We are pleased to present GHCL's 7th Integrated Report, prepared in line with the framework established by the International Integrated
Reporting Council (IIRC), along with the 42nd Annual Financial Statements detailing the business performance and operations of our company.
This report also includes a summary of our standalone and consolidated financial statements for the financial year ending March 31, 2025.

At GHCL, we are committed to setting new benchmarks in corporate transparency and accountability. This comprehensive report is a
testament to our dedication to providing a holistic view of our performance, strategy, and impact. It reflects our focus on long-term value
creation, integrating financial and non-financial aspects while adhering to global best practices in reporting.

Through this report, we aim to offer deeper insights into our achievements, challenges, and strategic initiatives undertaken in the past year.
It provides a comprehensive analysis of our financial performance, highlighting growth, profitability, and financial strength. We showcase
our commitment to operational excellence by detailing major milestones, efficiency improvements, and key business developments. Our
robust corporate governance framework reflects our dedication to ethical leadership, compliance, and stakeholder trust. Additionally,
we emphasize our proactive risk management approach, ensuring resilience by identifying and mitigating potential business risks.
Furthermore, our sustainability and ESG commitments demonstrate our continuous efforts to create a positive environmental and social
impact, reinforcing responsible business practices that drive long-term value for all stakeholders

Additionally, we present the standalone and consolidated financial statements for the year, providing a transparent and precise assessment
of our financial position, operational results, cash flows, and changes in equity. These statements have been prepared in strict accordance
with applicable accounting standards, ensuring accuracy and reliability.

The financial highlights of the Company for FY 2024-25 are given below:

A: FINANCIAL RESULTS AND STATE OF AFFAIRS

The Management Discussion and Analysis (MDA) Report and
the Integrated Annual Report provide an in-depth review of our
financial performance, operational progress, and key business
developments. Our standalone and consolidated financial
statements have been meticulously prepared in accordance
with Indian Accounting Standards (Ind AS), ensuring compliance,
transparency, and reliability in financial reporting.

We encourage all stakeholders to thoroughly review the
MDA and Integrated Annual Report for a comprehensive
understanding of GHCL's business performance, strategic
direction, and long-term value creation efforts.

1. Dividend Distribution Policy & Tax Compliance: In line
with Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, GHCL's
Board of Directors adopted the Dividend Distribution
Policy (DDP) on May 19, 2016, which was later revised
on November 7, 2023. This policy ensures transparency
and consistency in determining dividend payouts and
reflects the Board's commitment to maintaining a
dividend payout ratio of 15% to 20% of profits after
tax (PAT) on a standalone basis.

Our Dividend Distribution Policy is available on our
website at given link: https://ghcl.co.in/wp-content/
uploads/2024/05/Dividend-Distribution-Policy.
pdf It serves as a guiding framework for the Board's
dividend decisions, ensuring a structured and equitable
approach to reward shareholders while maintaining
financial prudence.

In compliance with Section 194 of the Income Tax
Act, 1961, a 10% Tax Deducted at Source (TDS) is
applied to dividend payments, except for individual
resident shareholders receiving dividends up to
H 10,000, where no TDS is deducted. Additionally,
certain exempt entities, such as LIC, GIC, specified
insurers, and Mutual Funds under Section 10(23D), are
not subject to TDS. For non-resident shareholders, as
per Section 195, TDS is deducted at 20% along with
the applicable surcharge.

2. Dividend Announcement: We are proud to uphold our
31-year track record of consistent dividend payments. In
line with our Dividend Distribution Policy, the Board has
recommended a dividend of H 12.00 (rupees twelve) per
equity share (120% of the paid-up equity share capital) for
the financial year ending March 31, 2025. For reference,
last year's dividend was H 12.00 per equity share.

The proposed dividend is subject to shareholder
approval at the Annual General Meeting (AGM) on July
24, 2025 (Thursday). If approved, dividend payments
will commence from July 24, 2025. The Record
Date to determine eligible shareholders is July 17,
2025 (Thursday).

This dividend payout is in alignment with our
commitment to shareholder value and our Dividend
Distribution Policy.

3. Transfer to Reserves: The Board has decided not
to transfer any profit from FY 2024-25 to the
reserve account. Instead, the profits—after dividend
payments—will be retained to strengthen financial
stability, support growth initiatives, and enhance
overall financial resilience.

4. Share Capital: As of March 31, 2025, the paid-up Equity
Share Capital stands at H 95,75,47,860, comprising
9,57,54,786 equity shares of H 10 each. This marks an
increase from March 31, 2024, when the capital was
H 95,72,39,860, with 9,57,23,986 equity shares.

During the financial year, the Company allotted 30,800
equity shares to employees upon the exercise of stock
options under the GHCL ESOS 2015, resulting in the
current share capital level.

