Directors' Report to the Members,
Your Directors are pleased to present the FIFTY-SECOND Annual
Report on the affairs of the Company ("the Company" or "GRP") together
with the Audited financial statements of the Company for the financial year ended 31 st
March, 2026.
| Standalone Financial Results |
Year ended 31st March |
| Particulars |
2026 |
2025 |
|
(Rs. In lakhs) |
(Rs. In lakhs) |
| Sales & Other Income |
53,100 |
53,852 |
| EBITDA |
4,559 |
7,468 |
| Profit before tax and exceptional items |
1,514 |
5,003 |
| Profit before tax |
1,374 |
5,003 |
| Tax Expenses |
481 |
1,217 |
| Profit after tax for the year (a) |
893 |
3,786 |
| Total comprehensive income |
(125) |
3,659 |
| Balance of Profit/Loss for earlier years (b) |
13,217 |
10,045 |
| Add: Remeasurement gain/(loss) of defined
benefit plans (c) |
(26) |
(114) |
| Less: Dividend paid on Equity Shares (d) |
773 |
500 |
| Balance carried forward (a+b+c-d) |
13,311 |
13,217 |
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.3.50 per equity share (35%) of the face value of Rs.10/-
each (on capital base of Rs. 53333320/-) for the year ended 31st March, 2026.
[Previous year dividend was Rs.14.50 per share (145%) on increased capital base of Rs.
53333320/-].
FINANCIAL RESULTS, PERFORMANCE AND FUTURE OUTLOOK
The financial year gone by began in uncertain geopolitical and
consequent economic situation. Persistent geopolitical tensions, elevated trade barriers
and energy price shocks arising due to tension in Middle East has and is continuously
impacting global economy.
Your Company delivered a total income of Rs. 53,100 lakhs in the fiscal
year 2025-26 compared to Rs. 53,852 lakhs in the previous year, representing a marginal
decline of 1%. Before analysing further this degrowth, need to remove EPR accrual of Rs.23
cr from FY25 total income, as this amount pertained to the period before FY25. Whereas in
FY26, EPR accrual is for FY26 only. Additionally, the decline in income is attributed to
US tariff, degrowth in Engineering Plastic business due to subdued demand and also due to
the delay in new project gaining stability. The Reclaim Rubber (RR) business grew by 5% in
revenues, the Engineering Plastics (EP) business revenue reduced by 13%, and the CDF
business unit gained 6% growth. And as for Rubber Composite (RC) business, US tariff
impacted adversely and to protect overall margin, the Company decided to shut it down in
Q3 of the fiscal. Profit after tax for the year as a result of above factors, took hit of
5%, it declined from Rs.3,786 lakhs in FY25 to Rs.893 lakhs in FY26.
Within turbulent global economic situation, GRP remained agile and
focused, responding through calibrated actions across operations, technology deployment,
market priorities and product strategy, enabling it to steer steadily towards its goals.
This strategy and focus allowed the Company to strengthen its operating foundation for
better future growth.
Ongoing supply-chain disruptions, currency volatility and geopolitical
tensions created uncertain environment for manufacturing exporters. India remained the
fastest growing economy, though growth moderated from 7.6% in previous year to 6.5% in
2026. The outlook for circular materials remains strong. In the domestic market, overall
rubber consumption grew by 4% during calendar year 2025, while consumption by tyre
industry remained largely stable. Reclaimed Rubber continued to outperform, growing by 7%
YoY, with 15% growth in tyre applications, creating opportunities for your company to
strengthen its domestic presence.
During the year, your company replaced 38% of its traditional capacity
with new technology, improving cost efficiency. Also, the
Company continued its Energy cost saving initiatives by investment in
Solar power at Solapur which resulted in savings of Rs.115 lakhs in FY26.Further
investment in 8 MW Solar project in Gujarat is planned in FY27, which will start yielding
results from September, 2026.
During the year, your company successfully commercialized its Waste to
Energy business under the new brand identity "Pyrova Energy", representing a
significant step in expanding its circular materials portfolio into value-added energy and
petrochemical applications. The business houses India's largest single-line
continuous reactor, and a capacity to process over 30,000 MT of crumb rubber annually.
However, as with any first-of-its-kind scale-up, initial teething issues impacted the
ramp-up to full-scale production during the year. Despite these early operational
challenges, the successful commercialization of the facility establishes a strong
foundation for future scale-up and positions your Company strategically within the
emerging circular energy ecosystem.
