Your Directors have pleasure in presenting their Sixty Fourth Annual Report and Audited Accounts for the year ended March 31,2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS

(H in lakhs)

Transfer to Reserves

During the year under review, the Company has not
transferred any amount to reserves. The Board of Directors
has decided to retain the entire profit of the financial year
2024-25 in the distributable retained earnings.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company
prepared in accordance with relevant Accounting
Standards issued by the Institute of Chartered Accountants
of India form part of this Annual Report. These statements
have been prepared on the basis of audited financial
statements received from the subsidiary companies as
approved by their respective Board of Directors.

Change in the nature of business of the Company or the
Subsidiaries.

As mentioned in this report, the Company has exited
the Energetics business and is disinvesting wholly
owned material subsidiary which is engaged in the
business of Explosives.

No proceedings under IBC

There were no proceedings against your Company under
the Insolvency and Bankruptcy Code, 2016, hence Rule
8(5)/(xi) and (xii) are not applicable. There was no one
time settlement of financial dues etc.

Material changes and commitments

There were 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 these financial statements relate and
the date of this Report. However, in the month of May 2025,

(a) land to the extent of 119 acres has been monetized
for proportionate consideration of Rs. 1523.66 crores as
per the MoU and (b) a wholly owned material subsidiary,
namely, IDL Explosives Limited, is being disinvested.

2. DIVIDEND

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has approved
and adopted a Dividend Distribution Policy. The policy
details various considerations, the Company's dividend
track record, usage of retained earnings for corporate
actions, etc. based on which the Board may recommend
or declare Dividend. The Dividend Distribution Policy is
available on the Company's website at https://goclcorp.
com/investorsroom/policy/DividendDistribution2021.
pdf The said Policy lays down various factors which
are considered by the Board while recommending
dividend for the year.

The Board has in its meeting held on 22nd May 2025
recommended a Dividend of H 10.00 per share (500 %)
for the financial year 2024-25. The dividend (final) on
equity shares, would involve a cash outflow of H 4957.52
Lakhs. This dividend, if approved by the Shareholders at
the ensuing Annual General Meeting, will be paid out of
the profits for the current year to all the Shareholders
of the Company whose names appear on the Register
of Members / Beneficiary details received from the
Depositories as at the date of Book Closure.

Your Company is in compliance with its Dividend
Distribution Policy as approved by the Board.

3. CREDIT RATING

Infomerics Valuation and Rating Private Limited has
assigned a long-term rating of IVR A / RWDI (IVR Single A
/ Rating watch With Developing Implications) and short¬
term rating of IVR A1 / RWDI (IVR A One / Rating watch
With Developing Implications) for the Company.

4. STATE OF AFFAIRS & OPERATIONAL RESULTS

State of Affairs:

As residential habitations in Kukatpally, where the
Detonators factory is situated, have increased over the
years, the factory operations have been ceased. As the
Energetics operations (including Special Projects) of the
Company have been discontinued during the year, the
Company is in the process of monetization of land situated
at Kukatpally, Hyderabad. The Electronics Manufacturing
Service (EMS) business and the Realty business are
being continued. The Realty business consists of a few
commercial properties situated in various parts of the
country. These properties were acquired or developed on
the Company's land over a period of time. However, the
Company is not into dealing in lands. With disinvestment
of its wholly owned material subsidiary, the Company will
have completely exited from the Energetics and Explosives
business. The Board is actively considering the future
course of businesses to be pursued.

Operational results - Standalone:

The total Income of the Company was H 36609 Lakhs
(previous year of H 19160 Lakhs). The profit before tax
was H 21875 Lakhs (previous year H 5589 Lakhs). The
profit after provision for current tax of H 5523 Lakhs and
deferred tax of H (322) Lakhs was H 16674 Lakhs Previous
year 4122 Lakhs resulting in an EPS of H 33.63 for the year
(previous year H 8.32)

Operational results - Consolidated:

