Your Directors are pleased to present the Thirtieth (30^th) Annual Report on the business and operations of the Company together with
the Audited Financial Statements for the financial year ("FY”) ended 31^st March 2026.

FINANCIAL RESULTS

The financial results of your Company for the Financial Year ended 31^st March 2026 are summarized below:

STATE OF COMPANY’S AFFAIRS

Standalone Basis: During the Financial Year under review, the
Company generated revenue from operations of H 7,62,021.73
Lakhs compared to H 6,51,556.78 Lakhs in the previous financial
year, with an increase of 16.95%. The profit before tax for FY
2025-26 was H 1,30,292.94 Lakhs, marking an increase of 18.67%
from H 1,09,792.31 Lakhs in the previous year. The profit after tax
stood at H 99,605.62 Lakhs, up by 23.49% from H 80,660.69 Lakhs
in the previous Financial Year.

Consolidated Basis: For the Financial Year under review, the
Company reported consolidated revenue from operations of
H 8,39,861.89 Lakhs, increase by 13.58% from H 7,39,470.41
Lakhs in the previous Financial Year. The profit before tax for
the Financial Year 2025-26 was H 1,25,767.74 Lakhs, reflecting
a decrease of 5.90% from H 1,33,658.67 Lakhs in the previous
Financial Year. The profit after tax in the current Financial
Year was H 90,257.81 Lakhs, down by 11.11% compared to H
1,01,539.53 Lakhs in the previous Financial Year.

BUSINESS OVERVIEW

G R Infraprojects Limited is a fully integrated infrastructure
development company with a strong presence in the road
sector, undertaking projects on Engineering Procurement
and Construction (EPC), Build-Operate-Transfer (BOT),
Design-Build-Finance-Operate-Transfer (DBFOT), and Hybrid
Annuity Mode (HAM).

As on 31^st March 2026, the Company's order book stood at
H26,47,153.88 Lakhs.

During the financial year under review, the Company secured
three new road projects worth H 3,80,795.76 Lakhs, one power
transmission project amounting to H 1,48,898.31 Lakhs, one
railway tunnel project amounting to H 1,60,805.99 Lakhs, one
optical fiber cable project worth H 1,06,500.00 Lakhs, one BESS
Implementation at NTPC Thermal Power Stations project worth
H 41,337.00 Lakhs, one railway project worth H 22,200.00 Lakhs,
and one project in oil and gas worth H 1,10,000.00 Lakhs.

The Company currently has a portfolio of Forty Three (43)
projects, of which Twenty one (21) are HAM, One (1) is BOT-
Annuity, Five (5) are BOOT, One (1) is DBFOT(logistics), One (1)
is DBFOT (Toll), One (1) is DBOT (OFC) and Thirteen (13) EPC
Projects which include Road, Railway, Tunnel, Metro, Hydro,
Renewable, Oil and gas and OFC.

Out of these, as on 31^st March 2026, Nine (9) projects are
operational, thirty one (31) are under construction, three (3)
projects are awaiting appointed dates.

Notably, during the year, the Company transferred four (4) wholly
owned subsidiaries holding HAM projects to Indus Infra Trust
(formerly known as Bharat Highways InvIT), resulting in a Profit
of H 21,695.18 Lakhs (net of tax).

G R Infraprojects Limited integrated business model includes
eight (8) strategically located manufacturing units in Udaipur,
Guwahati, Sandila, and Ahmedabad, which support the production
of bitumen emulsions, thermoplastic road-marking paints, road
signage, metal crash barriers, and electric poles.

The Company also benefits from in-house design and engineering
capabilities, a centralized procurement and logistics network,
and a dedicated project management team. With over 9,993
employees and a fleet of 7,000 equipment and machinery, the
Company continues to deliver complex infrastructure projects
with high quality, efficiency, and adherence to timelines. Its
consistent financial performance, strong order book, backward
integration capabilities, and focus on execution excellence
position it as a leading player in India's infrastructure landscape.

CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review, there was no change in
the nature of business of the Company.

CAPITAL STRUCTURE

There was no change in the authorised share capital of the
Company during the Financial Year. The Authorised Capital of the
Company as on 31^st March 2026 was H 8,900 Lakhs divided into
17,80,00,000 Equity Shares of H 5 each. The Issued, Subscribed
and Paid-up Capital at the end of the current financial year stood
at H 4,838.04 Lakhs. The Company has not issued any equity
shares with differential rights, sweat equity shares or bonus
shares, however the Company has allotted 20,222 equity shares
of H 5 each at issue price of H 1000/- under Employee Stock
Option Scheme-2021 on 01^st September 2025. The Company has
only one class of equity shares with face value of H 5/- each.

