(*) Amount is less than ' 0.50 Crore.

Consolidated Financial Statements

As per Regulations 33 and 52 of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as "SEBI Listing Regulations")
and applicable provisions of the Companies Act, 2013
("the Act") read with the Rules issued thereunder, the
Consolidated Financial Statements of the Company
for the Financial Year 2024-25 have been prepared
in compliance with applicable Indian Accounting
Standards prescribed under Section 133 of the Act
and other accounting principal generally accepted in
India and on the basis of Audited Financial Statements
approved by the Board of Directors of the Company.

The Consolidated Financial Statements together with
the Auditors’ Report form part of this Integrated Annual
Report. The Audited Standalone and Consolidated
Financial Statements for the Financial Year 2024-25

shall be laid before the Annual General Meeting for
approval of the Members of the Company.

2. STATE OF COMPANY'S AFFAIRS
Standalone:

On a standalone basis, the revenue for FY 2024-25
was ' 4,564.55 Crores, higher by 13% percent over
the previous year’s revenue of ' 4,022.15 Crores in FY

2023- 24. The PAT attributable to Shareholders for FY

2024- 25 and FY 2023-24 was ' 575.36 Crores and
' 418.75 Crores, respectively.

Consolidated:

On a consolidated basis, the revenue for FY 2024-25
was ' 4,737.49 Crores, higher by 10% over the previous
year’s revenue of ' 4,280.82 Crores. The profit after tax
(PAT) attributable to Shareholders and non-controlling
interests for FY 2024-25 and FY 2023-24 was ' 545.96
Crores and ' 434.95 Crores, respectively.

For more details on the Standalone and Consolidated
performance, please refer to Management Discussion
and Analysis Report.

3. MATERIAL EVENTS

Change in situation of Registered Office of the
Company

The Office of the Regional Director, North-Western
Region, Ahmedabad vide its Order dated 6^th June,
2025 approved the Shifting of Registered Office of
the Company from the State of Gujarat to the State
of Himachal Pradesh and alteration of Clause 2 of the
Memorandum of Association.

In view of the above, the Company has filed e-form INC-
22 for notice of change of situation of Registered Office
of the Company from the State of Gujarat to the State
of Himachal Pradesh with the Registrar of Companies
and accordingly the Registered Office of the Company is
shifted to Plot No. 1, Khasra Nos. 264 to 267, Industrial
Area, Una- 174303, Himachal Pradesh.

Composite Scheme of Arrangement

The Board of Directors of the Company has approved
the proposed Composite Scheme of Arrangement
between Inox Leasing and Finance Limited, ("Demerged
Company" or "Transferor Company" or "ILFL"), Holding
Company of Gujarat Fluorochemicals Limited, Inox
Holdings and Investments Limited, ("Resulting
Company" or "IHIL") and Gujarat Fluorochemicals
Limited ("Transferee Company" or "GFCL") and their
respective Shareholders under the provisions of
Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013 ("Act") ("Scheme") which
envisages the following:

(a) Part A-Demerger of Wind Business ("Demerged
Undertaking") of ILFL into IHIL; and

(b) Part B-Amalgamation of ILFL into GFCL (after
demerger of Demerged Undertaking of ILFL into
IHIL).

As per the Part B of the Scheme:

(a) The 5,77,91,906 equity shares of ' 1 each, held by
ILFL in GFCL, will stand cancelled;

(b) 5,77,91,906 equity shares of GFCL of the face
value of ' 1 each fully paid-up will be issued and
allotted as fully paid-up to the equity shareholders
of ILFL in the proportion of their holding in ILFL.

Upon approval of the Scheme from all Stakeholders
viz. Shareholders, Creditors and Regulatory Authorities
(BSE Limited, National Stock Exchange of India Limited,

Securities and Exchange Board of India, Reserve Bank
of India and National Company Law Tribunal or any
such other authority as applicable) the Scheme will
become effective on and from the Appointed Date viz.
1^st April, 2025, as modified by the Board of Directors of
the Company in their Meeting held on 26^th December,

2024, from the earlier appointed date of 1^st January,

2025.