5. Employee Stock Options Scheme (ESOP): Our

Employee Stock Options Scheme (ESOP scheme),
designed for permanent employees, was approved
by shareholders on July 23, 2015, with in-principle
approval from Stock Exchanges to issue 50 lakh equity
shares upon the exercise of vested options. The scheme
remains unchanged and fully compliant with all the
applicable provisions of SEBI (Share Based Employee
Benefits) Regulations, 2014 ("SBEB Regulations”).

Our Secretarial Auditor, Dr. S. Chandrasekaran from
Chandrasekaran Associates, has certified that the
ESOP scheme aligns with SBEB Regulations and the
resolutions passed by shareholders. This certification is
available for electronic inspection.

For the financial year 2024-25, no new stock options
were granted. Further details on the ESOP are
provided in the financial statement notes and included
as Annexure I to this report.

6. Finance

6.1 Resource Mobilization

During the year, your Company executed amendatory
documents for working capital facilities with
enhancement of H 150 crs from H 600 crs (FB: H 400
crs & NFB: H 300 crs) to H 750 crs (FB: H 450 crs &
NFB: H 300 crs). Institutions involved in working capital
borrowing are State Bank of India, Bank of Baroda,
IDBI Bank, HDFC Bank, ICICI Bank, Axis Bank & CTBC
Bank. Additionally, we renewed unsecured working
capital facility of H 75 crs with HSBC Bank. We have
closed secured working capital facility with Union
Bank of India (H 150 crs) and unsecured working capital
facilities with HDFC Bank (H 50 crs) and Yes Bank
(H 50 crs) during the year.

6.2 Interest Rate Management

Our Company maintains a strong loan repayment record.
Despite the key rates remaining stagnant fairly throughout
the previous year, overall interest rates have risen in the
range of 0.25% to 0.50% in response to tighter liquidity
conditions in the market. In spite of these challenges, our
Company has effectively managed its borrowing costs,
with a negligible increase of 0.13%. We have prepaid
H 24 Cr. high-cost long-term borrowing of ICICI Bank out
of our surplus funds to save interest costs.

As of March 31, 2025, long-term borrowing is H 97.15
Cr at 8.67% ROI, with no short-term borrowing.
The interest accrued on this loan, H 0.85 Cr, will be
paid next quarter.

6.3 Affirmation of External Credit Ratings

i. CARE (Credit Analysis & Research Ltd) has
affirmed our Company's ratings: CARE AA- (Stable)
for long-term facilities and CARE A1 (Stable) for
short-term facilities, reflecting efficient cash flow
management and timely repayment.

ii. CRISIL has affirmed our credit rating of CRISIL
AA- (Stable) for our H 150 Crore Non-convertible
Debenture (NCD) issuance and simultaneously
withdrawn NCD rating on our request.

6.4 Investors' Education and Protection Fund (IEPF)

Our Company transferred H 65.21 lacs to the IEPF
during the financial year, towards unclaimed dividends.
This transfer reflects our commitment to compliance,
transparency, and investor protection. We encourage
investors to claim their dividends and deposits to

avoid transfers to the IEPF. We remain dedicated to
upholding high standards of corporate governance and
protecting investor rights.

7. Change in Nature of Business: During the financial
year 2024-25, our core business remained
unchanged, ensuring stability and consistency in our
operations and services.

We are pleased to report that our greenfield Soda
Ash project in Kutch, Gujarat, is making significant
progress. With environmental clearance received,
the project is advancing steadily. Additionally, the
upcoming commissioning of the Vacuum Salt and
Bromine projects will further strengthen our growth
trajectory and expand our product portfolio.

Your directors remain committed to enhancing
shareholder value through strategic initiatives and
focused execution.

We also confirm that no material changes and
commitments which affecting the Financial position
of the Company have occurred between April 1, 2025,
and the date of signing this report.

8. Management Discussion & Analysis

In accordance with Regulation 34(2)(e) of the SEBI
(Listing Obligations and Disclosure Requirements),
Regulations, 2015, (“SEBI Listing Regulations”) we
invite you to review the Management Discussion &
Analysis (MDA) Report included in our Annual Report.

The MDA Report offers a comprehensive overview
of our operations, financial performance, and
strategic direction. It covers market trends, key
achievements, challenges, and future growth
initiatives, providing valuable insights into our business
performance and outlook.

We encourage all stakeholders to refer to the MDA
Report for a detailed understanding of our company's
progress, industry positioning, and long-term vision.

B: INTEGRATED REPORT

At GHCL, we are committed to sustainable development,
striving for a future that balances economic growth, social
inclusion, and environmental responsibility. Our approach
goes beyond mere compliance—we have embraced
governance-based reporting, aligning with the Integrated
Reporting (IR) framework developed by the International
Integrated Reporting Council (IIRC).

This Integrated Report, included in our Annual Report,
provides a clear and comprehensive view of our business
model and how we embed sustainability into our
decision-making processes. It strengthens transparency,
accountability, and stakeholder understanding of how we
create value while aligning our business objectives with
sustainable development goals (SDGs).

