Your Directors are pleased to present the 75^th Annual Report of the Company along with the audited financial statements for the year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

DIVIDEND

Your Directors are pleased to recommend for approval of the Members a dividend of '17/- per equity share of the face value of ?5/- each for the financial year ended March 31, 2025. The dividend on equity shares, if approved by the Members, would involve a cash outflow of ?188.22 crores (previous year ?188.22 crores).

TRANSFER TO RESERVES

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

OPERATIONS

The Indian economy continued to perform well with an estimated growth of 6.5% during the financial year 2024-25. Despite the geo-political stress, tariff and trade related uncertainties, India's strong domestic demand, infrastructure push and strong service exports ensured economic stability and growth. Overall, the industrial sector, which includes manufacturing, is estimated to grow by 4.2% in the financial year 2024-25, driven by robust growth in electricity and construction. Reflecting this, your Company's consolidated revenue from operations increased by 4.65% and operating profit declined by 3.2% due to increase in input costs.

ABRASIVES

The demand from the core industries as well as Retail market was lower during the financial year 2024-25 due to lower demand and global market conditions. The business continued to witness competitive pressure from the low cost imports from China. New Products helped the business grow sales by 3%, however the operating profit was lower by 5% due to an increase in the input & other costs that couldn't be fully neutralized by price increases.

The business continues to build deeper engagement with customers across channels to identify growth opportunities within the core as well as in the emerging segments. The business will offer innovative solutions and new products to the customers and focus

on reducing the manufacturing cost. Abrasives business will also focus on simplification, digitalization, delayering & value stream mapping.

CERAMICS & PLASTICS

The Performance Ceramics and Refractories (“PCR”) had good domestics sales mainly due to increased offtake from segments like Iron & Steel & Carbon black, however exports declined mainly due to uncertain geopolitical situation. The growth in Performance Polymer Solutions business was mainly due to improved demand in automotive sector. While there has been an increase in the input cost, a better product mix helped to maintain the margins. For the Silicon Carbide business, while the volume had grown, the profit declined due to an increase in input cost. Overall, the consolidated sales of Ceramics and Plastics increased by 8%, the operating profit declined by 4% due to higher costs.

DIGITAL SERVICES & OTHERS

The Captive IT Development Centre (INDEC) had a relatively flat year with revenues declining by 3% while Margins were impacted by unfavourable exchange rate and costs.

SUBSIDIARY COMPANY/JOINT VENTURE/ASSOCIATE/OTHER INVESTMENTS SUBSIDIARY

The Company has a subsidiary in Bhutan, Saint-Gobain Ceramic Materials Bhutan Private Limited (“SGCMBPL”). During the year the Company had a stable production environment and witnessed significant increase in its sales and profits compared to previous years. In terms of sub-regulation (1) (c) of Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) SGCMBPL is not a material subsidiary.

JOINT VENTURE

The Joint Venture Company in Gujarat, Advanced Synthetic Minerals Private Limited ('ASMPL') had stable business operations during the financial year 2024-25.

ASSOCIATE COMPANY

The Company's strategic investment in Cleanwin Energy Three LLP to procure wind-generated green energy for its Mora Plant enhanced cost efficiency and reinforced its commitment towards sustainability.

In accordance with Section 129(3) of the Companies Act, 2013 (“Act”), Rule 5 of the Companies (Accounts) Rules, 2014 and relevant Accounting Standards (“AS”), the Company has prepared consolidated financial statements (incorporating the financial results of the subsidiary companies and Joint Venture), which forms part of the Annual Report. A statement in Form AOC-1 containing salient features of the financial statements of the subsidiary companies and Joint Venture are also included in the Annual Report. In accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company, containing therein the standalone and consolidated financial statements and audited financial statements of the subsidiary have been placed on the website of the Company, https://www.grindwellnorton.co.in/investors/reports#ReportsTabs2.