4. DIVIDEND

During the year, the Company has paid Final Dividend
for the Financial Year 2023-24 at ' 3/- per Equity
Share of ' 1/- each (300%) to the Shareholders of the
Company.

The Board is pleased to recommend a Final Dividend
at ' 3/- per Equity Share of ' 1/- each (300%) for the
financial year ended 31 ^st March, 2025, subject to the
approval of Shareholders at the ensuing Annual General
Meeting of the Company.

According to Regulation 43A of the SEBI Listing
Regulations, the Board has adopted a Dividend
Distribution Policy, which had been placed on the
website of the Company and can be accessed
at the link: https://www.gfl.co.in/upload/pages/
cb3188297d3bc8c19fffd7aad5832d0f.pdf

5. TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amount to General Reserve. For
complete details on movement in Reserves and Surplus
during the financial year ended 31^st March 2025, please
refer to the 'Statement of Changes in Equity’ included in
the Standalone and Consolidated Financial Statements
of this Integrated Annual Report.

6. DEBT SECURITIES

During the year, the Company has not issued any Non¬
Convertible Debentures as the Company was not a
Large Corporate as per the applicability criteria given
under the Chapter XII of SEBI Operational circular
dated August 10, 2021 (updated as on April 13, 2022)
read with SEBI Circular no. SEBI/HO/DDHS/DDHS-
RACPOD1/P/CIR/2023/172 dated 19^th October, 2023.

7. FIRE INCIDENT

With respect to the fire incident in December 2021
at Ranjitnagar plant, the Company had recognized
a total amount of ' 70.21 Crores towards insurance
claim lodged in that year. After the receipt of interim
claim amount, sale of related scrap etc. the balance
amount as at 31^st March, 2025 is ' 41.87 Crores (as at

31^st March, 2024 ' 47.76 crores). The insurance
company is in the process of determining the final
claim amount. Difference, if any, which in the opinion of
management may not be significant, will be recognized
upon the final determination of the claim amount.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

Appointment/Re-appointment/Resignation:

The following Directors are proposed for appointment/
re-appointment at the Seventh Annual General Meeting
of the Company:

• Appointment of Director in place of Mr. Devendra
Kumar Jain (DIN: 00029782) who retires by
rotation and being eligible, offers himself for re¬
appointment.

• Appointment of Mr. Sunil Kumar Singh Chauhan
(DIN: 1 1229650) as Director and Whole-time
Director of the Company and approval on payment
of remuneration to him, with the effect from 5^th
August, 2025.

Necessary Resolutions in respect of Director seeking
appointment/re-appointment and necessary
information pursuant to Regulation 36(3) of the SEBI
Listing Regulations are provided in the Notice of the
Seventh Annual General Meeting forming part of this
Integrated Annual Report.

During the Financial Year 2024-25, the following
Directors were appointed/re-appointed post receipt of
Shareholder's approval:

• Re-appointment of Mr. Sanath Kumar Muppirala
(DIN 08425540), as Whole-time Director of
the Company and approval on payment of
remuneration to him, with effect from 28^th April,
2025. However, Mr Sanath Kumar Muppirala had
tendered his resignation from the post of Director
and Whole-time Director of the Company, with
effect from 5^th August, 2025 due to his personal
reasons.

• Re-appointment of Mr. Niraj Kishore Agnihotri (DIN
09204198), as Whole-time Director of the Company
and approval on payment of remuneration to him,
with effect from 1^st July, 2025. However, Mr. Niraj
Kishore Agnihotri had tendered his resignation
from the post of Director and Whole-time Director
of the Company, with effect from 5^th August, 2025
due to his personal reasons.

• Re-appointment of Mr. Shesh Narayan Pandey
(DIN 02000823) as Director and Whole-time
Director of the Company and approval on payment
of remuneration to him, with the effect from
14^th August, 2025. However, Mr Shesh Narayan
Pandey had tendered his resignation from the
post of Director and Whole-time Director of the
Company, with effect from 24^th March, 2025 due
to his personal reasons.