C: Performance Highlights and State of Company's
Affairs:

A detailed analysis of our business performance and the
overall state of the Company's affairs can be found in
the Management Discussion & Analysis (MDA) Report
(Page no. 151 to 157) and the Integrated Report (Pages no. 4
to 70) of this Annual Report. These sections provide valuable
insights into our operational progress, financial performance,
and strategic direction.

1. Awards and Recognition:

During the financial year 2024-25, GHCL received
prestigious awards and accolades, recognizing
our commitment to excellence in sustainability,
environmental stewardship, and a positive work culture.
These achievements are a testament to the hard work
and dedication of our employees and stakeholders.

For a detailed list of awards and recognitions, please
refer to pages 43 and 44 of the Integrated Report

2. Subsidiaries:

Currently, GHCL Limited does not have any operational
subsidiaries. Our Indian subsidiary, Rosebys Interiors
India Limited (RIIL), has been under liquidation
since July 15, 2014.

Further, the financial statements of subsidiary
companies to the Company available for inspection at
the Registered Office of the Company during business
hours from the date of dispatch of this report till the
date of ensuing AGM and the copy thereof can be
provided upon written request.

For more details on subsidiaries, joint ventures, or
associate companies, please refer to Note 45 on Page
no. 365 of the Annual Report and the statement under
Section 129(3) on Page no. 368 These details are also
available on our website: www.ghcl.co.in.

3. Consolidated Financial Statements:

We are pleased to present the Consolidated Financial
Statements for the year ended March 31, 2025,

prepared in accordance with Indian Accounting
Standards (Ind AS), as mandated by Regulations 33 and
34 of SEBI Listing Regulations.

These financial statements provide a comprehensive
view of our financial performance and position,
covering our operations, assets, liabilities, revenue,
and expenses, along with those of our subsidiaries. By
consolidating this information, we offer stakeholders a
clear and complete picture of our overall financial health.

Through these statements, we reaffirm our
commitment to transparency, accountability, and
regulatory compliance, ensuring that our investors,
shareholders, and regulatory authorities have a well-
rounded understanding of GHCL's financial standing.

4. Corporate Governance:

At GHCL, we are committed to upholding the highest
standards of corporate governance, recognizing its
critical role in promoting transparency, accountability,
and credibility. We strictly adhere to SEBI's Corporate
Governance norms and continuously adopt best
practices across key areas, including board composition,
independent directorship, board committees, risk
management, internal controls, ethical conduct, and
stakeholder engagement.

As part of our Annual Report, we provide a
comprehensive Corporate Governance Report, in line
with Regulation 34 of SEBI Listing Regulations. This
report offers valuable insights into our governance
structure, policies, and practices. Additionally, our
auditors certify our compliance with Corporate
Governance norms, reinforcing our commitment to
regulatory excellence and ethical business conduct.

By maintaining strong governance standards, we strive
to build trust, integrity, and long-term sustainability,
ensuring that we continue to create value for our
stakeholders and strengthen our relationships with them.

5. Board Meetings:

The Board of Directors follows a structured and
strategic approach to conducting meetings, ensuring
timely decision-making and effective governance.
While meetings are typically scheduled in advance, the
Board also convenes on shorter notice when urgent
matters require immediate attention.

During the financial year ending March 31, 2025, the
Board held six meetings, where directors reviewed

and discussed the Company's strategic direction,
operational progress, and financial performance.
Details of these meetings, including dates and
key agenda items, are available in the Corporate
Governance Report.

The meetings were conducted in full compliance
with the Companies Act, 2013, and SEBI Listing
Regulations, ensuring that governance standards
were upheld. This structured approach promotes
transparency, accountability, and informed decision¬
making, reinforcing GHCL's commitment to sustainable
growth and long-term success.

6. Directors:

The Board of Directors is pleased to announce key
appointments and confirmations.

• Mr. Ravi Shanker Jalan, Managing Director, is
retiring by rotation and has offered himself
for re-appointment. The Board recommends
his re-appointment at the upcoming Annual
General Meeting (AGM).

• Based on the recommendations of the Nomination
and Remuneration Committee, shareholders have
re-appointed Dr. Manoj Vaish, Justice Ravindra
Singh (Retd.), and Mr. Arun Kumar Jain (Ex-IRS)
as Independent Directors for a second term from
April 1, 2024, to March 31, 2029.

• Based on the recommendations of the
Nomination and Remuneration Committee and
the Board of Directors, Mr. Neelabh Dalmia (DIN:
00121760) be and is hereby re-appointed as a
Whole Time Director designated as Executive
Director (Growth & Diversification Projects) of
the Company, for a period of 5 years with effect
from February 1, 2025.