LISTING OF EQUITY SHARES

The equity shares are listed on BSE Limited ("BSE”) and National
Stock Exchange of India Limited ("NSE”) on 19^th July 2021. The
annual listing fee for the Financial Year 2026-27 has been paid to
both the stock exchanges.

NON-CONVERTIBLE DEBENTURES (NCDs)

During the Financial Year under review, the Company did not
issue or allot any Non-Convertible Debentures ("NCDs”).

The existing NCDs of the Company continue to remain listed on
the Wholesale Debt Market Segment of BSE Limited. The details
of the Debenture Trustee are available on the Company's website
athttps://www.grinfra.com/contact-investor-grievances/

DIVIDEND

During the Financial Year 2025-26, the Board of Directors declared
an interim dividend of H 2.50 per equity share in February 2026,
which was subsequently distributed in March 2026, resulting in
a total dividend payout of H 24.19 Crores. The Board does not
recommend any final dividend for the Financial Year 2025-26.

DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”), Dividend Distribution Policy is available on
the Company's website athttps://grinfra.com/wp-content/
uploads/?0?1/08/Dividend-Distribution-policy.pdf.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS
TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of the Companies Act, 2013
read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended from time to time, the Company is required to transfer
to the Investor Education and Protection Fund the dividend
amount remaining unpaid or unclaimed for a period of seven (7)
years and shares in respect of which dividend has not been paid
or claimed for seven (7) consecutive years or more.

During the Financial Year under review, there were no amounts or
shares which were required to be transferred to the IEPF.

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves of
the Company during the Financial Year 2025-26.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the
financial position of the Company which have occurred from the
end of the Financial Year and up to the date of signing this Report.

SUBSIDIARY, ASSOCIATE OR JOINT OPERATIONS

As on 31^st March 2026, the Company was having Thirty-One (31)
Subsidiaries, One (1) Associate and Seven (7) Joint Operations
(JOs), and there has been no material change in the nature of the
business of the subsidiaries and JOs. During the Financial Year
under review, the Company has acquired One (1) new Company
as its Wholly Owned Subsidiary and has also incorporated
Five (5) new subsidiaries, whereas Four (4) Companies ceased to
be Company's subsidiaries, details of which are provided hereunder:

PERFORMANCE OF SUBSIDIARIES, ASSOCIATES
AND JOINT OPERTIONS

The performance and financial position of the subsidiaries of
the Company are presented in Form AOC-1, which forms an
integral part of the Financial Statements, in compliance with the
provisions of Section 129 of the Companies Act, 2013 read with
the applicable rules framed thereunder.

Further, the contribution of the subsidiaries and joint operations to
the overall performance of the Company during the Financial Year
under review is duly disclosed in Note No. 49 to the Consolidated
Financial Statements, forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the
Consolidated Financial Statements have been prepared in
accordance with Indian Accounting Standards and as per
Companies (Indian Accounting Standards) Rules, as amended,
2015 which forms part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of loans, guarantees and investments as required
pursuant to the provisions of Section 186 of the Act and the
rules made thereunder are set out in the Notes to the Standalone
Financial Statements of the Company. Your Company falls
within the scope of the definition "Infrastructure Company” as
provided by the Companies Act, 2013. Accordingly, the Company
is exempted from the provisions of Section 186 of the Act with
regards to Loans, Guarantees and Investments except section
186 (1) of the Companies Act, 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

In accordance with the provisions of Section 188 of the Act
and rules made thereunder, all the contracts/arrangements/
transactions entered into by the Company during the year under
review with Related Parties were on an arm's length basis and
in the ordinary course of business. All related party transactions
were approved by the Audit Committee as per the provisions of
the Act and the listing regulations. The policy on related party
transactions is available on the Company's website.

The details of the Related Party Transactions are set out in the
Notes to Financial Statements forming part of this Annual Report.
During the year under review, there are no material significant
related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons

and their relatives which may have a potential conflict with
the interest of the Company at large. Also, the Company has
a process in place to periodically review and monitor Related
Party Transactions.

