G R Infraprojects Ltd Directors Report

To

The Members,

G R Infraprojects Limited

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:

	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	7,62,021.73	6,51,556.78	8,39,861.89	7,39,470.41
Other Income	46,104.75	50,034.40	12,865.06	19,542.07
Total Income	8,08,126.48	7,01,591.18	8,52,726.95	7,59,012.48
Earnings before Interest, Tax & Depreciation and Amortization (EBITDA)	1,29,137.18	1,40,487.06	1,75,031.54	1,83,165.95
Less: Depreciation and Amortization expense	19,835.93	24,483.22	19,881.14	24,457.94
Earnings before Interest & Tax (EBIT)	1,09,301.25	1,16,003.84	1,55,150.40	1,58,708.01
Less: Finance Cost	4,323.57	8,568.67	50,797.04	44,804.62
Add: Share of profit from associate	-	-	16,667.80	20,981.37
Profit before exceptional items and Tax (PBT)	1,04,977.68	1,07,435.17	1,21,021.16	1,34,884.76
Exceptional item	25,315.26	2,357.14	4,746.58	(1,226.09)
Profit before tax	1,30,292.94	1,09,792.31	1,25,767.74	1,33,658.67
Less: Tax Expense	30,687.32	29,131.62	35,509.93	32,119.14
Profit after Tax (PAT)	99,605.62	80,660.69	90,257.81	1,01,539.53

STATE OF COMPANYS 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 Companys 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 Indias 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 Companys website at https://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 Companys website at https://grinfra.com/wp-content/ uploads/2021/08/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 Companys subsidiaries, details of which are provided hereunder:

Name of the Subsidiary	Date of Incorporation/ acquisition*/ Cessation$
Agra Gwailor Highway Private Limited	07/04/2025
Indus Offshore Private Limited	26/11/2025
Infra Fourmativ Private Limited	01/12/2025
Fouran Private Limited	10/12/2025
FourCi Warehouse-1 Private Limited	23/02/2026
Rajgarh Neemuch Power Transmission Limited	29/09/2025*
GR Bahadurganj Araria Highway Private Limited	30/12/2025$
GR Ujjain Badnawar Highway Private Limited	25/03/2026$
GR Bilaspur Urga Highway Private Limited	25/03/2026$
GR Ena Kim Expressway Private Limited	25/03/2026$

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 arms 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 Companys 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 Companys website and the same can be accessed at https://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 Committees 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 Company https://www. grinfra.com/wp-content/uploads/2020/02/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 at https://www. grinfra.com/wp-content/uploads/2020/02/corporate-social-responsibility-policy.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 AUDITORS 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.

Managements 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 Companys website at https://www.grinfra.com/ wp-content/uploads/2026/06/GRIL_ESOS_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 at https://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 Companys 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 Companys 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.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act are given below:

A. Conservation of energy

i. the steps taken or impact on conservation of energy	In view of the nature of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those implemented by the Company.
ii. the steps taken by the company for utilizing alternate sources of energy	In view of the nature of business activities of the Company, no substantial steps are required to be taken for alternate sources of energy other than those implemented by the Company.
iii. the capital investment on energy conservation equipments	Nil

B. Technology absorption

i. the efforts made towards technology absorption	No specific efforts made other than in the ordinary course of execution of the Project.
ii. the benefits derived like product improvement, cost reduction, product development or import substitution	There was no substantial technology imported during the period under review.
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Not Applicable
a. the details of technology imported
b. the year of import
c. whether the technology has been fully absorbed
d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
iv. the expenditure incurred on Research and Development	Nil

C. Foreign exchange earnings and outgo

i. Foreign Exchange earnings	H 640.62 Lakhs
	(Previous Year: H 61.59 Lakhs)
ii Foreign Exchange outgo	H 41,298.82 Lakhs
	(Previous Year: H 4,398.87 Lakhs)

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 Companys website on https://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