• Dr. Lavanya Rastogi, Independent Director,
completed his tenure on March 31, 2024. Dr.
Lavanya Rastogi ceased from directorship of
the Company effective from April 1, 2024. The
Board expresses gratitude for the contributions
of outgoing director Dr. Lavanya Rastogi.

All Independent Directors have confirmed their
independence and compliance with Section 149(6) of
the Companies Act, 2013 and rules made thereunder,
and relevant SEBI Listing Regulations. Additionally, no
director is debarred from holding office by any SEBI
order or any other regulatory authority.

The Board affirms that all Independent Directors
possess the integrity, expertise, and experience
required for their roles. They are enrolled in the
Independent Directors' Databank with the Indian
Institute of Corporate Affairs (IICA). Of the four
Independent Directors, two are exempt from the online
proficiency test, while the other two have successfully
cleared the test within the stipulated time.

7. Lead Independent Director:

On August 1, 2024, the Board re-appointed Dr. Manoj
Vaish, Independent Director and Chairman of the Audit
& Compliance Committee, as the Lead Independent
Director. His role is instrumental in strengthening
governance, facilitating independent oversight, and
enhancing board effectiveness.

The specific roles and responsibilities of the Lead
Independent Director are detailed in the Corporate
Governance Report within the Annual Report.

8. Nomination and Appointment of Directors:

Details on the nomination and appointment process
of Directors, including the core skills, expertise,
and competencies of the Board, are provided in the
Corporate Governance Report within the Annual Report.
This section offers valuable insights into our governance
framework, ensuring transparency, accountability, and a
well-structured approach to director selection.

9. Key Managerial Personnel:

In accordance with Section 203, read with Section
2(51) of the Companies Act, 2013, the following
executives continue to serve as Key Managerial
Personnel (KMP) of GHCL:

• Mr. Ravi Shanker Jalan - Managing Director

• Mr. Raman Chopra - CFO & Executive
Director (Finance)

• Mr. Bhuwneshwar Mishra - Vice President -
Sustainability & Company Secretary

10. Familiarization Program for Independent Directors:

At GHCL, we have a structured orientation program
designed to help new Independent Directors (IDs)
seamlessly integrate into the Board. This program
includes comprehensive sessions led by Executive
Directors and the Company Secretary, covering key
aspects such as company operations and business

model, corporate structure and governance framework
and roles, responsibilities, and regulatory obligations.

Additionally, upon request, site visits to our
manufacturing plants and CSR initiative locations are
arranged, providing firsthand exposure to our business
operations and social impact.

To further enhance their knowledge and expertise, all
Independent Directors have access to "Skillsoft", an
online learning platform offering specialized courses
on ESG, risk management, stakeholder engagement,
CSR, and cybersecurity. They are actively encouraged
to complete these courses to stay updated on evolving
governance trends and industry best practices.

During the financial year 2024-25, GHCL organized
a plant visit for all Board members, providing them
with a firsthand understanding of our operations. As
part of this visit, the Board interacted with the senior
management team of the Soda Ash division and also
toured CSR initiative sites, gaining valuable insights
into our social impact efforts.

Additionally, the senior functional management team
conducted comprehensive presentations, outlining
their strategies, key challenges, and future growth
plans, ensuring that the Board remains well-informed
and aligned with the Company's long-term vision.

Policy awareness Program

In the financial year 2024-25, GHCL Limited focused
on awareness of its nine Business Responsibility and
Sustainability Reporting (BRSR) Policies and other
statutory policies (i.e. (i) Policy for Determination of
Materiality, (ii) Nomination & Remuneration Policy, (iii)
Policy on Materiality of Related Party Transactions on
Dealing with Related Party, and (iv) Code of Conduct
for Board of Directors and Senior Management) among
its directors and employees. A training program was
introduced to ensure a thorough understanding of
these policies, including the nine principles outlined in
the BRSR Policy.

The program was integrated with the Success-Factors
platform for easy access to materials and participation
in an examination linked directly to the learning
management system. Participants engaged with the
policies through an awareness test series.

Clear qualification criteria were set, and upon successful
completion, participants received a certificate signed
by key executives. The program ran from September
17, 2024, to March 31, 2025, with approximately 27%
of employees qualifying for the test. All the Board
members passed the tests.

Promoting policy awareness is vital for organizational
growth and regulatory compliance, underscoring
GHCL Limited's commitment to transparency and
accountability.

For further details, please refer to the Corporate
Governance section of our Annual Report, highlighting
our dedication to informing Independent Directors for
effective contributions to Board decisions.

11. Board Evaluation:

In line with the Companies Act, 2013, SEBI Guidance
Note on Board Evaluation, and SEBI Listing
Regulations, the Board conducted its annual evaluation
during its meeting on May 6, 2024. Additionally, a
separate meeting of Independent Directors was held
on April 15, 2024, to evaluate the performance of
Non-Independent Directors, the Board as a whole, and
its committees.

