Your Directors are pleased to present the 68^th Annual Report together with the audited financial statements for
the financial year ended March 31, 2026.

Financial Results

The Company's standalone financial performance during the financial year 2025-26 as compared to the previous
financial year 2024-25 is summarized below:

Financial and operation highlights

The Company reported total revenue of H 1,17,843.86 Lacs
for the financial year ended March 31, 2026, as compared
to H 1,12,719.53 Lacs in the corresponding previous year,
registering a growth of 4.6%. The industrial business of
the Company grew by 7.7%, reflecting the resilience and
steady momentum of the Company's core operating
businesses, particularly considering the Mall Division
which remained closed throughout the period under
review.

Earnings Before Interest, Depreciation, Tax &
Amortisation before exceptional items (EBITDA) stood
at H 24,598.82 Lacs, marking a 5.0% increase over the
previous year. Net profit rose by 6.5% to H 16,725.85
Lacs, reflecting improved operational efficiencies and
business performance despite effect of mall closure.

The financial and operational 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.

Dividend

The Board has recommended a final dividend of
H 0.50/- (Paisa fifty only) per Equity Share Capital of
H 1/- (Rupee One only) each [previous year H 0.50/-
(Paisa fifty only) per Equity Share Capital of H 1/-
(Rupee One only)] for the year ended March 31, 2026.
The dividend is subject to approval of Shareholders at
the ensuing Annual General Meeting ("AGM") and shall
be subject to deduction of tax at source. The dividend,
if approved by the Shareholders at the 68^th Annual

General Meeting, would involve a cash outflow of
H 2,267.06 Lacs.

The dividend recommended is in accordance with the
Dividend Distribution Policy of the Company which is
accessible at the Company's website athttps://growel.
com/subpage/Policy in compliance with provision
of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred
to as 'SEBI Listing Regulations, 2015'), as amended.

Dividend, if approved by the members, will be paid
electronically pursuant to the amendment to Regulation
12 notified by the Securities and Exchange Board of
India vide the SEBI (Listing Obligations and Disclosure
requirements) (Fifth Amendment) Regulations,
2025, effective November 19, 2025. Accordingly, the
Company would be unable to pay dividend through
warrants and cheques.

Transfer to Reserve

The Company has transferred a sum of H 14,000 Lacs
(Previous year: H 13,000 Lacs) to the General Reserve
for the financial year 2025-26.

Consolidated Financial Statements

In accordance with Indian Accounting Standard (IND
AS) - 110 on Consolidated Financial Statements read
with Indian Accounting Standard (IND AS) - 28 on
Investments in Associates and Joint Ventures, the
audited consolidated financial statements are provided
in the Annual Report.

Corporate Governance Report

Your Company reaffirm its commitment to good
corporate governance practices. The governance
framework is guided by the applicable provisions of
the Companies Act, 2013, SEBI Listing Regulations,
2015 and other applicable laws. The compliance report
on Corporate Governance along with the Auditor's
Certificate on compliance with the conditions of
corporate governance is provided in ‘Annexure - B’ of
this Report.

Share Capital and Bonus Shares

The authorised share capital of the Company is
H 50,00,00,000/- divided into 50,00,00,000 Equity
Shares of H 1/- each. The issued, subscribed and paid-up
equity share capital of the Company is H 45,34,11,500/-
divided into 45,34,11,500 Equity Shares of H 1/- each.

There was no change in the share capital of the
Company during the year whether by way of public
issue, rights issue or preferential issue nor the Company
has issued any Sweat Equity Shares or shares with
differential rights as to dividend, voting or otherwise.

Public Deposits

The Company has not accepted any deposits from the
public during the year under review within the meaning
of Sections 73 and 74 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules,
2014. Further, no amount of principal or interest on
deposits was outstanding as on March 31, 2026.

Change in the nature of business

There was no change in the nature of business of the
Company during the financial year ended March 31,
2026.

Internal Control systems and their
adequacy

The Company has in place adequate internal control
systems and a risk management framework that are
well-suited to the size and nature of its business. An
independent firm of Chartered Accountants conducts
regular internal audits. These control systems and
frameworks are reviewed by the Top Management and
the Audit Committee of the Board, with necessary
follow-up actions taken wherever required.

