foreign currency transactions and translation 44.03 17.37 Interest on Lease liability 8.90 4.87 Interest on Other Loans 42.28 40.22 Financial Charges 102.13 89.95 TOTAL 1,422.91 972.56 * Interest Expenses are net of Interest Capitalised of ₹ 161.13 lakhs (Previous year ₹ Nil) (Refer note 2B) 34 DEPRECIATION AND AMORTIZATION EXPENSES: Year ended 31-03-2026 Year ended 31-03-2025 Depreciation on Property, Plant & Equipment 1,733.11 1,463.00 Depreciation on Investment Property 25.67 25.59 Amortisation of Intangible Assets 3.45 3.56 TOTAL 1,762.23 1,492.16 35 OTHER EXPENSES: Year ended 31-03-2026 Year ended 31-03-2025 Manufacturing Expenses Packing Material consumed 1,244.61 1,339.24 Job Work Charges 10.36 20.82 Stores and Spare Parts Consumed 696.70 748.61 Utilities Consumed:- - Power Consumption 4,861.35 5,121.52 - Fuel Consumption 952.94 1,101.15 - Water Consumption 67.36 56.97 Repairs & Maintenance Expenses:- - Plant & Machineries 419.76 451.76 - Factory Buildings 13.70 38.24 Contract Labour Charges 2,085.74 2,152.08 10,352.53 11,030.42 Sales & Distribution expenses Freight & Forwarding expenses 3,025.51 3,673.76 Other Selling and Distribution expenses 171.57 175.72 3,197.09 3,849.48 Administration & Other Expenses Insurance 114.33 149.24 Vehicle Expenses 57.55 42.60 Printing & Stationery 21.62 23.87 Advertisements 2.72 10.83 Rent, Short Term Lease Rent & Other Charges 4.69 2.58 Repairs to Other Assets 134.33 168.77 Legal & Professional charges 470.58 409.93 Travelling & Conveyance 237.10 224.35 Postage & Telephones 28.48 29.73 Allowance for expected credit loss provided 0.56 30.57 Net (Gain) / Loss on foreign currency transactions and translation 405.25 (382.76) Payment to Auditors (Refer note 38) 23.21 18.47 Directors' Sitting Fees 21.30 16.50 Commission to Director 20.00 15.00 Rate and Taxes 83.41 98.94 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
162 35 OTHER EXPENSES: Year ended 31-03-2026 Year ended 31-03-2025 Corporate Social Responsibility Expense (Refer note 44) 66.65 38.07 Factory / Office Expenses 51.08 80.88 Office electricity expenses 11.97 15.69 Other Expenses 216.20 238.63 Property, Plant and Equipment discarded 71.07 82.92 Net Loss on Sale of Property, Plant and Equipment 10.15 - 2,052.25 1,314.80 TOTAL 15,601.86 16,194.70 36 EXCEPTIONAL ITEMS: Year ended 31-03-2026 Year ended 31-03-2025 Impact of Labour codes 140.41 - TOTAL 140.41 - The Government of India has consolidated 29 existing labour legislations into a unified framework comprising four labour codes viz the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the ""Labour Codes""). The Codes have been made effective from 21st November, 2025. The new Labour Codes have resulted in one time increase in provision for employee benefit of the company. The incremental impact of these changes amounts to ₹ 140.41 lakhs, based on the information available and consistent with the guidance provided by the Institute of Chartered Accountants of India, has been recognised and presented as Exceptional Items in the standalone financial results of the Company for the year ended 31st March, 2026. The Company will continue to monitor the developments pertaining to the labour codes and will evaluate the impact, if any, on the measurement of the employee benefit liabilities. 37 INCOME TAX: A The note below details the major components of income tax expenses for the year ended 31-March-26 and 31-March-25. The note further describes the significant estimates made in relation to company's income tax position and also explains how the income tax expense is impacted by non-assessable and non-deductible items. Particulars Year ended 31-03-2026 Year ended 31-03-2025 Current Tax 160.85 1,048.45 Current Tax - 1,044.25 (Excess) / Short Provision for earlier years 160.85 4.20 Deferred Tax 320.56 168.52 Deferred Tax 320.56 168.52 Income tax expense reported in the statement of profit and loss 481.41 1,216.97 Other Comprehensive Income (OCI) Income tax relating to items that will not be reclassified to profit or loss (8.37) (38.48) Deferred tax relating to items that will be reclassified to profit or loss (334.06) (4.35) B Reconciliation of tax expenses and the accounting profit multiplied by applicable tax rate as notified under Income Tax Act, 1961 enacted in India for the years ended 31-March-2026 and 31-March-2025. Particulars Year ended 31-03-2026 Year ended 31-03-2025 Profit before income tax expense 1,374.08 5,002.99 Income tax expense calculated at 25.168% (31-Mar-2025 : 25.168%) 345.83 1,259.15 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
163 Tax effect of adjustments in calculating taxable income - Disallowance of expenses as per Income tax 537.84 613.60 - Allowance of expenses (Depreciation, Others) (1,016.96) (869.18) - Others 133.29 40.68 Current Tax Provision (A) - 1,044.25 Short / (Excess) Provision for earlier years (B) 160.85 4.20 Incremental Deferred Tax Liability on account of Property, Plant and Equipment and Intangible Assets 451.82 161.83 Incremental Deferred Tax Liability / (Asset) on account of Financial Assets and Other Items (131.27) 6.68 Deferred Tax Provision (C) 320.56 168.52 Tax Expenses recognised in Statement of Profit and Loss (A+B+C) 481.41 1,216.97 Effective Tax rate 35.03% 24.32% 38 DETAILS OF PAYMENT TO AUDITORS EXCLUDING TAXES: Year ended 31-03-2026 Year ended 31-03-2025 Statutory Audit fees 14.50 11.40 Tax Audit fees 3.00 3.00 Taxation & Other Matters (including certification fees) 4.33 2.96 Reimbursement of expenses 1.38 1.11 TOTAL 23.21 18.47 39 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR) : As at 31-03-2026 As at 31-03-2025 A Contingent Liabilities - Guarantees issued by Banks (Net) 837.08 826.07 - Corporate Guarantee (to the extent loan outstandng to the bank by subsidiary company) 652.90 957.67 - Letter of Credit 138.96 23.71 - Claims against the company (Including Sales tax, Excise duty, etc.) not acknowledged as debts - Sales Tax 168.46 168.46 - Excise Duty & Service Tax 70.70 70.70 - Income Tax Liability 20.11 20.11 - Goods & Service Tax 314.18 357.45 B Capital Commitments - Estimated amount of contracts remaining to be executed on capital account towards Property, plant and equipment (Net of advances) 664.59 1,626.69 - Investment 260.49 - TOTAL 3,127.47 4,050.85 40 EMPLOYEE BENEFITS : As per Indian Accounting Standard 19 “Employee benefits”, the disclosures as defined are given below : The Company has various schemes for long term benefits such as provident fund, superannuation, gratuity and leave encashment. The Company's defined contribution plans are Employees' Provident fund and Pension Scheme (under the provision of the Employees' Provident Fund and Miscellaneous Provisions Act, 1952) since the company has no further obligation beyond making the contributions. NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
164 A Defined Contribution Plans Contribution to Defined Contribution Plans, recognised as expense for the year is as under: Sr. No. Particulars Year ended 31-03-2026 Year ended 31-03-2025 i Employer’s Contribution to Provident & Pension Fund 226.15 228.04 ii Employer’s Contribution to Superannuation Fund 16.67 17.28 B Defined Benefit Plans Disclosure Statement as Per Indian Accounting Standard 19 Para 139 (a) Characteristics of defined benefit plan The Company has a defined benefit gratuity plan in India (funded). The company’s defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund. The fund is managed by a trust which is governed by the Board of Trustees. The Board of Trustees are responsible for the administration of the plan assets and for the definition of the investment strategy. Para 139 (b) Risks associated with defined benefit plan Gratuity is a defined benefit plan and company is exposed to the Following Risks: Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset. Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability. Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on Government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments. Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk. Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk. Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines. Para 139 (c) Characteristics of defined benefit plans During the year, there were no plan amendments, curtailments and settlements. Para 147 (a) A separate trust fund is created to manage the Gratuity plan and the contributions towards the trust fund is done as guided by rule 103 of Income Tax Rules, 1962. Sr. No. Particulars As at 31-03-2026 As at 31-03-2025 Gratuity Funded i) Reconciliation of opening and closing balances of Defined Benefit Obligation Defined Benefit Obligation at beginning of the year 1,404.27 1,158.02 Current Service Cost 85.71 69.89 Past Service Cost 140.41 - Interest Cost 83.87 83.26 Actuarial (Gain) / Loss 51.54 157.76 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
165 Sr. No. Particulars As at 31-03-2026 As at 31-03-2025 Gratuity Funded Benefits Paid (344.54) (64.66) Defined Benefit Obligation at year end 1,421.26 1,404.27 ii) Reconciliation of opening and closing balances of fair value of Plan Assets Fair value of Plan Assets at beginning of year 986.14 831.63 Expected Return on Plan Assets 54.42 59.79 Employer Contribution 427.32 154.52 Benefits Paid (344.54) (64.66) Actuarial (Gain) / Loss 18.29 4.85 Fair value of Plan Assets at year end 1,141.63 986.14 iii) Reconciliation of fair value of Assets and Obligations Present Value of Benefit Obligation at the end of the Period 1,421.26 1,404.27 Fair value of plan assets as at end of the year 1,141.63 986.14 Funded status (Surplus/ (Deficit)) (279.64) (418.13) Net (Liability)/Asset Recognized in the Balance Sheet (279.64) (418.13) iv) Expenses recognised during the year Current service cost 85.71 69.89 Past service cost 140.41 - Net Interest cost 29.46 23.47 Expenses recognised in the statement of profit and loss account 255.57 93.36 Actuarial (Gains)/Losses on Obligation For the Period 51.54 157.76 Return on Plan Assets, Excluding Interest Income (18.29) (4.85) Net (Income)/Expense For the Period Recognized in OCI 33.25 152.91 v) Actuarial Assumptions Discount Rate 7.06% 6.73% Salary Escalation 5.00% 5.00% C Sensitivity Analysis The key assumption and sensitivity of the defined benefit obligation to changes in the weighted principal assumption is: Particulars Year ended 31-03-2026 Year ended 31-03-2025 Expected Return on Plan Assets 7.06% 6.73% Rate of Discounting 7.06% 6.73% Rate of Salary Increase 5.00% 5.00% Rate of Employee Turnover 6.00% 6.00% Mortality Rate During Employment Indian Assured Lives Mortality 2012-14 (Urban) Particulars Year ended 31-03-2026 Year ended 31-03-2025 Delta Effect of +1% Change in Rate of Discounting (80.74) (68.03) Delta Effect of -1% Change in Rate of Discounting 91.23 77.18 Delta Effect of +1% Change in Rate of Salary Increase 89.85 77.75 Delta Effect of -1% Change in Rate of Salary Increase (80.77) (69.70) Delta Effect of +1% Change in Rate of Employee Turnover 12.14 8.80 Delta Effect of -1% Change in Rate of Employee Turnover (13.55) (9.82) The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