To enhance efficiency and ensure secure data
management, we conducted the evaluation process
using an electronic application, reducing paper
usage and streamlining responses. The evaluation
framework was based on the SEBI Guidance Note on
Board Evaluation, focusing on key parameters such
as committee structure, effectiveness of meetings,
strategic oversight, and governance practices.

The Board's evaluation covered critical areas such as roles
and responsibilities, competencies, strategic direction,
risk management, diversity, and industry relevance. A
comprehensive questionnaire was circulated to assess
Directors' knowledge, independence, involvement
in decision-making, strategic engagement, and risk
awareness. The evaluation also included an assessment
of the Chairman's leadership, coordination, and
facilitation skills.

The Nomination and Remuneration Committee (NRC)
reviewed the performance of individual Directors based
on their contributions to the Board and its committees.
Additionally, the profit-based commission for Directors

was determined, ensuring that remuneration aligns
with individual and overall Board performance.

This structured evaluation process strengthens Board
effectiveness, enhances individual contributions,
and ensures fair and performance-driven
remuneration, reinforcing our commitment to strong
corporate governance.

12. Nomination and Remuneration Policy:

The Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee
(NRC), has approved the Nomination and Remuneration
Policy for Directors, Key Managerial Personnel (KMP),
and all other employees.

This policy is designed to:

• Attract, retain, and motivate highly
qualified professionals.

• Ensure market-competitive compensation aligned
with industry standards.

• Provide performance-based rewards that
drive excellence.

• Ensure compliance with statutory and
regulatory requirements.

It serves as a guiding framework for managing
nominations and remunerations effectively, ensuring
alignment with the Company's objectives and best
industry practices.

The complete Nomination and Remuneration Policy is
available on our website:

Nomination & Remuneration Policy.

13. Managerial Remuneration & Particulars of
employees:

In compliance with Section 197(12) of the Companies
Act, 2013, and Rules 5(1) to (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Annual Report includes
detailed disclosures on managerial remuneration and
employee compensation, presented in Annexure II.

This annexure provides a comprehensive statement
of employees receiving remuneration exceeding the
prescribed limits, alongwith key details of the remuneration
structure for Directors, Key Managerial Personnel (KMP),
and senior management. These disclosures uphold our

commitment to regulatory compliance, fairness, and
transparency in remuneration reporting.

14. Secretarial Audit and other Certificates:

As per Section 204 of the Companies Act, 2013, every
listed company is required to conduct a Secretarial
Audit and attach a Secretarial Audit Report to its
Board's Report, issued by a Company Secretary in
practice, in the prescribed format.

At GHCL, we have adopted a proactive and ongoing
secretarial audit practice throughout the financial
year. Periodic Secretarial Audit Reports were regularly
placed before the Audit & Compliance Committee and
the Board, enabling early detection of compliance gaps
and ensuring continuous improvement in governance
and reporting standards.

The Secretarial Audit Report for the financial year
ended March 31, 2025, is annexed to the Board's
Report as part of the Annual Report. The report is
unqualified, self-explanatory, and does not require any
further comments, reflecting GHCL's commitment to
strong compliance and governance practices.

Also, as per Regulation 24A of the SEBI Listing Regulations,
the Company has obtained an Annual Secretarial
Compliance Report from our Secretarial Auditor Dr. S.
Chandrasekaran of Chandrasekaran Associates, Practicing
Company Secretaries, confirming compliances with all
applicable SEBI Regulations, Circulars and Guidelines for
the year ended March 31, 2025.

15. Secretarial Standards:

GHCL remains fully committed to complying with the
Secretarial Standards prescribed by the Institute of
Company Secretaries of India (ICSI) and notified by
the Ministry of Corporate Affairs (MCA), Government
of India. These standards serve as essential guidelines
for ensuring regulatory compliance, governance
excellence, and best corporate practices.

16. Listing Status

GHCL's equity shares are listed on BSE Limited and
National Stock Exchange of India Limited. We paid the
annual listing fees for 2024-25 and 2025-26, ensuring
continued listing and trading. Our commitment to
regulatory compliance and good governance remains

steadfast as we maintain a strong relationship with the
stock exchanges.

17. Web-link for annual return and other policies /
documents:

The Annual Return in Form MGT 7, as required
by Section 92(3) read with Section 134(3)(a)
of the Companies Act, 2013, and Rule 12(1) of
Companies (Management and Administration)
Rules, 2014, is available on our website at this link
https://ghcl.co.in/wp-content/uploads/2025/06/
GHCL Annual-Return 2024-25.pdf

Additionally, other policies and documents of the
Company are also accessible on the Company's website
as per statutory requirements.

18. Corporate Social Responsibility (CSR):

GHCL is deeply committed to inclusive growth and
has been actively engaged in holistic community
development since its inception. Through the GHCL
Foundation Trust, we have expanded our CSR initiatives,
reaching a broader spectrum of beneficiaries, supporting
marginalized communities, and strengthening social
infrastructure for long-term well-being.

