Dear Members,

Your Directors are pleased to present the 76th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

(Rs crores)

2. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the reserves.

3. DIVIDEND

Your Directors are pleased to recommend for approval of the Members a dividend of B19/- per equity share of the face value of B5/- each for the financial year ended March 31, 2026. The dividend on equity shares, if approved by the Members, would result in a cash outflow of B210.37 crores (B188.22 crores in the previous year). The dividend will be subject to deduction of tax at source as applicable under the provisions of the Income Tax Act, 2025.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is annexed as Annexure 5 of this Report and is also available on the Company's website at https://www.grindwellnorton.co.in/ investors/corporate-governance#PoliciesTabs7.

4. COMPANY'S PERFORMANCE AND STATE OF AFFAIRS

During the year under review, India's economy demonstrated resilience and sustained growth, supported by strong domestic consumption, continued infrastructure investment, easing inflation, and a recovery in manufacturing and services. Despite global uncertainties, including evolving trade dynamics and external demand volatility, the macroeconomic environment remained stable.

The Indian economy grew by approximately 76% during the financial year 2025-26. Government policy measures, including initiatives announced in the Union Budget aimed at boosting consumption, investment, and ease of doing business, provided a supportive backdrop for industrial activity and business operations.

Reflecting this, your Company delivered a strong financial performance during the year. On a standalone basis, revenue from operations grew by 10.5%, while operating profit increased by 14.4%. On a consolidated basis, revenue from operations rose by 9.3%, with operating profit registering a growth of 12.4%.

a) Abrasives

During the year, the Abrasives segment delivered robust performance. While overall volume growth remained moderate, the business successfully strengthened its competitive position, achieving a measurable improvement in market standing against a key competitor in India. Demand across our core customer segments remained healthy and stable, reinforcing the robustness of our business model and contributing positively to overall performance.

The business recorded sales growth of 6%, supported by disciplined execution and sustained customer demand. Operating profit grew by 6%, driven by a combination of operational efficiencies, prudent cost management initiatives, and focused margin improvement actions. Encouraging progress has been achieved in digitalization of key business processes and impactful end user engagement initiatives. These actions, combined with continued discipline in working capital management and tight control over fixed costs, have begun to yield tangible benefits and strengthen the overall position of the business.

The Business continues to deepen engagement with customers across multiple channels, enabling sharper identification of growth opportunities both within established core segments and emerging adjacencies. Strategic emphasis remains on innovation, value added solutions, and the introduction of new products, aligned with evolving customer requirements. In parallel, sustained efforts are being made to optimize manufacturing costs and enhance productivity across operations.

b) Ceramics & Plastics

During the year, the Performance Ceramics and Refractories business reported a healthy growth in domestic sales in both the primary and secondary steel sectors, reflecting strong end-market demand, longstanding customer relationships and the relevance of the Company's technology-led offerings. Exports, however, declined due to uncertain geopolitical situation and the imposition of tariffs in the US. The engineered ceramics manufacturing capabilities at the Halol plant were expanded with the addition of Silicon impregnated Silicon Carbide ("SiSiC") and Reaction-bonded Silicon Carbide ("RB-SiC") production infrastructure. The Performance Polymer Solutions Business delivered excellent growth across most product categories, driven largely by improved demand from the automotive and the Bio-pharma sector. This growth highlights the business's ability to align its product portfolio with evolving industry requirements, particularly in areas requiring lightweighting, durability, and enhanced material performance. It was a difficult year for the Silicon Carbide business with lower sales and operating profit compared to previous year due to pressure on prices driven from cheap imports. Overall the Consolidated sales and operating profit of Ceramics and Plastics increased by 10% and 15% respectively.

c) Digital Services & Others

The captive IT Development Centre ("INDEC") had a good year, with growth in revenues by 20% during the year.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE

As on March 31, 2026, your Company had the following Subsidiary, Joint Venture and Associate:

Subsidiary

Saint-Gobain Ceramic Material Bhutan Private Limited ("SGCMBPL"), wholly-owned subsidiary, is engaged in the manufacture of Silicon Carbide. During the year under review, the business was subdued on account of increased power and input costs. It is not a material subsidiary in accordance with sub-regulation (1) (c) of Regulation 16 of the Listing Regulations.