The Engineering Plastics and Repurposed Polyolefins businesses
continued to face near-term headwinds arising from a sharp correction in virgin prices and
sustained inflows of low-cost imports, particularly from China, which has increasingly
emerged as a net exporter. In response to the evolving market environment, your Company
has initiated a reassessment of the operating model of its
Repurposed Polyolefins subsidiary to ensure that capital deployment
remains aligned with return thresholds and long-term strategic priorities. The focus
remains on improving sourcing efficiency, strengthening product positioning in
higher-specification applications, and expanding presence across value-added end markets
such as automotive, electricals, and appliances. The Engineering Plastics business,
despite near-term softness, continued to strengthen its position in application-led
segments.
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 was no change in the
share capital of the Company:
CREDIT RATINGS OF SECURITIES
| Rating Agency |
Instrument Type |
Rating |
Date on which Credit Rating obtained |
| CRISIL Limited |
Long Term Bank Facilities |
CRISIL BBB+/Stable (downgraded from
‘CRISIL A-/Stable') |
This rating is as on 10th
December, 2025 |
|
Short Term Bank Facilities |
CRISIL A2 (downgraded from ‘CRISIL
A2+') |
|
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the financial year 2025-26, Company transferred Rs.9,791.25 of
Unclaimed Dividend and 153 corresponding Equity Shares to Investor Education and
Protection Fund (IEPF). As on 31st March, 2026 there are 26,021 Equity Shares
in the demat account of IEPF authority. The details of such shareholders are available on
the website of the Company. The voting rights of the Equity shares transferred to IEPF
shall remain frozen and Dividend or any other benefit accrued on those shares shall be
transferred to IEPF account till the rightful owners of such shares claim the same. Such
shares can be claimed back by the shareholders from the IEPF authority as per the
procedures laid down in the IEPF rules. Shilpa Mehta, Chief Financial Officer, is
appointed as the Nodal Officer under the provisions of IEPF.
The unpaid dividend for the under noted years, if remained unclaimed
for 7 (seven) years will be statutorily transferred by the Company to IEPF, in accordance
with schedule given below:
| Financial Year |
Date of declaration of Dividend |
Total Dividend (in Rs.) |
Unclaimed Dividend as on 31.03.2026 (in
Rs.) |
To be transferred to IEPF latest by |
| 2018-19 |
22.08.2019 |
1,06,66,664 |
52,296.00 |
25.10.2026 |
| 2019-20 |
20.02.2020 (Interim Dividend) |
73,33,332 |
39,396.50 |
24.04.2027 |
| 2020-21 |
12.08.2021 |
33,33,333 |
16,983.75 |
15.10.2028 |
| 2021-22 |
22.08.2022 |
1,19,99,997 |
79,841.63 |
25.10.2029 |
| 2022-23 |
04.08.2023 |
2,26,66,661 |
1,23,560.96 |
07.10.2030 |
| 2023-24 |
02.08.2024 |
499,99,988 |
6,04,872.50 |
05.09.2031 |
| 2024-25 |
25.07.2025 |
773,33,314 |
5,00,284.00 |
28.08.2032 |
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://grpweb.com/investors
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).
DIRECTORS i. Board of Directors
As of 31st March, 2026, the Board of Directors comprised of
7 Directors (including a Woman Whole time Director), 4 of which are Independent Directors,
2 Whole-time Directors [Promoter & Promoter(s) Group] and 1 Non-executive
Non-independent Director [Promoter & Promoter(s) Group]. ii. Retirement by rotation
and subsequent re-appointment
In accordance with the provisions of Section 152 and other applicable
provisions, if any, of the Act and the Articles of Association of the Company, Harsh
Gandhi (DIN: 00133091), Whole-time director designated as Managing Director of the
Company, is liable to retire by rotation at the ensuing AGM and being eligible has offered
himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS a. All the Independent
Directors have submitted their declarations to the Board to the effect that they meet the
required criteria of independence as mentioned in the provisions of Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the Independent Directors have also confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge duties with an objective independent judgment and
without any external influence and also that they are independent of the management. b.
All the Independent Directors have submitted their affirmation on compliance with the Code
of Conduct for Directors and Senior
Management personnel.
KEY MANAGERIAL PERSONNEL (KMP)
Jyoti Sancheti, Company Secretary & Compliance Officer, has
resigned from the services of the company w.e.f.7 th April,2026. Search for new
Company Secretary is under active progress and is likely to be completed very soon.
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 31st March, 2026, the applicable accounting
standards have been followed and there had been no material departure. b) the Directors
had selected such accounting policies and applied them consistently and made judgements
and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at 31 st March, 2026 and of the profit and
loss account of the company for the year ended on that date. c) the Directors had taken
proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities. d) the
Directors had prepared the annual accounts on a going concern basis. e) the Directors, had
laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and f) the Directors had
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
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 2025-26 that impacts the going concern
status and company's operations in future.
