Grauer & Weil India Ltd

Grauer & Weil (India) Limited Trading Window Closed from October 01, 2026 until 48 hours after the financial results for the Quarter ended September 30, 2026 have been disseminated to the stock exchanges

AGM details

• Date and time: 17 September 2026, 2:00 PM IST via VC/OAVM.
• Mode: VC/OAVM.
• Cut-off date for voting entitlement: 10 September 2026.
• Remote e-voting window: 12–16 September 2026.
• Scrutinizer's report date: 21 September 2026.
• All resolutions passed with requisite majority.

Key resolutions

• Item 1 (Ordinary): Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Item 2 (Ordinary): Declare dividend on equity shares; Re 1 per share.
• Item 3 (Ordinary): Re-appoint Yogesh Samat as Director by rotation.
• Item 4 (Special): Re-appoint Rohitkumar More as Whole-time Director.
• Item 5 (Special): Re-appoint Yogesh Samat as Whole-time Director.
• Item 6 (Ordinary): Revise remuneration of Aman More.
• Item 7 (Ordinary): Revise remuneration of Yash More.
• Item 8 (Ordinary): Ratify remuneration of Cost Auditors for year ending 31 March 2027.

Voting results

• All eight resolutions passed with requisite majority.
• Promoter group votes in favour; some non-promoter opposition noted.

Directors

• Yogesh Samat reappointed as Director by rotation.
• Yogesh Samat reappointed as Whole-time Director.
• Rohitkumar More reappointed as Whole-time Director.
• Remuneration details for these roles not disclosed in this extract.

Auditors & remuneration

• Cost Auditors remuneration ratified for FY ending 31 March 2027.
• No change to statutory auditors disclosed.

Related party transactions

• No material related party transactions disclosed in the filing.

Other material approvals

• No additional material approvals disclosed in this AGM filing.

AGM Details

• AGM conducted via VC/OAVM on 17 Sep 2026 at 2:00 PM.
• Chairman: Umeshkumar More chaired; key management attended.
• Scrutinizer appointed: M/s GMJ & Associates.
• E-voting window: 12–16 Sep; on-site voting during meeting.

Key Resolutions

• Ordinary: adoption of standalone and consolidated financial statements; outcome not disclosed.
• Ordinary: dividend of Re. 0.50 per equity share; outcome not disclosed.
• Ordinary: appointment/re-appointment of Yogesh Samat after retirement by rotation; outcome not disclosed.
• Special: Rohitkumar More reappointed Whole-time Director for five years from 1 Apr 2027.
• Special: Yogesh Samat reappointed as Whole-time Director for two years from 1 Jul 2026.
• Ordinary: revision of remuneration of Aman More; outcome not disclosed.
• Ordinary: revision of remuneration of Yash More; outcome not disclosed.
• Ordinary: ratification of remuneration of Cost Auditors for FY ending 31 March 2027; outcome not disclosed.

Financials

• Revenue from operations: 117,843.86 Lacs; up 4.6% YoY.
• Total income: 122,781.25 Lacs; EBITDA: 24,598.82 Lacs; PAT: 16,725.85 Lacs.
• EPS: 3.69; Net worth: 108,152.04 Lacs; borrowings: 830.80 Lacs.
• Dividend final: 0.50 per share; cash outflow: 2,267.06 Lacs.
• General Reserve transferred: 14,000 Lacs; equity share capital: 4,534.12 Lacs unchanged.
• Mall closure in Mumbai mall remains under regulatory dispute; no provisions yet.
• UAE manufacturing facility commenced operations in 2025; international reach to 50+ countries.
• Overseas subsidiaries: UAE FZE, Grauer & Weil Shanghai, Growel Chemicals Co. Ltd; Kamtress Automation (India).
• Associates Grauer & Weil Engg Pvt Ltd and Growel Sidasa Industries Pvt Ltd struck off in 2025.

Capital & Dividends

• Equity share capital: 4,534.12 Lacs; no new issue in 2025-26.
• Gross debt: 871.63 Lacs; cash and bank balances: 4,830.49 Lacs.
• Adjusted net debt-to-equity: -0.23x; liquidity remains robust with sizable deposits.
• Unutilised bank limits: 14,996.98 Lacs; total liquidity supports ongoing operations.
• Final dividend proposed: 0.50 per share; record date: 10-Sep-2026; pay-out subject to shareholder approval.

Operations & Strategy

• UAE facility commenced operations in 2025; strengthens Middle East presence.
• Growel Technology Centre at Vasai to aid advanced testing and application development.
• Barotiwala facility reduced delivery timelines in North/East India by about 50%.
• R&D focus on electronics, semiconductors, EVs; portfolio exceeds 3,000 SKUs.
• Integrated CRM platform across divisions; Growlab, Growaudit, Growlubes aiding customer engagement.
• Expansion across high-growth sectors; emphasis on safer, energy-efficient chemistries and safer processes.