166 The sensitivity analysis presented above may not be representative of the actual change in the benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years. D SHARE BASED PAYMENT a) Plan Details The GRP Employee Stock Option Plan 2024 (GRP ESOP 2024) is an equity-settled share-based payment transaction. According to the shareholders resolution, the Company has reserved the issuance of 160,000 (Previous Year 40,000) equity shares of ₹ 10/- each for offering to eligible employees of the Company and its subsidiary under the GRP Employee Stock Option Plan 2024 (GRP ESOP 2024). As of 31st March, 2026, the Company has granted 26,870 (As of 31st March, 2025 : 27,000) equity shares at a price of ₹ 3,208/- per option to eligible employees. The options will vest over a period of 4 years from the date of grant based on specified criteria. Details of Employee Stock Option granted from 1 April, 2024 to 31 March, 2026 but not vested as on 31 March, 2026: Financial Year (Year of Grant) Number of Outstanding grants as at 31-March-2026 Financial Year of Vesting Exercise Price Fair Value at grant date 2024-25 26,870 2024-25 to 2028-29 3,208.00 3,100.30 Exercise period will expire not later than three years from the date of vesting of options or such other period as may be decided by the Nomination and Remuneration Committee. b) Compensation expenses arising on account of the share based payments Particulars Year ended 31-03-2026 Year ended 31-03-2025 Share Based Payment Expenses 142.30 46.72 c) Fair Value on the grant date The fair value of the Employee Stock Option (ESOPs) granted has been estimated using the Black-Scholes model of pricing. The Black-Scholes model requires the consideration of certain variables such as share price, exercise price, volatility, risk-free rate, expected dividend yield, and expected option life, for the calculation of fair value of the option. The principal financial assumptions used in the valuation are shown in the tables below. Grant Date Stock Price Strike Price Expected Term to maturity Risk free Rate of interest Volatility (Std) Dividend 06-Dec-24 (Tranche 1 - 4 year vesting) 3,100.30 3,208.00 3.00 6.80% 55.26% 0.21% 06-Dec-24 (Tranche 2 - 4 year vesting) 3,100.30 3,208.00 4.00 6.80% 52.73% 0.21% 06-Dec-24 (Tranche 3 - 4 year vesting) 3,100.30 3,208.00 5.00 6.79% 53.54% 0.21% 06-Dec-24 (Tranche 4 - 4 year vesting) 3,100.30 3,208.00 6.00 6.80% 52.65% 0.21% NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
167 06-Dec-24 (Tranche 1 - 3 year vesting) 3,100.30 3,208.00 3.00 6.80% 55.26% 0.21% 06-Dec-24 (Tranche 2 - 3 year vesting) 3,100.30 3,208.00 4.00 6.80% 52.73% 0.21% 06-Dec-24 (Tranche 3 - 3 year vesting) 3,100.30 3,208.00 5.00 6.79% 53.54% 0.21% d) Movement in the share options during the year Particulars Number of Share Options Weighted-Average Exercise Price Stock options outstanding as at beginning of the year 27,400 3,208 Stock options granted during the year - - Stock options forfeited/lapsed during the year (530) 3,208 Stock options surrendered during the year - - Stock options exercised during the year - - Stock options outstanding as at end 26,870 3,208 41 RELATED PARTIES DISCLOSURE: A. List of related parties and relationships: Sr. No. Name of Related Party % Share Relationship 1 GRP Circular Solutions Ltd. 100.00% Wholly Owned Subsidiary 2 Grip Surya Recycling LLP (Partners capital share by GRP Ltd.) 99.89% LLP with Majority Stake 3 Rajendra V. Gandhi; Executive Chairman (KMP up to 25-July- 2025) Key Managerial Personnel (KMP) 4 Harsh R. Gandhi; Managing Director 5 Hemal H. Gandhi; Executive Director 6 Shilpa Mehta; Vice President & Chief Financial Officer 7 Jyoti Sancheti; Company Secretary (KMP up to 07-April-2026) 8 Rajendra V. Gandhi Relatives of Key Managerial Personnel (KMP) 9 Alphanso Netsecure Pvt. Ltd. Enterprises over which Key Managerial Personnel are able to exercise significant influence 10 11 GRP Employees Group Gratuity Trust GRP Employees Group Superannuation Scheme Post Employment Benefits Plans B. Transactions during the year with related parties: Sr. No. Nature of Transactions Subsidiaries Key Managerial Personnel Relative of Key Managerial Personnel Enterprises over which Key Managerial Personnel are able to exercise significant influence Post Employment Benefit plans Year ended 31-03-2026 Year ended 31-03-2025 Year ended 31-03-2026 Year ended 31-03-2025 Year ended 31-03-2026 Year ended 31-03-2025 Year ended 31-03-2026 Year ended 31-03-2025 Year ended 31-03-2026 Year ended 31-03-2025 1 Investment in Share Capital of Subsidiaries 500.00 - - - - - - - - - 2 Share of Profit / (Loss) on Investment 93.91 158.83 - - - - - - - - 3 Purchase of Goods / Services 991.06 1,054.72 - - - - - - - - NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
168 4 Sale of Goods / Services 168.98 189.12 - - - - - - - - 5 Reimbursement of Expenses 95.35 93.39 - - - - - - - - 6 Rent Income 50.51 48.10 - - - - - - - - 7 Interest Expenses 17.74 11.31 - - - - - - - - 8 Commission on Corporate Guarantee 1.20 1.20 - - - - - - - - 9 Loan Given / (received) back (6.50) 24.00 - - - - - - - - 10 Interest accrued on Loan given 87.14 82.83 - - - - - - - - 11 Interest received on Loan given 86.27 - - - - - - - - - 12 Loan Written off now recovered - - - - - - 0.88 - - - 13 Contributions during the year - - - - - - - - 443.99 171.80 14 Remuneration paid - - 522.08 498.57 - - - - - - 15 Professional Fees expenses - - 68.21 - - - - - - - 16 Sitting fees (including Conveyance) - - 3.10 - - - - - - - Sr. No. Outstanding Balances As at 31-03-2026 As at 31-03-2025 As at 31-03-2026 As at 31-03-2025 As at 31-03-2026 As at 31-03-2025 As at 31-03-2026 As at 31-03-2025 As at 31-03-2026 As at 31-03-2025 1 Shareholding 700.00 200.00 - - - - - - - - 2 Investment in Partners Capital 581.90 487.99 - - - - - - - - 3 Loan Outstanding 852.50 859.00 - - - - - - - - 4 Outstanding Receivable 574.70 311.40 - - - - - - - - 5 Outstanding Payable 256.22 228.36 - - - - - - - - C. Disclosure in respect of material transactions of the same type with related parties during the year: Sr. No. Nature of Transactions Related Party Year ended 31-03-2026 Year ended 31-03-2025 1 Investment in Share Capital of Subsidiaries GRP Circular Solutions Ltd. 500.00 - 2 Share of Profit / (Loss) in Subsidiaries / Joint Venture Gripsurya Recycling LLP 93.91 158.83 3 Purchase of Goods Gripsurya Recycling LLP GRP Circular Solutions Ltd. 987.84 1,054.72 3.22 - 4 Sale of Goods / Services Gripsurya Recycling LLP GRP Circular Solutions Ltd. 62.92 24.71 106.06 164.40 5 Reimbursement of Expenses GRP Circular Solutions Ltd. 95.35 93.39 6 Rent Income GRP Circular Solutions Ltd. 50.51 48.10 7 Interest Expenses Gripsurya Recycling LLP 17.74 11.31 8 Commission on Corporate Guarantee GRP Circular Solutions Ltd. 1.20 1.20 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
169 9 Loan Given / (received back) GRP Circular Solutions Ltd. (6.50) 24.00 10 Interest accrued on Loan given GRP Circular Solutions Ltd. 87.14 82.83 11 Interest received on Loan given GRP Circular Solutions Ltd. 86.27 - 12 Loan written off now recovered Alphanso Netsecure Private Limited 0.88 - 13 Contributions during the year GRP Employees Group Gratuity Trust GRP Employees Group Superannuation Scheme 427.32 16.67 154.52 17.28 14 Remuneration paid Rajendra V Gandhi Harsh R Gandhi Hemal H Gandhi Shilpa N Mehta Jyoti Sancheti 96.79 276.82 54.25 74.84 19.38 135.55 231.71 39.86 73.03 18.42 15 Professional Fees expenses Rajendra V Gandhi 68.21 - 16 Sitting fees (including Conveyance) Rajendra V Gandhi 3.10 - Sr. No. Outstanding Balances Related Party As at 31-03-2026 As at 31-03-2025 1 Shareholding GRP Circular Solutions Ltd. 700.00 200.00 2 Investment in Partners capital Gripsurya Recycling LLP 581.90 487.99 3 Loan Outstanding GRP Circular Solutions Ltd. 852.50 859.00 4 Outstanding Receivable GRP Circular Solutions Ltd. 574.70 311.40 5 Outstanding Payable Gripsurya Recycling LLP 256.22 228.36 Terms and conditions of transactions with related parties Transaction entered into with related party are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured, interest free except loan given and will be settled in cash. Compensation of Key management personnel Sr. No. Particulars Year ended 31-03-2026 Year ended 31-03-2025 1 Short-term employee benefits 440.71 466.52 2 Post-employment benefits 31.36 32.05 3 Other long-term benefits - - 4 Termination benefits 326.12 285.26 5 Share-based payments - - Total Compensation paid to Key Management personnel 798.20 783.83 42 DETAILS OF RESEARCH AND DEVELOPMENT EXPENDITURE Year ended 31-03-2026 Year ended 31-03-2025 Accounting for Research & Development expenditure incurred : (a) Capital Expenditure incurred on Equipments & Machinery 5.78 - (b) Capital Expenditure incurred on Buildings, Furniture, office equipments & Computer Hardware 0.36 0.66 (c) Capital Work in Progress - - (d) Revenue Expenditure incurred towards the R&D Projects 182.83 237.95 43 SEGMENT REPORTING: As per Indian Accounting Standard (Ind AS) -108 on Operating Segments, the Chief Operating Decision Maker (CODM) NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