REGISTRAR AND SHARE TRANSFER AGENT
During the year under review, ‘MUFG Intime India Private
Limited' ("MIIPL") (previously known as Link Intime India Private
Limited),has continued as Registrar and Share Transfer Agent ("RTA") of the
Company.
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 22nd August, 2022, for a period of 5 (Five) consecutive
financial years, from the conclusion of the Forty-eighth Annual General
Meeting of the Company until the conclusion of the Fifty-third Annual
General Meeting of the Company.
The Statutory Auditors have issued an unmodified opinion on the
financial statements for the financial year 2025-26 and the Statutory
Auditor's Report forming part of this Annual Report.
COST AUDITORS
At the recommendation of the Audit Committee, the Board of Directors at
its meeting held on 9th May, 2025 has approved the appointment of M/s. Kishore
Bhatia & Associates (Firm Registration No.00294), Cost Accountants, as the Cost
Auditor's to conduct the audit of the cost records of the Company for the financial
year 2025-26 at a remuneration of Rs. 2.75 lakhs p.a. plus out of pocket expenses and
taxes. The Company has maintained the cost accounting records under Section 148 of the
Companies Act, 2013 for the financial year 2025-26.
Further, the Board of Directors at its meeting held on 15th
May, 2026 has reappointed M/s. Kishore Bhatia & Associates (Firm Registration
No.00294), Cost Accountants, as the Cost Auditor's to conduct the audit of the cost
records of the Company for the financial year 2026-27 on a remuneration of Rs. 3.00 lakhs
p.a. plus out of pocket expenses and taxes.
The resolution for ratification of the proposed remuneration payable to
M/s. Kishore Bhatia & Associates to audit the cost records of the Company for the
financial year ending 31 st March 2027, is being placed for the approval of the
shareholders of the Company at the ensuing AGM.
SECRETARIAL AUDIT REPORT
CS Yogesh Dabholkar, proprietor of M/s. Yogesh D. Dabholkar & Co.,
Practicing Company Secretary (COP No.6752) has been appointed as the Secretarial Auditor
of the Company for the period of five consecutive years from Financial Year 2025-26. CS
Yogesh Dabholkar has conducted the Secretarial Audit for the said financial year in
accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules
made thereunder. The Secretarial Audit Report for the Financial Year 2025-26 is attached
herewith. The Secretarial Audit Report and Secretarial Compliance Report for the financial
year 2025-26, does not contain any qualification, reservation, or adverse remark (Annexure
5).
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
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has constituted Risk Management Committee (RMC) of the
Board, to do the periodic assessments of risks. RMC, along with functional heads, carries
on the exercise to identify the risk areas, action plans to mitigate the same, in order to
enable the
Company to control risks through a properly defined plan. The risks are
classified as Strategic risks, operational risks, market risks, people risks and financial
risks. The risks are taken into account while preparing the annual business plan for the
year. The Board is also periodically informed of the Key business risks and the actions
taken to manage it.
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 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 as on 31st March, 2026 are given in Note 3 and 47 to the 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, 2026 are given in Note 41 to
the 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.
The web link to access the Company's Policy relating to
appointment of Directors, payment of Managerial remuneration, Directors'
qualifications, positive attributes, independence of Directors and other related matters
as provided under Section 178(3) of the
Companies Act, 2013, hosted by the company on its website
www.grpweb.com.
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
31st March, 2026 :
| (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: https:// grpweb.com/investors
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 Sustainability Report ("SR") in accordance with
Regulation 34(2)(f) of the SEBI Listing Regulations. The SR, including the SR Core
comprising key performance indicators relating to environmental, social, and governance
(ESG) matters, forms a separate section of this Annual Report.
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 shares, warrants, debentures, bonds, or any other
convertible or non-convertible securities.
(ii) issued equity shares with differential rights as to dividend,
voting or otherwise.
(iii) issued any sweat equity shares to its Directors or employees.
(iv) made any change in voting rights.
(v) reduced its share capital or bought back shares.
(vi) changed the capital structure resulting from restructuring. (vii)
failed to implement any corporate action. b. The Company's securities were not
suspended for trading during the year. c. The disclosure pertaining to the explanation for
any deviation or variation in connection with certain terms of a public issue, rights
issue, preferential issue, etc., is not applicable to the Company.
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.
|
For and on behalf of the Board of
Directors |
|
|
sd/- |
sd/- |
|
Harsh Gandhi |
Hemal Gandhi |
Place : Mumbai |
Managing Director |
Executive Director |
Date : 15th May 2026 |
DIN : 00133091 |
DIN : 01444424 |
|