Corporate Social Responsibility (CSR)

In compliance with the requirements of Section 135 of
the Act read with The Companies (Corporate Social
Responsibility Policy) Rules, 2014, the CSR Policy
of the Company is available on the website of the
Company and can be accessed athttps://growel.com/
subpage/Policy.

The Annual report on CSR activities, which contains
details of expenditures incurred by the Company
and brief details on the CSR activities, is provided in
'Annexure - C' to this Report.

Risk Management

Pursuant to Regulation 21 of the Listing Regulations,
the Company has a Risk Management Committee, the
details of which are given in the Corporate Governance
Report forming part of Annual Report.

Vigil mechanism / Whistle Blower Policy

The Company has, pursuant to provisions of Section
177(9) of the Act and Regulation 22 of the SEBI Listing
Regulations, 2015, established vigil mechanism under
the Whistle Blower Policy ('Policy') for Directors,
employees and other stakeholders of the Company
to report their genuine concerns about unethical
behaviour, serious irregularities, actual or suspected
fraud or violation of the Code of Conduct or other
policies of the Company, details of which are provided
in the Corporate Governance Report, which form part
of this report.

The Chairman of the Audit Committee acts as the
Ombudsperson and employees have been provided
direct access to communicate concerns through
established channels including e-mail, postal
correspondence and telephone. The Whistle Blower
Policy is available on the Company's website athttps://
growel.com/subpage/Policy.

No complaint of Whistle Blower is received during the
financial year 2025-26.

Annual Return

As per the provisions of Section 134(3)(a) the Annual
Return of the Company may be accessed under
Financials tab on the Company's website at the link
www.growel.com.

Loans, guarantees and investments

The Company has disclosed the particulars of the
loans given, investments made or guarantees given or
security provided during the year, as required under
Section 186 of the Companies Act, 2013, Regulation
34(3) and Schedule V of the SEBI Listing Regulations,
2015 in Notes, forming part of the financial statements.

Related party transactions

Company's policy on the related party transactions
can be accessed on the Company's website at the
link:https://growel.com/subpage/Policy. All Related
Party Transactions entered into during the financial
year were in the ordinary course of business and on
an arm's length basis. Accordingly, the disclosure of

Related Party Transactions in Form AOC-2 in terms of
Section 188 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 is not applicable.
The disclosure with respect to the transactions with
promoter and promoter group which is holding 10% or
more of the shareholding in the Company are given in
the notes forming part of the financial statements.

Significant and Material Orders passed
by the Regulators or Courts

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.

Material changes and commitments
from the end of Financial Year

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.

Insolvency and Bankruptcy Code, 2016

The Company has not made any application during the
year and no proceeding is pending under Insolvency &
Bankruptcy Code, 2016 (IBC).

Board of Directors

During the financial year ended March 31, 2026, no
changes took place in the composition of the Board of
Directors of the Company.

a. Director retiring by rotation

In accordance with the relevant provisions of the
Act and in terms of the Articles of Association of
the Company, Mr. Yogesh Samat (DIN : 00717877),
who has completed 62 years of age, retires by
rotation at the ensuing AGM and, being eligible,
offers himself for re-appointment. The Board
recommends his appointment for your approval
in the best interests of the Company. The relevant
details of Mr. Yogesh Samat form part of the Notice
convening the 68^th AGM.

b. Re-appointment of Executive Directors

The members in the 63^rd Annual General Meeting
held on September 29, 2021

a. appointed Mr. Yogesh Samat (DIN : 00717877),
as a Whole-time Director of the Company for
a period of 5 (Five) Years w.e.f. July 1, 2021 to
June 30, 2026

b. re-appointed Mr. Rohit Kumar More (DIN :
00139797) as a Whole-time Director of the
Company for a period of 5 (Five) Years w.e.f.
April 1, 2022 to March 31, 2027

The Board, upon the recommendation of the
Nomination and Remuneration Committee
recommends, subject to approval by the
Shareholders, the re-appointment of

a. Mr. Yogesh Samat (DIN : 00717877), as a
Whole-time Director of the Company for a
further period of 2 (Two) Years w.e.f. July 1,

2026 to June 30, 2028

b. Mr. Rohit Kumar More (DIN : 00139797) as a
Whole-time Director of the Company for a
further period of 5 (Five) Years w.e.f. April 1,

2027 to March 31, 2032

c. Independent Directors

The Independent Directors of the Company have
confirmed that they have registered themselves
with the Indian Institute of Corporate Affairs,
Manesar and have their name included in the
databank of Independent Directors within the
statutory timeline.

