DIRECTORS' REPORT

Your Directors are pleased to present the FIFTY-FIRST 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, 2025

RESERVES

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

Based on performance of the Company for the year under report, the Board recommends a dividend of Rs. 14.50 per equity share (145%) of the face value of Rs.10/- each (on increased capital base of Rs. 53333320/-) for the year ended 31st March, 2025. [Previous year dividend was Rs.37.50 per share (375%) on Pre-Bonus capital base of Rs. 13333330/-].

FINANCIAL RESULTS, PERFORMANCE AND FUTURE OUTLOOK

The financial year gone by has been positive for your Company, driven by deeper customer partnerships and continued focus on sustainability through infrastructure development, technology deployment, and market expansion. During FY2024-25, your Company achieved a total income of Rs. 53,852 lakhs, compared to Rs. 46,396 lakhs in the previous year, representing a growth of 16%. This growth was on account of a 8% increase in volume. The Reclaim Rubber (RR) business recorded a 16% increase in revenue, the Engineering Plastics (EP) business grew by 21%, and the Custom Die Forms (CDF) business unit grew by 11%, while the Polymer Composite (RC) business declined by 6% compared to the previous year. As a result, Profit after tax for the year rose by 60% to Rs.3,786 lakhs, compared to Rs. 2,371 lakhs in the previous year.

In the year under review, GRP effectively navigated a challenging macro-economic landscape, registering growth in reclaim rubber volumes, primarily fuelled by increased domestic consumption in India. Despite muted Original Equipment (OE) tyre demand in global markets and ongoing geopolitical uncertainties, GRP retained its share in reclaim rubber exports from India.

The company successfully commissioned a next-generation, low-GHG emission production line during the year, further strengthening customer engagement as they continue to expand the usage of reclaim in their products. However, a steep rise in raw material prices—without immediate pass-through to customers—led to margin compression, even as volumes remained stable or improved. Our energy management efforts, such as integration of renewable sources, bio-based fuels, and automation, delivered measurable improvements in efficiency and contributed to cost savings.

This year also witnessed the effective stabilization of the EPR framework, creating a fresh revenue stream for recyclers. Capitalizing on this opportunity, the company recognized Rs 4,336 lakhs in EPR-related income at consolidated level—comprising Rs 2,200 lakhs from credit sales and Rs 2,136 lakhs as accrued revenue—supported by improved market stability, strong demand for credits, and consistent pricing.

Looking ahead, capacity expansion will remain a strategic focus. Approvals for new products are expected to bolster future earnings. The company continues to emphasize tight working capital management while investing in complementary business lines. Expansion in crumb rubber capacity will support future downstream ventures.

Notably, Engineering Plastics recorded a 23% volume growth during the year, with a key breakthrough being the approval of GRP's EP portfolio by a global European compounder, enabling access to the automotive OE segment. GRP also introduced a new product range derived from ocean plastic waste, aligning with global sustainability trends.

The Polymer Composite business witnessed a significant margin uptick, aided by a sharper focus on cost optimization. In the coming year, the priority will be to develop new applications across RC and CDF business lines. With over 90% of production directed to the U.S., these businesses were impacted by reduced demand due to geopolitical factors. Efforts were concentrated on improving profitability through cost discipline and innovation in applications. GRP remains committed to advancing application development and exploring new market opportunities.

GRP's wholly owned subsidiary, GCSL, commenced its Repurposed Polyolefin operations in March FY 2024, securing critical product approvals in the Paint and Lubricant packaging segments. With EPR regulations poised for tighter implementation, GCSL is strategically positioned to benefit from increasing demand for recycled plastic-based solutions.

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

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

CHANGE IN SHARE CAPITAL

During the financial year under review, there were the following changes in the share capital of the Company.

AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company was increased from ?1,50,00,000/- (Rupees One Crore Fifty Lakhs only), comprising 15,00,000 equity shares of ?10/- each, to ?10,00,00,000/- (Rupees Ten Crores only), comprising 1,00,00,000 equity shares of ?10/-each.