Declaration of Independence

The Independent Directors of the Company have given
the declaration and confirmation to the Company as
required under Section 149(7) of the Companies Act,
2013 and Regulation 25(8) of SEBI Listing Regulations
confirming that they meet the criteria of independence
and that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge
their duties with an objective independent judgement
and without any external influence.

Key Managerial Personnel

Following are Key Managerial Personnel (KMP) of
the Company as per Section 2(51) and 203 of the
Companies Act, 2013:

1) Mr. Vivek Jain - Managing Director

2) Mr. Manoj Agrawal - Chief Financial Officer

3) Mr. Bhavin Desai - Company Secretary and
Compliance Officer

Downward revision of Commission payable to
Directors

The Company has received request letters from
Mr. Vivek Jain, Managing Director, and Mr. Devendra
Kumar Jain, Director, proposing 50% downward revision
in the drawable limit of the commission component of
their remuneration for the Financial Year 2024-25. In
consideration of their requests, the Board has approved
the revision of the commission payable to Mr. Vivek
Jain, Managing Director, to 1.25% per annum, and to
Mr. Devendra Kumar Jain, Director to 0.50% per annum
for the Financial Year 2024-25.

9. BOARD RELATED INFORMATION
Meetings of the Board

Five (5) Board Meetings were held during the financial
year ended 31^st March, 2025. For further details,
please refer to the Corporate Governance Report,
which forms part of this Integrated Annual Report. The
intervening gap between the meetings was within the

period prescribed under the Act and the SEBI Listing
Regulations.

Composition of Audit Committee

The Audit Committee comprised four (4) Members out
of which three (3) are Independent Directors and one (1)
is an Executive Director. During the year under review,
five (5) Audit Committee Meetings were held, details
of which are provided in the Corporate Governance
Report. During the year under review, there were no
instances when the recommendations of the Audit
Committee were not accepted by the Board.

Performance Evaluation

In accordance with the manner of evaluation specified
by the Nomination and Remuneration Committee,
the Performance Evaluation forms containing criteria
for evaluation of Board as a whole, Committees of
the Board and individual Directors and Chairperson
of the Company were sent to all the Directors with
a request to provide their feedback to the Company
on the Annual Performance Evaluation of Board as
a Whole, Committees of Board, Individual Directors
and Chairperson of the Company, fulfillment of
the independence criteria and independence of
Independent Directors from the Management for the
Financial Year 2024-25. Further, based on the feedback
received by the Company, the Nomination and
Remuneration Committee at its Meeting held on 29^th
January, 2025 had noted that the Annual Performance
of each of the Directors is highly satisfactory and
decided to continue the terms of appointment of all
the Independent Directors of the Company.

Familiarization Programme for Independent Directors

The Company has conducted familiarization
programme for Independent Directors during the year.
The details for the same have been disclosed on the
website of the Company at the web-link https://gfl.co.in/
upload/pages/cd8bc6270c75121361861 b235d3b9072.
pdf.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the
Company is available at the web link https://gfl.co.in/
upload/pages/cb6ba6345d09cb9d816af1bb665c860a.
pdf

The salient features and objectives of the Policy are as
follows:

a. To lay down criteria for identifying persons who
are qualified to become Directors and who may be
appointed in Senior Management of the Company
in accordance with the criteria laid down by

Nomination and Remuneration Committee and
recommend to the Board their appointment and
removal;

b. To formulate criteria for determining qualification,
positive attributes and Independence of a Director;

c. To determine the composition and level of
remuneration, including reward linked with the
performance, which is reasonable and sufficient to
attract, retain and motivate Directors, KMP Senior
Management Personnel & other employees to
work towards the long term growth and success
of the Company.

The Managing Director and Whole-time Directors of
the Company have not received any remuneration or
commission from any of the subsidiaries.

