Grauer & Weil (India) Limited has issued a postal ballot notice seeking shareholder approval for revising the remuneration of its Whole-time Director Mr. Rohitkumar More. The notice, dated February 13, 2026, outlines the company's proposal to significantly increase the director's compensation package effective from January 1, 2026.

Voting Schedule and Process

The remote e-voting process has been scheduled with specific timelines for shareholder participation:

The company will conduct the voting process entirely through electronic means, with no physical postal ballot forms being distributed to shareholders. Only shareholders whose names appear in the Register of Members as on the cut-off date and have registered email addresses will be eligible to participate.

Proposed Remuneration Revision

The postal ballot seeks approval for a substantial revision in Mr. Rohitkumar More's compensation structure. Currently, he draws remuneration of Rs. 63.18 lakhs per annum plus performance incentive up to Rs. 30.00 lakhs per annum.

Revised Compensation Structure

The proposed revision also includes various perquisites and benefits such as:

• Medical allowance and reimbursements
• Leave travel concession for family
• Provident Fund and Gratuity contributions
• Use of company car with driver
• Personal accident and medical insurance premiums
• Club membership fees
• Telephone and mobile phone facilities

Director Profile and Responsibilities

Mr. Rohitkumar More (DIN: 00139797) is a Mechanical Engineer who oversees the day-to-day management and strategic decision-making of the Engineering Division. His responsibilities extend to M/s Kamtress Automation Systems Pvt. Ltd., a 100% subsidiary of the company. He was first appointed to the Board on March 14, 2003, and currently holds 1,30,700 equity shares in the company.

Board Meeting Attendance

Regulatory Compliance and Justification

The Nomination and Remuneration Committee has reviewed and approved the proposed revision after evaluating performance parameters, industry comparables, and overall contribution. The Board of Directors approved the revision at its meeting held on February 13, 2026, citing improved performance of the Engineering Division, expansion in scale of operations, and increased scope of responsibilities.

The proposed remuneration aligns with prevailing industry benchmarks for comparable positions and remains within the limits prescribed under the Companies Act, 2013 and Schedule V thereof. The revision will be treated as minimum remuneration even in cases of absence or inadequacy of profits, subject to regulatory limits.

Shareholder Information and Support

Shareholders can access the complete postal ballot notice on the company's website at www.growel.com and on MUFG Intime's platform at https://instavote.linkintime.co.in . The notice has also been uploaded on BSE Limited's website. For technical support or queries, shareholders can contact the company at secretarial@growel.com or reach the helpdesk at 022-4918 6000.

The resolution, if passed by the requisite majority, will be deemed effective from Friday, April 3, 2026. Results will be communicated to BSE Limited within two working days of the voting conclusion and made available on relevant websites.

Grauer & Weil (India) Limited announced its unaudited financial results for the quarter and nine months ended December 31, 2025, showing mixed performance with revenue growth offset by declining profitability. The Board of Directors approved these results at their meeting held on February 13, 2026.

Quarterly Financial Performance

The company's standalone operations demonstrated resilience with revenue from operations reaching ₹28,793 lakhs in Q3FY26, representing a 5.3% increase from ₹27,346 lakhs in Q3FY25. However, profitability faced headwinds as net profit declined to ₹3,366 lakhs compared to ₹4,297 lakhs in the corresponding quarter of the previous year.

Nine-Month Performance Analysis

For the nine-month period ended December 31, 2025, the company maintained steady growth momentum with revenue from operations increasing 4.4% to ₹82,469 lakhs from ₹78,959 lakhs in the corresponding period last year. Despite revenue growth, net profit contracted to ₹11,627 lakhs from ₹13,123 lakhs, reflecting margin pressures.

Segment-wise Business Performance

The Surface Finishings segment continued to be the primary revenue contributor, generating ₹27,560 lakhs in Q3FY26 compared to ₹24,658 lakhs in Q3FY25. The Engineering segment contributed ₹1,295 lakhs, while the Shoppertainment segment recorded minimal revenue of ₹11 lakhs due to ongoing operational challenges.

Consolidated Results Overview

On a consolidated basis, the company reported revenue from operations of ₹29,063 lakhs in Q3FY26 versus ₹27,480 lakhs in Q3FY25. Consolidated net profit for the quarter stood at ₹3,233 lakhs compared to ₹4,312 lakhs in the previous year. For the nine-month period, consolidated revenue grew to ₹83,507 lakhs from ₹79,358 lakhs, while net profit decreased to ₹11,451 lakhs from ₹13,144 lakhs.

Operational Challenges and Outlook

The company's mall operations remain temporarily suspended pursuant to an order dated March 5, 2025, by the Maharashtra Pollution Control Board. Grauer & Weil has filed a special leave petition before the Supreme Court, and pending adjudication, no provision has been made in the books of accounts relating to this matter. The company's other business segments continue to function without disruption, supporting overall operational stability.