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 31 ^st March, 2026.

The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review.

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 31^st March, 2026. [Previous year dividend was Rs.14.50 per share (145%) on increased capital base of Rs. 53333320/-].

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.

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.

During the year there was no change in the nature of business of the Company.

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.

There was no revision in the Financial Statement or the Report in respect of any of the three preceding financial years.

During the financial year under review, there was no change in the share capital of the Company:

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 31^st 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:

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

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 31^st 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.

Jyoti Sancheti, Company Secretary & Compliance Officer, has resigned from the services of the company w.e.f.7 ^th April,2026. Search for new Company Secretary is under active progress and is likely to be completed very soon.

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.

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.

All the recommendations of Audit Committee were accepted by the Board of Directors.

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 31^st 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 31 ^st 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.

No frauds have been detected/reported by any of the Auditors of the Company.

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.

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.

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 22^nd August, 2022, for a period of 5 (Five) consecutive financial years, from the conclusion of the Forty-eighth Annual General

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.

At the recommendation of the Audit Committee, the Board of Directors at its meeting held on 9^th 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 15^th 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 31 ^st March 2027, is being placed for the approval of the shareholders of the Company at the ensuing AGM.

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).

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

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

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.

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)

The particulars of Loans, guarantees or investments made under Section 186 as on 31^st March, 2026 are given in Note 3 and 47 to the financial statements of your company.

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 31 ^st March, 2026 are given in Note 41 to the financial statements of your company.

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.

Neither the Managing Director nor the Whole time Director of the Company receive any remuneration or commission from any of its subsidiaries.

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.

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

31^st March, 2026 :

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.

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

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.

The information as required under Section 197(12) of the Act read with applicable rules (to the extent applicable) is attached herewith

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.

(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.

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.