Our CSR activities are guided by a comprehensive CSR
Policy, ensuring a structured and impactful approach.
The policy details can be accessed on our website
www.ghcl.co.in. with the direct link available at : https://
ghcl.co.in/wp-content/uploads/2024/05/CSR-Policy.pdf

For the financial year 2024-25, GHCL spent H 20.57
Cr. towards CSR initiatives, exceeding the statutory
minimum requirement of H 20.42 Cr. (2% of the average
net profits of the last three financial years). Additionally,
the Company spent H 1.29 Cr. towards unspent CSR
obligations from the previous year, in full compliance
with Section 135 of the Companies Act, 2013.

The CSR Committee, chaired by Mr. Anurag Dalmia,
actively oversaw these initiatives and convened one
meeting during the year. Our CSR efforts focus on key
impact areas such as agriculture, healthcare, education,
vocational training and women empowerment, all
aligned with Schedule VII of the Companies Act, 2013.

A detailed report on CSR activities is annexed as
Annexure III to this report.

19. Business Responsibility and Sustainability Report
(BRSR):

In accordance with Regulation 34(2)(f) of the SEBI
Listing Regulations, and the National Guidelines on
Responsible Business Conduct (NGRBC) issued by the
Ministry of Corporate Affairs, companies are required
to prepare a Business Responsibility and Sustainability
Report Core (BRSR Core). This requirement, introduced
in the last financial year, replaced the Business
Responsibility Report (BRR) and aligns with global
reporting frameworks such as GRI, SASB, TCFD, and
Integrated Reporting.

As of December 31, 2024, GHCL Limited ranked 705th
position on NSE and 714th position on BSE by market
capitalization, falling within the scope of this regulation.
While external assurance is not mandatory, GHCL has
voluntarily opted for limited assurance to enhance the
credibility and reliability of its BRSR Core.

The BRSR Core has been independently assessed
and assured by Sustainability Actions Pvt. Ltd. and is
available on the Company's website as well as in the
Annual Report. The limited assurance process reviewed
GHCL's policies related to NGRBC, quantitative metrics,
data collection mechanisms, and overall governance
frameworks, ensuring accuracy and transparency in
sustainability reporting.

20. Composition of Audit and Compliance Committee

The Audit and Compliance Committee has been
constituted in compliance with Section 177 of the
Companies Act, 2013, Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, and
Regulation 18 of the SEBI Listing Regulations. Details
of its composition are provided in the Corporate
Governance Report.

The committee plays a critical role in overseeing and
monitoring the financial reporting process, ensuring
adherence to the highest standards of transparency,
integrity, and accuracy. Its primary objective is to
provide independent and effective supervision,
fostering robust financial governance and strengthening
stakeholder confidence in the Company's financial and
compliance practices.

21. Composition of Stakeholders Relationship
Committee (SRC):

The Stakeholders Relationship Committee (SRC) has
been constituted in accordance with Section 178(5)

of the Companies Act, 2013, and Regulation 20 of the
SEBI Listing Regulations. The composition details are
provided in the Corporate Governance Report.

The committee is responsible for resolving grievances
raised by the Company's security holders, including
issues related to share transfers, non-receipt of annual
reports, non-receipt of dividends, and other investor
concerns. Its primary objective is to ensure efficient
and timely redressal of shareholder queries, thereby
enhancing investor confidence and trust.

To further strengthen investor communication, the
Company has published its 'Investors' Grievance
Redressal Policy', which is available on our website:
Investor Grievance Redressal Policy.

22. Composition of Nomination and Remuneration
Committee (NRC)

The Nomination and Remuneration Committee (NRC)
has been constituted in compliance with Section 178
of the Companies Act, 2013, Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, and
Regulation 19 of the SEBI Listing Regulations.

The NRC is responsible for identifying and evaluating
the qualifications, attributes, and independence of
directors, as well as formulating and recommending
the remuneration policy for Directors, Key Managerial
Personnel (KMP), and other employees.

The committee is chaired by an Independent Director,
with all its members being Independent Directors,
ensuring unbiased decision-making and adherence to
best governance practices. Further details about the
committee's composition and role are available in the
Corporate Governance Report.

23. Vigil Mechanism / Whistle Blower Policy

GHCL Limited is committed in promoting a fair,
transparent, and ethical work environment that upholds
the highest standards of professionalism, integrity,
and accountability. As part of this commitment, the
Company has established a comprehensive "Whistle
Blower Policy", ensuring a secure and fearless platform
for employees, directors, and stakeholders to report
concerns without fear of retaliation. The Board of
Directors revised this policy in their meeting on May 6,
2024 to further strengthen its effectiveness.

The Whistle Blower Policy encourages individuals
to report any unethical behavior, suspected fraud, or
violations of GHCL's Code of Conduct and Ethics Policy.
This mechanism serves as a crucial tool for maintaining
a culture of transparency and corporate integrity.