On a consolidated basis, the total Income of the Company
was H 103013 Lakhs (H 94903 Lakhs). The profit before
tax was H21733 Lakhs (previous year H 6407 Lakhs). The
profit after provision for current tax of H 6116 Lakhs and
a deferred tax credit of H(104) Lakhs was H15721 Lakhs
(Previous year 4825 Lakhs) resulting in an EPS of H 31.71
for the year (previous year H 9.73)

The wholly owned subsidiary, IDL Explosives Limited
(IDLEL) achieved a total Income of H 55183 Lakhs
(previous year H 62470 Lakhs). The explosive industry
has been continually experiencing high volatility in the
availability and prices of major raw materials coupled
with intense competition over the period with entry of
smaller/unorganised players. The Company thought it in

the interest of all the stakeholders to disinvest this wholly
owned material subsidiary

5. DIVISIONAL PERFORMANCE AND OUTLOOK

5.1 Energetics

The Energetics business achieved an income of
H17527 lakhs. As mentioned elsewhere, residential
areas have increased around the Kukatpally factory. The
Energetics operations being hazardous, as a prudent
measure and avoid risks to the residential areas,
the Energetics operations including Special Projects
at Kukatpally, Hyderabad have been ceased during
year under review.

5.2 Bulk and Cartridge Explosives

Explosives and Cartridges business under the wholly
owned subsidiary, achieved a business turnover of
H 54105 lakhs for the year. This business incurred loss due
to intense competition, low price realization of the finished
products, increase in raw material costs coupled with loss
of business from major PSU customers.

5.3 Electronics

The Electronics Manufacturing Service (EMS) business
achieved an income of H822 lakhs. Our EMS segment
works in the areas of commercial, automotive, IOT,
industrial and defence.

Rapidly growing electronics manufacturing services
(EMS) market in India presents a unique opportunity for
growth, innovation, and collaboration. We are witnessing
a shift towards increased outsourcing by OEMs, driven
by a desire for cost-effectiveness, quality assurance, and
faster time-to-market

At GOCL Electronics Manufacturing, we are focusing on
innovation and sustainability, with our key OEM customers
acting both local and global markets. Many global
electronics manufacturers are relocating their outsourced
manufacturing operations to India to ensure supply chain
stability and address rising costs.

GOCL currently offering ODM services within IOT, Consumer
Electronics and wearable technology. Our Target markets
are mainly low-volume, high-margin segments such as
industrial, medical, and automotive electronics.

GOCL Electronics Manufacturing follows sustainable
and environmentally friendly practices reducing
environmental footprint.

5.4 Special Projects (SP)

The Special Projects business serves the Defence and
Space sectors apart from the Metal Cladding operations.
Major supplies under this segment include Canopy
Severance System (CSS) for aircrafts, Explosive Train for
Electronic Fuze Guanidinium, Azotetrazolate (GZT).

The Special Projects businesses has achieved an income of
H 1086 lakhs during the year under review.

Metal Cladding operations specialise in addressing critical
industry needs through a unique explosive-based method
of bonding dissimilar metals. This advanced technology
enables the metallurgical bonding of various metals like
nickel, copper, titanium, stainless steel, and more, with
carbon steel, alloy steel, and other ductile metals. We
have executed orders for companies engaged in heavy
engineering applications, ship building, power generation,
both in the private and public sector.

5.5 Exports

The Company and its wholly owned subsidiary achieved
export sales of H 3903 lakhs against H 4157 lakhs in the
previous year. Subdued economic conditions in the export
markets coupled with shortage of foreign exchange in
some African countries, has affected the export sales
during the year.

5.6 Property Development
Bengaluru

‘Ecopolis', the Company's mixed-use commercial project
in an area of 38.15 acres, is a joint development project
with Hinduja Realty Ventures Limited. The project is
located in the growth corridor of North Bengaluru, under
development in phases.

Phase 1, of over 14.54 lac sft comprises of office building
‘e3' and Multi Level Car Parking space (MLCP) with a leasable
area of over 7.64 lac sft. ‘e3' is a LEED Gold certified building.
This building has 3 levels of basement to accommodate
clients' car parking requirements with ground floor and 10
upper floors. The MLCP consisting of 11 levels is designed
as an infrastructure bank, which accommodates DG sets on
the ground level, hybrid HVAC chillers on the terrace level
and additional car parks in the remainder levels which will
cater for three buildings in the campus.