During the Financial Year under review, your Company had
entered one (1) material Related Party Contract/ Arrangement
with its wholly owned subsidiary of the Company, details of which
are disclosed in Form AOC-2 as Annexure-I.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March 2026, the Company has six (6) Directors
comprising of two (2) Executive Directors and four (4) Non¬
Executive Independent Directors including one (1) women director
on the Board of the Company.

Mr. Chander Khamesra (DIN: 01946373) and Mr. Desh Raj Dogra
(DIN: 00226775) ceased to be Directors of the Company with effect
from 23^rd September 2025 and 11^th May 2026, respectively, upon
completion of their second term as Independent Directors of the
Company. Further, Mr. Vinod Kumar Agarwal (DIN: 00182893)
resigned from the Directorship of the Company with effect from
10^th November 2025 due to health reasons.

The Board places on record its sincere appreciation and gratitude
to Mr. Chander Khamesra and Mr. Desh Raj Dogra for their
invaluable guidance, support and significant contributions during
their association with the Company and wishes them the very best
in their future endeavours.

The Board also places on record its profound appreciation and
heartfelt gratitude to Mr. Vinod Kumar Agarwal for his exemplary
leadership, visionary guidance, unwavering commitment and
invaluable professional expertise rendered during his long and
distinguished association with the Company. Mr. Agarwal made
immense contributions towards the governance, strategic direction,
growth and strengthening of the organisation over the years.

The Board of Directors, at its meeting held on 11^th May 2026,
appointed Mr. Ashwin Agarwal (DIN: 09619055) as an Additional
Director of the Company with effect from 11^th May 2026.
Further, pursuant to the recommendation of the Nomination
and Remuneration Committee, the Board has approved and
recommended to the members the appointment of Mr. Ashwin
Agarwal as a Whole-time Director of the Company for a term of
five (5) years commencing from 11^th May 2026, subject to the
approval of the members at the ensuing Annual General Meeting.

In accordance with the provision of Section 152 of the Companies
Act, 2013, and the Articles of Association of the Company, Mr.
Ajendra Kumar Agarwal (DIN: 01147897), Director of the Company
retires by rotation at the ensuing Annual General Meeting and
being eligible, has offered himself for re-appointment. The Board
recommends his re-appointment.

INDEPENDENT DIRECTORS

In terms of Section 149(6) of the Companies Act, 2013 and
Regulation 16 of SEBI Listing Regulations including amendments
thereof, the Company has received declarations from all the
Independent Directors of the Company that they meet the

criteria of independence, as prescribed under the provisions of
the Act and SEBI Listing Regulations, as amended from time to
time. There has been no change in the circumstances affecting
their status as an Independent Director during the year. Further,
Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than
sitting fees, commission and reimbursement of expenses, if any,
incurred by them for the purpose of attending meetings of the
Board/Committee(s) of the Company.

The Board is of the opinion that the Independent Directors of the
Company possess requisite integrity, expertise, experience and
proficiency. During the year under review, no Independent Director
was appointed and accordingly, the requirement to provide a
statement with respect to newly appointed Independent Directors
is not applicable to the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

As required under Regulation 46(2)(i) of the Listing Regulations,
the details of familiarization programmes conducted during
the Financial Year are available on the Company's website
and the same can be accessed athttps://www.grinfra.com/
other-compliance/.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES, AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its
committees and the individual Directors was carried out for
the Financial Year 2025-26. Led by the Board of Directors, the
evaluation was carried out using individual questionnaires
covering, amongst others, composition of Board, conduct as per
Company values & beliefs, contribution towards development
of the strategy & business plan, risk management, receipt of
regular inputs and information, codes & policies for strengthening
governance, functioning, performance & structure of Board
Committees, skill set, knowledge & expertise of Directors,
preparation & contribution at Board meetings, leadership, etc.
The performance evaluation of the respective Committees and
that of Directors was done by the Board excluding the Director
being evaluated.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Six (6) meetings of the Board of Directors were held during the
Financial Year under review. For details of meetings of the Board,
please refer to the Corporate Governance Report, which is a part
of this annual report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the
Companies Act, 2013, with respect to Directors Responsibility
Statement, your Directors hereby confirm that:

1. in the preparation of the annual accounts, the applicable
accounting standards had been followed and there are no
material departures;

2. they had selected such accounting policies and applied
them consistently and made 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 and of the profit and loss of the company
for that period;

3. they had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud and
other irregularities;

4. they had prepared the annual accounts on a
going concern basis;

5. they 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

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

AUDIT COMMITTEE

Your Company has a duly constituted Audit Committee, its
composition as well as charter are in line with the requirements
of the Companies Act, 2013 read with the rules made thereunder
and Regulation 18 of the Listing Regulations. The details relating
to the same are given in Corporate Governance Report forming
part of the Annual Report. During the year under review, all
the recommendations made by the Audit Committee were
accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE
(“NRC")

Pursuant to provisions of Companies Act, 2013 read with the rules
made thereunder and Regulation 19 of the listing regulations, the
Company has duly constituted Nomination and Remuneration
Committee. The details relating to the same are given in Corporate
Governance Report forming part of this Annual Report.