The Board is of the opinion that the Independent
Directors of the Company hold the highest
standards of integrity and possess the requisite
expertise and experience required to fulfil their
duties as Independent Directors.

d. Declaration by Independent Directors

The Company has received the necessary
declarations from all the Independent Directors
confirming that they meet the criteria of
independence as prescribed under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)
(b) of the SEBI Listing Regulations, 2015.

f. Familiarisation programme for the Directors

The Company has put in place a Familiarisation
Programme for Independent Directors to familiarise
them with their roles, rights and responsibilities in
the Company, the nature of the industry in which
the Company operates, the business model of the
Company and related matters. The details of such
familiarisation programmes are available on the
Company's website atwww.growel.com.

g. Performance evaluation

Pursuant to the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, 2015,
the Board has carried out an annual evaluation
of its own performance, the performance of its
Committees and that of Individual Directors.

The performance evaluation of the Independent
Directors was carried out by the entire Board,
excluding the Director being evaluated. The
performance evaluation of the Chairman and
Non-Independent Directors was carried out
by the Independent Directors at their separate
meeting. The evaluation process considered
various aspects including the composition of the
Board, experience and competencies of Directors,
governance practices and the contribution of
Directors towards the strategic direction and
effective functioning of the Company.

In accordance with the provisions of Section 178(1)
of the Companies Act, 2013 and the SEBI Listing
Regulations, 2015, the Company has adopted a
Policy for Performance Evaluation of Independent
Directors, the Board, its Committees and other
Directors, which also lays down the criteria for
evaluation of Executive and Non-Executive
Directors. Based on the said Policy, the Board
carried out the evaluation of its performance, the
performance of its Committees and individual
Directors. The details of the evaluation process
have been provided in the Report on Corporate
Governance, forming part of this Annual Report.
The Policy is available on the Company's website
and may be accessed at:https://growel.com/
subpage/Policy

h. Number of Meetings of the Board of
Directors:

The meetings of the Board are held at regular
intervals to discuss the pertinent matters with a
formal schedule. This information is furnished in
Annexure - B : Report on Corporate Governance
forming part of this Report.

i. Board Committees

The Board has constituted an Audit Committee,
Nomination and Remuneration Committee,
Stakeholders Relationship Committee, CSR
Committee and Risk Management Committee
in terms of the requirements of the Companies
Act, 2013 read with the Rules made thereunder
and Regulation 18, 19, 20 and 21, the SEBI Listing
Regulations, 2015. The details relating to the
same are furnished in Annexure - B : Report on
Corporate Governance.

Further Company has constituted Management
Committee w.e.f. July 1, 2025, to look after the day
to day business affairs of the Company.

j. Key Managerial Personnel

During the year under review, there were no
changes in the Key Managerial Personnel of the
Company. Pursuant to the provisions of Section
203 of the Act, the following are the Key Managerial
Personnel of the Company as on March 31, 2026:

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

Policy on Sexual Harassment of women
at workplace

The Company strives zero tolerance for sexual
harassment at workplace and has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at workplace, in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (the
“POSH Act”) and the Rules thereunder, for prevention
and redressal of complaints of sexual harassment at
workplace.

Further, the Company has complied with provisions
relating to the constitution of the Internal Complaints
Committee as required under the said POSH Act.

During the year under review, the Company did not
receive any complaint on sexual harassment.

Maternity Benefits Act, 1961

The Company is fully compliant with all applicable
provisions of the Maternity Benefits Act, 1961, including
any amendments and rules framed thereunder.

