The Directors have pleasure in presenting their Fifty First Annual Report together with the audited statement of accounts of
the Company for the year ended 31st March, 2026.

Financial Results (Rs. in Crores)

REVIEW OF THE ECONOMY

Global economic conditions in 2025 reflected a combination
of steady growth dynamics across markets and further
geopolitical disruptions. At the start of the year, the global
economy was on a stable path supported by investment
activity, easing financial conditions and moderating inflation.
However, the outbreak of conflict in the Middle East in early
2026 disrupted this trajectory, primarily through its impact
on energy supply and inflation expectations. As a result, while
global economic growth continued, uncertainty increased with
intensified risks linked to commodity prices, trade flows and
financial conditions.

The global economy grew at around 3.4% in 2025 and is
projected to grow 3.1% in 2026, reflecting an expected
marginal moderation. Inflation is expected to increase from
4.1% in 2025 to 4.4% in 2026, mainly on account of higher

energy prices. In more adverse scenarios, global growth could
decline further to around 2.5%, with inflation rising to 5.4%,
highlighting the sensitivity of the economic outlook to ongoing
geopolitical developments.

The United States economy grew by 2.1% in 2025, supported
by strong consumption and investment activity and is
projected to grow at 2.3% in 2026. Inflation, which remained
elevated in 2025, is expected to ease gradually over 2026 and
2027 as monetary conditions remain restrictive.

The global macroeconomic environment during the year was
characterized by considerable uncertainty, with US trade
policy. The United States implemented a series of wide-
ranging tariff measures, across industrial goods, metals,
and select pharmaceutical categories. This resulted in the
highest average effective tariff rate since the mid-twentieth
century. These developments have had a cascading impact

on global trade flows, business confidence, and investment
activity. Several major economies responded with retaliatory
or defensive trade measures, further complicating cross
border commerce. The IMF and other multilateral agencies
revised their global growth projections downward, citing trade
fragmentation and policy uncertainty as key risks. In this
environment, corporates across sectors adopted a cautious
approach, prioritizing operational efficiency, supply chain
diversification, and market-specific risk mitigation over
aggressive expansion.

In the Eurozone, economic growth was 1.4% in 2025,
impacted by structural constraints and softer industrial
activity, particularly in Germany. The growth is projected to
moderate to around 1.1% in 2026 as the region continues to
face challenges from external uncertainties, such as energy
price volatility and trade-related headwinds. Japan’s economy
recorded modest growth of 1.2% in 2025 and is expected
to grow at 0.7% in 2026. Inflation is expected to remain
moderate, reflecting stable domestic conditions and gradual
normalisation in price levels.

China’s economy grew by 5% in 2025 and is projected to grow
at 4.4% in 2026. The moderation reflects external demand
challenges and trade-related developments, partly offset by
domestic policy support and investment activity. Inflation is
expected to remain stable, supported by controlled domestic
price pressures.

In context of these global developments, the Indian
economy continues to maintain strong growth momentum.
Expectations are for FY 2026 GDP to have grown by 7.6%,
supported by broad based expansion across industry sectors,
with private consumption increasing by 7% and accounting
for 61.5% of GDP. Investment activity increased with Gross
Fixed Capital Formation growing by 7.8%, driven by continued
public capital expenditure and a recovery in private sector
investments. Private consumption has been supported by
relatively controlled inflation, stable employment conditions
and improved purchasing power.

On the supply side, services remained the primary driver of
activity, with GVA growth at 9.1% during FY 2025-26, led
by financial services, real estate and professional services.
Manufacturing activity also showed improvement, supported
by policy initiatives such as the Production Linked Incentive
schemes and overall infrastructure development. India’s
external position remained stable, with foreign exchange
reserves at USD 701.4 billion, providing adequate import
cover. Inflation remained well contained, with headline CPI
averaging 2.1% in FY 2026, supporting consumption trends.
Despite the key risks of unpredictable geopolitics and
the associated commodity price volatility, India’s stable
macroeconomic fundamentals and supportive national policy
provide for a favourable near-term environment. Looking
ahead, India is expected to sustain its growth momentum
with GDP growth projected in the range of 6.8% to 7.2% in

FY 2026-27, underpinned by continued corporate investment,
infrastructure development and resilient consumer demand.

GRAPHITE INDIA

The Company’s operational performance for FY 2025-26 was
comparatively better compared to FY 2024-25. While revenue
from operations increased to Rs. 2,812 crore for FY 2025-26
as against Rs. 2,420 crore in the previous year, PBT decreased
to Rs. 354 crore (before exceptional item) as against Rs. 569
crore of previous year mainly due to lower investment income
of Rs. 120 crore as against Rs. 409 crore in the last year.
The performance of the Company continued to be impacted
by lower realisations, partly offset by lower costs and higher
sales volumes. Global markets continued to face challenges
arising from economic uncertainty, intense competition driven
by weak demand and lower capacity utilization. Geopolitical
conflicts further disrupted global trade flows, leading to
sustained softness in demand for graphite electrodes and
continued pressure on pricing.

The Company’s Graphite and Carbon Segment continues to
be the primary source of revenue and profit, accounting for
about 89% of the total revenue.

The Company’s graphite electrode capacity expansion plan of
25,000 metric ton is progressing well. First phase of which
of 13,000 metric ton is expected to be operational by fourth
quarter of FY 2026-27.

OVERSEAS SUBSIDIARIES

German graphite electrode production continued to remain
closed while restructured speciality and coating businesses
are in operation. Liquidation process of one step down
subsidiary, Bavaria Electrodes GmbH is on.

DIVIDEND

Dividend @ Rs. 7/- per share on 19,53,75,594 equity shares
of Rs. 2/- each for the financial year ended 31st March, 2026
has been recommended by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS

(i) Industry's structure and developments

A. Graphite and Carbon Segment^Graphite Electrodes

Graphite Electrode is used in electric arc furnace-based steel
mills for conducting current to melt scrap iron and steel
and is a consumable for the steel industry. The principal
manufacturers are based in USA, Europe, Middle East, India,
China, South-East Asia and Japan.