Further details on the Whistle Blower Policy can be
found in the Corporate Governance Report and are
also available on the Company's website.

24. Related Party Transactions:

GHCL Limited has not entered into any significant
related party transactions with its Promoters, Directors,
Key Managerial Personnel, or other designated persons
that could create a potential conflict of interest with
the Company. As a result, the disclosure requirement
under Section 134(3)(h) of the Companies Act, 2013, in
Form AOC-2 is not applicable.

All related party transactions are subject to a
rigorous review and approval process by the Audit &
Compliance Committee. For recurring transactions
conducted on an arm's length basis and in the ordinary
course of business, prior omnibus approval is obtained
from the Committee. Additionally, on a quarterly
basis, a comprehensive statement of all related party
transactions, along with a Certificate from the Chief
Financial Officer (CFO), is presented to both the
Committee and the Board.

None of the Directors have any material pecuniary
relationships with the Company. The Related Party
Transactions Policy, which was reviewed and revised
during the year, is available on the Company's
website for reference.

25. Particulars of Loans, Guarantees or Investments:

Details of loans, guarantees, and investments made
under Section 186 of the Companies Act, 2013, are
provided in the notes to the Financial Statements.
These disclosures include comprehensive information
on the nature, terms, conditions, and any related party
transactions associated with these financial activities.

These disclosures ensure that stakeholders have
a clear understanding of the Company's financial
commitments. We encourage stakeholders to refer
to the Financial Statements for a detailed overview,
reinforcing our commitment to regulatory compliance
and accountability.

26. Risk and Sustainability Committee:

The Risk & Sustainability Committee, constituted in
compliance with Regulation 21 of the SEBI Listing
Regulations, plays a key role in overseeing governance,
risk management, sustainability, and compliance (GRC).
Details of the committee's composition and activities
are available in the Corporate Governance Report.

At GHCL Limited, we recognize that various internal
and external factors can impact our business value
chain, making systematic risk management essential
for long-term sustainability and resilience. While the
Board holds overall responsibility for risk oversight,
the Risk & Sustainability Committee provides strategic
guidance on the implementation and execution of the
Company's Risk Management Policy.

Risk management is embedded in our corporate
culture, with operational heads ensuring the policy is
effectively implemented and senior executives acting
as risk owners. This structured approach fosters a risk-
aware organization, enabling proactive identification
and mitigation of potential challenges.

The Board-approved Risk Management Policy
is available on our website at given link: https://
ghcl.co.in/wp-content/uploads/2024/05/Risk-
Management-Policy.pdf

27. Conservation of Energy, Technology Absorption,
Foreign Exchange Earning, and Outgo

In line with Section 134(3)(m) of the Companies
Act, 2013, and Rule 8 of the Companies (Accounts)
Rules, 2014, GHCL remains committed to energy
conservation, technological advancements, and
optimizing foreign exchange transactions.

A detailed report on these initiatives is provided in
Annexure IV, which forms an integral part of this
Board's Report. This annexure outlines the Company's
efforts and achievements in:

• Enhancing energy efficiency through
sustainable practices.

• Adopting and integrating advanced technologies
for operational excellence.

• Foreign exchange earnings and outflows,
reflecting our global business engagements.

We encourage stakeholders to refer to Annexure IV for
a comprehensive overview of our initiatives, reinforcing

GHCL's commitment to sustainability, innovation, and
global business growth.

28. Disclosures under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013:

GHCL is deeply committed to promote a safe, inclusive,
and respectful workplace free from any form of
harassment or intimidation. In line with the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act), the
Company has implemented a comprehensive policy to
prevent and address instances of sexual harassment.

To ensure fair and transparent grievance redressal,
Internal Complaints Committees (ICCs) have been
established at all major locations. These committees are
empowered to handle complaints efficiently, ensuring
a confidential, impartial, and just resolution process.

GHCL also conducts regular awareness programs
to educate employees about their rights and
responsibilities under the POSH Act, promoting a
culture of respect, equality, and inclusivity across
the organization.

We would like to confirm that no complaints related
to sexual harassment were reported during the year,
reflecting the effectiveness of our policies, awareness
initiatives, and commitment to maintaining a safe and
dignified work environment for all employees.

29. Statutory Auditor

S. R. Batliboi & Co. LLP, Chartered Accountants, were
re-appointed as the Statutory Auditor of the Company
at the 38th Annual General Meeting (AGM) held on
June 19, 2021, for a five-year term, extending until the
conclusion of the 43rd AGM.

For the financial year ended March 31, 2025, the
auditor has diligently examined and audited the
Company's books of accounts and has issued an
Independent Auditor's Report. It is to be noted that
the auditor has not reported any frauds to the Audit
& Compliance Committee or the Board under Section
143(12) of the Companies Act, 2013.