The Company is exploring alternate ways of generating
income from the property.

Hyderabad

As Kukatpally in Hyderabad, where the Energetics
manufacturing facilities were situated, has over the
period increasingly got surrounded by residential areas.
As a prudent measure the facilities are being shifted to
Rourkela so as to consolidate at one place and the land is
getting monetized.

The Company had earlier sold 44 acres land at Kukatpally.
In the month of March'24, the Company has entered
into a MoU for monetization of 264.50 acres land for
monetization in about 18 months' time, of which the
Company has so far completed sale of about 142 acres
of land and the sale consideration amounts have been
temporarily deployed in inter corporate loans/deposits.

5.7 Outlook and Plans

The Company is in the process of monetizing balance land
properties situated at Kukatpally, Hyderabad, where the
Energetics operations were carried out earlier.

The Electronics Manufacturing Service (EMS) landscape is
evolving, with a noticeable shift from traditional contract
manufacturing to Original Design Manufacturers (ODMs).
The Company's EMS ‘Go-to-Market' approach is ‘Design
to Delivery' with services includes design, innovation and
niche markets. The EMS activities are widening across the
value chain from plain contract manufacturing to other
areas like Design of PCB, Mechanical & Plastic Parts, Cost
Optimisation, Product localisation, complete box build
assembly and final testing. In order to be able to scale up
the facilities, the Company is creating bigger EMS facilities
near Hyderabad with multi-fold potential. It is expected that
these facilities will be operational in the next few months.

With the exit of main business of Energetics, the Board of
Directors of the Company has been actively considering
the future course of business considering the significant
corpus of financial resources generated from the land
monetization. The parameters being considered in this
regard are future readiness, scalability and potential for
overall value creation.

6. PROMOTER OF THE COMPANY

Hinduja Capital Limited (HCL) Mauritius, earlier known
as Hinduja Power Limited, Mauritius continued to
reinforce their confidence in the long-term prospects
of your Company with their shareholding in the
Company at 72.82%.

7. PUBLIC DEPOSITS

The Company has during the earlier financial year repaid
/ prepaid all the public deposits and there were no
outstanding public deposits at the beginning of the year
under review. The Company has not accepted any public
deposits during the year.

Thus, there are no unpaid, unclaimed or outstanding public
deposits or outstanding interest as at March 31,2025. The
Board of Directors of the Company may consider accepting
fresh public deposits at the appropriate time, as per the
regulatory changes under the Companies Act, 2013.

8. SUBSIDIARIES:

The Company has at present two subsidiaries which are
material subsidiaries.

Out of the two material subsidiaries, one is in India, namely
IDL Explosives Limited. The other material subsidiary,
namely HGHL Holdings Limited is in the UK and is an
investment company.

Infomerics Valuation and Rating Private Limited has
assigned a long-term rating of IVR A- / RWDI (IVR Single
A Minus / Rating watch With Developing Implications)
and short-term rating of IVR A2 / RWDI (IVR A Two
Plus / Rating watch With Developing Implications) for IDL
Explosives Limited, wholly owned subsidiary.

The annual performance of the subsidiaries is as under:

• IDL Explosives Limited reported a loss of H 1843
Lakhs (previous year Loss of H 2088 Lakhs). The
loss was due to low price realization of the finished
products, increase in raw material costs coupled
with loss of business from major PSU customers.
The Company (GOCL) has in the month of May 2025
decided, subject to approval of the Shareholders, to
fully disinvest its wholly owned material subsidiary
considering the operating environment and limited
potential of the industry.

• HGHL Holdings Limited, UK reported a profit of
H 748 Lakhs (previous year Profit of H 2913 Lakhs).
The OWO project, in which HGHL has a minority
stake, is receiving good response and holds potential
for shareholders' value.