Graphite Electrode demand is primarily linked to the global
production of steel in electric arc furnaces which is one of the
three basic methods for steel production i.e. - [1] Bessimer
Oxygen Furnace (BOF); [2] Electric Arc Furnace (EAF); and
[3] Induction Steel Furnaces (ISF). According to the World
Steel Association ("WSA”), global (excluding China) EAF steel

production grew at a 2% to 3% compounded annual growth
rate from 2015 to 2024, the most recent year for which
WSA has published such figures. This compares to a 1%
compounded annual growth rate for overall global (excluding
China) steel production during this same period. As a result,
the EAF method of steelmaking accounted for 51% of the
global (excluding China) steel production in 2024, compared
to 44% in 2015, with increasing share of growth in nearly
every region.

EAF steelmaking is more energy efficient and is beneficial in
terms of its low carbon footprint, compared to steel produced
through the BOF steelmaking model. According to the
Steel Manufacturers Association (“SMA”), EAF steelmaking
produces 75% fewer carbon dioxide emissions compared to
BOF steelmaking. Further, SMA notes that the EAF process is
a sustainable model for recycling scrap-based raw materials
into new steel, which is 100% (and infinitely) recyclable at
the end of its useful life. In addition to these advantages, EAF
steel producers benefit from their flexibility in sourcing iron
units, being able to make steel from either scrap or alternative
sources of iron, such as Direct Reduced Iron (DRI) and Hot
Briquetted Iron (HBI), both made directly from iron ore. China’s
transition toward EAF based steelmaking has progressed
slower than initially targeted. With EAF at 10% through 2025
compared to the stated 15% goal, policy direction continues to
favour higher scrap-based steel production over the medium
term.

Reflecting on these positives and other strategic advantages,
EAF based steel production is expected to grow at a
faster rate than BOF steel production. Based on industry
announcements on proposed additional EAF steel capacities,
this could result in global (excluding China) EAF production
capacity increasing at approximately 3% to 4% compounded
annual growth rate through 2030. This should translate into
similar increase in demand for UHP graphite electrodes over
the same period to support EAF capacity expansion, besides
further potential graphite electrode demand from production
increases at existing EAF steel plants to support overall
expected growth in steel demand.

Captive Power

The Company operates a 18.9 MW wind power plant at
Nandurbar and a 8.8 MWp Solar Power plant at Bhoom,
Maharashtra. Around 80% of total energy consumption of
graphite electrode plant at Nashik is met through renewable
energy. This shift has substantially reduced Nashik plant’s
power costs and contributed to a noteworthy reduction in
overall carbon emissions.

Calcined Petroleum Coke and Paste

Graphite India’s Coke plant in Barauni, Bihar, specializes
in the manufacture of Calcined Petroleum Coke (CPC),
Carbon Paste and Electrically Calcined Anthracite Paste.
This facility represents one of the Company's key backward
integration initiatives. The plant manufactures two grades of

CPC - aluminium and graphite. CPC plays a crucial role in
various industries, including the manufacturing of anodes for
aluminium smelters, graphite electrodes and as a carburiser
in steel production. Additionally, the division manufactures
four grades of Paste, i.e. Electrode Paste based on either CPC
or Electrically Calcined Anthracite Coal (ECAC) and Tamping
Paste derived from either CPC or ECAC. Electrode Paste is
primarily utilised in Ferro Alloy Smelters while Tamping Paste
serves as a lining material in submerged arc furnaces.

Despite prevailing challenging market conditions, the division
has maintained satisfactory performance. However, with
increasing competitive intensity, the division expects market
Ýconditions to remain challenging in the near term.

Impervious Graphite Equipment (IGE)

IGE Division is in the business of design, manufacture and
supply of Impervious Graphite Heat and Mass Transfer
Equipment and Turnkey systems. It has an integrated facility
for process/product design, manufacturing, inspection and
providing supervision during erection and commissioning
activities.

Impregnated graphite is an ideal material of construction
for corrosive applications in sectors like Chloro-Alkali, Crop
protection agrochemicals, Chlorinated Organic, Speciality
& fine Chemicals, Phosphoric Acid, Fertilizers, Rayon, Steel
Pickling, Metal Processing, Polymers, Drug Intermediates,
Batteries & Gelatine etc.

The Company has built the product line into a reliable
brand with a reputation for prompt service, good quality and
consistent performance by investing in strengthening its core
competencies. This division is capable of meeting any country
specific design standard and has obtained many certifications
relevant to the product profile. In FY 2025-26, the division’s
sales performance was not upto the targeted level due to delay
in major projects at customer’s end, uncertain geopolitical
environment and steep competition from local competitors.
Despite that, the performance of the division was quite
satisfactory.

The manufacturing facility at Gonde is now fully operational.
As planned, the Company was able to carry out end-to-end
manufacturing of graphite equipments at Gonde during FY
Ý2025-26 and would continue in the coming years.

B. Steel

Powmex Steels Division (PSD) is engaged in the business of
manufacturing high speed steel and alloy steel having its
plant at Titilagarh in the State of Odisha. PSD is the single
largest manufacturer of High-Speed Steel (HSS) in the
country. HSS is used in the manufacture of cutting tools such
as drills, taps, milling cutters, reamers, hobs and broaches.
HSS cutting tools are essentially used in - (a) automotive; (b)
machine tools; (c) aviation; and (d) retail market. The industry
is characterized by a single good quality manufacturer of
HSS i.e. PSD which faces competition from small domestic

producers and cheap imports from overseas manufacturers.
The performance of the division has been better during FY
2025-26 as compared with previous year inspite of scarcity
in raw material availability due to restrictions on Export of
Tungsten from China. PSD has almost 100% penetration in
all major domestic OEMs either directly or indirectly. The
division has expanded its export basket to new countries like
South Korea and Argentina.