Governance & Leadership

• Board comprises 8 members; 4 independent; 1 woman independent director.
• Audit Committee: 4 independent directors; Managing Director as member; meetings: 4 in FY25-26.
• KMPs: Nirajkumar More (MD), Rohit More (WTD), Yogesh Samat (Operations), Gurinder Gulati (CFO), Chintan Gandhi (Company Secretary).
• AGMs held via VC/OAVM under MCA guidelines; re-elections proposed for directors as noted in notices.

ESG & CSR (BRSR Corrigendum)

• BRSR corrigendum issued: top 10 trading houses share corrected to 51.09% from 12.50%.
• Related party sales corrected to 0.06% from 5.75% in BRSR notes.
• Main BRSR areas reflect surface finishing; chemicals, engineering, paints and lubricants across geographies.
• CSR policy aligned with statutory norms; CSR committee chaired by MD; 3.51 Cr spent in 2025-26.

Regulatory & Risks

• Maharashtra Pollution Control Board order closed Growel's 101 Mall; Supreme Court SLP pending.
• Mall operations suspended; other business segments continue; no provisions yet for mall-related claims.
• Tax disputes: Income tax, VAT, GST, excise; bank and corporate guarantees disclosed; contingent liabilities under Note 33.

Subsidiaries & Related Parties

• Wholly-owned Indian subsidiaries: Kamtress Automation Systems Pvt Ltd; overseas: Grauer & Weil Shanghai; Growel Chemicals Co. Ltd; Grauer & Weil Middle East FZE.
• Associates struck off: Grauer & Weil Engineering Pvt Ltd; Growel Sidasa Industries Pvt Ltd.
• Related party transactions are at arm's length; RPT policy on company website; no material conflicting RPTs.

Financial performance

• Standalone revenue from operations: 1,17,843.86 Lakh; YoY +4.6%.
• Standalone EBITDA: 24,598.82 Lakh; YoY +5.0%.
• Standalone PAT: 16,725.85 Lakh; YoY +6.5%.
• Standalone EPS: ₹3.69 per share.
• Consolidated total income: 1,23,978.06 Lakh; YoY ~+5%.
• Net worth: ₹1,081.52 Cr; borrowings negligible.
• Final dividend proposed: ₹0.50 per share; cash outflow ₹22.67 Cr.

Segment performance

• Surface Finishing revenue: 1,08,025.65 Lakh; segment profit 22,928.00.
• Engineering revenue: 10,924.90 Lakh; segment profit 593.00.
• Shoppertainment: revenue 56.56 Lakh; segment loss 1,507.00.
• Total segment revenue: 1,19,007.11 Lakh; segment results positive overall.
• Segment assets: Surface Finishing 47,525.51; Eng 8,596.94; Mall 6,691.77.

Dividend & capital allocation

• Final dividend per share ₹0.50; cash outflow ₹22.67 Cr.
• Transfer to General Reserve: ₹14,000.00 Lakh.
• Share capital unchanged at ₹4,534.12 Lakh.

Liquidity & debt

• Total debt (Standalone) ₹830.80 Lakh.
• Adjusted net debt to equity: -0.23x.
• Unutilised bank limits: ₹14,996.98 Lakh.
• Mall closure risk persists; MPCB order; SLP pending in Supreme Court.

Operational & strategic developments

• First overseas manufacturing facility in UAE commenced operations.
• CRM integration across divisions; Growlab and Growaudit deployments.
• Barotiwala facility reduced average delivery times by about 50%.
• R&D focus on electronics, semiconductors, electric mobility and renewable energy.

Governance & audit

• Board comprises 8 members; 4 independent; 12.5% women directors.
• Independent Directors include Dr. Prerna Goradia; others appointed/reappointed as per notice.
• Independent auditors: M. M. Nissim & Co LLP; unqualified opinions in standalone and consolidated audits.
• Six Board Committees: Audit, Nomination & Remuneration, Stakeholders' Relationship, CSR, Risk, Management.

CSR & ESG

• CSR spend ₹3.51 Cr; 2% of average net profit ₹3.62 Cr; shortfall ₹0.10 Cr.
• CSR focuses on healthcare, education, nutrition, environmental sustainability.
• 100% sexual harassment training; no POSH complaints.

AGM Details

• 68th AGM scheduled for 17 September 2026 at 2:00 PM IST via VC/OAVM.
• Record date for dividend and e-voting: 10 September 2026.
• Register closure: 11–17 September 2026.
• Remote e-voting: 12–16 September 2026; AGM e-voting during meeting.
• Proceedings deemed to be conducted at the registered office via VC/OAVM.

Dividend

• Dividend proposed: Rs 1 per equity share for FY 2025-26.