In accordance with section 136 of the Companies
Act, 2013, the audited Financial Statements including
Consolidated Financial Statements and related
information of the Company and audited accounts of
the each of its subsidiaries are available on our website
www.goclcorp.com. These documents will also be
available for inspection till the date of AGM during working
hours at our Registered Office. A statement containing
salient features of the financial statement of the above
subsidiaries are disclosed in Form-AOC 1 as ‘Annexure-A'
to this Report.

Overseas subsidiary

HGHL had availed of a Stand-By Letter of Credit (SBLC)
USD 200 million and funded OWO project, a hospitality
and residential project in London, UK. This SBLC facility
availed by HGHL is collaterally secured by the factory
land parcel of the Company at Hyderabad. The Company
(GOCL) continues to receive 100 bps per annum for
providing security for the SBLC. Besides, HGHL has also
a 10% stake in the company implementing the hospitality
project. The Company (GOCL) has recently, replaced the
mortgage security with 100% cash margin by way of a
fixed deposit kept with the bank.

9. HUMAN RESOURCES / INDUSTRIAL RELATIONS:

At GOCL, our people remain at the core of our long¬
term success. In FY 2024-25, the Human Resources
team focused on employee development, leadership
enhancement, and fostering a culture of continuous
learning. Over 35 training sessions were conducted with
a 75% participation rate, covering technical upskilling
in areas like Waste Management, Product Knowledge,

Industrial Safety, and Water Management. We also
prioritized digital capability building through programs
such as Cybersecurity Awareness, SAP PP Module training,
and compliance sessions on Labour Codes, ESIC, POSH,
and tax assessments.

Leadership development remained a key focus, with
senior managers attending national summits and internal
programs to build strategic thinking and resilience.
Behavioral competencies were enhanced through
workshops on communication, teamwork, and leadership
under pressure (DICE). A major strategic initiative
involved expanding and strengthening the Electronics
Team, essential for driving future growth in EMS and
sustainable mobility.

Beyond professional development, employee engagement
was nurtured through various cultural and team-building
activities, including festival celebrations, potlucks, and
milestone events. As we move ahead, GOCL remains
committed to investing in talent through innovative
learning platforms, inclusive practices, and leadership
development—ensuring our workforce is empowered
and future-ready.

Safe Operations & Safety Awareness

Safety being one of the core values of the organization,
builds the foundation for the best safety culture. Safety
remains a top priority for GOCL, and the Company
has implemented rigorous safety processes across its
operations. Safety week celebrations and road safety and
security awareness sessions have reinforced the importance
of adhering to safety norms, encouraging employees to
actively participate in safety drills and procedures.

Safety is being given an utmost importance in day-
today activities and taking necessary steps to create
a safe workplace for employees and safe products. The
Organization is achieved an extraordinary milestone of
7.36 million accident-free man-hours by the end of March
2025. Safety and security review are carried out on a day-
to-day basis at the Management level.

Safety of people and operations being of utmost priority
at GOCL, the Board Safety Review Committee reviews the
safety procedures and practices on a periodic basis with a
view to optimize the effectiveness of the safety culture in
the organization.

Employment Practices & Disclosures:

Your Company believes in fair employment practices and
is committed to provide an environment that ensures that
every employee is treated with dignity and respect and is
provided equitable treatment.

Your Company has adopted a Policy in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules there under. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees

are covered under this policy. No complaint was received
in this regard, during the year. Regular awareness
programmes are conducted and the Company's policies
are propagated through the periodic ‘townhall' meetings
and electronic display boards at various places.

The Company is also in compliance of the provisions
relating to the Maternity Benefit Act 1961.

10. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statements in terms of
Section 134 of the Companies Act, 2013:

(a) that in the preparation of the annual accounts/
financial statements for the financial year ended 31st
March 2025, the applicable accounting standards
had been followed along with proper explanation
relating to material departures, if any;

(b) that the accounting policies as mentioned in the
financial statements were selected and applied
consistently and reasonable and prudent judgments
and estimates were made so as to give a true and fair
view of the state of affairs of the company at the end
of the financial year and of the profit and loss of the
company for that period;

(c) that proper and sufficient care had been taken 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) that the annual accounts were prepared on a
going concern basis;

(e) that proper internal financial controls were in place
and that such internal financial controls are adequate
and were operating effectively; and

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

11. RELATED PARTY TRANSACTIONS

No material related party transactions / arrangements
were entered into during the financial year. Related party
transactions including those approved in earlier years and
continued during the year, were on an arm's length basis
and were in the ordinary course of business. During the year
under review, there were no materially significant related
party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel which may have a
potential conflict with the interest of the Company at large.