170 evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators of business segment/s in which the company operates, 'Reclaim Rubber' has been identified as reportable segment and smaller business segments not separately reportable have been grouped under the heading 'Others'. The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting. a) Revenue and Expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and Expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as “Unallocable”. b) Segment Assets and Segment Liabilities represent Assets and Liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as “Unallocable”. Sr. No. Particulars Reclaim Rubber Others Unallocable Total 2025-26 2024-25 2025-26 2024-25 2025-26 2024-25 2025-26 2024-25 1 Segment Revenue Gross Revenue from Operations 50,065.82 50,185.45 6,968.84 6,963.03 - - 57,034.66 57,148.48 Less: Goods & Service Tax 3,630.33 3,003.35 798.16 718.04 - - 4,428.49 3,721.39 Net Revenue from Operations 46,435.49 47,182.10 6,170.68 6,244.99 - - 52,606.17 53,427.09 2 Segment Results before Interest, Tax & Exceptional items 5,387.71 7,787.31 184.37 661.12 (2,634.68) (2,472.88) 2,937.40 5,975.55 Less: Interest Expenses 1,422.91 972.56 Less: Exceptional Items 140.41 - Profit before Tax 5,387.71 7,787.31 184.37 661.12 (2,634.68) (2,472.88) 1,374.08 5,002.99 Current Tax 160.85 1,048.45 Deferred Tax 320.56 168.52 Profit After Tax 5,387.71 7,787.31 184.37 661.12 (2,634.68) (2,472.88) 892.67 3,786.01 3 Other Information Segment Assets 26,095.20 21,839.06 14,624.24 14,833.19 6,294.36 4,369.21 47,013.80 41,041.46 Segment Liabilities 5,294.86 4,907.86 8,963.55 1,549.74 13,487.46 14,559.40 27,745.87 21,017.00 Capital Expenditure 1,528.10 1,114.55 2,526.87 5,506.80 181.87 69.54 4,236.84 6,690.89 Depreciation / Amortisation Expenses 1,110.21 1,084.35 520.18 286.06 131.84 121.75 1,762.23 1,492.16 1 The reportable Segments are further described below: - Reclaim Rubber segment includes production and marketing of Reclaim rubber products - Others segment includes Windmill, Solar energy, Custom Die Forms, Engineering Plastics, Polymer Composite Products, Crumb rubber, Recovered Steel, Tyre Pyrolysis Oil and recovered Carbon Black (Pyrova Energy). 2 There are no transactions with a single external customer which amounts to 10% or more of the Company’s revenue. NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
171 44 CORPORATE SOCIAL RESPONSIBILITY EXPENSES: Year ended 31-03-2026 Year ended 31-03-2025 A CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by the Company 66.65 38.07 B Amount Spent during the year on: Particulars Year ended 31-03-2026 Year ended 31-03-2025 i) Construction/acquisition of any asset - In cash 22.50 - - Yet to be paid in cash - - TOTAL (a) 22.50 - ii) On purposes other than (i) above - In cash 25.50 15.08 - Yet to be paid in cash - - TOTAL (b) 25.50 15.08 TOTAL (a+b) 48.00 15.08 C Amount Spent during the year on below activities: Particulars Year ended 31-03-2026 Year ended 31-03-2025 Education 40.50 13.08 Sports 2.50 2.00 Healthcare 5.00 - TOTAL 48.00 15.08 D Details of Excess amount spent Particulars Year ended 31-03-2026 Year ended 31-03-2025 Opening Balance (18.90) (41.90) Amount required to be spent during the year 66.65 38.07 Amount spent during the year 48.00 15.08 Closing Balance (0.25) (18.90) 45 EARNINGS PER SHARE: Year ended 31-03-2026 Year ended 31-03-2025 - Net Profit after tax for the year 892.67 3786.02 - Number of equity shares of ₹ 10/- each. 5,333,332 53,33,332 - Basic earnings per share in ₹ 16.74 70.99 - Diluted earnings per share in ₹ 16.74 70.99 - Face value per equity share 10.00 10.00 46 INVESTMENT IN LIMITED LIABILITY PARTNERSHIP: The Company is a partner in Gripsurya Recycling LLP, following are closing balance of their capital account NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
172 Name of Partners in Gripsurya Recycling LLP Profit Sharing Ratio (in %) As at 31-03-2026 Profit Sharing Ratio (in %) As at 31-03-2025 GRP Ltd 99.890% 581.90 99.890% 487.99 Ganesh Ghangurde 0.010% 0.06 0.010% 0.05 Kushaba Giramkar 0.100% 0.58 0.100% 0.49 47 DISCLOSURE REQUIRED UNDER SECTION 186(4) OF COMPANIES ACT, 2013: The details of loans given, investments made, and guarantees given covered u/s 186 (4) of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, are as follows: (i) Details of investment made are given in Note 3 (ii) Details of loans & Guarantees given by the Company are as follows: Name of the Entity Relationship Type As at 31-03-2026 As at 31-03-2025 GRP Circular Solutions Ltd Wholly owned subsidiary Loan 852.50 859.00 GRP Circular Solutions Ltd Wholly owned subsidiary Guarantee 1250.00 * 1250.00 * *Loan availed by the subsidiary company from banks upto 31-March-2026 to the extent of loan outstanding ₹ 652.90 (as at 31-March-2025 ₹ 957.67 lakhs). 48 RELATIONSHIP WITH STRUCK OFF COMPANIES As at 31st March, 2026 There was no transaction or outstanding payable to any struck off companies as at 31st March, 2026 As at 31st March, 2025 Name of Struck of Company Nature of Transactions Transactions during the year OS Balance Relationship with Struck off Company BATCO TRANSINDIA PVT LTD. Payables 0.03 - Trade Payable 49 FAIR VALUATION MEASUREMENT HIERARCHY: A CATEGORY-WISE CLASSIFICATION OF FINANCIAL INSTRUMENTS Particulars Refer Note As at 31-03-2026 As at 31-03-2025 Financial assets measured at fair value through profit or loss (FVTPL) Forward Contract 12 - (21.89) Investment in Portfolio Management Services 7 1,246.37 150.90 Financial assets measured at fair value through other comprehensive income (FVTOCI) Forward Contract 12 - 27.93 Financial assets measured at amortised cost Security Deposits 4 & 12 289.09 421.75 Investment in equity shares of other Companies 7 95.04 - Trade Receivables 8 11,454.00 10,231.82 Cash and cash equivalents 9 41.21 112.16 Bank balances other than mentioned above 10 14.55 13.67 Loan to Subsidiary Company 11 852.50 859.00 Accrued Interest Income 12 2,379.12 2,362.80 Other Current Financial Assets 12 10.86 32.75 Financial liabilities measured at fair value through profit or loss (FVTPL) - Forward Contract 25 380.71 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
173 Particulars Refer Note As at 31-03-2026 As at 31-03-2025 Financial liabilities measured at fair value through other comprehensive income (FVTOCI) Forward Contract 25 203.38 - Financial liabilities measured at amortised cost Foreign Currency Term Loan from Banks 17 & 22 805.76 911.35 Foreign Currency Term Loan from Others 17 & 22 7,727.34 1,933.89 Rupee Term Loan from Banks 17 & 22 599.93 1,285.16 Deferred Payment Liability 17 & 22 94.43 114.49 Lease Liability 18 & 23 111.34 57.88 Security Deposit for Let out property 19 9.30 9.30 Foreign Currency Working Capital Demand Loan from Banks 22 60.00 3,723.95 Rupee Working Capital Demand Loan from Banks 22 10,698.36 5,690.58 Trade payables 24 3,039.40 2,856.15 Interest accrued and due on borrowings 25 268.99 118.40 Unclaimed Dividend 25 10.53 9.91 Creditors for Capital Goods & Services 25 265.00 315.72 Deposit from Dealers 25 75.40 75.40 Employee Benefits Payable 25 184.43 194.62 The above table does not include financial assets measured at Cost. (Refer note 3) B FAIR VALUE MEASUREMENTS (i) The following table provides the fair value measurement hierarchy of the company's financial assets and liabilities: (` in lakhs) Particulars Carrying Amount Fair value hierarchy Quoted prices in active markets (Level 1) Significant Observable inputs (Level 2) Significant Unobservable inputs (Level 3) As at 31-03-2026 FINANCIAL ASSETS At Fair Value Through P&L (FVTPL) Investment in Portfolio Management Services 1,246.37 1,246.37 - - FINANCIAL LIABILITIES At Amortised Cost Lease Liability 111.34 - - 111.34 At Fair Value Through P&L (FVTPL) Other Financial Liabilities 380.71 - 380.71 - At Fair Value Through OCI (FVTOCI) Other Financial Liabilities 203.38 - 203.38 - As at 31-03-2025 FINANCIAL ASSETS At Fair Value Through P&L (FVTPL) Other Financial Assets (21.89) - (21.89) - Investment in Portfolio Management Services 150.90 150.90 - - At Fair Value Through OCI (FVTOCI) NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
174 Other Financial Assets 27.93 - 27.93 - FINANCIAL LIABILITIES At Amortised Cost Lease Liability 57.88 - - 57.88 (ii) Financial Instrument measured at Amortised Cost The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled. 50 FINANCIAL RISK MANAGEMENT - OBJECTIVES AND POLICIES The Company’s financial liabilities comprise mainly of borrowings, trade payables and other payables. The Company’s financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables. The Company is exposed to Market risk, Credit risk and Liquidity risk. The Board of Directors (‘Board’) oversee the management of these financial risks. The Risk Management Policy of the Company formulated and approved by the Board, states the Company’s approach to address uncertainties in its endeavour to achieve its stated and implicit objectives. It prescribes the roles and responsibilities of the Company’s management, the structure for managing risks and the framework for risk management. The framework seeks to identify, assess and mitigate financial risks in order to minimize potential adverse effects on the Company’s financial performance. The following disclosures summarize the Company’s exposure to financial risks and information regarding use of derivatives employed to manage exposures to such risks. Quantitative sensitivity analysis have been provided to reflect the impact of reasonably possible changes in market rates on the financial results, cash flows and financial position of the Company. 1) Market Risk: Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of interest rate risk and currency risk. Financial instruments affected by market risk includes borrowings, investments, trade payables, trade receivables, loans and derivative financial instruments. a) Interest Rate Risk Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. In order to optimize the Company’s position with regards to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. Interest Rate Exposure Particulars As at 31-03-2026 As at 31-03-2025 Borrowings Non- Current - Fixed (including current maturities) 7,933.11 2,106.26 Non- Current - Floating (including current maturities) 1,405.69 2,196.51 Current - Floating 10,758.36 9,414.53 Impact on Interest Expenses for the year on 0.5% change in Interest rate Changes in rate Effect on profit after tax Effect on total equity Year ended 31-03-2026 Year ended 31-03-2025 As at 31-03-2026 As at 31-03-2025 +0.5% (60.82) (58.06) (60.82) (58.06) -0.5% 60.82 58.06 60.82 58.06 b) Foreign Currency Risk The company’s business objective includes safe-guarding its earnings against foreign exchange rate fluctuation. The company has adopted a structured risk management policy to hedge all these risks within an acceptable risk limit and an approved hedge accounting framework which allows for Fair Value and Cash Flow hedges. Hedging instruments include forward/options instruments to achieve this objective. (i) Exposure in foreign currency - Hedged The Company enters into forward exchange contracts to hedge against its foreign currency exposures NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