Business Responsibility & Sustainability
Report

As per Regulation 34(f) of SEBI Listing Regulations,
2015, business responsibility and sustainability
report (BRSR) describing the initiatives taken by the
Company from environmental, social and governance
perspective, forms a part of this Annual Report as
‘Annexure - D’

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 of
the Companies Act, 2013 with respect to Directors'
Responsibility Statement, it is hereby confirmed by the
Board of Directors:

a. that in the preparation of the annual accounts
for the financial year ended March 31, 2026, the
Indian Accounting Standards (Ind AS) have been
followed along with proper explanation relating to
material departures;

b. that they had selected such accounting policies
and applied them consistently and made
judgments and estimates that were reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
financial year and of the profit of the Company for
the year ended on that period.

c. that they 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. that they had prepared the accounts for the
financial year ended March 31, 2026 on a 'going
concern' basis.

e. that they had 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. that they had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Subsidiary & Associate Companies

As on March 31, 2026, 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. The Board of
Directors periodically reviews the affairs, performance
and financial position of the subsidiaries.

Further, during the year, Company made additional
Equity Investment of AED 2.00 Million in its 100%
subsidiary - Grauer and Weil Middle East FZE.

Further, Associate Companies viz. Grauer & Weil
Engineering Private Limited and Growel Sidasa
Industries Private Limited, which had applied to the
Registrar of Companies (ROC) for striking off their
names, were struck off by the ROC on July 22, 2025
and August 7, 2025 respectively.

Further, a statement containing the salient features of
the financial statements of the Company's subsidiaries
and associates in Form AOC-1, as required under
Section 129(3) of the Companies Act, 2013, forms part
of the Annual Report. The statement provides details

of the performance and financial position of each of
the Subsidiaries and Associates.

Pursuant to the provisions of Section 136 of the
Companies Act, 2013, the standalone and consolidated
financial statements of the Company, together with
the financial statements of each of its subsidiaries, are
available on the Company's website atwww.growel.com.

These documents will also be available for inspection
by the members during business hours up to the date
of the Annual General Meeting.

Material Subsidiary

The policy for determining material subsidiaries may
be accessed on the Company's website at the link:
https://growel.com/subpage/Policy. As of March 31,
2026, Company does not have any material subsidiary
Company.

Auditors and Audit Reports

a. Statutory Auditors

The members at the 64^th Annual General Meeting
(AGM) held on September 22, 2022, appointed M.
M. Nissim & Co. LLP (Firm's Registration Number
107122W/W100672) as the Statutory Auditors of
the Company, for a consecutive term of 5 years till
the conclusion of the 69^th AGM of the Company.

The Statutory Auditors have confirmed that they
have subjected themselves to the peer review
process of Institute of Chartered Accountants of
India (ICAI) and hold valid certificate issued by the
Peer Review Board of the ICAI.

The Audit Committee reviews the independence
and objectivity of the Auditors and the
effectiveness of the Audit process.

Audit Report

The Statutory Auditors' report does not contain
any qualification, observation or comment or
adverse remarks.

b. Cost Auditors

The provisions of Section 148(1) of the Companies
Act, 2013 are applicable to the Company and
accordingly the Company maintains cost accounts
and records in respect of the applicable products
for the year ended March 31, 2026.

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 and as per the Companies
(Cost Records and Audit) Rules, 2014 (the Rules),
the Board, on the recommendation of the Audit
Committee, at its meeting held on May 26, 2026,
has approved the appointment of V. J. Talati &
Co., Cost Accountants, as the Cost Auditors of
the Company for the financial year ending March

31, 2027, at a remuneration upto H 3.00 Lacs plus
taxes and out of pocket expenses. They have
confirmed their independent status and that they
are free from any disqualifications under Section
141 of the Companies Act, 2013.

A proposal for ratification of remuneration of the
Cost Auditor for FY 2026-27 is placed before the
Shareholders for approval in the ensuing AGM and
is recommended by the Board.