All related party transactions / arrangements, mostly
with the wholly owned subsidiaries, are on arm's length
basis and are in the ordinary course of business. The Audit
Committee reviews all the related party transactions on
periodic basis. The policy on Related Party Transactions

as approved by the Board is displayed on the
Company's website.

None of the Directors has any pecuniary relationships
or transactions vis-a-vis the Company. Details of the
transactions with Related Parties are provided in the
accompanying financial statements.

Form AOC - 2 pursuant to Section 134 (3) (h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is set out in the Annexure-AI,
to this report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

In compliance with Section 135 of the Companies Act,
2013 and other applicable provisions, the Company has
constituted Corporate Social Responsibility Committee.
The Committee presently consists of Mr. Sudhanshu K
Tripathi, Non-Executive Director and Chairman of the
Board as Chairman of the Committee, Mr. Aditya Sapru
and Mr. Amar Chintopanth, Independent Directors as the
other Members of the Committee. The CSR Policy of the
Company is displayed on the website of the Company.

The Company has spent about H 89 lakhs during the
financial year 2024-25 towards the CSR purposes.

The Annual Report on CSR activities is annexed herewith
as ‘Annexure- B'. The Chief Financial Officer of the
Company has furnished the certificate under Rule 4 of the
Companies (CSR) Rules, 2014.

13. AUDITORS

Statutory / Financial Audit

Haribhakti & Co. LLP, Chartered Accountants, (Firm
Registration No. 103523W / W100048) was appointed
as Statutory Auditors of the Company at the 61st Annual
General Meeting of the Company held in 2022 for a period
of five years from conclusion of the 61st Annual General
Meeting until the conclusion of 66th Annual General
Meeting of the Company.

The Auditors' Report for FY 2025 does not contain
any qualification, reservation or adverse remark. The
Report is enclosed with the financial statements in
this Annual Report

Cost Records and Cost Audit

In terms of Section 148 of the Companies Act 2013 and
the Companies (Cost Records & Audit) Rules, 2014, the
Company, being manufacturer of Detonators, Detonating
Fuse, Explosives, etc. maintains proper cost records as
specified by the Central Government and is also required
to appoint a cost auditor. Accordingly, the Board of
Directors has appointed M/s Narasimha Murthy & Co.,
Cost Accountants, Hyderabad as the Cost Auditors of the
Company for the financial year 2024-25.

The Cost Audit Report does not contain any qualifications,
reservations, adverse remarks or disclaimers.

Secretarial Audit

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board has appointed M/s Ravi & Subramanyam,
Company Company Secretaries, Hyderabad to undertake
the Secretarial Audit of the Company for the financial
year 2024-25. The Secretarial Auditors' Report for the FY
2024-25 does not contain any qualification, reservation or
adverse remark, except about an intermittent gap in the
composition of the Board during the year due to retirement
of an independent director. The Board has deliberated
on the matter and observed that it fully appreciates the
importance of strict adherence to regulatory requirements.
The Board after due analysis noted that the stated gap was
unintentional; and possible efforts were made to fill the
vacancy within the applicable timeline. However, considering
the level of competence, skills, experience and seniority
required for the said position, it took considerable time to
identify and finalize the potential candidate. The Board also
emphasized that going forward prescribed timelines and
compliances will have to be adhered to diligently. There is
no impact on the business and operations of the Company.
Corrective action has been already taken by appointment of
another woman independent director. The Secretarial Audit
Report is annexed herewith as ‘Annexure C1'.