30. Auditor's Report:

The Company's Statutory Auditor did not make
any qualification, reservation, adverse remark, or
disclaimer in his Report for the financial year ended

March 31, 2025. Hence, no further explanation or
comment is required under Section 134(3)(f) of the
Companies Act, 2013.

31. Cost Auditor:

The Company maintains cost records as required by
Section 148 of the Companies Act, 2013, and appoints
Cost Auditor to audit these records. R J Goel & Co.
Cost Accountants, New Delhi, has been appointed as
the Cost Auditor for the financial year ending March
31, 2025, based on the recommendation of the Audit &
Compliance Committee. The Cost Audit Report for the
financial year ended March 31, 2024, does not contain
any qualification or adverse remarks. Hence, no need
of any further clarification or explanation.

32. Internal Auditors

As per provisions of Section 138 of the Companies Act,
2013, every Listed Company is required to appoint
an Internal Auditor to conduct internal audit of the
functions and activities of the company. The Board of
Directors, based on the recommendation of the Audit &
Compliance Committee, had approved the appointment
of Sharp & Tannan Associates, Chartered Accountants,
and SPMB & Co. LLP, Chartered Accountants, as the
Internal Auditors of the Company for the financial year
ended on March 31, 2025 to conduct the internal audit
of the activities of the Company.

33. Corporate Insolvency Resolution Process (CIRP)

As reported in the Board's Report for FY 2023-24, the
application filed by HT Media Limited against GHCL
Limited under the Insolvency and Bankruptcy Code,
2016 was dismissed by the Hon'ble NCLT, Ahmedabad,
vide its order dated March 12, 2024, on the grounds
that the claim did not qualify as a 'financial debt' under
Section 5(8) of the Code.

Subsequently, HT Media Limited filed an appeal before
the Hon'ble NCLAT, New Delhi. GHCL has submitted
its detailed reply, and HT Media has filed its rejoinder.
The matter is currently listed for arguments. The
Company has already made the required disclosure to
the Stock Exchanges on August 12, 2024.

34. Directors’ Responsibility Statement:

Based on the framework of internal financial controls
established and maintained by the company, work
performed by the internal, statutory, secretarial and
cost auditors and external agencies including audit

of internal financial controls over financial reporting
by the statutory auditor and reviews performed by
the management and relevant Board's Committees,
including the Audit & Compliance Committee, the Board
is of the opinion that the Company's internal financial
controls were adequate and effective during financial
year 2024-25. Accordingly, pursuant to Section 134(5)
of the Companies Act, 2013, the Board of Directors, to
the best of their knowledge and ability confirm that:

a. in the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures, if any;

b. such accounting policies as mentioned in the
Notes to the Financial Statements have been
selected 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 as at March 31,
2025 and of the profit and loss of the Company
for the financial year ended March 31, 2025;

c. the proper and sufficient care has been taken by
them for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

d. the annual accounts for the financial year ended
March 31, 2025 have been prepared by them on
a going concern basis;

e. proper Internal financial controls have been
followed by the company and that such internal
financial controls are adequate and were
operating effectively; and

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

35. General Disclosures

Your Directors would like to confirm that there
is no instances during FY 2024-25, when the
recommendations of any Committees were not
accepted by the Board.

Further, no disclosure or reporting is required in respect

of the following matters as there is no transaction on

these items during the year under review:

(i) Details relating to deposits covered under
Chapter V of the Act.

(ii) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

(iii) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme
save and except Employees' Stock Options
Schemes referred to in this Report.

(iv) The Company does not have any scheme of
provision of money for the purchase of its own
shares by employees or by trustees for the
benefit of employees.

(v) No significant or material orders were passed
by the Regulators or Courts or Tribunals, which
impact the going concern status and Company's
operations in future.

(vi) There is no Corporate Insolvency Resolution
Process initiated under the Insolvency and
Bankruptcy Code, 2016 except one matter
related to HT Media Limited which was
rejected by the Hon'ble NCLT and now pending
before Hon'ble NCLAT.

36. Acknowledgement:

The Board of Directors extends its heartfelt gratitude
to all our stakeholders—customers, vendors, dealers,
investors, business associates, and bankers—for
their continued trust and support, which has been
instrumental in GHCL's success.

We also express our deep appreciation for the
dedication and hard work of our employees at all
levels. Their commitment, teamwork, and resilience
have played a crucial role in overcoming challenges and
driving the Company toward its goals.

We sincerely thank the Government of India, State
Governments, and regulatory authorities for providing
a supportive business environment and enabling
sustainable growth. We look forward to their continued
cooperation and guidance.

The collective contributions of all stakeholders remain
the foundation of our progress, and we are truly
grateful for their trust, commitment, and partnership in
GHCL's journey forward.

For GHCL LIMITED

Sd/-

Anurag Dalmia

Date: May 8, 2025 Chairman

Place: New Delhi DIN: 00120710