Directors' Responsibility Statement as per Sub¬
Section (5) of Section 134 of the Companies Act, 2013

To the best of their knowledge, belief and according
to the information and explanations obtained by your
Directors, they make following statements in terms of
Sections 134(3)(c) of the Companies Act, 2013:

i. in the preparation of the Annual Accounts for
the Financial Year ended 31^st March, 2025, the
applicable Accounting Standards and Schedule III
of the Companies Act, 2013, have been followed
and there are no material departures from the
same;

ii. the Directors had selected such Accounting
Policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
Financial Year and of the profits of the Company
for that period;

iii. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv. t he Directors had prepared the Annual Accounts
on a going concern basis;

v. the Directors had laid down Internal Financial
Controls to be followed by the Company and that
such Internal Financial Controls were adequate
and were operating effectively; and

vi. the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

Management Discussion and Analysis Report

Management's Discussion and Analysis Report for
the year under review, as stipulated under Regulation
34 of the SEBI Listing Regulations read with Para B of
Schedule V is presented in a separate Section forming
part of this Integrated Annual Report.

Corporate Governance Report

The Company has complied with the corporate
governance requirements under the Act, and the SEBI
Listing Regulations. A separate section on Corporate
Governance along with a certificate from practicing
Company Secretary regarding compliance of conditions
of Corporate Governance is attached as ANNEXURE - 1.

In compliance with the requirements of Regulation
17 of SEBI Listing Regulations, a certificate from the
Managing Director and Chief Financial Officer of the
Company, who are responsible for the finance function,
was placed before the Board.

All the Board Members and Senior Management
Personnel of the Company had affirmed compliance
with the Code of Conduct for Board and Senior
Management Personnel. A declaration to this effect
duly signed by the Managing Director is annexed as a
part of the Corporate Governance Report.

Business Responsibility and Sustainability Report

A Business Responsibility and Sustainability Report as
per Regulation 34(2)(f) of the SEBI Listing Regulations,
detailing the various initiatives taken by the Company
on the Environmental, Social and Governance front
forms an integral part of this report. The said report is
annexed to this report as ANNEXURE - 2.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

There are no orders passed by any Regulators or Courts
or Tribunals impacting the going concern status of the
Company and the Company's operations in future.

11. PARTICULARSOFLOANSGIVEN,INVESTMENTSMADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made,
guarantees given and securities are provided in the

Standalone Financial Statements of the Company. For
details, please refer to Note no. 9, 10, 37, 45, 47 and
52(i) of the Standalone Financial Statements of the
Company.

12. SUBSUDIARY, JOINT VENTURE AND ASSOCIATE
COMPANY

The Company has eleven (11) Subsidiaries, one (1)
Joint Venture and One (1) Associate Company as on
31^st March, 2025 within the meaning of Section 2(6)
of the Act. There has been no material change in the
nature of the business of the subsidiaries.

During the year under review, the following Step-down
Subsidiaries of the Company were incorporated:

• GFCL EV (SFZ) SPC, Wholly-owned Subsidiary
of GFCL EV Products Limited, Subsidiary of the
Company was incorporated on 11^th June, 2024 in
Oman proposed to manufacture other chemicals.

• GFCL EV Products GmbH, Wholly-owned

Subsidiary of GFCL EV Products Limited,

Subsidiary of the Company was incorporated
on 10^th September, 2024 in Hamburg, Germany
proposed for import and export, processing,
distribution, marketing and storage of polymers
and organic and inorganic compounds for catering
to the needs of EV and ESS battery chemical
segment/s.

• GFCL EV Products Pte. Ltd, Wholly-owned

Subsidiary of GFCL EV Products Limited,

Subsidiary of the Company incorporated on 7^th
January, 2025 in Singapore proposed to make
investment in subsidiary company and trading in
various chemicals and other products.

Further, IGREL Mahidad Limited was ceased as Wholly-
owned Subsidiary and Subsidiary of the Company w.e.f.
10^th February, 2025.