C. Other SegmentsGlass Reinforced Plastic Pipes (GRP)

GRP Division which was engaged in manufacturing of large
diameter Glass Fibre Reinforced Plastic Pipes was performing
poorly in recent years. Therefore, it was decided by the
Company to close the operations of the said manufacturing
facility and dispose-off the machineries, the process of which
is expected to be completed by June, 2026. Presently, part of
the plant facility is being used for manufacture of Graphite
equipments by IGE Division.

18 MW Hydel Power

The Company has an installed capacity of 18 MW of power
generation through the Hydel route in Chunchanakatte
(CCKT), near Mysuru. An additional capacity of 5 MW was
installed during FY 2025-26. In addition, steps for installations
of Solar power plant of 5 MWp was also undertaken, out of
which 4.5 MWp was commissioned in November, 2024 and
remaining 0.5 MWp is expected to be commissioned in the
first quarter of FY 2026-27. The power generated through
these units is being sold to third parties.

Diversification into Synthetic Graphite Anode Material
(SGAM) & Others Project

The Company has recently planned for diversification into
manufacturing of Synthetic Graphite Anode Material (SGAM).
SGAM is used in Lithium-ion Battery Cells and is a critical
part of EV ecosystem. Diversification into this new product
would generate new revenue stream.

(ii) Opportunities and threats

According to the World Steel Association, global crude steel
production in 2025 declined by 2% compared to 2024 and
to a level of 1,803.8 million tonnes (MT). Production trends
varied across regions during the year, influenced by slower
industrial activity, uneven recovery in developed economies
and continued weakness in China’s property sector. In
March 2026, global crude steel production declined by 4.2%
compared to the prior year to 159.9 MT, indicating that global
steel markets continue to remain impacted by demand side
challenges and geopolitical uncertainties. China retained
its position as the leading steel producer globally, although
production volumes remained under pressure due to weaker
real estate demand and slower manufacturing activity.

Global steel demand is forecast to grow 0.3% in 2026, followed
by an improvement of 2.2% in 2027. This recovery is expected

to be supported by a gradually improving demand environment
in developed economies and continued growth across
developing markets, particularly India. Demand conditions
in major developed economies, including the European
Union, the United States, Japan and Korea, are expected to
improve in 2027 after a prolonged period of weaker growth.
However, ongoing geopolitical tensions in the Middle East and
uncertainties in global trade continue to remain important
risk factors for the industry.

India has retained its position as the world’s second largest
crude steel producer during FY 2025-26. Crude steel
production increased to 168.4 MT, a growth of 10.7% over
the previous year, while finished steel production increased
to 160.9 MT, reflecting a growth of 9.7%. Consumption of
finished steel reached 163.7 MT, a growth of 7.6%, supported
by strong demand from the infrastructure, construction,
railways and manufacturing sectors. India also regained its
position as a net exporter of finished steel during FY 2025-26,
with exports increasing by 35.9% while imports declined by
31.7% over the previous year.

For FY 2026-27, domestic steel demand in India is expected to
grow by 9% to 10%, supported by continued government focus
on infrastructure development and higher capital expenditure
on roads, railways, housing and industrial projects. India
continues to benefit from the availability of lower cost
labour, significant iron ore reserves and expanding steel
manufacturing capacity, which is expected to reach around
300 MT by 2030. Government initiatives aimed at improving
domestic manufacturing and reducing import dependence are
also expected to support long term industry growth.

The immediate opportunities for India’s steel sector
include:

(a) Continued investments by both public and private
sectors in steel intensive infrastructure projects,
including roads, railways, urban infrastructure, ports
and housing;

(b) Ongoing implementation of the Production Linked
Incentive (PLI) scheme for specialty steel, which is
expected to encourage investments, improve domestic
manufacturing capabilities and support the development
of value added steel products;

(c) Increasing focus on green steel and decarbonisation
initiatives, creating opportunities for low-carbon steel
production, renewable energy-linked projects and
sustainable infrastructure development;

(d) Growth in exports with improved competitiveness of
Indian steel products and diversification into markets
across Europe, Southeast Asia and the Middle East;

(e) Expansion of domestic steel production capacity
and technology upgrades by major steel producers,
supporting long term industry growth and improved
product quality.

The Indian steel sector continues to face certain
challenges in the near term, including:

(a) Pressure from excess global steel supply and elevated
exports from China, which reached around 118 MT
in 2025, impacting global steel prices and competitive
intensity;

(b) Volatility in raw material costs, particularly coking coal
prices, along with fluctuations in global steel prices,
which may affect profitability and capital planning;

(c) Geopolitical developments, especially in the Middle East,
and ongoing global trade uncertainties, which continue
to impact energy costs, logistics and supply chains;

(d) Rising restrictive trade policies, trade barriers and
carbon-related regulations in certain regions, which
could affect export competitiveness for steel producers;

(e) Continued pressure on margins arising from fluctuations
in freight costs, energy prices and supply disruptions
affecting industrial fuel availability.

Overall, while the Indian steel industry remains well
positioned for long term growth, supported by infrastructure
development, policy initiatives and increasing domestic
demand, it will continue to operate in an environment
influenced by global pricing pressures, geopolitical
uncertainties and evolving trade dynamics. The focus within
the steel sector on capacity expansion, technology upgrades
and sustainable production practices is expected to drive its
long term competitiveness.

Graphite India is one of the leading producers of graphite
electrodes globally by capacity. The Company has over six
decades of technical expertise in the graphite electrode
industry and manufactures a full range of graphite electrodes,
with a focus on large diameter and ultra-high power (UHP)
electrodes preferred by major steel manufacturers. With the
increasing adoption of Electric Arc Furnace (EAF) based
steelmaking and continued growth in steel production,
Graphite India remains well positioned to cater to demand
from both domestic and international steel manufacturers
despite competitive pressures across global markets.