Secretarial Audit of Material Unlisted Indian Subsidiary

Secretarial Audit of IDL Explosives Limited, the material
unlisted Indian subsidiary of the Company was also
undertaken by M/s Ravi & Subramanyam Company
Secretaries, Hyderabad for the financial year 2024-25 and
their Report is annexed ‘Annexure C2' to this Report in
terms of Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year
2024-25 for all applicable compliances as per Securities
and Exchange Board of India Regulations and Circulars/
Guidelines issued thereunder. The Annual Secretarial
Compliance Report issued by M/s Ravi & Subramanyam,
Company Secretaries, Hyderabad has been submitted to
the Stock Exchanges within the specified time and same is
annexed here with as ‘Annexure C3'.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and adopted under the Act.

Internal Auditor

In terms of Section 138 of the Companies Act 2013, The
Board of Directors of the Company has appointed Ernst &
Young LLP as Internal Auditors to conduct Internal Audit
of the Company for FY 2024-25. The Company also has an
in-house internal audit department.

Remarks in the Audit Reports

There was no qualification, reservation or adverse
remark or disclaimer in the auditors' report and the
cost audit report. The secretarial audit report contained
an observation relating to an intermittent gap in the
composition of the Board of Directors due to retirement of
an independent director which was filled-in expeditiously.

Reporting of Frauds by Auditors.

During the year under review, the Statutory Auditors,
Internal Auditors, Cost Auditors and Secretarial Auditor
have not reported any instances of frauds committed in
the Company by its Directors or Officers or Employees
to the Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be
mentioned in this Report.

14. INTERNAL FINANCIAL CONTROLS:

In order to ensure orderly and efficient conduct of the
business, safeguard the assets, ensure the accuracy
and completeness of the accounting records and timely
preparation of reliable financial information and financial
statements, the Company has put in place adequate
Internal Financial Controls in the form of various policies
and procedures. Adequacy and effectiveness of the
Internal Financial Controls of the Company are validated
on annual basis by an external firm who provide assurance
to the Board and the statutory Auditors.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In terms of the requirements of the Companies Act, 2013
and Regulation 22 of Listing Regulations, the Company
has a vigil mechanism to deal with instance of fraud and
mismanagement, if any. The details of the vigil mechanism
are displayed on the website of the Company. The Audit
Committee reviews the functioning of the vigil / whistle
blower mechanism from time to time. There were no
allegations / disclosures / concerns received during
the year under review in terms of the vigil mechanism
established by the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Particulars of other loans, guarantees, securities and
investments made by the Company, are in the notes to the
financial statements forming part of the Annual Report.

There were no loans or advances in the nature of loans to
firms/companies in which directors are interested, either
by the Company or its subsidiaries.

17. TRANSFER OF UNCLAIMED DIVIDENDS AND
SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND:

During the year under review, your Company transferred
unclaimed dividend amount of H 7,90,342 (pertaining

to dividend for FY 2016-17) to the Investor Education
and Protection Fund in compliance with the applicable
provisions of the Companies Act, 2013. Your Company
also transferred during the year 16,174 shares to the
IEPF Authority, in respect of which dividend had remained
unclaimed for a consecutive period of 7 years. The Company
Secretary is the Nodal Officer under the IEPF Rules.

The concerned Shareholders, whose dividend is unclaimed,
are requested to claim their dividends by contacting the
Company/ its Registrar & Transfer Agent (RTA).

18. DIRECTORS and KMPs

During the year there were some changes in
composition of the Board of Directors of the Company as
mentioned herein-below.

During the year under review, Mr. Pankaj Kumar (DIN-
08460825) who was Managing Director & Chief
Executive Officer, left the services of the Company
effective from end of June 2024 to pursue career options
outside the Company.

Mr. Ravi Jain (DIN-09184688), Chief Financial Officer was
appointed as a Whole Time Director, initially for a period
of 2 (two) years with effect from July 4, 2024 which was
approved by the Shareholders at the previous annual
general meeting held in the month of September 2024.

Ms. Kanchan Chitale (DIN-00007267), Independent
Director has retired on 24th September 2024 after
completing her second term. The Board has expressed
its appreciation for the guidance and support provided by
Ms. Kanchan Chitale since 2009.

Having satisfied with her integrity, expertise and
experience, the Board had appointed Mrs. Manju Agarwal
(DIN-06921105) as an Independent Director of the
Company effective from 28th November 2024 and
the same was approved by the Shareholders by way of
a postal ballot.