175 relating to the underlying transactions and firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes. The forward exchange contracts used for hedging foreign currency exposure and outstanding as at reporting date are as under: Trade Receivables (FC in lakhs) (` in lakhs) As at 31-03-2026 As at 31-03-2025 As at 31-03-2026 As at 31-03-2025 EUR 11.30 13.35 1,251.96 1,245.94 USD 47.32 46.24 4,525.88 3,968.75 (ii) Exposure in foreign currency - Unhedged Payables (FC in lakhs) (` in lakhs) As at 31-03-2026 As at 31-03-2025 As at 31-03-2026 As at 31-03-2025 EUR 82.54 35.58 8,996.83 3,276.30 USD 0.84 37.41 79.53 3,197.35 Receivables (FC in lakhs) (` in lakhs) As at 31-03-2026 As at 31-03-2025 As at 31-03-2026 As at 31-03-2025 EUR 5.12 0.03 557.87 2.63 USD 5.19 0.03 492.09 2.27 HKD 0.00 0.00 0.00 0.00 AED 0.01 0.00 0.15 0.00 OMR 0.00 0.00 0.00 0.00 CNY 0.02 - 0.32 - MUR - 0.03 - 0.05 JPY 19.13 18.99 11.37 10.78 BDT 0.04 - 0.03 - LKR 0.50 - 0.15 - THB 0.14 - 0.41 - (iii) Sensitivity The Company is mainly exposed to changes in EUR & USD. The below table demonstrates the sensitivity to a 5% increase or decrease in the EUR / USD against INR, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 5% represents management’s assessment of reasonably possible change in foreign exchange rate. Foreign Currency Change in rate Effect on profit after tax Effect on total equity Year 2025-26 Year 2024-25 As at 31-03-2026 As at 31-03-2025 EUR +5% (421.95) (163.68) (421.95) (163.68) EUR -5% 421.95 163.68 421.95 163.68 USD +5% 20.63 (159.75) 20.63 (159.75) USD -5% (20.63) 159.75 (20.63) 159.75 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
176 c) Other Price Risks: Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments of subsidiaries. The Company has invested in unquoted Equity Instruments and hence its exposure to change in market value is minimal. 2) Credit Risk: Credit risk refers to a risk that a counterparty will default on its contractual obligation resulting in a financial loss to the Company. Credit risk primarily arises from financial asset such as trade receivables and Derivative financial instruments and other balances with banks, loans and other receivables. The Company exposure to credit risk is disclosed in note 8, 9, 10, 11 and 12. The Company has adopted a policy of only dealing with counterparties that have sufficient credit rating. The Company's exposure and credit ratings of its counterparties are continuously monitored and the aggregate value of transaction is reasonably spread amongst the counterparties. The Company enters into futures based on market price and anticipated production requirements. These futures have been designated as cash flow hedges and the unrealised gain / (loss) or fair value is recorded in other comprehensive income (OCI). Credit risk arising from investment in derivative financial instrument and other balances with bank is limited and there is no collateral held against these because the counterparties are banks and recognised financial institution with high credit ratings assigned by international credit rating agencies. The average credit period on sale of products and services is maximum of 60-90 days. Credit risk arising from trade receivables is managed in accordance with Company's established policy, procedures, and controls relating to customer credit risk management. Credit quality of Customer is assessed and accordingly individual credit limit is defined. The concentration of credit risk is limited due to the fact that customer base is large. Movement in expected credit loss allowance on trade receivables As at 31-03-2026 As at 31-03-2025 Balance at the beginning of the year 60.26 29.69 Less: Allowance measured at lifetime expected credit loss 0.56 30.57 Less: Amount written off - - Balance at the end of the year 60.83 60.26 3) Liquidity Risk: Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. The Company has an established liquidity risk management framework for managing its short term, medium term and long term funding and liquidity management requirements. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient cash to meet all its normal operating commitments in a timely and cost-effective manner. The table below analysis non-derivative financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Non Derivative Liabilities Refer Note < 1 year 1 - 5 years Above 5 years Total At 31st March 2026 Non Current Borrowings 17,18,22,23 799.72 7,836.59 702.49 9,338.80 Current Borrowings 22 10,758.36 - - 10,758.36 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
177 Trade Payables 24 3,039.40 - - 3,039.40 Other Financial Liabilities 25 1,388.44 - - 1,388.44 At 31st March 2025 Non Current Borrowings 17,18,22,23 965.86 2,992.79 344.12 4,302.77 Current Borrowings 22 9,414.53 - - 9,414.53 Trade Payables 24 2,856.15 - - 2,856.15 Other Financial Liabilities 25 714.06 - - 714.06 Derivative Liabilities Refer Note < 1 year 1 - 5 years Above 5 years Total At 31st March 2026 Forward Contract 25 584.08 - - 584.08 At 31st March 2025 Forward Contract 25 - - - - 4) Hedge Accounting: The company’s business objective includes safe-guarding its foreign currency earnings against movements in foreign exchange and interest rates. Company has adopted a structured risk management policy to hedge all these risks within an acceptable risk limit and an approved hedge accounting framework which allows for Fair Value and Cash Flow hedges. Hedging instruments consists of forwards to achieve this objective. The table below shows the position of hedging instruments and hedged items as of the balance sheet date. Disclosure of effects of hedge accounting A Fair Value Hedge Hedging Instrument Carrying amount Type of Hedge and Risks Nominal Value Assets Liabilities Changes in FV Hedge Maturity Date Line Item in Balance Sheet At 31st March 2026 Foreign currency risk component - Forward Contract 5,397.13 - 5,777.84 (380.71) Apr-26 to Nov-26 Current Financial Liabilities : Others Foreign currency risk component - Term Loan 440.64 - 514.21 (73.57) Apr-26 to Mar-27 Non Current Financial Liabilities : Borrowings At 31st March 2025 Foreign currency risk component - Forward Contract 5,192.80 5,214.69 - (21.89) Apr-25 to Aug-25 Current Financial Assets : Others NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
178 Hedging Items Carrying amount Type of Hedge and Risks Assets Liabilities Changes in FV Line Item in Balance Sheet At 31st March 2026 Foreign currency risk - Trade Receivables 5,397.13 - (380.71) Current Financial Assets : Trade Receivables Foreign Currency Risk - Highly probable Exports 440.64 - (73.57) Retained Earnings At 31st March 2025 Foreign currency risk - Trade Receivables 5,192.80 - (21.89) Current Financial Assets : Trade Receivables B Cashflow Hedge Hedging Instrument Carrying amount Type of Hedge and Risks Nominal Value Assets Liabilities Changes in FV Hedge Maturity Date Line Item in Balance Sheet At 31st March 2026 Foreign currency risk component - Forward Contract 4,947.97 - 5,151.34 (203.38) Aug-26 to Mar-27 Current Financial Liabilities : Others Foreign currency risk - Term Loan 6,564.39 - 7,660.42 (1,096.02) Apr-27 to Jul-32 Non Current Financial Liabilities : Borrowings At 31st March 2025 Foreign currency risk component - Forward Contract 7,902.72 7,874.79 - 27.93 Aug-25 to Feb-26 Current Financial Assets : Others Hedging Items Type of Hedge and Risks Nominal Value Changes in FV Cashflow Hedge Reserve Line Item in Balance Sheet At 31st March 2026 Foreign Currency Risk - Highly probable Exports 4,947.97 (203.38) (203.38) Other Equity Foreign Currency Risk - Highly probable Exports 6,564.39 (1,096.02) (1,096.02) Other Equity At 31st March 2025 Foreign Currency Risk - Highly probable Exports 7,902.72 27.93 27.93 Other Equity 51 CAPITAL MANAGEMENT For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value. The gearing ratio at end of the reporting period was as follows. Particulars As at 31-03-2026 As at 31-03-2025 Gross Debt 19,985.82 13,659.42 Cash and Marketable Securities 1,287.54 136.78 Net Debt (A) 18,698.29 13,522.64 Total Equity (As per Balance Sheet) (B) 19,267.93 20,024.46 Net Gearing (A/B) 0.97 0.68 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
179 52 RATIO ANALYSIS Particulars Numerator Denominator Year ended 31-03-2026 Year ended 31-03-2025 Variance Current Ratio Current Assets Current Liabilities 1.28 1.24 3.38% Debt Equity Ratio1 Total Debt Total Equity 1.04 0.68 52.06% Debt Service Coverage Ratio Earnings before Interest, Tax, Depreciation & Amortisation Debt Services (Interest + Principal Repayments) 4.23 5.52 -23.28% Return on Equity Ratio2 Profit After Tax Average Shareholder's Equity 4.54% 20.55% -77.89% Inventory Turnover Ratio Cost of Goods Sold Average Inventory of Finished Goods & Work in Progress 17.70 17.14 3.25% Trade Receivables Turnover Ratio Revenue (Net of GST) Average Trade Receivable 4.57 4.62 -1.05% Trade Payables Turnover Ratio Cost of Material Consumed + Other Expenses Average Trade Payable 14.28 15.18 -5.91% Net Capital Turnover Ratio Revenue from Operations Working Capital 10.57 13.92 -24.07% Net Profit Ratio3 Profit After Tax Revenue from Operations 1.70% 7.09% -76.05% Return on Capital Employed (ROCE)4 Profit Before Interest & Tax Average Capital Employed (Total Assets- Current Liabilities) 10.23% 26.24% -61.00% Return on Investment (ROI)5 Other Income on Investments Cost of Investment 11.44% -9.42% 221.46% Notes: 1) Debt Equity Ratio has increased due to a increase in Long term borrowings. 2) Return on Equity Ratio has reduced due to a significant decrease in Profit after Tax compared to previous year. 3) Net Profit Ratio has reduced due to a significant decrease in Profit after Tax compared to previous year. 4) Return on Capital Employed decreased due to Lower earnings before interest and tax (EBIT), and Increase in capital employed during the year. 5) Return on Investment is dependent on market conditions. 53 OTHER STATUTORY INFORMATION (i) The Company does not have any Capital-work-in progress or intangible assets under development, whose completion is overdue or has exceeded its cost compared to its original plan. (ii) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. (iii) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