Joint Venture

Advanced Synthetic Minerals Private Limited ("ASMPL") during the financial year 2025-26 focused on improving quality and debottlenecking. The sales for the year increased by 15%.

Associate

Your Company's investment in Cleanwin Energy Three LLP for sourcing wind generated green energy for its Mora Plant contributed to improved cost efficiency and further strengthened your Company's commitment to sustainability and responsible operations.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's Subsidiary, Joint Venture and Associate in Form No. AOC-1 is provided in Annexure 7 to this Report.

Further, pursuant to the provisions of Section 136 of the Act read with Regulation 46 of the Listing Regulations, the financial statements of the Company, consolidated financial statements and separate audited financial statements in respect of subsidiaries are available on the Company's website and can be accessed at https://www.grindwellnorton.co.in/investors/reports#ReportsTabs2.

6. INVESTMENTS IN RENEWABLE ENERGY

As part of its continued focus on sourcing green and sustainable energy, your Company has undertaken strategic investments to support its renewable energy requirements. Your Company has entered into arrangement with Jamnagar Renewables Two Private Limited ("JRTPL") for sourcing of power from a wind solar hybrid project, with its contribution not exceeding B86 lakhs.

Further, the Board of Directors has approved an investment not exceeding B111 lakhs in the Special Purpose Vehicle of Sunsure Energy Private Limited towards sourcing renewable energy. These initiatives are expected to enhance energy cost efficiency while reinforcing your Company's long term commitment to sustainability and responsible operations.

Your Company had also entered into an agreement with Radiance MH Sunrise Thirteen Private Limited for sourcing green energy through group captive consumption, which was terminated in April 2026.

7. FUTURE PROSPECTS

Looking ahead to the financial year 2026-27, the economic environment is expected to remain broadly supportive, led by domestic demand, continued public and private capital expenditure, and a gradual normalisation of inflation and interest rates, even as geopolitical developments, trade actions, and commodity and freight prices volatility may intermittently impact sentiment. Against this backdrop, your Company's diversified portfolio, strong customer relationships, and ongoing focus on commercial excellence, innovation and cost competitiveness position it well to sustain profitable growth. Your Company expects to benefit from healthy demand in core end markets such as automotive, steel, infrastructure and general manufacturing, while accelerating expansion in emerging opportunities including electronics, semiconductors, defence, and aerospace. Continued investments in productivity, digitalisation and sustainability are expected to further strengthen resilience and long term value creation.

During the year, your Company acquired freehold land at Halol, Gujarat, as a strategic step towards its long-term growth plans, positioning it to capitalise on future opportunities in the market.

8. PUBLIC DEPOSITS

Your Company has not accepted any public deposits, and thus, there were no outstanding amounts due on account of principal or interest on public deposits as on the date of the balance sheet.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ended March 31, 2026 and the date of this Report.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

11. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings that were filed by your Company or against your Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments made by your Company during the financial year ended March 31, 2026, as required under Section 186 of the Companies Act, 2013 ("Act"), have been disclosed in the financial statements forming part of this Annual Report.

13. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS

Your Company recognises that managing risk is an integral part of good management practice and an essential element of good corporate governance. It aims to have a common, formalised, and systematic approach to managing risk and implementing risk management processes across the Company. Your Company ensures effective communication and management of risk across all risk categories. Your Company has identified elements of risk that may threaten the existence and financial position of the Company and are set out in the Management Discussion and Analysis.

The Board of Directors of your Company has constituted a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Your Company's Internal Financial Control Systems are commensurate with the nature of its business and the size and complexity of its operations. These systems are routinely tested and certified by the Statutory Auditors as well as the Internal Auditors. Significant audit observations and the follow-up actions taken thereon are reported to the Audit Committee.

14. HUMAN RESOURCES

Your Company places significant emphasis on developing and nurturing its human resources through a culture built on well-being, diversity, inclusion, and equal opportunity. Meritocracy forms the cornerstone of your Company's people philosophy, with a strong focus on active skill development, transparent performance evaluation, and best-in-class hiring and onboarding practices.