OTHER INVESTMENTS

The Company signed an agreement with Radiance MH Sunrise Thirteen Private Limited during the financial year to procure 2.32 MW Solar Power for sourcing of green energy through group captive consumption, which will result in enhanced cost efficiency and promotion of sustainability.

FUTURE PROSPECTS

Grindwell Norton Limited is managed by a highly experienced and exceptionally committed team that receives strong and continuous support from the parent company. The company has a strong R&D and works closely with customers to offer solutions to the various needs.

Looking ahead, India's economic prospects for FY26 appear somewhat mixed. On the one hand, there are headwinds due to increased geopolitical and trade uncertainties while on the other, this could also open up more opportunities for India. Domestically, inflation is low, the Reserve Bank is expected to ease monetary policy to stimulate growth and one expects investments in new capacities by Private sector, all leading to growth. Rural demand backed by a rebound in agricultural production, an anticipated easing of food inflation and a stable macro-economic environment provides an upside to near-term growth.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

HUMAN RESOURCES

Grindwell Norton has always focused on developing and nurturing its human resources by fostering well-being, diversity, inclusion, and equal opportunities. Your Company emphasizes meritocracy and active skill development while encouraging societal contributions, creating an environment that balances innovation and consistency.

Striving to lead its industry, your Company prioritizes employee capability enhancement through robust training programs, transparent performance evaluations, and best-in-class hiring practices. With harmonious employee relations across all work sites, the Company had 2,429 permanent employees as of the financial year's end, with no complaints regarding violations of the Company's code of conduct reported during this period.

The Company is committed to providing a fair and inclusive workplace that inspires innovation, high performance, and employee growth. It invests in career development through diverse opportunities, benchmarking, and best practices. Continuous focus is placed on training in areas such as Environment, Health and Safety, and World Class Manufacturing to help employees realize their full potential.

The Company is in compliance with all employee benefit legislations. The relevant details are given in the Business Responsibility and Sustainability Reporting forming part of the Annual Report.

Promoting a culture of innovation, quality, efficiency, and sustainability, Grindwell Norton remains steadfast in delivering value to customers and end-users, while nurturing personal and professional development across its workforce. This approach solidifies its position as a market leader contributing meaningfully to its industry.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to fostering and upholding a positive work environment free from any kind of discrimination and harassment. The 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. To effectively address and resolve sexual harassment concerns or issues, the Company has an Internal Complaints Committee (“ICC”) in place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. During the year, one complaint was received on sexual harassment, which was investigated, addressed and disposed of in accordance with the established grievance redressal process of the Company. No Sexual Harassment complaint was pending as at the close of the Financial Year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND ENVIRONMENT

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act and read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out in the Annexure 1 of this Report. Your Company is committed to ensure a clean and green, pollution-free environment as well as a safe and healthy workplace at all plant locations and work sites. The Company adheres strictly to the Environment, Health, and Safety Charter, policies, and procedures established under the Saint-Gobain Group.

The Company's plants have been certified under ISO 9001, ISO 14001, and ISO 45001. These certifications and various awards acknowledge the efforts put in and outcome achieved in enhancing the Environment, Health and Safety (“EHS”) across all its work sites.

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 (“Rules”) 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 above Rules, is provided in Annexure 2(B) forming part of this Report.

PUBLIC DEPOSITS

The 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Cessation/Retirement

Mr. B. Santhanam, Managing Director of the Company retired with effect from March 31, 2025. The Board of Directors place on record their appreciation for the outstanding contribution made by Mr. B. Santhanam as Managing Director of the Company and during his long association with the Saint-Gobain group. Under his dynamic leadership, your Company has witnessed significant growth in its operations that will help drive the next phase of growth and innovation.

Mr. Jean-Claude Lasserre (Director Identification No. 10082026), Non-Executive Director of the Company relinquished his position effective May 9, 2025, owing to his other professional commitments. The Board of Directors placed on record their appreciation for the valuable contribution made by Mr. Jean-Claude Lasserre, during his tenure as a Director.

