Grauer & Weil (India) Ltd

Dear Members,

Your Directors have pleasure in presenting the 67th Annual Report on the business and operations of Grauer & Weil (India) Ltd. along with the audited financial statements for the financial year ended March 31, 2025.

The comparative standalone financial performance of the Company for the financial year 2024-25 with the previous financial year 2023-24 is summarized below:

The Company reported a total income of Rs. 1,17,360.50 Lacs for the financial year ended March 31, 2025, reflecting a growth of 8.2% over the previous year's income of Rs. 1,08,501.70 Lacs. This growth was primarily driven by a strong performance in the Surface Finishing division, which recorded a revenue increase of 12.5%. The Engineering and Mall Division registered a degrowth in revenues as compared to corresponding previous year by -24.8% and -6.8% respectively.

Operating profit (EBITDA before exceptional items) stood at Rs. 23,434.43 Lacs, marking a 7.3% increase over the previous year. Net profit rose by 9.0% to Rs. 15,700.73 Lacs, reflecting improved operational efficiencies and business performance.

Further details on the performance of each business segment and the outlook for the current year are provided in ‘Annexure - A' – Management Discussion and Analysis, which forms an integral part of this Report.

The Company remains committed to maintaining the highest standards of corporate governance and ethical conduct across all its operations. It continues to adhere to the principles of transparency, accountability, integrity, and fairness in all business dealings and decision-making processes. The governance framework is guided by the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws.

A detailed report on Corporate Governance, including a certificate from the statutory auditors regarding compliance with the conditions of corporate governance, forms part of this Annual Report as ‘Annexure - B'

Based on the Company's financial performance, the Board of Directors recommends a final dividend of Rs. 0.50 per equity share for the financial year ended March 31, 2025, subject to Shareholders' approval and would be paid to those Members whose names appear in the Register of Members as on the Record Date mentioned in the Notice convening the AGM. The dividend, if approved by the Members will involve a cash outflow of Rs. 2267.06 Lacs. The dividend payment will be subject to applicable income tax deductions.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. In terms of the provision of Regulation 43A of the SEBI Listing Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company's website at : https://growel.com/subpage/Policy

The Company has transferred a sum of Rs. 13,000 Lacs (Previous year: Rs. 12,500 Lacs) to the General Reserve for the financial year 2024-25.

The authorised share capital of the Company is Rs. 50,00,00,000/- divided into 50,00,00,000 Equity Shares of Rs. 1/- each.

The Shareholders of the Company on March 30, 2024 through Postal Ballot Process, approved the issue of 22,67,05,750 Bonus Shares to the existing Shareholders in ratio of 1:1. During the financial year, the Board by passing Resolution in its meeting held on April 15, 2024, approved the allotment of 22,67,05,750 Equity Shares of Rs. 1/- each as fully paid Bonus Shares. Thus issued, subscribed and paid–up equity share capital of the Company has increased from Rs. 22,67,05,750/- divided into 22,67,05,750 Equity Shares of Rs. 1/- each to Rs. 45,34,11,500/- divided into 45,34,11,500 Equity Shares of Rs. 1/- each.

There was no public issue, rights issue or preferential issue etc. during the year. During the year under review, the Company has not issued any Sweat Equity Shares or shares with differential rights as to dividend, voting or otherwise.

In accordance with SEBI Listing Regulations, significant changes (change of 25% or more as compared to the immediately previous financial year) in key financial ratios, are provided in the Management Discussion and Analysis Report.

The Company has established an internal control framework aligned with the size and nature of its operations. The internal audit is conducted regularly and reviewed by the Audit Committee.

In line with its commitment to inclusive and sustainable development, the Company undertook various CSR initiatives during the financial year 2024–25 in the areas of education, research & development, healthcare, sanitation, hunger and poverty eradication, environmental sustainability, and community development.

During the year, the Company spent Rs. 311.06 Lacs on its CSR activities. The disclosures as required under Section 135 of the Companies Act, 2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), are provided in ‘Annexure – C ', which forms part of this Board's Report.

Details regarding the constitution and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report. The CSR Policy of the Company is available on its website at: https://growel.com/subpage/Policy.

We understand that risks are potential events or situations that could harm Company's operations, business, finances, reputation, profitability or stakeholders. Risk Management is an important aspect which is given utmost importance at all levels as we continuously monitor, identify, analyse, evaluate, reduce and report business-related risks in order to ensure the long-term sustainability and continuation of the business. This helps us foresee challenges and create effective strategies for risk control. Our proactive approach not only reduces potential negative impacts but also allows us to seize opportunities from understanding risks better.

Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI Listing Regulations, the Board of Directors of the Company has formed a Risk Management Committee. The Risk Management Committeereviewskeyrisksalongwiththeriskresponse plans, oversees the establishment and implementation of an adequate system of risk management, advises the Board on the effectiveness on the risk management systems & appropriate methodology, processes and systems are in place to monitor and evaluate risks and oversee implementation of the policy.

Pursuant to provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, Company has a well-established whistle blower policy as part of vigil mechanism for observing the conduct of Directors and employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of conduct to the Management of the Company or Audit Committee in case where the concern involves the Senior Management.

This mechanism also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism. The details of the Whistle Blower policy is available on the website of the Company at https://growel.com/subpage/Policy and the Committee which oversees the compliance are explained in detail in the Corporate Governance Report.

There were no complaints received during the financial year 2024-25.

In accordance with the Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at : www.growel.com.

The particulars of loans given, investments made, securities provided and guarantees given as required under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 34(3) read with

Schedule V of the SEBI Listing Regulations forms part of the financial statements.

The Company has formulated a policy on related party transactions which is also available on the website of the Company at https://growel.com/subpage/ Policy. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and / or entered in the ordinary course of business and are at an arm's length basis.

All related party transactions entered during the financial year were in the ordinary course of the business and at an arm's length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2024-25.

Disclosures of transactions with related parties are set out in Notes to Accounts forming part of the standalone financial statements. There are no materially significant related party transactions that may have conflict with the interest of the Company.

Pursuant to an order dated March 5, 2025 issued by the Maharashtra Pollution Control Board (MPCB) under the provisions of the Water (Prevention & Control of Pollution) Act, 1974 and the Air (Prevention & Control of Pollution) Act, 1981, the operations of Growel's 101 Mall were directed to be closed. This order was upheld by the Hon'ble Bombay High Court on March 19, 2025, following which mall operations were suspended. The Company has since filed a Special Leave Petition before the Hon'ble Supreme Court challenging the closure order, which is currently pending adjudication.

Despite the temporary suspension of mall operations, the Company's other business segments continue to function without disruption.

As the legal proceedings are ongoing and the matter remains sub judice, no provision has been made in books of accounts relating to aforesaid matter and other consequential claims.

Further During the year under review, there was no proceeding initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016.

In accordance with the Articles of Association of the Company and the provisions of Section 152 of the Companies Act, 2013 Mr. Rohit Kumar More (DIN : 00139797) – Whole-time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended his re-appointment. Resolution seeking his reappointment along-with his profile forms part of the Notice of Annual General Meeting.

The Board of Directors, upon recommendation of the Nomination and Remuneration Committee and by passing Resolution through circulation, appointed Mr. Ashok Kumar Kanodia (DIN : 00002563) and Mr. Anil Mahabirprasad Gadodia (DIN : 00053783) as an Additional Directors Independent Directors) of the Company from July 27, 2024 upto the date of ensuing Annual General Meeting. Further, Members of the Company, by passing Resolution in the Annual General Meeting held on September 25, 2024, approved their appointment as an Independent Directors on the Board of the Company for a term of five consecutive years commencing from July 27, 2024 till July 26, 2029.

Cessation

During the financial year, Mr. Suresh Pareek (DIN : 00757066) and Mr. Tarun Kumar Govil (DIN : 06924673), Non-executive Independent Directors of the Company have completed their second term as an Independent Directors of the Company and consequently, pursuant to the provisions of Sec. 149(11) of the Companies Act, 2013, they ceased to be Independent Directors of the Company with effect from end of day July 30, 2024.

The Board of Directors and the Management of the Company place on record their sincere appreciation for the contributions made by Mr. Suresh Pareek and Mr. Tarun Kumar Govil during their association with the Company over the years.

Re-appointment

PursuanttotherecommendationoftheNomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 26, 2025, appointed Dr. Prerna Sonthalia Goradia as an Additional Director of the Company with effect from July 29, 2025, upto the date of this Annual General Meeting.

Further, subject to approval of Shareholders at the ensuing AGM, it is proposed appoint her as an Independent Director for another term of five consecutive years commencing from July 29, 2025 and ending on July 28, 2030 (both days inclusive), not liable to retire by rotation.