The Committee identifies persons qualified to become Directors,
and recommends to the Board the appointment, remuneration
and removal of the Directors and Senior Management. The
Committee's role also includes formulation of criteria for
evaluation of performance of the Directors & the Board as
a whole, and administration of the Employee Stock Option
Schemes of the Company. Nomination and Remuneration
Policy is placed on the website of the Companyhttps://www.
grinfra.com/wp-content/uploads/?0?0/0?/Nomination-and-
Remuneration-Policy-1.pdf. All the recommendations made by
the Nomination and Remuneration Committee during the year
were accepted by the Board.

RISK MANAGEMENT SYSTEM

The Board of Directors of the Company has constituted Risk
Management Committee in accordance with Regulation 21 of the
Listing Regulations. The terms of reference of Risk Management

Committee are in accordance with Para C of Part D of Schedule
II of the Listing Regulations. The details relating to the same are
given in Corporate Governance Report forming part of this annual
report. Your Company has developed and implemented a risk
management policy and regularly reviews the risk management
system and major risks associated with its business activities.
The details pertaining to risk management has been covered in
the Management Discussion and Analysis, which forms part of
this annual report.

CORPORATE SOCIAL RESPONSIBILITY (“CSR")

The brief outline of the Corporate Social Responsibility (CSR)
Policy of the Company and the initiatives undertaken pursuant
thereto during the Financial Year 2025-26 are annexed to this
Report as Annexure - II, forming part of the Annual Report on
Corporate Social Responsibility. The Chief Financial Officer of
the Company has certified that the CSR funds disbursed for the
approved projects have been utilized for the purposes and in the
manner approved by the Board. The CSR Policy of the Company
is available on the website of the Company athttps://www.
grinfra.com/wp-content/uploads/2020/02/corporate-social-
responsibilitv-policv.pdf.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The details in respect of internal financial control and their
adequacy are included in the Management discussion and
Analysis, forming part of this annual report.

AUDITORS AND AUDITOR’S REPORT
Statutory Auditors

M/s S R B C & Co LLP, Chartered Accountants (FRN: 324982E/
E300003) have audited the standalone and consolidated
financial statements ("Financial Statements”) of the Company
for the Financial Year under review. The Auditors have issued an
unmodified opinion on the financial statements, for the Financial
Year ended 31^st March 2026. The Auditors' Reports on the financial
statements of the Company forms part of this Annual Report.
The observations of Statutory Auditors in their Report read with
relevant Notes to Accounts are self-explanatory and therefore do
not require further explanation.

The shareholders of the Company in their Annual General Meeting
held on 27^th September 2021, have appointed M/s S R B C & Co
LLP, Chartered Accountants (FRN: 324982E/E300003) as the
Statutory Auditors for a period of Five years to hold office from
the conclusion of the Twenty Fifth (25^th) Annual General Meeting
till the conclusion of Thirtieth (30^th) Annual General Meeting of
the Company, accordingly the term of Statutory Auditor of the
Company is expiring at the conclusion of the ensuing Annual
General Meeting of the Company.

The Board of Directors has proposed the appointment of M/s B
S R and Co, Chartered Accountants, FRN: 128510W as Statutory
Auditors of the Company for a period of five (5) consecutive
years from the conclusion of 30^th Annual General Meeting till the
conclusion of 35^th Annual General Meeting of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 ("Act”) and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Members
at their Annual General Meeting held on 19^th September

2025 had appointed M/s Ronak Jhuthawat & Co., Company
Secretaries (Unique Identification No.: P2025RJ104300), as
Secretarial Auditors of the Company for a term of five (5)
consecutive financial years, i.e., from Financial Year 2025-26 to
Financial Year 2029-30.