Appointment/Re-appointment

As per the Companies Act, 2013 (“Act”) and the Articles of Association of the Company, Mr. Aakil Mahajan (Director Identification No. 09682529), Non-Executive Director will retire by rotation, and being eligible, he has offered himself for re-appointment. The Board of Directors recommends his re-appointment and a resolution seeking members approval, along with other essential details, is included in the Notice.

Consequent to the retirement of Mr. B. Santhanam as Managing Director effective March 31, 2025, the Board of Directors in their meeting held on February 20, 2025 appointed Mr. Venugopal Shanbhag (Director Identification No. 08888359), Executive Director, as the Managing Director of the Company for a period of five (5) years with effect from April 1, 2025 up to March 31, 2030. His appointment was approved by the Members by way of Postal Ballot on March 27, 2025.

The Board of Directors, in their meeting held on February 20, 2025 appointed Mr. Hari Singudasu (Director Identification No. 10455516), Chief Financial Officer, as an Additional Director with effect from April 1, 2025. At the same meeting, the Board also appointed him as a 'Whole-Time Director designated as Executive Director' of the Company for a period of five (5) years with effect from April 1,2025 up to March 31,2030. His appointment was approved by the Members by way of Postal Ballot on March 27, 2025.

The Board of Directors, in their meeting held on May 9, 2025, has appointed Ms. Stephanie Billet (Director Identification No. 11082284), as an Additional, Non-Executive Director with effect from May 10, 2025, liable to retire by rotation. The Board recommends her appointment and a resolution seeking members' approval, along with other essential details, is included in the Notice.

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 and as on May 9, 2025 are:

Consequent to Mr. Hari Singudasu stepping down as Chief Financial Officer of the Company with effect from May 9, 2025, 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.

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.

All the independent Directors have given the requisite declaration that they meet the criteria of independence as laid down under sub-section (6) of section 149 of the Companies Act, 2013.

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.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to review the Company's businesses and to discuss strategy and plans. A tentative annual calendar of meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation. During the year, six board meetings and one meeting of Independent Directors were held. The maximum interval between the board meetings did not exceed the period stipulated under the Act and the Listing Regulations.

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.

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 financial year ended on March 31, 2025, 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 have been made, 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, 2025, 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 Companies Act, 2013, 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, business is dynamic and the IFCs are not static, and evolve over time as the business, technology and fraud environment changes 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.

DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration. These are set out in the Policy for Appointment of Director, Key Managerial Personnel (“KMP”) and Senior Management Appointment Criteria, Performance Evaluation and Removal 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#PoliciesTabs7.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD

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 Board and its committees, culture, execution and performance of specific duties, obligations and governance. The evaluation parameters are based on the execution of specific duties, quality, 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 well as their independence from management. The Director being evaluated did not participate in the evaluation process.

RELATED PARTY TRANSACTIONS

All related party transactions entered 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 by your Company. Prior approval of the Audit Committee is obtained for all related party transactions. The Audit Committee monitors, on a quarterly basis, the related party transactions entered vis-a-vis the related party transactions approved by the Audit Committee. 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#PoliciesTabs7.

There are no transactions that are required to be reported in Form AOC-2. The details of the transactions with related parties pursuant to Ind AS-24 are provided in the accompanying financial statements.

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 Company's CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the Policy forms part of the Annual Report on CSR activities annexed to the Board's Report. The CSR policy is available on the website of the Company at https://www.grindwellnorton.co.in/investors/corporate-governance#PoliciesTabs7. For decades, the Company has pioneered various CSR initiatives. The Company continues to address societal challenges through societal development programs and remains focused on improving the quality of life. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 and the Rules framed thereunder, is annexed to this Report (Annexure 4).

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROLS

The Board of the Company has been entrusted with the responsibility in:

(a) overseeing and approving the Company's enterprise wide risk management framework; and

(b) ensuring that all material Strategic and Commercial Risks, Safety and Operational Risk, Compliance and Control Risks and Financial risks have been identified, assessed and that adequate risk mitigation measures are in place, to address these risks.