Your Company continually invests in enhancing employee capabilities through robust training programmes, including On-the-Job learning, classroom sessions, and technical and leadership development initiatives. Mandatory e-learning modules and focused interventions in areas such as Code of Conduct, Environment, Health and Safety, Sustainability, and World Class Manufacturing are consistently driven. These efforts aim to enable employees to realise their full potential while contributing meaningfully to organisational efficiency and effectiveness.

Your Company promotes a workplace culture that fosters innovation, quality, efficiency, and sustainability, providing an environment that balances high performance with individual growth and development.

Furthermore, your Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

Five complaints regarding violations of the Company's Code of Conduct were reported during the financial year under review and the same were resolved. Employee relations remained cordial and productive across all work sites of the Company during the financial year ended March 31, 2026.

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to fostering and upholding a positive work environment free from any kind of discrimination and harassment. Your Company firmly believes that all employees have the right to be treated with dignity and respect and it maintains a zero-tolerance policy towards any violations of its Code of Conduct and any form of harassment.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has constituted an Internal Complaints Committee ("ICC") to address and redress complaints of sexual harassment at the workplace.

During the financial year ended March 31, 2026, your Company did not receive any complaint pertaining to sexual harassment.

16. BOARD MEETINGS

The Board meets at regular intervals to review the Company's business and discuss strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and ensure effective participation.

During the year, five (5) board meetings were held, details of which are provided in the Corporate Governance

Report. The maximum interval between the board meetings did not exceed the period stipulated under the Act and the Listing Regulations.

17. AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

The Board has constituted or reconstituted its committees in compliance with the Act and Regulation 18 to 21 of the Listing Regulations during the year. The Committees currently in place are the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

The Corporate Governance Report provides information about the Committees, their composition, meetings, and other relevant details.

18. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were in the ordinary course of business and on an arm's length basis. During the year, no material related party transactions were entered into by the Company. Prior approval of the Audit Committee is obtained for all related party transactions. The Audit Committee reviews and monitors, on a quarterly basis, the related party transactions entered into vis-a-vis the related party transactions approved by it.

The Policy on Related Party Transactions, as approved by the Board, is available on the website of the Company, https://www.grindwellnorton.co.in/investors/corporate-governance#PoliciesTabs .

None of the transactions with related parties fall within the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the financial year 2025-26 and, therefore, does not form part of this Report.

Details of related party transactions, as required under IND AS-24, have been disclosed in the financial statements forming part of this Annual Report.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO

In accordance with Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the requisite information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo is provided in Annexure 1 to this Report.

In recognition of its continued efforts toward environmental protection and occupational safety, your Company's plants have received and maintained certifications under ISO 14001:2015 (Environmental Management Systems) and ISO 45001:2018 (Occupational Health and Safety Management Systems). These certifications are a testament to your Company's sustained commitment to elevating EHS standards across all its operational sites.

20. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The objective of your Company's Corporate Social Responsibility ("CSR") initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The CSR Policy lays down the guiding framework for the conduct of the Company's CSR activities. The salient features of the Policy form part of the Annual Report on CSR activities annexed to this Board's Report.

The CSR Policy is available on the Company's website at https://www.grindwellnorton.co.in/investors/corporate- governance#PoliciesTabs .

For several years, your Company has been a pioneer in championing meaningful CSR initiatives. Your Company continues to address prevailing social challenges through structured social development programmes, with a sustained focus on improving the quality of life of the communities it serves.

In accordance with Section 135 of the Act, the Board has constituted a Corporate Social Responsibility Committee, chaired by an Independent Director, to oversee and monitor the CSR Policy and its associated programmes.

During the year under review, your Company has spent B942.54 lakhs towards CSR activities, which is in accordance with the CSR Policy of the Company. The CSR Policy and the initiatives undertaken during the year, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are set out in Annexure 4 to this Report.

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026, is accessible on the Company's website, https://www.grindwellnorton.co.in/investors/reports#ReportsTabs2.

22. WHISTLE-BLOWER POLICY AND VIGIL MECHANISM

Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secure environment and encourage employees and others to report unethical, unlawful or improper practices, acts or activities including a leak or suspected leak of Unpublished Price Sensitive Information and to prohibit any adverse personnel action against those who report such practices, acts or activities, in good faith. During the year under review, one complaint was received and resolved appropriately.