This increase was approved by the shareholders at the 50^th Annual General Meeting of the Company held on 2^nd August, 2024, in accordance with the provisions of the Companies Act, 2013. The necessary filings in this regard were duly made with the Registrar of Companies.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

GRP LIMITED EMPLOYEE STOCK OPTION PLAN 2024 (“GRP ESOP 2024”)

GRP Limited Employee Stock Option Plan 2024 (“GRP ESOP 2024”) as approved by the shareholders of the Company at the 50^th Annual General Meeting of the Company held on 2^nd August, 2024, was introduced to incentivise, retain, and attract key talent through a performance-based stock option grant program and consequently enhance shareholder value. GRP ESOP 2024 aims to create a sense of ownership among the eligible employees of the Company and its subsidiaries and to align their medium and longterm compensation with the Company's performance.

The vesting criteria are primarily based on the achievement of annual performance parameters by the eligible employees, number of years of service, and such other criteria as may be prescribed by the Nomination and Remuneration Committee (functioning as Administrator), from time to time.

The details of the stock options granted under the GRP ESOP 2024 and the disclosures in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”) are available on the Company's website at www.grpweb.com.

The GRP ESOP 2024 is being implemented in accordance with the provisions of the Act and the SEBI (SBEB) Regulations and is available on the Company's website at www.grpweb.com.

The certificate from the Secretarial Auditor on the implementation of the GRP ESOP 2024 in accordance with Regulation 13 of the SEBI (SBEB) Regulations, has been uploaded on the Company's website at www.grpweb.com. The certificate will also be available for electronic inspection by the members during the AGM of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year 2024-25, Company transferred Rs.1,28,640/- of Unclaimed Dividend and 900 corresponding Equity Shares to Investor Education and Protection Fund (IEPF). As on 31^st March, 2025 there are 25,868 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. Jyoti Sancheti, Company Secretary of the Company, 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:

Transfer of Equity shares to Investor Education and Protection Fund

In terms of Sections 124 and 125 of the Companies Act, 2013 (“the Act”) read with the IEPF Rules, dividend, if not paid or claimed for a period of 7 years from the date of transfer to Unclaimed Dividend Account of the Company, is liable to be transferred to the IEPF. Further, according to the Act read with the IEPF Rules, all the shares in respect of which dividend has not been paid or claimed by the shareholders for 7 consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year under review, the Company had sent individual notices and issued advertisements in the newspapers, requesting the shareholders to claim their dividends in order to avoid transfer of shares/dividends to the IEPF.

Details of the shareholders whose shares are liable to be transferred to the IEPF Authority are available on the Company's website at

https://grpapi.optionedge.in/static/investor/List%20of%20shareholders%20identified%20to%20be%20transferred%20to%20

IEPF%20in%20the%20year%202024-25.pdf

SUBSIDIARIES

Salient features of the financial statements of its wholly owned subsidiary company viz. GRP Circular Solutions Limited and subsidiary body corporate viz. Gripsurya Recycling LLP are attached herewith in form AOC-1 (Annexure 1).

DIRECTORSi. Board of Directors

As of 31^st March, 2025, the Board of Directors comprised of 6 Directors (including a Woman Whole time Director), 3 of which are Independent Directors and 3 Whole-time Directors [Promoter & Promoter(s) Group].

ii. Appointment of Directors

a. Independent Director

The Board of Directors of the Company at its meetings held on 9^th May, 2025, has appointed Belur Krishna Murthy Sethuram (DIN 03498701) as an additional Independent of the Company till the conclusion of 51^st Annual General Meeting of the Company. The Board of Directors at its meeting held on 20^th June, 2025 appointed Belur Krishna Murthy Sethuram (DIN 03498701) as an Independent Director of the Company for a term of five consecutive years from 9^th May, 2025 to 8^th May, 2030, subject to the approval of the shareholders of the Company.