180 of the Funding Party (Ultimate Beneficiaries) or b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (iv) The Company have not any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961. 54 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of accounts, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of accounts along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The Company uses the accounting software SAP for maintaining books of account. During the year ended 31 March 2026, the Company had not enabled the feature of recording audit trail (edit log) at the database level for the said accounting software SAP to log any direct data changes on account of recommendation in the accounting software administration guide which states that enabling the same all the time consume storage space on the disk and can impact database performance significantly. Audit trail (edit log) is enabled at the application level. 55 The figures for the corresponding previous year have been regrouped / reclassified wherever necessary, to make them comparable. 56 APPROVAL OF FINANCIAL STATEMENTS The financial statements were approved for issue by the board of directors on 15th May, 2026. 57 EVENTS AFTER THE REPORTING PERIOD The Board of Directors have recommended dividend of ₹ 3.50 (35%) per fully paid up equity share of ₹ 10/- each, aggregating ₹ 186.67 lakhs (subject to deduction of tax at applicable rates), for the financial year 2025-26, which is based on relevant share capital as on 31st March, 2026. The same is subject to the approval of the shareholders at their ensuing Annual General Meeting. As per our Report of even date For and on behalf of the Board of Directors For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Sd/- Harsh R Gandhi Sd/- Hemal H Gandhi Managing Director Executive Director DIN: 00133091 DIN: 01444424 Sd/- Apurva R. Shah Sd/- Shilpa Mehta Partner Membership No. 047166 Chief Financial Officer Mumbai, 15th May, 2026 Mumbai,15th May, 2026 NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
181 INDEPENDENT AUDITOR’S REPORT To The Members of GRP Limited Report on the Audit of the Consolidated Financial Statements Opinion We have audited the accompanying Consolidated Financial Statements of GRP Limited (“hereinafter referred to as “Holding Company”) and its subsidiaries, (Holding Company and its subsidiaries together referred as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2026, Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity for the year then ended, and Notes to the Consolidated Financial Statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “Consolidated Financial Statements”). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standard prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (“IND AS”), and other accounting principles generally accepted in India, of the Consolidated state of affairs of the Group as at March 31, 2026, and their Consolidated Profits and Other Comprehensive Income, Consolidated Cash outflows and Consolidated changes in equity for the year ended on that date. Basis for Opinion We conducted our audit of consolidated financial statement in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Consolidated Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Consolidated Financial statements. Key Audit Matters Key audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statement of the current period. These matters were addressed in the context of our audit of the consolidated financial statement as a whole, and in forming our opinion thereon; we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters to be communicated in our report. 1. Contingent Liabilities We draw attention to Note no. 38 of the Consolidated Financial Statements. The Group has material amounts arising from uncertain tax positions including disputes related to Sales Tax, Income Tax, Excise Duty and Service Tax and Goods & Service Tax These matters involve significant management judgment to determine the possible outcomes. Auditor’s Response We obtained details of completed assessments during the year ended March 31, 2026 from the management, considered the estimates made by the management in respect of tax provisions and possible outcomes of the dispute. Additionally, we also considered the effect of new information in respect of uncertain tax positions and matters under dispute as at March 31, 2026 to evaluate whether any changes were required in the management’s position on these uncertainties. Information Other than the Financial Statements and Auditor’s Report Thereon The Holding Company’s Management and Board of Directors are responsible for the preparation of other information. The other information includes the information in Annual Report, but does not include the consolidated financial statements and our auditor’s report thereon. The aforesaid other information is expected to be made available to us after the date of this report. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read
182 the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements The Holding Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Consolidated Financial Statements that give a true and fair view of the Consolidated financial position, Consolidated financial performance including Other Comprehensive Income, Consolidated changes in equity and Consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the each company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the Consolidated Financial Statements, the respective management and Board of Directors of the Companies included in the Group are responsible for assessing the ability of each of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of each of the Company included in the Group are also responsible for overseeing the each company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013 as amended, we are also responsible for expressing our opinion on whether the Holding Company and its subsidiaries has adequate internal financial controls system in place and the operating effectiveness of such controls. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on these assumptions. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
183 report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of aforesaid consolidated financial statement. (b) In our opinion, proper books of account as required by law in relation to the preparation of the consolidated financial statement have been kept so far as it appears from our examination of those books. (c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended. (e) On the basis of the written representations received from the directors of the Holding Company and Subsidiaries as on March 31, 2026 taken on record by the Board of Directors of the Holding Company and subsidiaries, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164(2) of the Act. (f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and Subsidiaries and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls with reference to consolidated financial statements of those companies. (g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us: i. The Consolidated Financial statements disclose the impact of pending litigations on its Consolidated Financial Position of the Group - Refer Note No. 38 to the consolidated financial statements. ii. The Provision has been made provision in the Consolidated Financial Statement, as required under the applicable law or accounting standards, for material foreseeable losses, if any on long-term contracts including derivative contracts.
184 iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company, its subsidiaries during the year ended March 31, 2026. iv. (a) The respective Management of the Holding Company and its subsidiaries has represented to us that, to the best of their knowledge and belief, as disclosed in the notes to the accounts no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or any of its subsidiaries to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any such subsidiaries (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (b) The respective Management of the Holding Company and its subsidiaries has represented to us that, to the best of their knowledge and belief, as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) have been received by the Holding Company or its subsidiaries from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or its subsidiaries shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances performed by us on Holding company and its subsidiaries, nothing has come to our notice that cause us to believe that the representation given by the Management under paragraph (3) (g) (iv) (a) and (b) above contain any material misstatement. v. a. The final Dividend proposed in the previous year, declared and paid by the Holding Company during the year is in accordance with the Section 123 of the Act, as applicable. b. As stated in Note 54 to the Consolidated Financial Statements, the Board of Directors of the Holding Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of Dividend proposed is in accordance with Section 123 of the Act, as applicable. vi. As stated in note 51 to the consolidated financial statements and based on our examination which included test checks performed by us on the Holding Company and its Subsidiary Company which are companies incorporated in India and audited under the Act, except for the instances mentioned below, the Holding Company and its subsidiary, in respect of financial year commencing on 1 April 2025, have used accounting software for maintaining their books of account which has a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with other than the consequential impact of the exceptions given below: Nature of exception noted - Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software. Details of Exception - The audit trail feature was not enabled at the database level for accounting software to log any direct data changes, used for maintenance of all accounting records by the Holding Company and its Subsidiary Company. Audit trail (edit log) is enabled at the application level by the Holding Company and its Subsidiary Company. Additionally, the audit trail has been preserved by the Holding Company and its Subsidiary Company as per the statutory requirements for record retention.