Mr. Sudhanshu Tripathi (DIN-06431686), Non¬
Independent and Non-Executive Director, who retires by
rotation at the ensuing Annual General Meeting of the
Company, has desired not to seek re-appointment.

Mr. Sudhanshu Tripathi has been on the Board of the
Company since 8th February 2019. He has made
significant and distinct contributions that have greatly
supported the growth and development of the Company,
and the Board sincerely appreciates and acknowledges
his dedicated services and valuable role throughout his
tenure on the Board.

On the recommendation of the Nomination and
Remuneration Committee, the Board has on 2nd July
2025 appointed Mr.M.Vasudev Rao (DIN-00042884) as an
Additional Director (Non-Executive, Non-Independent).
Resolution proposing his appointment as a Director of

the Company forms part of the Notice of the 64th Annual
General Meeting.

There were no pecuniary relationships or transactions
with / among any Directors other than payment of sitting
fees and Directors' Commission. There were no stock
options issued to any Directors.

Declaration - Independent Directors

The Independent Directors have furnished declarations of
independence under Section 149 of the Companies Act,
2013 and Regulation 25 of SEBI (LODR) Regulations, 2015
(Regulations). They have also confirmed 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 judgment and without any external influence.

Further, the Board after taking these declarations/
disclosures on record and acknowledging the same,
opined that the Independent Directors fulfil the conditions
specified in the Regulations, are persons of integrity,
possess the relevant expertise and experience to qualify
as Independent Directors of the Company and are
independent of the Management.

All the Directors of the Company including the Independent
Directors have affirmed Codes of Conduct as applicable.
None of the Directors are disqualified to act as Directors.
The Company has obtained a certificate to this effect
from a Practising Company Secretary and is furnished in
the Annual Report.

Criteria for determining qualifications, positive
attributes and independence of a director

The Nomination and Remuneration Committee (NRC)
formulates the criteria for determining qualifications, positive
attributes and independence of directors while making its
recommendation to the Board. The core skills / competencies
/ expertise on the following lines are considered for the
purpose - Management & Leadership Experience; Functional
& Managerial Experience; Manufacturing & Marketing; Public
Sector practices; Financial Management; Chemicals and
Energy Industry experience.

The NRC has in an earlier year recommend to the Board
a policy, relating to the remuneration for the directors,
key managerial personnel and other employees of the
Company and the same is available on the following
weblink: https://goclcorp.com/investorsroom/policy/

Remuneration2019.pdf

Number of Board Meetings and attendance

The number and details of the meetings of the Board
and other Committees are furnished in the Corporate
Governance Report.

There was no instance of recommendation of a Board
Committee has not been accepted by the Board.

Registration of Independent Directors in Independent
Directors Databank

All the Independent Directors of the Company have
been registered and are members of Independent
Directors Databank maintained by Indian Institute of
Corporate Affairs.

Disclosure of Expertise / Skills / Competencies of the
Board of Directors

The list of core skills / expertise / competencies identified
by the Board of Directors of the Company as required
in the context of its business (es) and sector(s) for it to
function effectively and those actually available with the
Board, form part of the Corporate Governance Report.

Directors' Appointment and Remuneration Policy

The Nomination and Remuneration Committee is
responsible for developing competency requirements
for the Board based on the industry and strategy of the
Company and formulates the criteria for determining
qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178 (3) of
the Act and the Listing Regulations. The Board has in an
earlier year, on the recommendations of the Nomination
and Remuneration Committee, framed a policy for
remuneration of the Directors and Key Managerial
Personnel. The objective of the Company's remuneration
policy is to attract, motivate and retain qualified and expert
individuals that the company needs in order to achieve its
strategic and operational objectives, whilst acknowledging
the societal context around remuneration and recognizing
the interests of Company's stakeholders. There is no
change in the policy during the year under review.

The Non-Executive Directors (NED) are remunerated by way of
Sitting Fee for each meeting attended by them and an annual
commission on the profits of the Company. Commission to
respective non-executive directors is determined on the
basis of an objective criteria discussed and agreed upon by
the Committee Members unanimously. NEDs are reimbursed
any out of pocket expenses incurred by them in connection
with the attendance of the Company's Meetings.

Directors and Officers Liability Insurance (‘D&O')

As per the requirements of Regulation 25(10) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has taken Directors and
Officers Liability Insurance (‘D and O insurance') for all its
Directors and members of the Senior Management.

Annual performance evaluation of the Board, Committees
and the Directors

Annual performance evaluation of the Board, Committee
and the Directors is undertaken through a third party,
by eliciting the views of all the concerned by way of

questionnaires. The report of the evaluation is presented
to the Board and the individual Directors. Improvement
areas, if any, identified are acted upon expeditiously.

Particulars of Employees and Remuneration

The information required under Section 197 (12) of the
Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
annexed as ‘Annexure D'. The information required under
Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
provided in the Annexure forming part of the Report. None
of the employees listed in the said Annexure is related to
any Director of the Company.

19. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is annexed herewith as ‘Annexure E'.

20. INFORMATION ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE
Limited and the National Stock Exchange of India Limited
and the Listing Fees have been paid to them up to date.

21. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability report
(BRSR) for the year ended March 31, 2025 forms part
of this Annual Report as required under Regulation
34(2) (f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as ‘Annexure-F'.

22. CORPORATE GOVERNANCE

A separate report on Corporate Governance along with
the Auditors' Certificate on its compliance with the
corporate governance requirements under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”) is attached as ‘Annexure G' and
forms part of this Report.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

During the year under review, there were no significant or
material order(s) passed by the Regulators / Courts which
would impact the going concern status of the Company
and its future operations.

24. ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) of the
Companies Act, 2013, the Annual Return in Form MGT-
7 is available at the weblink: https://goclcorp.com/
investorsroom/annualreturns/Form MGT 7-GOCL
Corporation-2024-25.pdf

25. DISCLOSURE UNDER FOREIGN EXCHANGE
MANAGEMENT ACT, 1999

The Company adheres to the Foreign Exchange
Management Act, 1999 and the Regulations thereunder
with respect to downstream investments made by it.

26. RISK MANAGEMENT PROCESS / POLICY

Details of development and implementation of risk
management policy / framework of the Company
including identification of elements of risks form part
of the Management Discussion and Analysis. The
Risk Management Committee of the Board reviews
and overseas the risk management process of the
Company. This process consists of identification of
risks, prioritizing the risks on the basis of likelihood of
an adverse event and potential impact, development
of mitigation plans and tracking of the risk mitigation
parameters from time to time.

27. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

A detailed review of operations, performance and future
outlook of your Company and its businesses is given in the
Management Discussion and Analysis, as stipulated under
Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

28. OTHER DISCLOSURES

Share Capital

During the year under review, there has been no change in
the Authorized and Paid up Share Capital of the Company.

Prevention of Insider Trading

Your Company has adopted a Code of Conduct for
Prevention of Insider Trading, in accordance with the
SEBI (Prohibition of Insider Trading) Regulations 2015
applicable for all the Designated Persons and their
Immediate Relatives. This Code is available on the
Company's website at www.goclcorp.com.

Designated Person - Beneficial Interest in Shares of the
Company

Pursuant to Rule 9 of the Companies (Management and
Administration) Rules, 2014, the Company Secretary is the
designated person responsible for furnishing information
and extending cooperation to the Registrar in respect of
beneficial interest in the Company's shares.

ACKNOWLEDGEMENTS

Your Directors would like to express and place on record their
appreciation for the continued co-operation and support
received from the Shareholders, Banks, Government of
India, various State Government, regulatory authorities and
agencies, customers, vendors during the year under review.
Your Directors also place on record their deep appreciation to
the employees for their continued dedication, commitment,
hard work and significant contributions to the Company in very
competitive market conditions. The Directors also thank the
Company's investors, business associates, for their continued
co-operation and support.

for and on behalf of the Board of Directors
Sudhanshu Tripathi

Place: Mumbai Chairman

Date: July 2, 2025 DIN: 06431686