In the opinion of the Board, Belur Krishna Murthy Sethuram bring on board the required experience, integrity, expertise, and relevant proficiency which will add tremendous value to the Board in exercising their role effectively.

b. Non-Executive Director

The Board of Directors at their meetings held on 9^th May 2025, has appointed, subject to the approval of the shareholders of the Company, Rajendra V. Gandhi (DIN 00189197) as a Non-Executive Non Independent Director of the Company.

iii. Retirement by rotation and subsequent re-appointment

Hemal H. Gandhi (DIN: 01444424), Executive Director of the Company, is liable to retire by rotation at the this 51^st AGM and being eligible has offered herself 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.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, there is no change in the office of the KMPs during the financial year.

BOARD MEETINGS

The details of the number of meetings of the Board and other Committees are given in the Corporate Governance Report in Annexure 3 which forms a part of this Annual Report.

COMPOSITION OF COMMITTEES AND MEETINGS

The details pertaining to composition of Committees and details of Committee Meetings are included in the Corporate Governance Report in Annexure 3, which forms part of this Annual Report.

RECOMMENDATIONS OF AUDIT COMMITTEE

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

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2025, 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, 2025 and of the profit and loss account of the company for the year ended on that date.

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the annual accounts on a going concern basis.

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

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

FRAUDS REPORTED BY AUDITOR

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

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Report on Management Discussion and Analysis (Annexure 2) and Report on Corporate Governance (Annexure 3) are set out in this annual report, including the certificate from Auditors of the Company, certifying compliance of the conditions of corporate governance as stipulated in schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Annexure 4).

MATERIAL ORDERS OF JUDICIAL BODIES/REGULATORS

There is no significant and material order passed by the regulators or courts or tribunals during the financial year 2024-25 that impacts the going concern status and company's operations in future.

REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, Link Intime India Private Limited, Registrar and Share Transfer Agent ("RTA") of the Company has changed its name to 'MUFG Intime India Private Limited' ("MIIPL") with effect from 31^st December 2024 and continued to be the RTA of the Company.

STATUTORY AUDITORS

M/s. Rajendra & Co. (Firm Regn. No.108355W), Chartered Accountants, Mumbai, have been appointed as Statutory Auditors of the Company, as per the applicable provisions of the Companies Act, 2013, at the Forty-eighth Annual General Meeting of the company held on 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 2024-25 and the Statutory Auditor's Report forming part of this Annual Report.

COST AUDITORS

At the recommendation of the Audit Committee, the Board of Directors at its meeting held on 27^th May, 2023 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 2024-25 at a remuneration of Rs. 2.50 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 2024-25.

Further, the Board of Directors at its meeting held on 9^th May, 2025 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 2025-26 on a remuneration of Rs. 2.75 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 2026, is being placed for the approval of the shareholders of the Company at the ensuing AGM.

SECRETARIAL AUDIT REPORT

The Board of Directors at its meeting held on 29^th June, 2024 had appointed CS Khyati Shah, proprietor of KGS & Company, Practicing Company Secretary, Ahmedabad, (Membership No. F11368 CP No.18549), as a Secretarial Auditor of the Company for the Financial Year 2024-25.

Subsequently, CS Khyati Shah tendered her resignation from the position of Secretarial Auditor due to personal reasons, vide her resignation letter dated 7^th April, 2025.

The Board of Directors, at its meeting held on 9^th May, 2025, took note of the said resignation and approved the appointment M/s. Yogesh D. Dabholkar & Co., Company Secretaries (Membership No. F6336, COP No.6752) as the Secretarial Auditor of the Company for the Financial Year 2024-25.

M/s. Yogesh D. Dabholkar & Co., Company Secretaries 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 2024-25 is attached herewith. The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark (Annexure 5).