185 2. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by the Holding Company to its directors is in accordance with the provisions of Section 197 of the Act read with Schedule V of the Act. The subsidiary companies have not paid any remuneration to its directors during the year. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. 3. With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor’s Report) Order, 2020 (the “Order”/ “CARO”) issued by the Central Government in terms of Section 143(11) of the Act, to be included in the Auditor’s report, according to the information and explanations given to us, and based on the CARO reports issued by us for the Holding Company and its subsidiaries included in the consolidated financial statements of the Holding Company, to which reporting under CARO is applicable, we report that there are no qualifications or adverse remarks in these CARO reports. For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Sd/- Apurva Shah Partner Membership No.: 047166 UDIN: 26047166ACWSUB1327 Place: Mumbai Date: 15th May, 2026
186 ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF GRP LIMITED (Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date) Report on the Internal Financial Controls with reference to Consolidated Financial Statements under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (“the Act”). In conjunction with our audit of the Consolidated Financial Statements of GRP Limited (“hereinafter referred to as “Holding Company”) as of and for the year ended March 31, 2026, we have audited the internal financial controls with reference to consolidated financial statements of the Holding Company and its Subsidiary Company (the Holding Company and its subsidiary together referred to as “the Group”) as of that date. Management Responsibility for the Internal Financial Controls The Respective Board of Directors of Holding Company and its Subsidiary Company are responsible for establishing and maintaining internal financial controls with reference to Financial Statements based on the internal control over financial reporting criteria established by the Respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective 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 information, as required under the Act. Auditor’s Responsibility Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”) and the Standards on auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s and Subsidiary Company internal financial controls system with reference to consolidated financial statements. Meaning of Internal Financial Controls with reference to financial statements A Company’s internal financial control with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposit
187 Inherent Limitations of Internal Financial Controls with reference to financial statements Because of the inherent limitations of internal financial controls with reference to Consolidated financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the internal financial control over consolidated financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, to the best of our information and according to the explanations given to us, the Holding Company and its Subsidiary has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria for internal financial control with reference to Consolidated Financial Statements established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI. For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Sd/- Apurva Shah Partner Membership No.: 047166 UDIN: 26047166ACWSUB1327 Place: Mumbai Date: 15th May, 2026
188 CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2026 (` in Lakhs) As per our Report of even date For and on behalf of the Board of Directors For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Sd/- Harsh R Gandhi Sd/- Hemal H Gandhi Managing Director Executive Director DIN: 00133091 DIN: 01444424 Sd/- Apurva R. Shah Sd/- Shilpa Mehta Partner Membership No. 047166 Chief Financial Officer Mumbai, 15th May, 2026 Mumbai, 15th May, 2026 Notes As at 31-March-2026 As at 31-March-2025 ASSETS NON-CURRENT ASSETS Property, Plant and Equipment 2A 21,088.75 16,708.39 Capital work in progress 2B 579.49 2,732.55 Right of Use assets 2C 1,434.60 1,397.43 Investment Property 2D 93.29 95.62 Intangible assets 2E 37.73 21.18 Intangible assets under development 2F 13.69 - Financial Assets Investments 3 16.45 12.90 Others 4 217.14 350.31 Other Non-current assets 5 889.70 536.51 Total Non-Current Assets 24,370.84 21,854.89 CURRENT ASSETS Inventories 6 5,184.28 5,343.63 Financial Assets Investments 7 1,341.41 150.90 Trade receivables 8 10,944.79 10,063.46 Cash and cash equivalents 9 47.45 125.31 Other Bank balances 10 18.55 17.67 Other Financial Assets 11 2,565.21 2,533.21 Current Tax Assets (Net) 12 577.30 - Other Current Assets 13 1,129.38 1,108.57 Total Current Assets 21,808.37 19,342.75 Total Assets 46,179.21 41,197.64 EQUITY AND LIABILITIES EQUITY Equity Share Capital 14 533.33 533.33 Other Equity 15 17,302.83 18,629.99 Equity attributable to owners of the Company 17,836.16 19,163.32 Non-Controlling Interests 0.65 0.55 Total Equity 17,836.81 19,163.87 LIABILITIES NON-CURRENT LIABILITIES Financial Liabilities Borrowings 16 8,629.08 3,759.29 Lease Liabilities 17 75.32 26.32 Other Financial liabilities 18 9.30 14.30 Provisions 19 311.51 426.02 Deferred Tax Liabilities (Net) 20 1,399.81 1,412.71 Total Non-Current Liabilities 10,425.02 5,638.64 CURRENT LIABILITIES Financial Liabilities Borrowings 21 12,009.64 10,857.80 Lease Liabilities 22 36.02 31.56 Trade Payables - Dues of micro and small enterprises 23 1,175.88 1,090.50 - Dues of creditors other than micro and small enterprises 23 1,703.14 1,740.75 Other Financial liabilities 24 1,397.68 725.67 Other Current Liabilities 25 1,324.20 1,445.89 Provisions 26 270.82 232.00 Current Tax Liabilities (Net) 27 - 270.96 Total Current Liabilities 17,917.38 16,395.13 Total Liabilities 28,342.40 22,033.77 Total Equity and Liabilities 46,179.21 41,197.64 Material Accounting policies 1 See accompanying Notes to the Consolidated Financial Statements 2-54
189 CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) Notes Year ended 31-March-2026 Year ended 31-March-2025 INCOME Revenue from Operations 28 58,132.01 59,051.73 Less: Goods and Service Tax Recovered 4,599.24 4,006.40 Revenue from Operations (Net) 53,532.77 55,045.33 Other Income 29 267.88 135.77 Total Income 53,800.65 55,181.10 EXPENSES Cost of Materials consumed 27,431.25 25,549.90 Changes in inventories of finished goods and work-in-progress 30 3.22 (169.54) Employee benefits expenses 31 6,155.70 6,208.10 Finance Costs 32 1,478.78 1,047.13 Depreciation & Amortisation expenses 33 1,865.67 1,601.75 Other Expenses 34 15,919.25 16,650.28 Total Expenses 52,853.87 50,887.62 Profit before Exceptional items and Tax 946.78 4,293.48 Exceptional Items 35 140.41 - Profit Before Tax 806.37 4,293.48 Tax Expense - Current Tax 2.22 1,044.26 - Short / (Excess) Tax Provision for earlier years 160.85 4.18 - Deferred Tax 321.16 174.72 Total Tax Expenses 36 484.23 1,223.16 Profit for the year 322.14 3,070.32 Other Comprehensive Income A) Items that will not be reclassified to statement of profit and loss - Remeasurement benefit of defined benefit plans (33.25) (152.91) - Income tax expense on remeasurement benefit of defined benefit plans 8.37 38.48 B) Items that will be reclassified to statement of profit and loss - Cashflow Hedge Reserve (1,327.33) (17.27) - Income tax expense on Cashflow Hedge Reserve 334.06 4.35 Total Other Comprehensive Income (A + B) (1,018.15) (127.35) Total Comprehensive Income for the year (696.01) 2,942.97 Profit for the year attributable to - Owners of the Company 322.04 3,070.15 - Non-controlling interest 0.10 0.17 322.14 3,070.32 Other comprehensive income for the year attributable to - Owners of the Company (1,018.15) (127.35) - Non-controlling interest - - (1,018.15) (127.35) Total comprehensive income for the year attributable to - Owners of the Company (696.11) 2,942.80 - Non-controlling interest 0.10 0.17 (696.01) 2,942.97 Earnings Per Equity share of Face value of ₹ 10/- each 44 (1) Basic (in ₹) 6.04 57.57 (2) Diluted (in ₹) 6.04 57.57 Material Accounting policies 1 See accompanying Notes to the Consolidated Financial Statements 2-54 As per our Report of even date For and on behalf of the Board of Directors For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Sd/- Harsh R Gandhi Sd/- Hemal H Gandhi Managing Director Executive Director DIN: 00133091 DIN: 01444424 Sd/- Apurva R. Shah Sd/- Shilpa Mehta Partner Membership No. 047166 Chief Financial Officer Mumbai, 15th May, 2026 Mumbai, 15th May, 2026
190 CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs) Year ended 31-March-2026 Year ended 31-March-2025 Cash flow from Operating activities Net profit before tax and extra ordinary items 946.78 4,293.48 Adjustments for - Depreciation 1,865.67 1,601.75 - (Profit) / Loss on sale of Property, plant and equipment (Net) 10.15 (5.90) - Property, plant and equipment Discarded 76.47 80.82 - Amortization of Deferred Income (6.00) (1.00) - Interest Income (9.12) (26.16) - Dividend Income - (3.67) - Interest Expense 1,479.99 1,047.12 - Rent Income (20.10) (19.32) - Gain / (Loss) on Investment (135.88) 25.25 - Net unrealised foreign exchange (gain)/loss (78.74) 54.16 - Balances written off (net) (12.32) - - Provision for expected credit losses 0.56 30.57 - Employee benefits expenses 380.59 40.47 Operating Profit before working capital changes 4,498.05 7,117.57 Adjustments for - (Increase)/Decrease in Trade and other receivables (759.89) (1,850.57) - (Increase)/Decrease in Inventories 159.35 (429.69) - Increase/(Decrease) in Trade and other payable 55.09 383.85 Cash generated from operations 3,952.60 5,221.16 Direct taxes paid (net of refund) (992.00) (764.99) Net cash generated from operating activities 2,960.60 4,456.17 Cash flow from investing activities - Interest received 8.16 127.76 - Sale / Insurance proceeds of Property, plant and equipment 44.36 330.10 - Rent Income 20.10 19.32 - Dividend Income - 3.67 - (Purchase) / Sale of Current Investments (1,058.18) (14.81) - Fixed Deposits in Bank - (4.00) - Purchase of Property, plant and equipment (4,608.87) (6,587.48) Net cash used in investing activities (5,594.43) (6,125.44) Cash flow from financing activities - Proceeds from Borrowings - Non Current 4,479.20 3,373.61 - Repayment of Borrowings - Non Current (923.66) (1,848.62) - Borrowings - Current (Net) 1,171.78 1,546.70 - Interest paid (1,330.36) (987.27) - Payment of Lease Liabilities (46.29) (33.66) - Dividend paid (773.33) (500.00) Net cash generated from financing activities 2,577.34 1,550.75 Net increase / (Decrease) in cash and cash equivalents (56.49) (118.51) Cash and cash equivalents as at 1st April (100.19) 18.32 Cash and cash equivalents as at 31st March (156.68) (100.19) Cash and Bank Balances Cash and cash equivalents (Refer note no. 9) Cash on hand 3.58 2.47 Balance with banks - In Current accounts 7.02 96.31 - In Cash Credit Accounts (202.92) (200.88) - In EEFC accounts 35.64 1.91 (156.68) (100.19) Other Bank Balance (Refer note no. 10) 14.55 17.67