The Whistle-Blower Policy is accessible on the website of the Company, https://www.grindwellnorton.co.in/sites/ grindwellnorton.co.in/files/2025-05/Whistle%20Blower%20Policy_12th%20May%202025_0.pdf.

We foster an open and transparent culture by providing a secure and accessible whistleblower mechanism for employees and third parties to report any violations of the law or the Company's Principles of Conduct and Action. This mechanism is available to all employees as well as external stakeholders. Concerns can be submitted anonymously via https://www.bkms-system.com/saint-gobain; however, we encourage individuals to share their identity to enable constructive dialogue.

23. SECRETARIAL STANDARDS

Your Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by The Institute of Company Secretaries of India, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied with. The Company has complied with the applicable requirements relating to Foreign Exchange Management Act, 1999.

a) Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the Rules made thereunder and Regulations 16(1)(b) and 25(8) of the Listing Regulations. The Independent Directors have further confirmed that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority and that they are in compliance with the requirements relating to registration with the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs in terms of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Board has reviewed and assessed the veracity of the declarations received from the Independent Directors, as required under Regulation 25(9) of the Listing Regulations, and is of the opinion that all the Independent Directors fulfil the conditions of independence specified under the Act and the Listing Regulations, are independent of the Management, and possess the requisite integrity, expertise, experience, and proficiency. During the year under review, there was no change in the circumstances affecting their status as Independent Directors of the Company.

In accordance with the Act and the Articles of Association of the Company, Mr. Sreedhar Natarajan (Director Identification No. 08320482), Non-Executive Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment to seek Members' approval, along with other essential details, is included in the Notice of the Annual General Meeting ("AGM").

The disclosures required pursuant to Regulation 36 of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard on General Meetings are given in the Notice of the AGM, forming part of the Annual Report, and Schedule V of the Listing Regulations is given in the Corporate Governance Report, forming part of the Annual Report. The Members are also requested to refer to the pertinent item(s) listed in the Notice of the AGM.

During the year under review, there were changes in the directorship of the Company as set out below:

b) Key Managerial Personnel ("KMP")

Mr. Venugopal Shanbhag (Director Identification No. 08888359), Executive Director, was appointed as the Managing Director of the Company for a period of five (5) years with effect from April 1, 2025 to March 31, 2030. The said appointment was approved by the Members by way of Postal Ballot on March 27, 2025.

Mr. Hari Singudasu resigned from the position of Chief Financial Officer of the Company with effect from the close of business hours on May 9, 2025. He has confirmed that there were no material reasons for his resignation. The Board of Directors places on record its sincere appreciation for the valuable contributions, commitment, and strategic guidance extended by Mr. Hari Singudasu during his tenure as Chief Financial Officer.

Pursuant to the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors, at its meeting held on May 9, 2025, appointed Mr. Prakash Sabarad as Chief Financial Officer of the Company with effect from May 10, 2025.

Further, Mr. K. Visweswaran resigned from the positions of Company Secretary, Compliance Officer, and Nodal Officer with effect from the close of business hours on February 6, 2026, pursuant to an internal reorganization. He has confirmed that there were no material reasons for his resignation. The Board places on record its appreciation for the dedication, contributions, and support extended by Mr. K. Visweswaran during his tenure as Company Secretary.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on February 6, 2026, appointed Mr. Girish T. Shajani as Company Secretary, Compliance Officer, and Nodal Officer of the Company with effect from February 8, 2026.

Pursuant to the provisions of Section 203 of the Act, the details of the changes in the Key Managerial Personnel of the Company during the financial year ended March 31, 2026, are set out below:

None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company, other than salaries, commission, sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

25. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134 of the Act,

i. that in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. that such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on March 31, 2026, and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken 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;

iv. that the annual financial statements have been prepared on a 'going concern' basis;

v. that proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and are operating effectively.

With reference to the point number (v), the Board believes that the Company has sound Internal Financial Controls ("IFC") commensurate with the nature and size of its business. However, the business is dynamic and IFC are not static, and evolve over time as the business, technology and fraud environment change in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as the business evolves. The Company has established a mechanism to consistently detect such deficiencies and implement updated or enhanced controls wherever the potential impact of such gaps on the Company's operations is significant.