The Company has received necessary declarations of independence from all the Independent Directors as prescribed under Section 149(7) of the Act and Regulations 16 and 25 of the SEBI Listing Regulations confirming that he/she is not disqualified from appointing / continuing as Independent Director. The Independent Directors of the Company have also registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The Directors have further confirmed that they are not debarred from holding the office of Director under any SEBI order or under the order of any such authority.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

All Directors are aware and are also updated, as and when required, of their responsibilities, roles and liabilities.

The Company conducts familiarization programs for Independent Directors to enable them to understand their roles, rights, duties and responsibilities. Each newly appointed Independent Director is taken through a formal induction program regarding the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters and corporate social responsibility initiatives of the Company. This also includes the presentation from the Managing Director on the Company's manufacturing, marketing, finance and other important functions.

Presentations are also made at the Board and Committee Meetings which facilitate them to clearly understand the business of the Company and the environment in which the Company operates. Operational updates are provided for them to have a good understanding of Company's operations, businesses and the industry as a whole. They are periodically updated on material changes in regulatory framework and its impact on the Company. The Company's Policy of conducting familiarisation program has been disclosed at the website of the Company at www.growel.com.

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established processes for performance evaluation of Directors, the Board and Committees of the Board.

Pursuant to the provisions of the Act, and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually. A structured evaluation was carried out based on various parameters such as skills and experience to perform the role, level of participation, contribution to strategy, degree of oversight, professional conduct and independence.

The performance of the Whole-time Directors, KMPs and Senior Management Personnel is evaluated at regular intervals (yearly) by the Managing Director / Whole-time Directors as applicable. The details of evaluation process of the Board, its Committees and Individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

During FY 2024-25, Five meetings of the Board of Directors were held on April 15, 2024; May 28, 2024; August 12, 2024; October 24, 2024 and February 6, 2025. The maximum time-gap between any two consecutive meetings did not exceed one hundred and twenty days.

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on February 6, 2025.

A detailed note on the composition of the Board including the terms of reference are given in the Corporate Governance Report forming part of the Annual Report.

As required under the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders Relationship Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are provided in the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Companies Act, the Key Managerial Personnel of the Company as of the date of this Report are :

Mr. Nirajkumar More (DIN : 00113191) - Managing Director Mr. Yogesh Samat (DIN : 00717877) - Director (Operations) Mr. Rohit More (DIN : 00139797) - Whole-time Director Mr. Gurinder Singh Gulati – Chief Financial Officer Mr. Chintan K. Gandhi - Company Secretary

The Company has in place a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. The Policy is aimed at providing every woman at the workplace a safe, secure and dignified work environment.

An "Internal Committee'' (IC) has also been set up to redress such complaints, if any. The IC has been constituted as per the Act, to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2024-25, the Company has not received any complaints. Further no complaints were pending at the beginning of the financial year.

As per Regulation 34 of the SEBI Listing Regulations, a separate section on Business Responsibility and Sustainability Reporting forms a part of this Annual Report as ‘Annexure - D'

Pursuant to the provisions under Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) inthepreparationoftheannualaccountsfortheyear ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have 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 March 31, 2025 and of the profit of the Company for the financial year April 1, 2024 to March 31, 2025;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary and associate companies in the Form AOC - 1 is provided as part of the consolidated financial statements.

The Audited Financial Statements of the Subsidiary and associate Companies have not been included in the Annual Report. The financial statements of the same will be made available, upon request, to the Members seeking such information at any point of time. These financial statements will also be available on the Website of the Company at www.growel.com.

As on date, Company has 1 (One) Indian subsidiary viz. Kamtress Automation Systems Private Limited and 3 (Three) overseas subsidiaries viz. Grauer & Weil (Shanghai) Limited in China, Growel Chemicals Co. Limited in Thailand and Grauer and Weil Middle East FZE in United Arab Emirates. Company also have 2 (Two) Associate Companies viz. Grauer & Weil Engineering Private Limited and Growel Sidasa Industries Private Limited, who has applied to the Registrar of Companies for their names to be struck off.

The Company has incorporated a wholly owned subsidiary in Umm Al Quwain, United Arab Emirates under the name of ‘Grauer and Weil Middle East FZE' on October 16, 2024.

The Company has formulated a policy on the identification of material subsidiaries in line with Regulation 16(c) of the SEBI Listing Regulations, 2015, as amended and the same is placed on the website of the Company at https://growel.com/subpage/Policy. As of March 31, 2025, Company does not have any material subsidiary Company.

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind - AS) notified under Section 133 of the Act, read with relevant Rules and other accounting principles.