A separate statement containing the salient features
of financial statements of all Subsidiaries and Joint
Venture of the Company forms a part of Consolidated
Financial Statements in compliance with Section 129
and other applicable provisions, if any, of the Act. In
accordance with Section 136 of the Act, the Financial
Statements of the subsidiaries and joint venture
are available for inspection by the members at the
Registered Office of the Company during business
hours on all days except Saturdays, Sundays and public
holidays up to the date of ensuing Annual General
Meeting ('AGM'). Any Member desirous of obtaining
a copy of the said Financial Statements may write to

the Company Secretary at the Registered Office of
the Company. The Financial Statements including
the Consolidated Financial Statements, Financial
Statements of subsidiaries and all other documents
required to be attached to this report have been
uploaded on the website of the Company www.gfl.co.in.
The Company has formulated a Policy for determining
Material Subsidiaries. The Policy may be accessed on
the website of the Company at https://gfl.co.in/upload/
pages/1df90f4ee914983e2e0c7dd1b0815cdd.pdf

The Report on the performance and financial position
of each of the Subsidiaries and Joint Venture Company
of the Company is annexed to this report in Form no.
AOC-1 pursuant to first proviso to sub-section (3)
of Section 129 of the Act and Rule 5 of Companies
(Accounts) Rules, 2014 is annexed to this report as
ANNEXURE - 3.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
ACTIVITIES

The CSR initiatives and activities are aligned to the
requirements of Section 135 of the Act. The brief outline
of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year are set out in ANNEXURE - 4 of this report in
the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which is
a part of this report. The CSR Policy is available on
the Company's website at https://gfl.co.in/upload/
pagesZ6b1b59ceda092ea23f013e89e01eb86d.pdf

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Section 177(9) of the Act read
with Regulation 22(1) of the SEBI Listing Regulations,
the Company is required to establish an effective
vigil mechanism for Directors and Employees to
report improper acts or genuine concerns or any
leak or suspect leak of Unpublished Price Sensitive
Information. The Company has accordingly established
a Vigil Mechanism /Whistle Blower Policy for all its
Employees and Directors to report improper acts. The
details of the said mechanism and policy are available
on the Company's website at https://gfl.co.in/upload/
pagesZ586e7645e3df22f3cd8c55abc0ad6dce.pdf

15. CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by
the Company during the year under review with Related
Parties are approved by the Audit Committee and Board,
as per the provisions of Section 188 of the Companies
Act, 2013 read with the Rule 15 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and
Regulation 23 of the SEBI Listing Regulations.

The Policy on materiality of Related Party Transactions
and dealing with Related Party Transactions as
approved by the Board may be accessed on the
Company's website at the link: https://gfl.co.in/upload/
pagesZ89f4cef080cdfce4d785cd89ff9f5c9a.pdf

All transactions entered with Related Parties for the
year under review were on arm's length basis and
were in ordinary course of business and there were no
related party transactions which could be considered
as material. Hence, there is no information to be
provided as required under Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules,
2014 and disclosure in Form no. AOC-2 is not required
to be annexed to this report. Further, the details of the
transactions with Related Parties are provided in the
accompanying Financial Statements.

16. DEPOSITS

During the year under review, the Company has not
accepted any deposits covered under Chapter V of
the Companies Act, 2013. Therefore, requirement of
disclosure of details relating to deposits as per Section
134(3)(q) of the Companies Act, 2013 read with rules
made thereunder is not applicable.

17. AUDITORS

A. Independent Auditors

The Members at their Sixth Annual General
Meeting held on 27^th September, 2024 had
appointed M/s Patankar & Associates, Chartered
Accountants, Pune as Independent Auditors of
the Company from the conclusion of 6^th Annual
General Meeting until conclusion of 11 ^th Annual
General Meeting. They have confirmed that they
are not disqualified from continuing as Auditors of
the Company.

The requirement to place the matter relating
to appointment of Auditors for ratification by
members at every Annual General Meeting is done
away with vide notification dated 7^th May, 2018
issued by the Ministry of Corporate Affairs, New
Delhi. Accordingly, no resolution is proposed for
ratification of appointment of Auditors, who were
appointed in the Annual General Meeting held on
27^th September, 2024.

There are no reservations, modifications or
adverse remarks in the Independent Auditor’s
Report. The notes forming part of the accounts
are self-explanatory and do not call for any further
clarifications under Section 134 (3) (f) of the
Companies Act, 2013.

B. Cost Auditor

Pursuant to provisions of Section 148 of the Act
read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to
prepare, maintain as well as have the audit of its
cost records conducted by a Cost Accountant in
practice who shall be appointed by the Board on
recommendation of Audit Committee.