26. BOARD EVALUATION

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has adopted a framework for performance evaluation of the Board, its committees, individual directors and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of board functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance. The evaluation parameters are based on execution of specific duties, quality of deliberation at the meeting, independence of judgement, decision making, the contribution of directors at the meetings and functioning of the Committees.

The performance of the Board, its committees, individual directors, and chairperson was assessed by the Nomination and Remuneration Committee and the Board. In addition, the Independent Directors conducted an evaluation of the performance of Non-Independent Directors, Chairperson, and the Board, as a whole.

The Board of Directors also appraised the performance of the Independent Directors, their fulfillment of independence criteria specified by the Act and Listing Regulations, and as well as their independence from management. The Director being evaluated did not participate in the evaluation process.

27. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The purpose of the familiarisation programme is to acquaint the Independent Directors with the Company's business model and the industry in which it operates. Details of the familiarisation programme are accessible on the Company's website, https://www.grindwellnorton.co.in/investors/corporate-governance#FamiliarisationTabs3.

Furthermore, the Independent Directors are periodically briefed on the latest developments in the Company and its operations.

28. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 2(A) to this Report. 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 Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 2(B) forming part of this Report.

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration. These are set out in the Nomination and Remuneration Policy which is annexed as Annexure 3 to this Report and is also accessible on the Company's website at https://www.grindwellnorton.co.in/investors/ corporate-governance#PoliciesTabs .

a) Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166) was appointed as Statutory Auditors of your Company at the 72nd AGM of the Company held on July 29, 2022, till the conclusion of the 77th AGM of the Company to be held in the year 2027. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

b) Cost Auditor

In accordance with Section 148 of the Act and Rules framed thereunder, the cost audit records are maintained by the Company in respect of the products which are required to be audited. Your Directors, on the recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No. 000065), to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2027 M/s. Rao, Murthy & Associates, Cost Accountants, have under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for the appointment.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors has to be ratified by the Members of the Company. Accordingly, an appropriate resolution forms part of the Notice convening the AGM. The Board of Directors seeks your support in approving the proposed remuneration of B3,25,000/- (Rupees three lakhs twenty-five thousand only) plus applicable taxes and out-of-pocket expenses at actuals payable to the Cost Auditor for the financial year ending March 31, 2027 M/s. Rao, Murthy & Associates, Cost Accountants, have vast experience in the field of cost audit and have conducted the audit of the cost records maintained by the Company for the past several years.

c) Secretarial Auditor

M/s. Parikh & Associates, Company Secretaries in Practice (Firm Registration No. P1988MH009800) was appointed as Secretarial Auditor of the Company at the 75th AGM of the Company held on July 25, 2025, for a period of five (5) consecutive years commencing from the financial year 2025-26 till the financial year 2029-30.

The Secretarial Auditor has confirmed that they are not disqualified from continuing as Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended March 31, 2026, in Form No. MR-3 is set out in Annexure 6 of this Report.

30. COMMENTS ON AUDITORS' REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Kalyaniwalla & Mistry LLP, Statutory Auditors, in their Auditor's Report and by M/s. Parikh & Associates, Secretarial Auditor, in their Secretarial Audit Report.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

31. GENERAL DISCLOSURE

During the financial year under review, there were no transactions requiring disclosure or reporting in respect of the following matters:

a) No equity shares with differential rights as to dividend, voting or otherwise were issued.

b) No shares, including sweat equity shares, were issued to employees under any scheme.

c) No funds were raised through preferential allotment or qualified institutions placement.

d) No one-time settlement was entered into with any Bank or Financial Institution.

As per Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this Annual Report.

As per Regulation 34 of the Listing Regulations, a Business Responsibility and Sustainability Report is attached and is a part of this Annual Report.

32. ACKNOWLEDGMENTS

Your Directors take this opportunity to acknowledge, with sincere gratitude, the support of its esteemed customers, the strength it derives from its association with Compagnie de Saint-Gobain and its subsidiaries, the unwavering support and collaboration of the employees and bankers, and the loyalty of the large family of the Company's dealers, suppliers and esteemed shareholders.