The Consolidated Financial Statement has been prepared based on the financial statements received from Subsidiaries and Associate Company. The consolidated financial statements of the Company prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, duly audited by Statutory Auditors, also forms part of this Annual Report.

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members at their 64th AGM held on September 22, 2022, had appointed M. M. Nissim & Co. LLP, Chartered Accountants as a Statutory Auditors of the Company for a term of 5 (five) years, i.e., from the conclusion of 64th Annual General Meeting (AGM) till the conclusion of 69th AGM of the Company. They hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors' Report to the Members for the year under review is unmodified. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3) (f) of the Act.

As per the provisions of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.

Pursuant to the provisions of Sections 139, 141 and 148 of the Act read with rules made thereunder, the Board, upon the recommendation of the Audit Committee, had approved the appointment of V. J. Talati & Co., Cost Accountants as the Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ended March 31, 2025. V. J. Talati & Co. had under Section 139(1) of the Act and the Rules made thereunder, furnished a certificate of their eligibility and consent for appointment.

The Board, on the recommendations of the Audit Committee, have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by Members at the ensuing AGM. The resolution in this regard is being placed for approval of the Members in the notice of the ensuing AGM.

The Board at its meeting held on May 28, 2024, appointed GMJ & Associates, Firm of Practicing Company Secretaries as Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report in Form MR - 3 is annexed herewith as ‘Annexure - E' to this Annual Report. The

SecretarialAudit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provision of Regulation 24A of the SEBI Listing Regulations and in accordance with Section 204 of the Act, Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM.

In light of the aforesaid, the Board of the Company has recommended the appointment of GMJ & Associates, Firm of Practicing Company Secretaries, Mumbai as the Secretarial Auditor of the Company for a period of 5 (Five) consecutive financial years, i.e.; from FY 2025-26 up to FY 2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

GMJ & Associates have confirmed that their appointment,ifmade,willcomplywiththeeligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

Pursuant to the provisions of Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, dividend / interest / refund of applications which remains unclaimed / unpaid for a period of 7 years is required to be transferred to IEPF. Accordingly, during the year under review, the Company has transferred to IEPF a sum of Rs. 13,90,706/- (Rupees Thirteen Lacs Ninety Thousands Seven Hundred and Six only) being the amount towards unpaid / unclaimed dividend on the Equity Shares of the Company. The unclaimed / unpaid dividend amount transferred is out of the dividend declared in year 2017.

Further, the IEPF Rules mandate the companies to transfer all shares on which dividend remains unclaimed / unpaid for a period of 7 consecutive years to the demat account of the IEPF Authority. Accordingly, 1,74,950 shares in respect of which the dividend was unpaid / unclaimed for a period of 7 consecutive years was also transferred to IEPF.

Ensuring the health, safety, and well-being of employees is a fundamental priority of the Company. Your Company recognises that a sustainable and secure workplace is crucial to enhancing both productivity and employee satisfaction. These initiatives reflect a profound commitment to creating a workplace culture that prioritises the physical and mental health of its employees.

All offices, plants and branches are equipped with fire extinguishers and firefighting equipment, which are regularly monitored and refilled. Fire safety guidelines are consistently communicated to all employees. Regular fire drills are conducted as per defined frequencies to ensure preparedness and swift response in the event of an emergency. During the financial year 2024-25, there were no reported major fire incidents across our organisation.

Regular safety walks and meetings are conducted and a robust review mechanism ensures timely closure of open points. Almost all manufacturing sites are well established with occupational health centre and accommodated with trained doctor and nurses. Periodic internal and external audits verify compliances and there were no fatalities for financial year 2024-25.

a. During the financial year, the Company has not invited, accepted, or renewed any public deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

b. The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

c. The Information as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in ‘Annexure - F' to this report.

d. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) is enclosed as ‘Annexure - G' to this report. The statement containing the 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 read with Rule 5(2) and 5(3) of the aforementioned Rules will be made available on request sent to the dedicated email address of the Company at secretarial@growel.com. e. The Equity Shares of the Company are at presently listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001. The Company is regular in payment of listing fees. f. Subject to the applicable provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of Members whose email IDs are registered in their demat account or are otherwise provided by the Members. g. A letter providing the web-link, including the exact path, where the complete details of the Annual Report are available, is being sent to those Members who have not registered their e-mail address with the Company, RTA or Depository Participant(s).

We take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank our banks, business associates, Members and other stakeholders for their continued support to the Company.