In view of the above, the Company has made
and maintained such cost accounts & records
and has appointed M/s Kailash Sankhlecha &
Associates to audit the cost records maintained
by the Company for Financial Year 2024-25 on a
remuneration of ' 5,00,000/- p.a.

As required under the referred Section of the Act
and relevant Rules, the remuneration payable to
the Cost Auditor is required to be placed before the
Members in a General Meeting for their ratification.
Accordingly, a resolution seeking Members’
ratification for the remuneration payable to M/s.
Kailash Sankhlecha & Associates, Cost Auditors is
included at Item No. 6 of the Notice convening the
Seventh Annual General Meeting.

C. Internal Auditors

The Board of Directors have re-appointed
M/s. Sharp & Tannan Associates, Chartered
Accountants, Vadodara and M/s Kashiparekh &
Associates, Chartered Accountants, Ahmedabad
as Internal Auditors of the Company for the
Financial Year 2025-26.

Internal Financial Controls

The Company has adequate Internal Financial
Controls commensurate with its size and nature
of its business. The Board has reviewed Internal

Financial Controls of the Company and the Audit
Committee monitors the same in consultation
with Internal Auditors of the Company. One of the
Internal Auditors of the Company also tests the
internal controls independently.

D. Secretarial Auditors

In terms of Section 204 of the Act read with
Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s Samdani
Shah & Kabra, Practising Company Secretaries to
conduct Secretarial Audit of the Company for the
Financial Year 2024-25.

The Secretarial Audit Report given by M/s
Samdani Shah & Kabra for the Financial Year
2024-25, is annexed herewith as ANNEXURE -
5A in prescribed Form no. MR-3. The Secretarial
Auditor, in its report, has given certain observation.
The management reply against observation raised
by Secretarial Auditor is as under:

Qualification / Observation:

Regulation 17(1 )(b) of the Listing Regulations -
Requirement relating to Board Composition:

During the period from 13^th August, 2024 till 24^th
March, 2025, there were five Independent Directors
on the Board of Directors of the Company (Board)
and total strength of the Board was eleven
Directors. However, Board composition, in terms
of Regulation 17(1 )(b) of the Listing Regulations
requires that at least half of the Board shall consist
of Independent Directors, where the regular
non-executive chairperson is a promoter of the
company or is related to any promoter or person
occupying management positions at the level of
Board of Directors or at one level below the board
of directors. Hence, the Company was required to
appoint one more Independent Director during the
period referred herein this para.

Management Response on the above
Qualification/Observation:

The Board noted that the Company had paid
fines amount to the Stock Exchanges on 18^th
March, 2025 immediately on receipt of notice
of non-compliance which was inadvertent and
unintentional as it had commenced the process
of shortlisting right candidate for consideration
and appointment of Independent Director post
appointment of Mr. Shesh Narayan Pandey as
Whole-time Director of the Company with a

view to meet the criteria of fifty percent Board
independence. In the meantime, due to cessation
of Mr. Shesh Narayan Pandey as a Director of
the Company on account of personal reasons
on 24^th March, 2025, the present composition of
the Board meets with the statutory requirement
of fifty percent Independent Board as prescribed
under the Listing Regulations.

Pursuant to Regulation 24A(2) of the SEBI Listing
Regulations, a Secretarial Compliance Report for
the Financial Year 2024-25 issued by M/s Samdani
Shah & Kabra, Practicing Company Secretary has
been submitted with the Stock Exchanges within
prescribed timeline.

Further, as per Regulation 24A(1)(a) of the SEBI
Listing Regulations, material unlisted subsidiaries
incorporated in India shall undertake Secretarial
Audit by a Secretarial Auditor and annex a
Secretarial Audit Report of its material unlisted
subsidiary to its Annual Report. The Secretarial
Audit Report of GFCL EV Products Limited, a
material unlisted subsidiary, issued by M/s TNT
& Associates, Practicing Company Secretaries
for the Financial Year 2024-25 is annexed as
ANNEXURE - 5B in prescribed Form no. MR-3.

During the year under review, the Company has
complied with the applicable provisions of the
Secretarial Standards.