The Report of the Cost Auditors for the financial
year ended March 31, 2026 is under finalization
and shall be filed with the Ministry of Corporate
Affairs within the prescribed period.

c. Secretarial Auditors

The Shareholders of the Company had appointed
M/s GMJ & Associates, Firm of Company
Secretaries in Practice bearing ICSI Unique Code
P2011MH023200 as the Secretarial Auditors for a
first term of 5 (Five) years beginning from financial
year 2025-26.

The Secretarial Auditors have confirmed that they
have subjected themselves to the peer review
process of Institute of Company Secretaries of
India (ICSI) and hold valid certificate issued by the
Peer Review Board of the ICSI.

Secretarial Audit Report

In terms of Section 204 of the Companies
Act, 2013, a Secretarial Audit Report given by
the Secretarial Auditors in Form No. MR-3 is
annexed with this Report as ‘Annexure - E’.
There are no qualifications, reservations or
adverse remarks made by Secretarial Auditors in
their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial
year ended March 31, 2026 on compliance of
all applicable SEBI Regulations and circulars/
guidelines issued thereunder, was obtained from
M/s GMJ & Associates, Company Secretaries,
Secretarial Auditors.

Investor Education and Protection Fund
("IEPF")

Unclaimed Dividends

Pursuant to Section 124 of the Act, the dividends that
are unpaid or unclaimed for a period of seven years
shall be transferred to the Investor Education and
Protection Fund along with the underlying shares on
which such dividend remains unclaimed.

Transfer of Shares to IEPF

Pursuant to Section 124(6) of the Companies Act,
2013 and the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended from
time to time, Equity Shares on which dividends for 7
(Seven) consecutive years had not been encashed, be
transferred to the IEPF Authority.

Details of transfers to IEPF during the year under
review are as follows;

Safety

The Company has a well-defined and practised
Environment, Health and Safety (“EHS”) policy in place.
The Company's EHS Policy comprises guidelines and
standardised practices, based on robust processes.
It advocates proactively improving its management
systems to minimise health and safety hazards, thereby
ensuring compliance in all operational activities.

Frauds reported by the Auditors

The Company's Statutory Auditors, Internal Auditors,
Cost Auditors and Secretarial Auditors have not
reported any instance of fraud during the period under
review.

Listing of shares

The Equity Shares of the Company are listed on BSE
Limited (BSE). The listing fee for the financial year
2026-27 has already been paid. Further the shares of
the Company are also traded on the National Stock
Exchange of India Ltd. (NSE) under 'Permitted to Trade
Category' w.e.f. April 20, 2026.

Secretarial Standards

The Company has complied with the applicable
Secretarial Standards, issued by the Institute of
Company Secretaries of India.

Particulars regarding Conservation of
Energy, etc.

Information pursuant to the provision of Section 134 of
Companies Act, 2013 read with the rule 8 of Companies
(Accounts) Rules, 2014 regarding conservation of
energy, technology absorption and foreign exchange

earnings and outgo are given is annexed hereto as
‘Annexure - F’.

Statutory Compliance:

The Company has adequate systems and processes in
place to comply with all applicable laws and regulations
including the CSR obligations and timely payment of
taxes.

Particulars of Employees and Related
Disclosures

In terms of the provisions of Section 197(12) of the
Act read with rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the
names and other particulars of the employees drawing
remuneration in excess of the limits set out in the
said Rules will be made available on request sent
to the dedicated email address of the Company at
'secretarial@growel.com’.

Disclosures pertaining to 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) Rules,
2014 are provided as ‘Annexure - G’.

Other disclosures

a. 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.

b. 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).

Appreciation

Your Board wish to thank Customers, Supply Chain
Partners, Dealers, Employees, Financial Institutions,
Banks, Government authorities, Regulators and various
other stakeholders for their continued co-operation
and support to the Company. Your Board also wish to
express their gratitude to Investors for the faith that
they continued to repose in the Company.

Registered Office : For & on behalf of the Board of

Growel Corporate, Grauer & Weil (India) Limited

Akurli Road, Kandivli [East],

Mumbai - 400 101

Umeshkumar More Nirajkumar More

Date : May 26, 2026 Chairman Managing Director

DIN : 00112662 DIN : 00113191