Further, the Board of Directors of the Company at its meeting held on 9^th May, 2025, based on the recommendation made by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the appointment of M/s. Yogesh D. Dabholkar & Co., Company Secretaries (Membership No. F6336, COP No. 6752), as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from the Financial Year 2025-26 up to and including the Financial Year 2029-30, in terms of provisions of Regulation 24A of the Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as listed below-

a. SS-1 on Meetings of the Board of Directors

b. SS-2 on General Meeting

c. SS-3 on Dividend

d. SS-4 on Report of the Board of Directors VIGIL MECHANISM

The Company has established a vigil mechanism and oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairperson of the Audit Committee in exceptional cases. Vigil Mechanism (Whistle Blower) Policy has been hosted by the company on its website. The web link to access the above policy hosted by the Company on its website www.grpweb.com is as follows: https://grpweb.com/pdf/Vigil-Mechanism(Whistle-Blower)Policv.pdf

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Periodic assessments by functional heads to identify the risk areas are carried out and Management is briefed on the risks to enable the Company to control risks through a properly defined plan. The risks are classified as Strategic risks, operational risks, market risks, people risks and financial risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the Key business risks and the actions taken to manage it.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

The CSR Committee has been constituted by the Board of Directors. The Committee has adopted CSR policy to contribute towards social and economic development of the communities where the Company operates in, and while doing the same, to build a sustainable way of life for all sections of society, with emphasis and focus on education, health care, sustainable livelihood and empowerment of women. The CSR Policy has also been uploaded on the website of the Company. The web link to access the above policy hosted by the Company on its website www.grpweb.com is as follows:

https://www.grpweb.com/pdf/Corporate-Social-Responsibilitv-Policv-2020.pdf

The Annual Report on CSR activities of the Company is attached herewith. (Annexure 6)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section 186 of the companies act 2013 as on 31^st March, 2025 are given in Note 3 and 46 of the standalone financial statements of your company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year, your company entered into related party transactions, which were on an arm's length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. And all related party transactions were approved by the Audit Committee of your company. Therefore, report as required in Form AOC-2 is not annexed to this report.

All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval(s) so granted on a quarterly basis.

The details of contracts and arrangement with related parties of your company for the financial year ended 31^st March, 2025 are given in Note 40 of the standalone financial statements of your company.

COMPANY'S POLICY RELATING TO PERFORMANCE EVALUATION OF THE BOARD, DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF DUTIES:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board which are based on;

Knowledge to perform the role;

Time and level of participation;

Performance of duties and level of oversight; and

Professional conduct and independence;

The evaluation was carried out by means of the observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness. The Board is collectively of the opinion that the overall performance of the Board, Committees thereof and the individual Directors is satisfactory and conducive to the growth and progress of the Company.

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, has been hosted on the website of the company at

www.grpweb.com

REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM SUBSIDIARY COMPANY

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

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There is no such application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IbC before the NCLT.

POLICY AGAINST SEXUAL HARASSMENT

The Company has in place Policy for prevention of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the financial year ended 31^st March, 2025 :

(a) Number of complaints pending at the beginning of the year - Nil

(b) Number of complaints received during the year - Nil

(c) Number of complaints disposed of during the year - Nil

(d) Number of cases pending at the end of the year - Nil DEPOSITS

The Company does not have any deposits covered under the provisions of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN

The Annual Return referred to in Section 134(3)(a) of the Companies Act, 2013 is available on the website of the Company at www.grpweb.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Although not mandatorily applicable to the Company, in line with its commitment to transparency and sustainable business practices, the Company has voluntarily prepared and presented the Business Responsibility and Sustainability Report (“BRSR”) in accordance with Regulation 34(2)(f) of the SEBI Listing Regulations. The BRSR, including the BRSR Core comprising key performance indicators relating to environmental, social, and governance (ESG) matters, forms a separate section of this Annual Report.

INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The information as required under Section 197(12) of the Act read with applicable rules (to the extent applicable) is attached herewith (Annexure 7).

INFORMATION PURSUANT TO SECTION 134 (3)(m) & (q) OF THE COMPANIES ACT, 2013

The above information (to the extent applicable) is attached herewith (Annexure 8).

CONFIRMATIONS

a. During the year under review, the Company has not:

(i) issued any 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.

ACKNOWLEDGEMENTS

Your directors place on record their appreciation for the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers.