The Directors hereby submit the Sixty Third Annual Report together with the Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2026.

1. SUMMARY OF THE FINANCIAL RESULTS:

During the financial year 2025-26, on a consolidated basis revenue was up by approx. 10%, Profit before tax was up by approx. 6% and Profit after tax was up by approx. 5% as compared to the previous financial year.

During the financial year 2025-26, on a standalone basis revenue was up by approx. 12%, Profit before tax was up by approx. 38% and Profit after tax was up by approx. 40% as compared to the previous financial year.

These results include exceptional items relating to:

a) Workforce reduction measures amounting to C52.62 Crores at Pfaudler GmbH in Waghausel, Germany; and

b) Increase in gratuity & leave liability amounting to C12.69 Crores pursuant to notification of new Labour Code by Government of India.

2. SHARE CAPITAL:

There was no change in Authorised and Paid-up Share Capital of the Company during the year under review.

3. ESOP:

With the approval of the Shareholders on December 2, 2021, through Postal Ballot, the Company had introduced the GMM Pfaudler Employee Stock Option Plan 2021 ("ESOP Plan 2021") to reward, incentivize and retain eligible employees.

Pursuant to the ESOP Plan 2021, a total of 1,53,800 stock options (0.34% of the Company's paid-up share capital) were granted in three tranches. The 1^st tranche comprising 1,25,000 stock options expired in January 2026, with no options exercised. A total of 20,100 stock options (0.05% of the Company's paid-up share capital) remained outstanding under 2^nd & 3^rd tranche as on March 31, 2026.

No stock options were exercised during the year under review.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") have been placed on the website of the Company and can be accessed at https://www.gmmpfaudler.com/investors/ shareholders-center/shareholders-meetings

A certificate from Rathi & Associates, Secretarial Auditors of the Company certifying that the ESOP Plan 2021 has been implemented in accordance with SEBI SBEB Regulations pursuant to the resolutions passed by the Shareholders, will be available for electronic inspection at the ensuing 63^rd Annual General Meeting.

4. TRANSFERS TO RESERVES:

During the year under review, no amount was transferred to General Reserve out of the net profits of the Company for the financial year 2025-26. Hence, the entire amount of profit has been carried forward to the Profit & Loss Reserve Account.

5. DIVIDEND:

During the year under review, the Board of Directors declared and paid an Interim Dividend of C1.00 per share. The total amount distributed as interim dividend on paid-up share capital for the year amounted to C4.50 Crores.

Based on the performance of the Company for the year, the Board of Directors is pleased to recommend a final dividend of C1.00 on the paid-up share capital for the year amounting to C4.50 Crores.

The dividend declared and/or paid by the Company for the Financial Year 2025-26, is in compliance with the Dividend Distribution Policy of the Company.

The Dividend Distribution Policy is set out as 'Annexure A' forming a part of this Report and is also available on the Company's website at https://www.gmmpfaudler.com/file/Dividend_ Distribution_Policy.pdf

6. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

In accordance with Section 129(3) of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of the Company's subsidiaries for the financial year ended March 31, 2026, is set out as 'Annexure B' of this Report.

Material Subsidiaries:

In terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Material Subsidiary shall mean a subsidiary, whose turnover or net worth exceeds ten percent of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

Accordingly, during the financial year 2025-26, the Company had five material overseas subsidiary companies namely, GMM International S.a.r.l., Pfaudler GmbH, Pfaudler

S.r.l., GMM Pfaudler US Inc. and Mavag AG.

In line with the requirements of the Act and SEBI Listing Regulations, the Company has approved a policy for determining material subsidiaries and the same is available on the Company's website at: https://www.gmmpfaudler.com/file/ PolicyfordeterminingMaterialSubisidiaries.pdf

Further, in terms of Regulation 24(1) of the SEBI Listing Regulations, at least one Independent Director on the Board of the Company shall be a Director on the Board of an unlisted material subsidiary, i.e. a subsidiary, whose turnover or net worth exceeds twenty percent of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

In compliance with the said provisions, Mr. Nakul Toshniwal, Independent Director of the Company, was a Director on the Board of GMM International S.a.r.l., Pfaudler GmbH, Pfaudler S.r.l and GMM Pfaudler US Inc.

7. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial reporting as designed and implemented by the Company are adequate and ensure that all transactions are authorized, recorded and reported correctly in a timely manner. During the year under review, no material or serious lapses have been observed by the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

8. INTERNAL CONTROL SYSTEMS:

The Company's internal control systems are commensurate with the nature of its business, size and complexity of its operations. Appropriate internal control policies and procedures have been set up to ensure compliance with various policies, practices and statutes keeping in view the organization's pace of growth and increasing complexity of operations. The Internal Auditors carry out extensive audits throughout the year across all functional areas and submit their reports to the Audit Committee to further strengthen the process and make them more effective. The Audit Committee periodically reviews the adequacy and effectiveness of the Company's internal financial control and implementation of audit recommendations.

9. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review, under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section and forms a part of this Report.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report for the financial year 2025-26, describing various initiatives taken by the Company from environment, social and governance perspective in accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, is presented in a separate section and forms part of this Report.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulations forms an integral part of this Report.

A certificate from S R B C & Co LLP, Chartered Accountants confirming compliance with corporate governance requirements under the SEBI Listing Regulations, is enclosed with the Report on Corporate Governance.

12. CORPORATE SOCIAL RESPONSIBILITY:

The Board has constituted a Corporate Social Responsibility ("CSR") Committee as per the provisions of Section 135 of the Act. The Board has also framed a CSR Policy as per the recommendations of the CSR Committee.

The CSR Policy is available on the Company's website at https://www.gmmpfaudler.com/file/ CorporateSocialResponsibilityPolicy.pdf.

The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2026, is provided under Annual Report on CSR prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy), Rules 2014 are set out as 'Annexure C' forming a part of this Report.

GMM Pfaudler Foundation, a Section 8 Company and wholly owned subsidiary of the Company, reflects the Company's commitment to CSR. The Foundation focuses on education, skill development, healthcare, and environmental sustainability, in alignment with the Company's CSR policy.

13. RELATED PARTY TRANSACTIONS:

All related party transactions entered into by the Company during the financial year were in accordance with the Policy on dealing with related party transactions formulated and adopted by the Company. These transactions

Company's Risk Management Policy ensures sustainable growth of the organisation and to promote pro-active approach in evaluating, mitigating, and reporting such risks associated with the business.

The said policy is available on the Company's website at https://www.gmmpfaudler.com/ file/Risk_Management_Policy.pdf.

The Risk Management Committee ("RMC") of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and to ensure that key strategic and business risks are identified and addressed by the management.

A sub-committee of the RMC named Executive Risk Management Council ("ERMC") continuously monitors and record changes in the business environment, threats and factors impacting the risk profile of the Company. The ERMC tracks and reports on the implementation of the risk mitigation plans to the RMC which in turn reports to the Board of Directors.

Necessary information on the reference to the Committee, meetings of the Risk Management Committee held during the year, and other related information are furnished in the Corporate Governance Report attached herewith and forms part of this Report.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

15.1 DIRECTORS:

The Company's Board comprises of accomplished professionals with proven competence and integrity, who bring in vast experience and expertise, strategic guidance and leadership qualities.

As on March 31, 2026, the Board comprised of five Non-Executive Independent Directors (including two Women Independent Directors), two Non-Executive Non-Independent Directors and one Executive Director.

As on date, Mr. Prakash Apte, Mr. Nakul Toshniwal, Ms. Bhawana Mishra, Mr. Vivek Bhatia and Ms. Shilpa Divekar Nirula are the Independent Directors on the Board. All the Independent Directors have given a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations as amended from time to time.

The Company's Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge and they hold highest standard of integrity. All Independent Directors of the Company have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Mr. Ashok Patel and Mr. Raghav Ramdev are Non-Executive, Non-Independent Directors, liable to retire by rotation. Mr. Tarak Patel serves as the Executive Director and holds the position of Managing Director of the Company.

As on date, none of the Director is disqualified under Section 164 of the Act. They are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority. All Directors have given a certificate to the Compliance Officer confirming adherence to the Code of Conduct & Ethics Policy of the Company for the financial year 2025-26.

Appointment/Re-appointment of Directors:

At the 62^nd Annual General Meeting of the Company held on August 1, 2025, the shareholders approved the re-appointment of Mr. Tarak Patel, Managing Director, for a period of five consecutive years effective May 1, 2025.

There was no new appointment on the Board of Directors.

Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Act, Mr. Raghav Ramdev, Director being longest in the office, is liable to retire by rotation at the ensuing 63^rd Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. On the recommendation of the Nomination & Remuneration Committee, the Board recommends his re-appointment for approval of the shareholders at the ensuing 63^rd Annual General Meeting.

15.2 KEY MANAGERIAL PERSONNEL ("KMP"):

During the year under review, Mr. Aseem Joshi, Chief Executive Officer and KMP of the Company, submitted his resignation effective September 26, 2025, to pursue new opportunities. Following his departure, Mr. Tarak Patel, Managing Director, assumed Mr. Joshi's responsibilities.

As on date of this report, the Company has following KMPs as per Section 2(51) and 203 of the Act:

15.3 DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, and in

relation to the audited financial statements of

the Company for the year ended March 31, 2026,

the Board of Directors hereby confirms that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently, and the Directors have 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 as at March 31, 2026, and of the profit of the Company for the year;

c. proper and sufficient care was taken 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;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15.4 MEETINGS OF THE BOARD:

Six (6) Meetings of the Board of Directors were held during the financial year ended March 31, 2026. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

15.5 AUDIT COMMITTEE:

The Audit Committee as on March 31, 2026, comprised of four members viz. Mr. Vivek Bhatia, (Chairperson), Mr. Prakash Apte, Mr. Nakul Toshniwal and Ms. Shilpa Divekar Nirula. All members of the Audit Committee are Independent Directors.

The details of meetings of the Committee held during the financial year under review along with attendance of members thereof, changes in the composition of the Audit Committee and role of the Audit Committee are provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

15.6 STAKEHOLDERS RELATIONSHIP COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE:

Pursuant to Section 178 of the Act, the Stakeholders Relationship Committee & Nomination and Remuneration Committee were constituted by the Board of Directors to deal with the matters as specified in the reference given to the respective committees.

The details of roles, powers and meetings of the Committees held during the financial year under review along with attendance of members thereof and status of grievances received from various stakeholders during the financial year are furnished in the Corporate Governance Report annexed to this Report.

15.7 NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board of Directors has adopted a Policy for the nomination, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel, aimed at ensuring an appropriate balance of skills, experience and merit across the leadership team.

overall industry perspective as well as issues being faced by the industry.

The Familiarization Programme for the Board and details of various familiarization programs conducted during the year ended March 31, 2026, are available on the Company's website at Familiarization-Programme_FY26.pd .

16. VIGIL MECHANISM:

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations.

The Company has formed an Ethics Committee to receive and investigate complaints received under the Whistle Blower Policy.

It gives a platform to:

• Report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints;

• Provide adequate safeguards against victimisation;

• Provide direct access to the highest levels of supervisors and/ or to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at: https://www.gmmpfaudler.com/ file/Whistle BlowerPolicy.pdf.

17. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company believes that all its employees have the right to be treated with dignity and is committed to providing a safe and conducive work environment.

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Committee ("IC") has been set up to redress complaints received regarding sexual

harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaint of sexual harassment was received.

The policy formulated by the Company for Prevention of Sexual Harassment is available on the website of the Company at: https:// www.gmmpfaudler.com/file/Anti-Sexual-Harrassment-Policy.pdf.

18. AUDITORS AND AUDITORS' REPORT:

18.1 STATUTORY AUDITORS:

S R B C & Co LLP (Firm Registration No. 324982E/ E300003) was appointed as the Statutory Auditors of the Company, for a term of five consecutive years, i.e. from the conclusion of 62^nd Annual General Meeting held on August 1, 2025, till the conclusion of 67^th Annual General Meeting to be held in year 2030.

The Auditors' Report for the financial year ended March 31, 2026, issued by S R B C & Co LLP does not contain any reservation, qualification or adverse remark. The notes on the financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

18.2 SECRETARIAL AUDITORS:

Rathi & Associates, Practicing Company Secretaries (Unique Identification Number P1988MH011900) were appointed as Secretarial Auditors of the Company for a term of five consecutive years, i.e. from the conclusion of 62^nd Annual General Meeting held on August 1, 2025, till the conclusion of 67^th Annual General Meeting to be held in year 2030. The Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the Act and Rules made there under, from Rathi and Associates, for the financial year 2025-26 is set out at 'Annexure D' forming a part of this Report and does not contain any reservation, qualification or adverse remark.

18.3 COST AUDITORS:

Pursuant to Section 148 of the Act read with the Companies (Cost Record and Audit) Rules, 2014, the Board of Directors on recommendation of Audit Committee appointed Dalwadi & Associates, Cost Accountants, Ahmedabad, as the Cost Auditors of the Company for the financial year 2025-26.

Further, the Board of Directors, on recommendation of the Audit Committee at their meeting held on May 21, 2026, have re-appointed Dalwadi & Associates, Cost Accountants, for conducting audit of the cost accounting records maintained by the Company in respect of its manufacturing activities for the financial year 2026-27.

As per the provisions of the Act, the remuneration payable to the Cost Auditor shall be ratified by the shareholders at a general meeting. Accordingly, a resolution relating to the same will be placed before the shareholders at the ensuing 63^rd Annual General Meeting.

18.4 INTERNAL AUDITORS:

The Board of Directors at their meeting held on February 6, 2025, had appointed KPMG Assurance and Consulting Services LLP as the Internal Auditors of the Company for the financial year 2025-26 and 2026-27.

KPMG conducted internal audit of the Company for the financial year 2025-26. Significant audit observations and corrective actions thereon were presented to the Audit Committee on a regular basis. No instances of fraud, suspected fraud, irregularity or failure of internal control systems of material nature were reported by the internal auditors during the year.

19. CREDIT RATING:

During the year under review, Crisil vide its report dated June 19, 2025, revised the outlook on the long-term banking facilities of the Company from Positive to stable and re-affirmed the ratings as below:

The above ratings are considered to have a high degree of safety regarding timely payment of financial obligation carrying the lowest credit risk.

20.7 PAYMENT OF REMUNERATION/ COMMISSION TO THE MANAGING DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANIES:

No remuneration/sitting fees was received by Mr. Tarak Patel, Managing Director, from subsidiary companies during the year under review.

20.8 INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 123 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the amounts of dividends remaining unclaimed for a period of seven years and shares thereon are required to be transferred to the Investor Education and Protection Fund ("IEPF"); details of which are available on the Company's website at https://www. gmmpfaudler.com/investors/shareholders-center/unclaimed-data.

During the year under review, the Company transferred C 3,36,897 on account of unclaimed/ unpaid dividend along with corresponding 2,035 equity shares of face value C2 each to the IEPF.

Details of the Nodal Officer appointed under the said provisions are:

Ms. Mittal Mehta, Company Secretary & Compliance Officer

Email: mittal.mehta@gmmpfaudler.com

20.9 DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961.

21. GENERAL:

The Board of Directors confirms that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2025-26:

1. The company has not issued shares with differential voting rights and sweat equity shares during the year under review.

2. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

3. Material or serious instances of fraud falling within the purview of Section 143(12) of the Act and Rules made there under.

4. Change in the nature of business of the Company.

5. Revision of financial statements of the Company, pertaining to the previous financial year.

6. Acceptance or renewal of any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

7. Application made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.