(iii) Segment-wise Performance
Revenue of the Company

The revenue from operations amounted to Rs. 2,812 crore as
against Rs. 2,420 crore in the previous year.

Aggregate Export Revenue of all divisions together was
Rs. 1,139 crore as against Rs. 791 crore in the previous year.

Graphite and Carbon Segment

The performance of the segment was better in FY 2025-26
as compared to FY 2024-25. This was attributable to higher
volume of production and sales and lower costs partly offset
by lower realisation.

Production of Graphite Electrodes and Other Miscellaneous

Carbon and Graphite Products during the year under review
was 92,889 MT as against 85,225 MT in the previous year.
Production of Calcined Petroleum Coke during the year was
46,362 MT as against 50,788 MT in the previous year.

Production of Carbon Paste during the year was 2,044 MT
against 1,755 MT in the previous year.

Production of Impervious Graphite Equipment (IGE) and
spares during the year was 2,097 MT as against 1,495 MT in
the previous year.

The segment revenue was higher at Rs. 2,508 crore from Rs.
2,166 crore in the previous year. Segment recorded profit of
Rs. 213 crore in FY 2025-26 compared to profit of Rs. 178
crore in FY 2024-25 due to higher volume and lower costs
despite lower realisations.

Steel Segment

Production of HSS and Alloy Steels was 3,193 MT during the
year as against 3,004 MT in the previous year.

Other Segments

GRP division produced 984 MT pipes as against 978 MT in the
previous year.

Power generated from Hydel Power plant at CCKT of 18 MW
capacity amounted to 59.83 million units during the year as
against 59.70 million units in the previous year. 85.12 million
units were sold during the year as against 38.39 million units
in 2024-25. During the year, generation from newly installed
4.5 MWp Solar at CCKT was 6.10 million units which was
fully sold.

(iv) Outlook

India continues to reinforce its position in the global steel
industry, supported by sustained domestic demand along
with policy led growth initiatives. Steel demand in India
is estimated to grow by around 9% to 10% in FY 2026-27
and remain on a positive trajectory going into FY 2027-28.
This growth is primarily driven by increased Government
capital expenditure, ongoing infrastructure development and
expansion across other key steel consuming sectors such
as construction, railways, automobiles and manufacturing.
The Government’s national policy focus on infrastructure
initiatives and general urbanisation is expected to support the
underlying demand for steel across the country.

The Indian steel industry continued its expansion during
FY 2025-26, with strong domestic consumption and India
becoming a net exporter of steel for the first time in two years.
Finished steel consumption reached approximately 163.7 MT,
reflecting a growth of 7.6% over the previous year. Finished
steel production increased to 160.9 MT, a growth of 9.7%,
while crude steel production rose to 168.4 MT, a growth of
10.7% over the previous year. These trends of steady growth
across both steel production and consumption reflect the
overall medium term industry dynamics.

India’s steel production capacity continues to expand, with
total installed capacity reaching around 220 MT in FY 2025¬
26 and expected to increase further towards the 300 MT
target by FY 2030-31. Investments by both public and private
sector companies continue to drive capacity expansion and
modernisation of existing production facilities. Policy initiatives
such as the Production Linked Incentive (PLI) scheme for
specialty steel are expected to encourage investment, improve
product quality and support the development of value-added
steel products.

From a global perspective, steel demand contracted by 1.9%
in 2025 and is expected to grow by only 0.3% in 2026. This
is likely to be followed by a period of recovery, with growth of
2.2% in 2027 as demand improves in developing economies
and developed markets gradually stabilise. Global steel
demand remains sensitive to geopolitical developments, such
as the ongoing conflict in the Middle East, which may continue
to affect energy prices and supply chains.

China’s steel demand continues to remain under pressure
due to weakness in the real estate sector and slower industrial
activity. Demand is expected to contract at a slower pace of
around 1.5% in 2026 and is expected to stabilise in 2027.
China continues to significantly influence global steel
production and trade patterns, with high export volumes
impacting global prices and regional competitive dynamics.
Structural industry challenges such as overcapacity, price
volatility and trade related measures continue to impact the
steel industry. Increased exports from China, estimated at
around 118 MT in 2025, have added considerable pressure
on global steel prices and trade flows. Fluctuations in raw
material costs, particularly coking coal, along with energy
price volatility and supply disruptions, continue to impact
margins for steel producers across regions.

The broader global trade environment, shaped significantly
by US tariff measures during the year, has added to the
uncertainty facing the steel and graphite electrode industries.
Rising trade barriers and retaliatory measures across major
economies have affected cross-border commerce and business
confidence, with implications for demand, pricing and supply
chain decisions across the sector.

The adoption of green steel technologies and low-carbon
production processes is gaining importance across the global
steel industry. In India, demand for green steel is expected to
increase gradually, reaching around 4.49 MT by FY 2029-30,
with further growth expected over the long term. This shift
is supported by policy initiatives, increasing environmental
awareness and investments in clean energy solutions. The
transition towards sustainable steel production is expected to
play an important role in shaping the future of the industry.
The European Union's Carbon Border Adjustment Mechanism
(CBAM), which entered its definitive phase in January 2026,
further reinforces this imperative. CBAM directly links carbon
intensity of production to the cost of accessing the EU market,

making decarbonisation a competitive necessity for steel
exporters.

The outlook for India’s steel sector remains positive, supported
by strong domestic demand, particularly with infrastructure
investment and national policy support. While global
challenges such as geopolitical tensions, price volatility and
trade uncertainties persist, India’s steel industry is expected
to maintain its growth momentum. With continued capacity
expansion, focus on value added products and increasing
adoption of sustainable practices, the steel sector is well
positioned for the years ahead.