E. Reporting of Frauds

During the year under review, the Statutory
Auditors, Cost Auditor and Secretarial Auditor have
not reported any instances of frauds committed in
the Company by its officers or employees, either
to the Audit Committee or Board under Section
143(12) of the Act details of which need to be
mentioned in this Report.

18. SECRETARIAL STANDARDS

The Directors have devised proper systems and
processes for complying with the requirements of
applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and such systems
were adequate and operating effectively.

19. ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Act, the copy of
the Annual Return has been placed on the Company’s
website, available on web link at https://gfl.co.in/
assets/pdf/GFCI %?0-%?0Form MGT 7%?0-%?0
2024-25 website.pdf.

20. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Information in respect of conservation of energy,
technology absorption, foreign exchange earnings and
outgo pursuant to Section 134 of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts)
Rules, 2014, in the manner prescribed is annexed to
this report as ANNEXURE - 6.

21. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details
as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
are annexed to this report as ANNEXURE - 7.

In accordance with the provisions of Section 197(12) of
the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the
name and other particulars of the employees drawing
remuneration in excess of the limits set out in the said
rule is annexed to this report.

In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members of the Company
excluding information on employees’ particulars which
is available for inspection by the Members at the
Registered Office of the Company during the business
hours on working days of the Company up to the date
of the ensuing Annual General Meeting. If any Member
is interested in obtaining such information, may write to
the Company Secretary of the Company.

22. SAFETY, HEALTH AND ENVIRONMENT

Safety, health and environment are of prime concern to
the Company and necessary efforts were made in this
direction in line with the safety, health and environment
policy laid down by the Company. The Company has
achieved certification of ISO 14001:2004 (Environment
Management System), ISO 18001:2007 (Occupational
Health and Safety Management System) and ISO
9001:2008 (Quality Management System) for its
Ranjitnagar and Dahej Units. For more details, please
refer to the natural capital of integrated Annual report.

23. INSURANCE

The Company’s property and assets have been
adequately insured.

24. RISK MANAGEMENT

The Risk Management Policy of the Company, which is
approved by the Risk Management Committee of the
Board ('RMC') and the Board of Directors have provided
the framework of Enterprise Risk Management ('ERM')
by describing mechanisms designed to identify, assess
and mitigate risks appropriately. The RMC has been
entrusted with the responsibility to assist the Board in:

1. Measures for risk mitigation including systems
and processes for internal control of identified
risks and Business continuity plan;

2. To ensure that appropriate methodology,
processes and systems are in place to monitor
and evaluate risks associated with the business of
the Company;

3. To monitor and oversee implementation of the
Risk Management Policy, including evaluating the
adequacy of risk management systems etc.

25. INFORMATION UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 AND
COMPLIANCE OF THE PROVISIONS RELATING TO
THE MATERNITY BENEFIT ACT, 1961

The Company has in place a Guideline on Prevention,
Prohibition and Redressal of Sexual Harassment of
Women at Workplace in line with the requirements
of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
Company has formed an Internal Complaints Committee
(ICC) to redress complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this Policy.

The details of complaints for the FY 2024-25 are as
under:

The Company has complied with provisions relating
to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

Further, the Company has complied with the provisions
relating to the Maternity Benefit Act, 1961 during the FY
2024-25.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

There are no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the Financial Year of
the Company to which the Financial Statements relate
and the date of this report.

27. INSOLVENCY AND BANKRUPTCY CODE

There are no applications made or any proceedings
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year under review.

28. ONETIME SETTLEMENT WITH ANY BANK OR
FINANCIAL INSTITUTION

There was no instance of onetime settlement with
any Bank or Financial Institution during the year under
review.

29. ACKNOWLEDGEMENT

The Board wish to place on record their appreciation
to the Investors, Bankers, Customers, Business
Associates, all Regulatory and Government authorities
for their continued support, encouragement and
confidence reposed in your Company's management.

The Board also convey their appreciation to the
employees at all levels for their dedicated services,
efforts and collective contribution towards growth of
your Company.

By Order of the Board of Directors

Devendra Kumar Jain

Date: 5^th August, 2025 Chairman

Place: New Delhi DIN 00029782