The Secretarial Audit for the Financial Year ended 31^st March

2026 has been conducted by the said Auditors. The Secretarial
Audit Report is annexed herewith as Annexure - III and forms
part of this Annual Report and does not contain any qualification,
reservation or adverse remark.

Cost Auditors

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

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 and as per the Companies (Cost Records and Audit)
Rules, 2014 and amendments thereof, the Board, on the
recommendation of the Audit Committee, at its meeting held on
11^th May 2026, has approved the appointment of M/s Rajendra
Singh Bhati & Co., Cost Accountants (Firm registration number
101983), as the Cost Auditors of the Company for the Financial
Year ending 31^st March 2027.

A proposal for ratification of remuneration of the Cost Auditor
for the Financial Year 2026-27 is being placed before the
Shareholders for approval in the ensuing Annual General Meeting
of the Company.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies
Act, 2013 read with the rules made thereunder, the Board of Directors
had appointed M/s Deloitte Touche Tohmatsu India LLP as the
Internal Auditors of the Company to conduct the internal audit. The
observations and recommendations of the Internal Auditors were
duly reviewed by the Audit Committee, and necessary corrective
and preventive actions were taken by the management.

Further, the Board of Directors of the Company, at its meeting
held on 06^th February 2026, had approved the appointment
of M/s PricewaterhouseCoopers Services LLP as the Internal
Auditors of the Company to conduct the internal audit for the
period commencing from 01^st April 2026, in accordance with the
applicable provisions of the Companies Act, 2013 and the rules
made thereunder.

REPORTING OF FRAUD BY AUDITORS

The Auditors of the Company have not reported any matter to
the Central Government under Section 143(12) of the Companies
Act, 2013 during the Financial Year 2025-26, in respect of any
fraud committed or alleged to have been committed against the
Company by its officers or employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS

During the financial year, no significant and material orders were
passed by the Regulators or Courts or Tribunals impacting the
going concern status and future operations of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by
the Institute of Company Secretaries of India on Board Meetings
and General Meetings.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS

The report on Corporate Governance as stipulated under Listing
Regulations forms an integral part of the report and the requisite
certificate duly signed by the Practicing Company Secretary
confirming compliance with the conditions of Corporate
Governance is attached to the report.

Management's Discussion and Analysis Report for the Financial
Year under review, as stipulated under the Listing Regulations, is
presented in a separate section forming part of this annual report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

In terms of Regulation 34(2) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, Business
Responsibility and Sustainability Report for the Financial Year
2025-26 has been included in this annual report.

EMPLOYEE STOCK OPTION

In terms of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI SBEB/ ESOP Regulations”) as
amended, from time to time, the Nomination and Remuneration
Committee administers and monitors "G R Infraprojects Limited
Employee Stock Option Scheme-2021” (ESOP Scheme-2021)
of your Company.

During the financial year under review, 68,065 options were vested
on 10^th August 2025. Against these vested options, 20,222 options
were exercised and the same were allotted by the Nomination and
Remuneration Committee to the eligible employees.

There were no material changes in the aforesaid ESOP Plans during
the year and the same are in compliance with the ESOP Regulations.

The applicable disclosures relating to ESOP Plans, as stipulated
under the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 and amendments thereof
('ESOP Regulations'), pertaining to the year ended 31^st March 2026,
is posted on the Company's website athttps://www.grinfra.com/
wp-content/uploads/?0?6/06/GRII FSOS Disclosure 2026.pdf .

The Company has received a certificate from M/s Ronak
Jhuthawat & Co., Secretarial Auditor of the Company as required
under Regulation 13 of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, confirming that the ESOP
Scheme-2021 has been implemented in accordance with these

Regulations. The certificate is available for inspection during the
AGM of the Company and is also placed at the website of the
Company athttps://www.grinfra.com/other-compliance/

PARTICULARS OF EMPLOYEES

Particulars of Employees drawing remuneration in excess of limits
prescribed by provision of Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 are given in Annexure- IV(a).

Further, disclosures pertaining to remuneration and other details
as required under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are also
given under Annexure- IV(b).

VIGIL MECHANISM

As per Section 177(9) of the Companies Act, 2013 and regulation
22 of the SEBI Listing Regulations, your Company has formulated
an effective Vigil Mechanism and has a whistle blower policy which
provides a robust framework for dealing with genuine concerns &
grievances. Specifically, employees can raise concerns regarding
any discrimination, harassment, victimization, any other unfair
practice being adopted against them or any instances of fraud by
or against your Company. During the Financial Year under review
no complaint was received by the Company.