Ordinary Resolutions

• Adopt Audited Standalone and Consolidated Financial Statements for year ended 31 March 2026.
• Declare dividend of Rs 1 per share for FY 2025-26.
• Re-appoint Mr. Yogesh Samat as Director on rotation.

Special Resolutions

• Rohitkumar More re-appointed Whole-time Director for 5 years from 1-Apr-2027.
• Remuneration: salary up to Rs 2.0 Cr; commission up to Rs 1.5 Cr; perquisites.
• Yogesh Samat re-appointed Whole-time Director for 2 years from 1-Jul-2026.
• Remuneration: salary up to Rs 2.5 Cr; commission up to Rs 1.0 Cr; perquisites.
• Aman More remuneration: consolidated salary up to Rs 50 Lacs per annum.
• Yash More remuneration: consolidated salary up to Rs 50 Lacs per annum.
• Ratify Cost Auditors remuneration up to Rs 3.0 Lacs for 2026-27.

Voting Status

• Results of remote/e-voting to be declared after AGM.

Overview

• Standalone BRSR for FY2025-26; core activities surface finishing chemicals, paints, lubricants.
• 88% turnover from Surface Finishing; 8% from engineering plants/equipment.
• Indian footprint: 6 plants, 15 offices; 3 international offices.
• Exports 5.95% of turnover; serves 52 countries; domestic reach across 28 states and 8 UTs.
• Reporting boundary: standalone basis.

Key ESG Risks & Opportunities

• GHG emissions face stricter norms; EMS with low-carbon tech; potential negative financial implications.
• Air quality compliance risk; mitigated by EMS and standards.
• Water management risk from scarcity; mitigated via treatment and recycling.
• Waste and hazardous materials risk; mitigated by comprehensive waste management plans.
• People strength and development: skilled workforce supports innovation and long‑term growth.
• Community development enhances social license and stakeholder trust.
• Supply chain efficiency and logistics improvements create cost and resilience benefits.
• EPR is applicable; CPCB-aligned waste collection plan.

Governance & Policy Highlights

• Board and Committees oversee ESG; no dedicated sustainability committee.
• Policies include board-approved NGRBC alignment; anti-bribery policy within Code of Conduct; web link.
• Policies do not formally extend to value chain partners; compliance clauses in contracts.
• Standards adopted: EN 9100, ISO 9001, ISO 14001.
• Penalty incurred: INR 6,41,880 for PT filing and PF delays.
• Independent assessment: none; internal policy implementation mechanism.
• NGRBC policy reviewed annually by Board/Committees.
• Assurance: Not Applicable.

Social Responsibility & Workforce

• Total employees 971; permanent 918; workers 16; board female representation 12.5%.
• Grievance channels include vigil@growel.com; accessible to all categories.
• Well-being spend INR 64.98 million; revenue INR 12.28 billion; 0.53% of revenue.
• PF and gratuity cover 100%; ESI 2%; other superannuation 1%.
• 773 employees trained on health/safety; 16 workers; broad training across staff.
• Return-to-work for female permanent employees 100%; retention 100%.
• Premises designed for accessibility; ramps and elevators installed.

Environmental Performance

• Total energy 21,246.71; renewable 272.92; non-renewable 20,973.79; renewable share ~1.3%.
• Scope 1: 401.53 MT CO2e; Scope 2: 3,027.57 MT CO2e; total 3,429.10 MT CO2e.
• Emission intensity: 0.291 MT CO2e per Rs 1 million turnover.
• Water withdrawal: groundwater 17,082 kl; third-party 16,890.60; total 33,972.60 kl.
• Water consumption 28,383.75 kl; water intensity 2.409; PPP 48.991.
• Waste total 527.017 MT; recycled 298.360; incineration 1.670; landfill 52.470; other disposal 159.927.
• ZLD implemented; certifications: EN 9100, ISO 9001, ISO 14001.
• GHG reduction initiatives: LED lighting, HVAC upgrades; digitalisation; EPR compliance.

Stakeholder Engagement & Complaints

• Key groups: Customers, shareholders/investors, vendors, government/regulators, communities.
• Engagement frequency: customers daily; investors quarterly/half-yearly/annually; vendors daily.
• Communities CSR-driven engagement; government periodic regulatory interactions.
• Principle 25 complaints: 74 from customers; 2 from communities; 2 from shareholders; 0 from employees.
• Resolved complaints 0 pending at year-end; channels include email and on-site registers.

Other Notable Metrics

• MSME input share 51.29%; inputs within district 87.36%.
• Purchases from top 10 trading houses 12.50% of purchases; concentration 23.95%.
• Sales to dealers 51.75%; top 10 dealers account for 75.90% of dealer sales.
• RPT: purchases 1.36%; sales 5.75%; related-party loans 100%; investments 3.26%.
• Accounts payable days 91.
• Data privacy/cybersecurity: IT policy in place; 0 data breaches.
• No adverse orders on anti-competitive conduct.