(v) Risks and Concerns

Global steel markets continue to remain vulnerable to trade-
related restrictions, safeguard duties, anti-dumping measures
and rapidly evolving carbon-related regulations across
regions. Increased steel exports from China have continued
to influence global steel prices and competitive intensity in
international markets. In addition, geopolitical tensions in the
Middle East and ongoing global trade uncertainties continue
to impact logistics costs, energy prices and supply chain
stability. Such developments may affect export opportunities,
raw material availability and overall market conditions for
steel and graphite electrode manufacturers.

The Company’s business is closely linked to the global steel
industry, particularly the EAF based steelmaking segment,
which continues to remain cyclical. While global steel demand
is expected to improve gradually over the medium term,
demand conditions across key steel consuming sectors such as
construction, infrastructure, automotive and manufacturing
remain influenced by interest rates, industrial activity and
broader macroeconomic conditions. Any slowdown in these
sectors could impact steel production levels and consequently
affect demand for graphite electrodes.

Graphite electrode pricing is dependent on the demand and
supply dynamics within the steel industry and movements
in raw material prices. Availability and pricing of petroleum
needle coke, a key raw material used in graphite electrode
manufacturing, continue to remain important factors affecting
the industry. Any prolonged supply disruptions, production
constraints or fluctuations in global crude oil and petroleum-
linked markets may impact raw material availability and
pricing, thereby affecting production costs and operating
margins.

In addition to needle coke, the Company remains exposed to
fluctuations in the prices of other important raw materials such
as raw petroleum coke and coal tar pitch. Volatility in coking
coal prices, energy prices and freight costs has continued to
affect the global steel value chain during FY 2025-26. Supply
disruptions arising from geopolitical developments and
logistical constraints may further impact procurement costs
and supply timelines. Since graphite electrode manufacturing
is power intensive in nature, any increase in power tariffs
or energy costs may also affect overall cost structures and
profitability.

Global manufacturing activity and housing construction
across several economies continued to remain affected by
elevated interest rates and an uneven economic recovery.
China’s steel demand is expected to remain under pressure
in the near term due to continued weakness in the real estate
sector and softer industrial activity, although conditions are
expected to stabilise gradually over time. Continued weakness
in construction and manufacturing activity across certain
regions may impact steel consumption and EAF based steel
production, thereby affecting graphite electrode demand in
international markets.

The United States has initiated antidumping and
countervailing duty investigations against imports of Large
Diameter Graphite Electrodes from India and China, adding
a layer of trade uncertainty to the global graphite electrode
market. The outcome of these investigations, which are
currently in progress, could affect the terms of access to the
US market for Indian producers. Brazil has also initiated
similar antidumping investigations. The Company is closely
monitoring these developments and is actively engaged in
both the processes. In parallel, the Company continues to
strengthen its presence across other key export markets,
including Europe, the Middle East and Southeast Asia, to
maintain the resilience of its overall export business.

The Company also remains exposed to foreign currency
fluctuations due to its balanced exposure to exports and
imports across multiple geographies. While the Company
benefits from a natural hedge arising from diversified currency
exposure, volatility in currency markets may continue to
affect realisations, procurement costs and profitability. In
addition, the graphite electrode industry continues to remain
highly competitive, with competition based on pricing,
product quality, operational performance, delivery reliability
and customer relationships. Maintaining competitiveness in
such a market environment remains important for sustaining
market position and profitability.

(vi) Internal control systems and their adequacy

The Company has proper and adequate systems of internal
controls. Internal audit is conducted by outside auditing
firms. The Internal audit reports are reviewed by the top
management and the Audit Committee and timely remedial
measures are enabled. IT Security Policy is in place to ensure
that the risks associated with non-compliance of information
gathering, processing, security (against cyber crimes) and
preservation are assessed and adequately and ably managed.
The purpose and objective of the policy is to address the risks
by defining, developing and implementing adequate controls
through proper categorization. An internal committee reviews
the adherence and suggests any changes are required.
Independent systems audit is performed by TUV Nord, India.
Third party product inspections are performed by agencies
like SGS and BV India.

(vii) Discussion on financial performance with respect to
operational performance

Revenue from Operations recorded Rs. 2,812 crore as against
Rs. 2,420 crore in the previous year.

Profit after tax was Rs. 264 crore as against Rs. 452 crore in
the previous year. Profit before tax was lower at Rs. 354 crore
(before exceptional item) as compared to Rs. 569 crore in the
previous year.

Borrowing at Rs. 254 crore was higher than Rs. 85 crore as
compared to previous year and the Finance Cost increased to
Rs. 21 crore from Rs. 6 crore in the previous year.

Capital expenditure during the year amounted to Rs. 250
crore as against Rs. 166 crore in the previous year.

ICRA has reaffirmed the long term rating at [ICRA] ‘AA ’
(pronounced ICRA double A plus) with stable outlook. The
short-term debt programme rating has been reaffirmed
at [ICRA] 'A1 ' (pronounced ICRA A one plus). This rating
indicates highest-credit-quality. The retention of these ratings
reflects comfortable financial risk profile characterized by low
gearing, strong coverage indicators and the financial flexibility
emanating from large liquid investment portfolio.

Details of contingent liabilities are given in Note 34 to the
Financial Statements.

(viii) Material developments in Human Resources /
Industrial Relations front, including number of
people employed

The Company’s HR policies and practices continue to focus on
contemporary as well as pragmatic people centric initiatives.
New policies are being formulated vis-a-vis Environmental
Social Governance (ESG) and Business Responsibility &
Sustainability Report (BRSR). Integrated Management
System (Quality Management System- 9000, Environment
Management System- 14,000, Occupational Health & Safety-
45,000, Energy Management System - 50,000 and Social
Accountability- 8000) are being implemented.

While designing these policies, special attention is given
to Company’s vision as well as changing needs. Optimal
utilisation of people and periodic review of the organogram is
addressed continuously.

The HR function has actively participated in formulation
of ESG, BRSR and IMS policy of the Company and an HR
person from each of the plant / location is being trained
on ECOVADIS, a platform where all ESG and IMS related
processes are being uploaded / maintained.