HUMAN RESOURCE MANAGEMENT

During FY 2025-26, Your Company continued to advance people
transformation agenda to align its human capital strategy with
the Company's evolving business priorities and growth ambitions.
Building on the transformation journey initiated in the previous year,
the Company progressed the activation of its revised operating
model and organization design, bringing greater role clarity,
stronger reporting structures, and enhanced accountability across
business units and corporate functions.

The implementation process is currently underway across multiple
functions, with leadership roles activated and structured transition
plans in place. The new structure is designed to enable faster
decision-making, strengthen ownership, and ensure stronger
alignment between strategic priorities and operational execution.

To reinforce a performance-driven culture, the Company further
strengthened its Key Result Area (KRA) and Key Performance
Indicator (KPI) framework across levels, ensuring clearer linkage
between individual performance and organizational objectives.

Leadership capability continued to remain a key focus area
during the year. Through its structured Leadership Development
Program (LDP), your Company invested significantly in building
future-ready leaders equipped to manage scale, complexity, and
business growth.

During the year, your Company also progressed its HR
digitalization journey by strengthening HR technology platforms
and analytics capabilities to enable improved workforce insights
and data-driven decision-making. In parallel, the Company
initiated the implementation of a structured HR Shared Services

model to streamline HR processes, enhance service delivery,
and improve operational efficiency. As part of its technology
roadmap, the Company initiated the implementation of additional
SuccessFactors modules including Succession Planning, Career
Development Planning (CDP), and Total Rewards Management.

These initiatives reinforce GRILs commitment to building a
resilient, high-performance organization where empowered
people, supported by strong governance and digital enablement,
drive operational excellence and sustainable long-term growth.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

Your Company believes that all the women employees should have
the opportunity to work in an environment, free from any conduct
which can be considered as Sexual Harassment. The Company is
committed to treating every employee with dignity and respect.

Your Company has in place a policy on Prevention of Sexual
Harassment at workplace. This policy is in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. All employees, whether
permanent, contractual, temporary and trainees are covered under
this Policy. The Company has duly constituted internal complaint
committee as required under the provisions of Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Your Company is pleased to report that during the
financial year under review, no complaints of sexual harassment
were received, and accordingly, there were no complaints
disposed of or pending for more than ninety days. This reflects
the Company's continued efforts in maintaining a safe, inclusive,
and harassment-free work environment for all its employees.

COMPLIANCE WITH MATERNITY BENEFIT ACT

Your Company is committed to fostering an inclusive and
supportive workplace that upholds the rights and well-being
of its employees. In this regard, the Company recognizes the
importance of safeguarding the interests of women employees
during maternity and ensuring a conducive work environment.

Your Company has in place appropriate policies and practices in
line with the requirements of the Maternity Benefit Act, 1961 and
the rules made thereunder. These policies are applicable to all
eligible women employees of the Company.

During the year under review, the Company has duly complied
with all the provisions of the Maternity Benefit Act, 1961 and the
applicable rules thereunder.

DEPOSITS

The Company has not accepted any deposits from the public
and as such, no amount on account of principal or interest on
deposits from the public was outstanding as on the date of
the balance sheet.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on 31^st March 2026 is available on the
Company's website onhttps://www.grinfra.com/wp-content/
uploads/2025/06/Financial-Year-2025-26.pdf

DISCLOSURES

• The Company has neither made any application, nor
any proceedings are pending under the Insolvency and
Bankruptcy Code, 2016.

• The Company has not entered into any one-time settlement
with any Bank or Financial Institutions, hence disclosure
under rule (8)(5)(xii) of Companies (Accounts) Rules 2014
is not applicable.

• Neither the Managing Director nor the Wholetime Directors
of the Company receive any remuneration or commission
from any of its subsidiaries.

APPRECIATION

The Board acknowledges and places on record its sincere
appreciation to all stakeholders, customers, vendors, banks,
Central and State Governments, Government authorities and all
other business partners, for their continued co-operation and for
the excellent support received from them.

The Board also wishes to place on record its appreciation to the
esteemed investors for showing their confidence and faith in the
management of the Company.

Your Directors recognize and appreciate the efforts and hard
work of all the employees of the Company and their continued
contribution to promote its development.

For and on behalf of the Board of Directors
Ajendra Kumar Agarwal

Date: 20.06.2026 Chairman & Managing Director

Place: Gurugram DIN: 01147897