The Company's management systems, organizational structure, processes, standards, code of conduct and behaviors together form the Group's Risk Management System that governs how the Company conducts the business and manages associated risks. The Risk Management Framework is founded on sound organization principles.

The Company has identified elements of risk across all risk categories, which may threaten the existence and financial position of the Company, which are set out in the Management Discussion and Analysis Report.

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

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company believes in conducting its business in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company has framed and adopted Principles of Conduct and Action which governs the conduct of employees of the Company. Any actual or potential violation of the Company's rules, regulations and policy governing the conduct of business is a matter of serious concern for the Company. The Company is therefore committed to developing a culture where it is safe for employees to raise concerns about instances if any, where such rules, regulations and policy are not being followed or any fraud has been committed or business has been conducted in an unethical manner. Your Company has adopted and disseminated its Whistle Blower Policy to provide a secure environment and to encourage employees and others to report unethical, unlawful or improper practices, acts or activities including a leak or suspected the 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. The Whistle Blower Policy is accessible on the website of the Company, https://www.grindwellnorton.co.in/investors/ corporate-governance#PoliciesTabs7.

AUDITORS Statutory Auditors

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

Cost Auditors

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, 2025. 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 ?3,25,000/- (Rupees three lakhs twenty five thousand only) plus taxes and out of pocket expenses at actuals payable to the Cost Auditor for the financial year ending March 31, 2026. 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 of the Company for the past several years.

Secretarial Auditor

As per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended, provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) every listed entity is required to conduct a Secretarial Audit and annex the Secretarial Audit Report to its annual report and must also appoint a Secretarial Auditor for (5) five consecutive years with shareholders' approval, to be obtained at the Annual General Meeting.

In accordance with Regulation 36(5) of Listing Regulations, and based on the recommendation of the Audit Committee, the Board of Directors, in their meeting held on May 9, 2025, has approved the appointment of M/s. Parikh & Associates, a Firm of Company Secretaries in Practice (Firm registration number: P1988MH009800), as the Secretarial Auditors to hold office for an audit period of five (5) consecutive years commencing from the financial year 2025-26 till financial year 2029-30 at a remuneration of '1,00,000/-(Rupees one lakh only) plus applicable taxes and other out-of-pocket costs incurred in connection with the audit. The proposed fee is determined based on the scope of work, team size, industry experience, and the time and expertise required by M/s. Parikh & Associates to conduct the audit effectively. M/s. Parikh & Associates, Company Secretaries, possesses comprehensive professional experience in the field of Corporate Law, SEBI Regulations, FEMA Compliance and allied fields, delivering strategic solutions to ensure regulatory adherence and operational efficiency. The firm has been Peer Reviewed (Peer review certificate number 1129/2021) and Quality Reviewed by the Institute of Company Secretaries of India (ICSI), ensuring the highest standards in professional practices.

Comments on Auditors' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Kalyaniwalla & Mistry LLP, Statutory Auditors, in their Auditors' Report and by M/s. Parikh & Associates, Secretarial Auditor, in their Secretarial Audit Report The Auditors have not reported any incidence of fraud to the Audit Committee of the Company in the year under review.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return as on March 31, 2025 is accessible on the Company's website https://www.grindwellnorton.co.in/investors/reports#ReportsTabs2.

DISCLOSURE REQUIREMENTS

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

The Dividend Distribution Policy of the Company as required under the Listing Regulations was adopted to set out the parameters and the circumstances that will be taken into account by the Board of Directors in determining the distribution of dividend to its shareholders. The policy is annexed as Annexure 5 of this Report and is also accessible on the Company's website, https://www.grindwellnorton.co.in/investors/corporate-governance#PoliciesTabs7.

SECRETARIAL STANDARDS AND COMPLIANCE

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with relevant compliances relating to Foreign Exchange Management Act, 1999.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company's operations in the future.

ACKNOWLEDGEMENTS

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.