Training and development programs are specifically targeted
to address Company’s progressive needs with focus on
behavioral part of the training. Formulation of unit-wise
training, calendar basis training need identified, are being
held by in-house resources, mainly on the technical part.
Safety plays a major role in the success of any organization
and the Company recognizes the same. Hence, emphasis has

been given to adopting and maintaining best safety practices
across the units and periodic audit of the same.

Multiskilling and multitasking of employees are achieved
through suitably designed training modules as well as rotation
through different job roles. This ensures a mix of learning,
innovation and excellence leading to continual improvements.

Company considers its employees as an intelligent and
responsible resource for effectively and optimally managing
other material resources like money, machines and materials.
Hence, productive and effective engagement of all resources
at various levels is critical to achieve Company’s objectives
of cost optimisation, profitability as well as business growth.
This is critical in ensuring the interests of all stakeholders.
Specific initiatives are being taken to develop successors to
key roles. Emphasis is given to improve the fundamental
understanding of leadership competencies of Team Building,
Lateral Thinking, Influencing Outcomes and Problem Solving.
Engagement with local bodies, union leaderships and the local
communities are done on a periodic basis in order to maintain
seamless and smooth functioning of the Units.

The total number of permanent employees in the Company is
1,672 as on 31st March, 2026.

The employee relations continue to be cordial and harmonious
at all the locations of the Company.

(ix) Occupational Health and Safety

Internal Safety Audits are conducted at regular intervals at
plants. Audit observations relating to unsafe acts, practices,
conditions are discussed in "Corrective and Preventive Action”
meetings. Protection and safety of our personnel and assets
are our top priority. We believe in in-depth investigation of
unfortunate accidents, if any, so that root causes are identified
and corrective and preventive measures are undertaken.
Consultation and participation of workers and statutory
bodies are encouraged.

Health, Safety, Environment and Quality policies are in place
and are audited by external agencies. Safety Audit once in two
years, as specified, is carried out by External Safety Auditors.
Every year health check-up of all employees is being carried
out by competent medical professionals.

Environmental, Social and Governance (ESG)

ESG performance is fundamental to a company’s ability to
generate sustainable long-term value. It highlights both
potential risks and opportunities that can influence business
resilience and growth. Environmental factors address
challenges such as climate change and the efficient use of
natural resources. Social aspects focus on people-related
issues, including workforce practices, diversity and inclusion,
health and safety, community engagement, and responsible
supply chain management. Governance elements relate to the

effectiveness of the board, adherence to ethical standards,
transparency, and the quality of disclosures.

The Company has been implementing the principles of ESG
over two years and have made significant progress in the
journey of excellence while creating value through ESG.

Some of the highlights of our ESG related performance for
the FY 2025-26 are:

(a) Increase in renewable energy consumption by 22% with
respect to that of previous FY 2024-25;

(b) Reduction in energy intensity by 6% with respect to that
of previous FY 2024-25;

(c) Reduction in GHG emissions (Scope 1 and 2) by 11.5%
with respect to that of previous FY 2024-25;

(d) Reduction in water consumption intensity by 2.5% with
respect to that of previous year FY 2024-25;

(e) Received ‘B’ rating from CDP for 2025, reflecting
a strong level of environmental management and
indicating that the Company is actively identifying and
addressing climate-related risks and opportunities,
while implementing structured measures to improve its
environmental performance;

(f) EcoVadis has emerged as a widely used supplier ESG
assessment platform and some of the customers are
requesting us for EcoVadis score. We participated in
EcoVadis assessment during the year and achieved an
EcoVadis percentile score of 61 against our previous
score of 57;

(g) Disclosed our ESG Report with stakeholders (through
our website) and will continue to do so every year;

(h) Obtained Integrated Management Certification (IMS)
integrating ISO 9001:2015, ISO 14001:2015, ISO
45001:2018 and ISO 50001:2018 for all locations;

(i) Obtained Social accountability certification as per SA
8000 for Durgapur plant;

(j) Achieved NABL (National Accreditation Board for Testing
and Calibration Laboratories) certification for laboratory
at Durgapur plant;

(k) Renewable power usage started in Ambad and Gonde
plants from January, 2026.

Plan for the year 2026-27 includes the following, among
others:

(a) Obtain further reductions in Energy consumption, GHG
emissions and Water consumption;

(b) Further improve EcoVadis score;

(c) Improve our gender diversity;

(d) Set near term goals for achieving Net Zero;

(e) Set Science Based Targets for GHG emissions reduction.

(x) Significant changes (i. e. change of 25% or
more as compared to the immediately previous
financial year) in key financial ratios, along with
explanations are as under:

Explanations:- The Company’s profit has declined due to lower
Mark-to-Market ga.in on investments. Borrowing for working capital
also increased during the year.

Transa.ction of the Company with any person or entity
belonging to the promoter/promoter group which hold(s)
10% or more shareholding in the listed entity is given
below:-

Emerald Company Private Limited (ECPL) (An entity of the
promoter Group holding 61.33% of the share capital).

Research and Development

The Company remains firmly focussed towards continual
improvement, technological advancement and development
of import substitute materials through robust in-house R&D
initiatives. Sustained efforts have enabled the Company to
establish itself as a leading manufacturer of high-quality,
cost-competitive Graphite Electrodes, Carbon specialities and
Carbon composites.

During the year, significant progress was made in the
development of Isostatic Graphite. The Company is currently
in the validation stage for ultrafine Isostatic Graphite with
10-micron particle size. Other developed Isostatic grades have
already demonstrated suitability for demanding applications,
including space and defence sectors, highlighting the
Company’s growing technological capabilities in advanced
materials.

The Company has also developed cost-effective applications
of Graphite Specialities for use in energy storage systems,
thereby expanding its product utility in emerging and
sustainable energy-related applications. In addition, a new
product line of Carbon Bricks has been successfully developed
for applications in the chemical industry, further diversifying
the Company’s speciality carbon portfolio.

In the Carbon Composites segment, the Company continues
to make notable advancements in aerospace and defence
applications. Development of Carbon-Carbon (CC) Brake Discs
for the SARAS aircraft is currently in progress in collaboration
with Aeronautical Systems Laboratory and Defence Research
and Development Organisation (DRDO). Further, development
activities for CC Brake Discs for the LCA MK-2 aircraft have
been initiated.

The Company has also successfully completed the development
of CC Brake Discs with MARK-IV SOP for LCA MK-1 aircraft,
and these brake discs are presently undergoing aircraft trials.
Continuous process and product development initiatives
are being undertaken to further enhance the performance
characteristics of Carbon-Carbon Brake Discs (CCBD), with
focus areas including improved durability, superior thermal
resistance, and enhanced operational reliability for fighter
aircraft applications.

Strengthening its strategic presence in defence technologies,
the Company has acquired technology from DRDO for
manufacturing Carbon-Silicon Carbide (CSiC) components
intended for defence applications. This technology acquisition
significantly enhances the Company’s capabilities in high-
performance and strategic material segments.

Additionally, the Company is working closely with Vikram
Sarabhai Space Centre, Thiruvananthapuram, under
Indian Space Research Organisation, for the development
of aerospace application components, further reinforcing its
contribution to India’s space and aerospace ecosystem.

Subsidiary Companies

Carbon Finance Limited is a wholly owned Indian subsidiary.
Graphite International B.V. (GIBV) in The Netherlands is a
wholly owned overseas subsidiary Company which is the
holding company of four step down subsidiaries in Germany
(viz) Graphite Cova GmbH, Bavaria Electrodes GmbH-in-
liquidation, Bavaria Carbon Specialities GmbH, Bavaria
Carbon Holdings GmbH and one step down subsidiary in USA
(viz) General Graphene Corporation.

The Group had decided in FY 2022-23 to shut down its German
graphite electrode production while restructuring speciality
and coating operations as they were not so energy intensive
and initiated liquidation of one step down subsidiary, Bavaria
Electrodes GmbH-in liquidation, with effect from 1st October,
2022 which is ongoing.

The overseas subsidiaries recorded a turnover of Euro 10.55
million (Mn) as compared to Euro 15.06 Mn in the previous
year. During the year, the loss of Euro 6.06 Mn was higher
against loss of Euro 5.16 Mn in the previous year.

The Company, by way of royalty, earned Rs. 0.18 crore during
the year, as against Rs. 0.12 crore in the previous year, from
overseas subsidiary.

GIBV has made investment in General Graphene Corporation
(GGC) of USD 22.60 Mn as on 31st March, 2026 which
constitute 60.25% of capital.

Associate Company

The Company in October, 2023 had invested in compulsory
convertible preference shares of Godi India Private Limited
(GIPL). It has in GIPL further invested in a Rights issue
raising its shareholding to 45.76%. GIPL is in development
stage & has not yet commenced commercial operations of
any product. Details of investment are given in Note 48 to the
Financial Statements.

Other Information

No Company has ceased to be a subsidiary of the Company
during the year.

Statement containing salient features of the financial
statements of subsidiaries is enclosed - Annexure 1

The Consolidated Financial Statements of the Company along
with those of its subsidiaries prepared as per IndAS 110 forms
a part of this Annual Report.

Information pursuant to Section 134 of the Companies Act,
2013

a. Pursuant to Section 92(3) read with Section 134(3)

(a) of the Act, the Annual Return as on 31st March
2026 is available on the Company’s website on www.
graphiteindia.com.

b. Five meetings of the Board of Directors of the Company
were held during the year on 14th May 2025, 1st August
2025, 10th November 2025, 28th January 2026 and 9th
February, 2026.

c. All the Independent Directors of the company have
furnished declarations that they satisfy the requirement
of Section 149 (6) of the Companies Act, 2013.

d. Relevant extracts of the Company’s policy on directors
appointment and remuneration including criteria
for determining qualifications, positive attributes,
independence of a director and other matters provided
in section 178(3) of Companies Act, 2013 is enclosed -
Annexure 2

e. There is no qualification, reservation or adverse remark
or disclaimer made by the statutory auditor in his audit
report and by Company Secretary in practice in the
secretarial audit report and hence no explanations or
comments by the Board are required. No fraud has been
reported by Statutory Auditors.

f. Particulars of loans, guarantees or investments under
Section 186 of Companies Act, 2013 is enclosed -
Annexure 3

g. Particulars of contracts or arrangements with related
parties referred to in Section 188(1) of Companies Act,
2013 is enclosed - Annexure 4

h. Details of conservation of energy, technology absorption,
foreign exchange earnings and outgo as prescribed
vide Rule 8(3) of Companies (Accounts) Rules 2014 is
enclosed - Annexure 5

i. Risk management policy has been developed and
implemented. The Board is kept informed of the risk
mitigation measures being taken through half yearly
risk mitigation reports / Quarterly Operations Report.
There are no current risks which threaten the existence
of the Company.

j. Corporate Social Responsibility (CSR)

As part of its CSR activities, the Company has initiated
several projects (as permitted by the CSR provisions)
aimed at promoting education, employment enhancing
vocational/employability skills, livelihood enhancement
projects, healthcare initiatives, rural development
projects, sports training etc. as detailed in the CSR
annual report for the year ended 31st March, 2026
which forms part of this report - Annexure 6. The CSR
policy has been displayed on Company website www.
graphiteindia.com and can be viewed under the head
CSR.

k. Formal annual evaluation has been made by the Board
of its own performance and that of its Committees and
individual directors on the basis of a set of criterias by
the Nomination and Remuneration Committee / Board.

l. The Company has adopted a Vigil Mechanism which
has been posted on the Company’s website www.
graphiteindia.com and can be viewed under the head
Corporate Governance.

m. The Company does not accept deposits from public.

n. There were no significant and/or material orders passed
by the regulators or courts or tribunals impacting the
going concern status and company's operations in
future.

Disclosures pursuant to Section 197(12) of Companies
Act, 2013 read with Rule 5(1), Rule 5(2) and Rule 5(3) of
Companies (Appointment & Remuneration of Managerial
Personnel) Rules 2014 are contained in Annexures 7
and 8.

o. Dividend Distribution Policy has been posted on the
Company’s website www.graphiteindia.com and can be
viewed under the head Corporate Governance.

P. There was no application made or proceeding pending
against the Company under the Insolvency and
Bankruptcy Code during the year under review.
q. During the year under review the Company has complied
with the provisions of Maternity Benefit Act, 1961.

DIRECTORS

Mr. Gaurav Swarup (DIN: 00374298) ceased to be an
Independent Director of the Company on completion of his
second consecutive five-year term from close of business
hours on 10th August, 2025. Mr. Debanjan Mandal resigned
as Independent Director of the Company with effect from 22nd
May, 2026 due to extensive travel and professional and other
commitments and for no other reason. The Board placed on

record its appreciation for valuable contribution and guidance
by them during their tenure as an Independent Director of the
Company.

Mrs. Sudha Krishnan (DIN: 02885630) was appointed
as an Independent Director of the Company, not liable
to retire by rotation for a term of 5 (five) consecutive years
from 1st December, 2021 upto 30th November, 2026. On
the recommendation of the Nomination & Remuneration
Committee and the Board of Directors, the proposal for re¬
appointment of Mrs. Sudha Krishnan as an Independent
Director of the Company for a second term of 5 (five)
consecutive years commencing from 1st December, 2026 to
30th November, 2031 (both days inclusive), is being included
in the Notice convening the ensuing 51st AGM for approval
of the shareholders. The Board is of the opinion that Mrs.
Sudha Krishnan is a person of integrity and independent of
the management and possesses appropriate skills, experience
and knowledge.

Mr. K. K. Bangur (DIN: 00029427) retires by rotation in the
forthcoming AGM and being eligible offers himself for re¬
appointment.

No director is related inter-se to any other director of the
Company.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies
Act, 2013, Mr. Ashutosh Dixit, Executive Director, Mr.
Mahendra Kumar Chhajer, Chief Financial Officer and Mr.
Sanjeev Marda, Company Secretary, are the Key Managerial
Personnel of the Company as on 31st March 2026.

Recognition/Award and Certificates

The Company continues to enjoy the status of a Four-Star
Export House. This year the Company has received the
following awards for export performance from EEPC:

— 40th & 41st Eastern Regional Awards for 2021-22 &
2022-23 | Special Trophy for excellence in Exports of
High-Technology Products | Large Enterprise;

— 55th, 56th & 57th National Awards for Export Excellence
| Star Performer for the year 2022-23, 2023-24 & 2024¬
25 | Mica and Other Mineral Products: Large Enterprise.

The Company has accreditation for Integrated Management
Certification (IMS) integrating ISO 9001:2015, ISO
14001:2015, ISO 45001:2018 and ISO 50001:2018 for all
locations.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies
Act, 2013, the Directors state that-

(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed;

(b) The directors have 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
at the end of the financial year and of the profit and loss
of the Company for that period;

(c) The directors have 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;

(d) The directors have prepared the annual accounts on a
going concern basis;

(e) The directors, have 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 have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

Corporate Governance Report

A Report on Corporate Governance along with a Certificate
of Compliance from the Auditors forms part of this Report -
Annexure 9

Business Responsibility and Sustainability Report (BRSR)
and Assurance Statement on BRSR Core forms part of our
Annual Report. Annexure 10 and 10.1

Auditors

S. R. Batliboi & Co. LLP, Chartered Accountants, was re¬
appointed as Auditors of the Company for a second term of
five (5) years at the 47 th AGM held on 5 th August, 2022. They
have confirmed that they are not disqualified from continuing
as Auditors of the Company.

Cost Auditors

The Company had appointed following Cost Auditors for FY
2025-26 for conducting cost audit in respect of accounts and
records made and maintained by the Company as required
u/s 148(1) of Companies Act, 2013 as detailed below-

Consolidated Cost Audit Report for FY 2024-25 was filed with
the Ministry of Corporate Affairs, Government of India, on
19th August, 2025.

The above Cost Auditors have been appointed to conduct cost
audit for the same divisions as mentioned above for FY 2026¬
27 also.

Secretarial Audit/Compliance Report

Pursuant to the provisions of section 204 of the Companies
Act, 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015 the Company had
appointed M/s Bajaj Todi & Associates, a peer reviewed Firm
of Company Secretaries in Practice (Firm Registration No:
P2020WB081300) as Secretarial Auditors of the Company
for a term of five consecutive years commencing from FY
2025-26 till FY 2029-30. The Secretarial Audit Report and
Secretarial Compliance Report for FY 2025-26 received
from M/s. Bajaj Todi & Associates, Practicing Company
Secretaries are annexed herewith - Annexure 11 and 12.
There are no qualification, reservation, adverse remark or
disclaimer in the said report and do not call for any further
comments.

Secretarial Standards

The Company is in compliance of all applicable Secretarial
Standards as specified by the Institute of Company Secretaries
of India.

Prevention of Sexual Harassment of Women at Workplace

The Company has complied with the provisions relating to
the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013. During the year under
review, no complaint was received, disposed off or pending for
more than 90(ninety) days under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

Acknowledgement

Your directors place on record their appreciation of the
assistance and support extended by all government authorities,
financial institutions, banks, consultants, solicitors and
shareholders of the Company. The directors express their
appreciation of the dedicated and sincere services rendered
by employees of the Company.

On behalf of the Board
K. K. Bangur

Kolkata (Chairman)

May 28, 2026 DIN : 00029427