191 CHANGE IN LIABILITY ARISING FROM FINANCING ACTIVITIES 01-April-2025 Cash Flow Foreign Exchange Movement 31-March-2026 Borrowing - Long Term (Refer Note 16) 3,759.29 3,555.54 1,314.25 8,629.08 Borrowing - Short Term (Refer Note 21) 10,632.30 1,171.78 1.45 11,805.52 14,391.59 4,727.32 1,315.70 20,434.60 01-April-2024 Cash Flow Foreign Exchange Movement 31-March-2025 Borrowing - Long Term (Refer Note 16) 2,166.71 1,524.99 67.60 3,759.29 Borrowing - Short Term (Refer Note 21) 9,089.71 1,546.70 (4.12) 10,632.30 11,256.42 3,071.69 63.48 14,391.59 The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Ind AS-7 - Statement of Cashflow As per our Report of even date For and on behalf of the Board of Directors For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Sd/- Harsh R Gandhi Sd/- Hemal H Gandhi Managing Director Executive Director DIN: 00133091 DIN: 01444424 Sd/- Apurva R. Shah Sd/- Shilpa Mehta Partner Membership No. 047166 Chief Financial Officer Mumbai, 15th May, 2026 Mumbai, 15th May, 2026 CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2026 (` in lakhs)
192 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st MARCH, 2026 A) Equity Share Capital (` in lakhs) Particulars As at 31-March-2026 As at 31-March-2025 Balance at the beginning of the current reporting year 533.33 133.33 Changes in Equity Share Capital due to prior year errors - - Restated balance at the beginning of the current reporting year 533.33 133.33 Changes in equity share capital during the current year - 400.00 Balance at the end of the current reporting year 533.33 533.33 B) Other Equity (` in lakhs) Particulars Reserves and Surplus Other Comprehensive Income TOTAL OTHER EQUITY Special capital incentive and Subsidy Profit on re-issue of forfeited shares Securities Premium account General Reserve Share Based Payment Reserve Retained Earnings Effective portion of Cash Flow Hedges Balance as at 1st April, 2024 (a) 53.30 0.01 41.67 6,500.00 - 9,900.02 45.47 16,540.47 Profit for the year - - - - - 3,070.15 - 3,070.15 Items of OCI for the year, net of tax Remeasurement gain/(loss) of defined benefit plans - - - - - (114.43) - (114.43) Fair value changes on cash flow hedge, net of tax - - - - - - (12.92) (12.92) Total Comprehensive Income (b) - - - - - 2,955.72 (12.92) 2,942.80 Appropriation during the year: - Utilised against issue of Bonus Shares - (0.01) (41.67) (358.32) - - - (400.00) Dividend on Equity Shares (₹ 37.50 per share) - - - - - (500.00) - (500.00) Share based payment expense - - - - 46.72 - - 46.72 Total of Appropriations (c) - (0.01) (41.67) (358.32) 46.72 (500.00) - (853.28) Balance as at 31st March, 2025 (a+b+c=d) 53.30 - - 6,141.68 46.72 12,355.74 32.55 18,629.99 Profit for the year - - - - - 322.03 - 322.03 Items of OCI for the year, net of tax Remeasurement gain / (loss) of defined benefit plans - - - - - (24.88) - (24.88) Fair value changes on cash flow hedge, net of tax - - - - - - (993.27) (993.27) Total Comprehensive Income (e) - - - - - 297.15 (993.27) (696.12) Appropriation during the year: Dividend on Equity Shares (₹ 14.50 per share) - - - - - (773.33) - (773.33) Share based payment expense - - - - 142.30 - 142.30 Total of Appropriations (f) - - - - 142.30 (773.33) - (631.04) Balance as at 31st March, 2026 (d+e+f) 53.30 - - 6,141.68 189.02 11,879.56 (960.72) 17,302.83 As per our Report of even date For and on behalf of the Board of Directors For Rajendra & Co. Chartered Accountants Firm Registration No. 108355W Sd/- Harsh R Gandhi Sd/- Hemal H Gandhi Managing Director Executive Director DIN: 00133091 DIN: 01444424 Sd/- Apurva R. Shah Sd/- Shilpa Mehta Partner Membership No. 047166 Chief Financial Officer Mumbai, 15th May, 2026 Mumbai, 15th May, 2026
193 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2026 CORPORATE INFORMATION The consolidated financial statements comprise financial statements of GRP Limited (the Parent) and its subsidiaries (collectively, the Group) for the year ended 31st March, 2026. The Parent Company is domiciled and incorporated in India under the Indian Companies Act, 1956. The registered office of the Company is situated at Plot No.8, GIDC Estate, Ankleshwar - 393 002, Gujarat, India. The Company is engaged mainly in manufacturing of Reclaim Rubber. Its other businesses include manufacturing of Engineering Plastics, Custom Die Forms, Polymer Composite Products, Crumb rubber, Recovered Steel, Tyre Pyrolysis Oil and recovered Carbon Black (Pyrova Energy) and Power generation from Windmill and Solar energy. 1 MATERIAL ACCOUNTING POLICIES AND KEY ACCOUNTING ESTIMATES AND JUDGEMENTS MATERIAL ACCOUNTING POLICIES: This note provides a list of the material accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied for all the years presented, unless otherwise stated. 1.1 Basis of preparation and presentation of financial statements: These financial statements are the consolidated financial statements of the Group prepared in accordance with Indian Accounting Standards (‘Ind AS’) notified under Section 133 of the Companies Act, 2013, read together with the Companies (Indian Accounting Standards) Rules, as amended from time to time. These consolidated financial statements have been prepared and presented under the historical cost convention, except for certain financial assets and financial liabilities that are measured at fair values at the end of each reporting period, as stated in the accounting policies set out below. The accounting policies have been applied consistently over all the periods presented in these financial statements. These financial statements are presented in Indian Rupees, which is also its functional currency, and all values are rounded to the nearest lakhs, except when otherwise stated. 1.2 Current / Non-current classification: For the purpose of current/non-current classification of assets and liabilities, the Group has ascertained its normal operating cycle as twelve months. This is based on the nature of products and services and the time between the acquisition of assets or inventories for manufacturing and their realization in cash and cash equivalents. 1.3 Principles of consolidation: The consolidated financial statements relate to GRP Limited (‘the Parent Company’) and its subsidiaries. The consolidated financial statements have been prepared on the following basis: a The financial statements of the Parent Company and its subsidiaries are combined on a line by line basis by adding together like items of assets, liabilities, equity, incomes, expenses and cash flows, after fully eliminating intra-group balances and intra-group transactions. b Profits or losses resulting from intra-group transactions that are recognised in assets, such as inventory and property, plant & equipment, are eliminated in full. c Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. d Non Controlling Interest’s share of profit / loss of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Company. e Non Controlling Interest’s share of net assets of consolidated subsidiaries is identified and presented in the Consolidated Balance Sheet separate from liabilities and the equity of the Company’s shareholders. 1.4 Summary of Material Accounting policies (A) Property, Plant and Equipment Tangible assets: An item of property, plant and equipment that qualifies as an asset is measured on initial recognition at cost. Following initial recognition, items of property, plant and equipment are carried at its cost less accumulated depreciation and accumulated impairment losses, if any.
194 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2026 The cost of an item of property, plant and equipment comprises of its purchase price including import duties and other non refundable purchase taxes or levies, directly attributable cost of bringing the asset to its working condition for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. Expenses directly attributable to new manufacturing facility during its construction period including borrowing costs are capitalized, if the recognition criteria are met. Expenditure related to plans, designs and drawings of buildings or plant and machinery is capitalized under relevant heads of property, plant and equipment if the recognition criteria are met. Gains or losses arising from derecognition of assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss. Capital work in progress and Capital advances: Cost of assets not ready for intended use, as on the Balance Sheet date, is shown as capital work in progress. Advances given towards acquisition of property, plant and equipment outstanding at each Balance Sheet date are disclosed as Other Non-Current Assets. Depreciation: Depreciation on depreciable item of property, plant and equipment is provided on straight line method for the period for which the assets have been used as under: (a) Depreciation on assets is provided over the useful life of assets as prescribed under schedule II of the Companies Act, 2013. (b) Plant and machinery which have worked for more than single shift, depreciation is provided for accordingly as per rate prescribed in schedule II of the Companies Act, 2013. (c) Leasehold land is amortised over the period of lease. Intangible Assets and Amortisation: Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortised on a straight line basis over their estimated useful lives. The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly. Gain or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognized as income or expense in the Statement of Profit and Loss. The period of amortisation is as under : Asset Period of amortisation Computer Software 6 years Copyrights 10 years Trademark 10 years (B) Finance Costs: Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs, if any, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalised, all other borrowing costs are charged to the statement of profit and loss for the period in which they are incurred. (C) Investment Properties: Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group for its business, is classified as investment property. Investment property is measured initially at its cost, including related transaction costs and wherever applicable its borrowing costs. Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the statement of profit and loss for the period in which they are incurred.
195 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2026 Investment properties are depreciated using the straight-line method over their estimated useful lives as follows: Asset Category Useful life Basis for charging Depreciation Office Building 60 Life as prescribed under Schedule-II of the Companies Act, 2013 Though the Group measures investment property using cost based measurement, the fair value of investment property (Office building) is disclosed in the note 2D. Fair values are determined based on an annual evaluation performed by an external independent valuer for Office Building. (D) Impairment of non-financial assets - property, plant and equipment and intangible assets: The Group assesses at each reporting date as to whether there is any indication that any property, plant and equipment and intangible assets or group of assets, called cash generating units (CGU) may be impaired. If any such indication exists the recoverable amount of an asset or CGU is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belongs. An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds its recoverable amount. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount. (E) Government Grants and Subsidy: Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the company will comply with all attached conditions. Government grants relating to income are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate for and presented within other income. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets and presented within other income or reduced from respective Property, plant and equipment. (F) Tax Expenses: Tax expense is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax. Current tax: Current tax is the amount of income taxes payable in respect of taxable profit for a period. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible under the Income Tax Act, 1961. Current tax is measured using tax rates that have been enacted by the end of reporting period for the amounts expected to be recovered from or paid to the taxation authorities. Deferred tax: Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit under Income Tax Act, 1961. Deferred tax assets are recognised to the extent it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax losses can be utilized. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of Deferred tax liabilities and assets are reviewed at the end of each reporting period. Presentation of current and deferred tax: Current and deferred tax are recognized as income or an expense in the Statement of Profit and Loss, except when they relate to items that are recognized in Other Comprehensive Income, in which case, the current and deferred tax income/expense are recognized in Other Comprehensive Income.
196 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2026 (G) Inventories: Items of inventories are measured at lower of cost or net realisable value after providing for obsolescence, if any. Cost of Inventories comprises of cost of purchase, cost of conversion and other costs incurred in bringing them to their respective present location and condition. Cost of raw materials, stores & spares, packing materials are determined on weighted average basis. However raw materials are written down to realisable value only if the cost of the related finished goods is not expected to recover the cost of raw materials. Work-in-progress and finished goods are valued at lower of cost and net realisable value. Cost of work in progress and finished goods is determined on absorption costing method which include cost of conversion and other costs incurred in bringing the inventories to their present location and condition. (H) Financial Instruments: 1 Financial Assets a Initial recognition and measurement: All financial assets are recognized initially at fair value, plus in the case of financial assets not recorded at fair value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of the financial asset. However, trade receivables that do not contain a significant financing component are measured at transaction price. b Subsequent measurement: I Financial assets carried at amortised cost A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. II Financial assets at fair value through other comprehensive income A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. III Financial assets at fair value through profit or loss A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss. c Impairment of financial assets In accordance with Ind AS 109, the Group uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairment of financial assets other than those measured at fair value through profit and loss (FVTPL). Expected credit losses are measured through a loss allowance at an amount equal to: - The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or - Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument). For trade receivables Group applies ‘simplified approach’ which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Group uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analysed. For other assets, the Group uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used. 2 Financial Liabilities a Initial recognition and measurement: All financial liabilities are recognized initially at fair value and in case of loans and borrowings, net of directly attributable cost. Cost of recurring nature are directly recognised in profit or loss as finance cost.
197 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2026 b Subsequent measurement: Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments. 3 Derivative Financial Instruments The Group uses various derivative financial instruments such as forwards and options to mitigate the risk of changes in foreign exchange rates. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are also subsequently measured at fair value. Derivatives are carried as other financial assets when the fair value is positive and as other financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to Statement of Profit and Loss, except for the effective portion of cash flow hedges which is recognised in Other Comprehensive Income and later to Statement of Profit and Loss when the hedged item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-financial assets or non-financial liability. 4 Derecognition of financial instruments The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Group's Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires. (I) Fair Value: The Group measures financial instruments at fair value in accordance with the accounting policies mentioned above. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: - in the principal market for the asset or liability, or - in the absence of a principal market, in the most advantageous market for the asset or liability All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy that categorizes into three levels, described as follows, the inputs to valuation techniques used to measure value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). Level 1 — quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 — inputs that are unobservable for the asset or liability For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period and discloses the same. (J) Revenue Recognition: (i) Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration entitled in exchange for those goods or services. Generally, control is transferred upon shipment of goods to the customer or when the goods is made available to the customer, provided transfer of title to the customer occurs and the Group has not retained any significant risks of ownership or future obligations with respect to the goods shipped. Revenue from rendering of services is recognised over time by measuring the progress towards complete satisfaction of performance obligations at the reporting period.
198 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2026 Revenue is measured at the amount of consideration which the Group expects to be entitled to in exchange for transferring distinct goods or services to a customer as specified in the contract, excluding amounts collected on behalf of third parties (for example taxes and duties collected on behalf of the Government). Consideration is generally due upon satisfaction of performance obligations and a receivable is recognized when it becomes unconditional. (ii) Income from Power generation is accounted on the basis of certification of Gujarat Electricity Development Authority and Maharashtra State Electicity Distribution Company Ltd (iii) Credits on account of Duty drawback and other benefits, which are due to be received with reasonable certainty, are accrued upon completion of exports. (iv) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. (v) Revenue in respect of EPR credits is accounted on an accrual basis by valuing them at the minimum rate notified by the Central Pollution Control Board. (vi) Dividend income is recognized when the right to receive dividend is established. (vii) Rental income arising from operating leases on investment properties is accounted for on a straight- line basis over the lease terms and is included in other income in the statement of profit or loss due to its non-operating nature. (K) Foreign currency transactions and translation: Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowings that are directly attributable to the acquisition or construction of qualifying assets, are capitalized as cost of assets. (L) Employees Benefits: Short Term Employee Benefits: All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. Expense in respect of other short term benefits is recognized on the basis of the amount paid or payable for the period during which services are rendered by the employee. Post Employment Employee Benefits : (i) Defined Contribution Plans : (a) Provident Fund: The Group makes specified monthly contribution to statutory provident fund in accordance with the Employees Provident Fund & Miscellaneous Provisions Act, 1952, which is a defined contribution plan and contribution paid or payable is recognized as an expense in the period in which services are rendered by the employee. (b) Superannuation: The Parent Company has Superannuation Plan for its executives - a defined contribution plan. The Parent Company makes annual contribution of the covered employees' salary, subject to maximum of ₹ 1.50 lakh per employee, for the executive opting for the benefit. The plan is managed by a Trust and the funds are invested with Life Insurance Corporation of India under its Group Superannuation Scheme. Annual contributions as specified under the Trust deed are paid to the Life Insurance Corporation of India and recognised as an expense of the year in which the liability is incurred. (ii) Defined Benefit Plans: (a) Gratuity: The Parent Company pays gratuity to the employees who have completed five years of service with
199 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2026 the Company at the time of resignation/superannuation. The gratuity is paid @15 days salary for every completed year of service as per the Payment of Gratuity Act, 1972. The gratuity liability amount is contributed to the approved gratuity fund formed exclusively for gratuity payment to the employees. The gratuity fund has been approved by respective Income Tax authorities. The liability in respect of gratuity is made based on actuarial valuation done by an independent agency of notified actuaries by using the projected unit credit method. Re-measurement of defined benefit plans in respect of post-employment and other long term benefits are charged to the Other Comprehensive Income. For Subsidiaries & Joint Venture gratuity benefit are provided on the basis of management estimate. (b) Leave Encashment: Provision for leave encashment, which is a defined benefit, is made based on actuarial valuation done by an independent agency of notified actuaries by using the projected unit credit method. Actuarial Gains / Losses, if any are recognised in the statement of profit and loss. For Subsidiaries & Joint Venture gratuity benefit are provided on the basis of management estimate. (c) Employee Share based Payments: The Group operates equity settled sharebased plan for the employees (Referred to as Employee Stock Option Plan (ESOP)). ESOPs granted to the employees are measured at the fair value of the stock options at the grant date. Such fair value of the equity settled share based payments is expensed on a straight line basis over the vesting period, based on the Group's estimate of equity shares that will eventually vest, with a corresponding increase in equity (share based payment reserve). (M) Lease: The Group, as a lessee, recognizes a right-of-use asset and a lease liability for its leasing arrangements, if the contract conveys the right to control the use of an identified asset. The contract conveys the right to control the use of an identified asset, if it involves the use of an identified asset and the Group has substantially all of the economic benefits from use of the asset and has right to direct the use of the identified asset. The cost of the right-of-use asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs incurred. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The Group measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate For short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the lease term. (N) Research and Development: Revenue expenditure on Research and Development is charged in the period in which it is incurred. Capital Expenditure for Research and Development is capitalised when commissioned and included in the Plant, Property and Equipment and depreciated in accordance with the policies stated for Property, Plant and Equipment. (O) Provisions, Contingent Liabilities and Contingent Assets: Provisions: Provisions are recognised when there is a present obligation as a result of a past event. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value. Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount