Your Directors are pleased to present the Fortieth (40^th) Annual
Report of your Company together with the Audited Financial
Statements of the Company for the Financial Year ended
31^st March, 2025.

FINANCIAL PERFORMANCE:

Dividend:

Your Directors are happy to recommend a Dividend of ' 4.09
(Rupees Four & Paise Nine) per share on 15,52,15,944 Equity
Shares of ' 10/- each fully paid up, for the year ended on 31^st
March, 2025 (Previous year ' 3.95 per share). The Dividend,
if approved by the Shareholders at the ensuing 40^th Annual
General Meeting (AGM), shall be paid to those Members, whose
names appear in the Register of Members of the Company as on
12^th September, 2025. In respect of Shares held in dematerialized
form, it will be paid to Shareholders whose names are furnished
by National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL), as beneficial owners
as on 12^th September, 2025.

OPERATIONS

Surat Lignite Power Plant (SLPP):

Phase-I (2 x 125 MW Units 1 & 2):

During the year under review, Phase-I generated 1513.626
Million Units (MUs) with 69.12% Plant Load Factor (PLF) against
the Budgeted target of 1664.364 MUs with 76.00% PLF. Plant
availability was 83.89% against the Budgeted target of 83.42%.
Commercial availability was 70.14% against the Budgeted
target of 75.70%. Plant Performance was affected mainly due
to increase in system partial loading and increase in Unit-1
Overhauling duration. Increase in System partial loading was
mainly due to heavy and continuous rain during monsoon and
extended monsoon. Unit-1 Planned Outage was taken from
15/11/2024 to 22/12/2024 for Overhauling. Unit-2 planned
outage was taken from 20/08/2024 to 07/09/2024 to carry out
planned maintenance works.

The overall Plant Performance is better in comparison to the
previous year corresponding period.

Phase-II (2 x 125 MW Units 3 & 4):

During the year under review, Phase-II generated 1651.153 MUs
with 75.40% PLF against the Budgeted target of 1725.853 MUs
with 78.81% PLF. Plant availability was 81.78% against the
Budgeted target of 84.72%. Commercial availability was 79.57%
against the Budgeted target of 80.01 %. Plant Performance
was affected mainly due to increase in Unit outages. Unit-4
Planned Outage was taken from 01/07/2024 to 16/08/2024 for
Overhauling.

The overall Plant Performance is better in comparison to the
previous year corresponding period.

Constant endeavors are being made to improve the overall
performance of the Units, including technology improvement
and modifications. The required maintenance program for the
upkeep of the Units was undertaken during the year under
review.

Mining:

During the year under review, Valia Lignite Mine has recorded
the lignite production of 29.75 Lakh Te as against 25.73 Lakh Te
during the preceding year and Vastan Lignite Mine has recorded
the lignite production of 4.40 Lakh Te as against 4.70 Lakh Te
during the preceding year.

Most of the requirement of lignite was met from our captive
Vastan Lignite Mine and Mangrol-Valia Lignite Mine. To meet
the demand of all the four units for operations during monsoon,
the Lignite Stock of 11.72 Lakh Te was created on 30/06/2024 as
against the previous year's stock of 11.98 Lakh Te on 30/06/2023.

• Re-Handling of External Overburden Dump and Backfilling
at North Pit of Vastan Lignite Mine:

Work for the Re-Handling of External Overburden Dump
and Backfilling at North Pit of Vastan Lignite Mine has been
awarded and started.

By Re-Handling of External Overburden Dump and
Backfilling at North Pit of Vastan Lignite Mine, we will be
able to get about 218.00 Ha area (reclaimed area and space
available at external dump area) for the installation of Solar
Power Plant.

• Limestone Lease Allocation:

To fulfil the limestone requirement for the balance life of
existing 500 MW Power Plant and extended life of existing
Power Plant, a limestone block (80.00 Ha) adjacent to
existing Vastan limestone mine has been notified by the
Ministry of Mines, GoI vide letter dated 27/02/2024 and
Letter of Intent (LOI) has been issued by IMD.

• Achieved Zero Accident Level:

Due to its hazardous nature, mining has been and continues
to be an industry where the concern for miners' safety is
of great importance. Your Company has achieved "Zero
Accident Level" during the FY 2024-25 by maintaining and
meeting the highest standards of safety norms in its mines.

112.4 MW Wind Power Projects:

The Company has total installed and commissioned capacity of

112.4 MW of Wind Power Projects at different sites / locations
across State of Gujarat.

During the year under review, the 112.4 MW Wind farms have
generated 170.38 MUs at a Capacity Utilization Factor (CUF) of
17.30% as against budgeted generation of 220.05 MUs at a CUF
of 22.35%.

Generation from Wind farms had been significantly lower than
the budget & corresponding period of the previous year mainly
due to heavy rain across Gujarat during July & August 2024
leading to submergence of Pooling Sub Stations, water logging
on approach roads, damage to transmission infrastructure

262 MW Solar Power Projects:

The Company has total installed and commissioned capacity
of 262 MW of Solar Power Projects at different sites / locations
across State of Gujarat.

During the year under review, 262 MW Solar Power Projects
generated 526.43 MUs at a CUF of 22.94% against the budgeted
generation of 546.43 MUs at a CUF of 23.81%.

Generation is lower than budget and corresponding period of
the previous year mainly due to outage of transmission line in
the month of June 24 for shifting of 400 kV line due to Bharat
Mala Express Highway by PGCIL. Also, generation was affected
due to lower Solar Radiation than corresponding period of the
previous at Charanka and Raghanesda site during Q2 of FY
2024-25 and excessive rain & cloudy days.

Vadodara Gas Based Stations:

Station- I (145 MW):

Station was not in operation during the year under review due to
non-availability of APM gas/cheaper Spot gas.

Major plant equipment like GTs, GTGs, HRSGs & STG are
kept under preservation and other plant auxiliaries are checked
regularly for their availability.

Station - II (165 MW):

Station II was also not in operation during the year under review
due to non-availability of cheap Spot gas. Critical Plant systems
are checked and Transformers are periodically charged to
maintain their availability.

Safety Performance:

The health and safety of all the employees is a prime concern
of the Company. Your Directors are happy to inform that your
Company is making sincere and committed efforts to maintain
the safety of Plant equipment and creating a safe and healthy
work environment for the employees. The Company has been
spending adequate amount commensurate with its requirement
on the health and safety related activities. Constant efforts are
made to maintain accident free operations at all the locations.
Your Directors are glad to inform that the Company has
successfully completed accident free operations for the entire
year under review i.e. FY 2024-25.

Safety Audit is conducted through external competent agency
to ensure zero accident and cover all employees and contract
workmen for safety related training.

Environmental Protection:

The Company recognizes Environment Management as an
integral function of its operations. Towards this, your Company
has adopted appropriate technology for control of pollutants at
source.

• Vadodara Plant:

Your Company had also imposed total ban on using
thermocol and plastic below 40 micron size packing
material for all incoming goods and the same is in force.
Disposal of e-waste generated has been arranged through
Central Pollution Control Board (CPCB) registered Vendors.

• Surat Lignite Power Plant (SLPP):

During the year under review, your Company replaced
internals of total three (3) fields of Electrostatic Precipitator
(ESP) and revived 3 nos. dummy ESP fields along with
repair/ replacement/ strengthening of ESP casing/ structure
at total expenditure of approx. ' 15.29 Crores to reduce
suspended particulate matter (SPM) emission through stack
/ chimney to meet new Environmental norms of Ministry of
Environment, Forest & Climate Change (MoEF & CC), Govt.
of India.

Your Company has generated green campus/ environment
for better green coverage.

Growth Plans:

2375 MW Khavda Renewable Energy (RE) Park:

Your Directors are pleased to inform that your Company has
been allotted land at Great Rann of Kutch near Khavda to set
up 2375 MW of Renewable Energy (RE) Park. This Park is being
developed as a part of prestigious 30 GW RE Park planned near
International Border in Great Rann of Kutch. Ministry of New &
Renewable Energy (MNRE) has approved entire RE park under
Ultra Mega Renewable Energy Power Project (UMREPP) Mode-8
to avail benefit of Central Financial Assistance (CFA).

The major work orders for developing RE park infrastructure
such as Pooling sub-stations, Transmission Line, internal roads
& drains have been issued. Construction work at site is under
progress. Construction work for dedicated 400 KV Transmission
Line has been completed from PSS-1 up to KPS-II Sub-station
and successfully charged on 30/04/2025. PSS-1 400 KV GIS
system and 2 Nos. of Power Transformers have been successfully
Energized. With this, 100% power evacuation capacity is
available for GIPCL 600 MW Solar Project. All internal roads,
drains and Pond works have been completed.

Construction work for 1200 MW Pooling Substation-2 is under
progress. Critical Equipment's like 400 kV GIS System, Power
Transformers, 33 kV Switchgears etc. have already been received
at site.

The entire RE Park capacity is expected to be completed by
December 2026 in a phase manner.

600 MW Solar Power Project at Khavda:

Your Directors are pleased to inform that your Company has
successfully bid for 600 MW Solar Power Project under Green
shoe option of Gujarat Urja Vikas Nigam Limited (GUVNL)
Tender. The Company has received the Letter of Intent (LoI) for
the project from GUVNL in the month of May 2023 and PPA has

been signed in August 2023. The Company has appointed M/s.
Tata Consulting Engineers (M/s. TCE) as Project Management
Consultant and work order for Balance of System (BoS) package
and supply of Solar PV Modules have been issued. The site
is fully mobilized and Construction work for BoS package is
under advanced stage. All materials and equipment's have been
delivered at site.

Connectivity for power evacuation has already been secured
from CTUIL for the project. In line with the project completion
timeline, the Company has identified priority 105 MW
commissioned on 27^th June, 2025.

500 MW Solar Project at Khavda

Your Directors are pleased to inform that your Company has
already signed PPA with GUVNL for 500 MW Solar PV project
at Khavda RE Park in the month of October 2023.The PPA has
been approved by GERC vide Order dated 25/09/2024. Contract
awarded for Balance of System (BoS) package and supply of
Solar PV Modules for 500 MW Solar Project. The site is fully
mobilized and Construction work for BoS package is under
progress. The land for the project is in possession and power
evacuation connectivity has been obtained.

75 MW Solar Power Project at Vastan - Near Surat Lignite
Power Plant.

Your Directors are pleased to inform you that the Company is
establishing a 75 MW Solar power plant under the group captive
model for Gujarat State Fertilizers & Chemicals Limited and
Gujarat Alkalies and Chemicals Limited. This project is being
developed on reclaimed mining land at the Surat Lignite Power
Plant, in alignment with the Gujarat Renewable Energy Policy
2023 announced by the Government of Gujarat.

The EPC contract for the project was awarded on April 22,
2024, with a scheduled completion timeline of 330 days and
Phase-I comprising 25 MW is commissioned on 22/04/2025
and the remaining Phase-II comprising 50 MW capacity is also
commissioned on 24/06/2025.

Accreditation for Integrated Management System (IMS) under
ISO certifications:

Your Directors are pleased to inform that your Company has
been successfully Recertified for Integrated Management System
(IMS) with Renewal of ISO 9001:2015, ISO 14001:2015, ISO
45001:2018 & ISO 50001:2018 certifications for further period
of three (3) years, on the basis of audit result / findings done in
the year 2025 and commitment from Top Management.

Awards and Accolades:

Your Directors are pleased to inform that during the year under
review, the Company has received following Awards:

• GIPCL-SLPP awarded Winner of "Power Plant Performance
Award-2024" in "Power Plant Performer-2024 < 500 MW
- Lignite" category for fourth consecutive year, conferred
by Mission Energy Foundation during Flex-24 Conference
& Awards program on Thermal Power Plants on 24^th April
2024.

• GIPCL-SLPP awarded Winner of "Water Optimization
Award-2024" in "Best Water Efficient Plant < 500 MW",
Western Region - Lignite category, conferred by Mission
Energy Foundation during Flex-24 Conference & Awards
program on Thermal Power Plants on 24^th April 2024.

• GIPCL-SLPP received "National Efficiency
Award-2024" under "Best Energy Efficient Plant - Lignite"
category, conferred by Mission Energy Foundation during
Flex-24 Conference & Awards program on Thermal Power
Plants on 24^th April 2024.

• GIPCL-SLPP received "National Energy Management
Award-2024" for Outstanding Performance in Energy
Conservation & Management, conferred by Confederation
of Indian Industry (CII), Hyderabad and identified as 'Energy
Efficient Unit'. The award was received on 12^th September
2024.

• GIPCL-SLPP awarded Winner of "Water Optimization
Award-2025" in "Best Water Efficient Plant < 500 MW",
Western Region - Lignite category for third consecutive
year, conferred by Mission Energy Foundation during 6^th
Annual Water Optimization Awards-2025 program on 10^th
January 2025.

• GIPCL - SLPP awarded Winner of "National Fly Ash
Utilization Award-2025" for Fly Ash Utilization in Thermal
Power Stations in "Efficient Management of Fly Ash 500¬
1000 MW (State Sector, Western region)" category,
for eighth consecutive year at 14^th Fly Ash Utilization
Conference-EXPO-Awards-2025 Organized by Mission
Energy Foundation, supported By Ministry of Coal, Ministry
of Power, Ministry of Road Transport and Highways and
Ministry of Environment & Forest on 08^th March 2025.

Subsidiary:

The Company has no subsidiary as at the end of the year under
review.

Public Deposits:

During the year 2024-25, your Company has not accepted /
renewed any Fixed Deposit. As on the date of this Report, there
is no Deposit either unpaid / unclaimed or due for transfer to
Investors' Education and Protection Fund (IEPF).

Particulars of Loans, Guarantees or Investments:

Loans, guarantees and investments covered under Section 186 of
the Companies Act, 2013 form part of the Notes to the financial
statements provided in this Annual Report.

Listing Regulations Compliance:

Equity Shares of your Company are listed on BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE) and their
Listing Fees for the FY 2025-26 have been paid.

The Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Secretarial Standards except as
mentioned in detail in the Corporate Governance Report forming
part of the Board's Report.

BSE and NSE imposed penalty for non-compliance with
Regulation 34 and 21 of SEBI (LODR) Regulations, 2015.
However, on representation made by the Company, the penalty
was waived off by the Stock Exchanges.

Insurance:

The properties and the insurable interest of the Company are
adequately insured. The Company has also taken necessary
insurance cover as required under the Public Liability Insurance
Act, 1991.

Corporate Social Responsibility (CSR) Initiatives:

As a part of its CSR initiatives, the Company has undertaken
projects in the areas of Health, Education, Livelihood,
Development of Village Infrastructure, etc. These projects are
in accordance with Schedule VII to the Companies Act, 2013.

A Report on CSR activities is annexed to this Report as Annexure
‘A'.

Energy Conservation and Technology Absorption:

The measures taken by your Company towards Energy
Conservation and Technology Absorption are given in the
Annexure ‘C' to this Report. These measures have resulted in
saving at SLPP of about 20.95 Million Units (MUs) Electrical
Energy and 0.89 Lakh MT Lignite aggregating to total saving of
around ' 18.40 Crores.

Related Party Transactions:

Pursuant to Regulation 23(4) of the SEBI (LODR) Regulation
Amendments, 2021, the Company has taken prior approval
from its members of the Company through Postal Ballot
dated 14/03/2025 for the approval of Material Related Party
Transactions with Promoters i.e. GUVNL, GACL and GSFC,
however, no transactions are in conflict with the Company's
overall interest and also said transactions are in ordinary course
of business and at arm's length basis.

All related party transactions are placed before the Audit
Committee and / or to the Board for approval / noting as the case
may be. Omnibus approval of the Audit Committee has been
obtained for transactions which are of repetitive nature.

Particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013, in the
prescribed Form AOC-2, is appended as Annexure 'D' and forms
part of this Report.

The Policy on Related Party Transactions (RPTs) is uploaded and
can be accessed on the website of the Company www.gipcl.
com.

None of the Directors has pecuniary relationships or transactions
vis-a-vis the Company.

Vigil Mechanism or Whistle Blower Policy:

The Company has a Vigil Policy / Whistle Blower Policy to deal
with instance of fraud and mismanagement, if any. The said
Policy is explained in the Corporate Governance Report and also
posted on the website of the Company www.gipcl.com.
Directors' Responsibility Statement:

The Board of Directors of the Company confirms:

a. that in the preparation of the annual accounts, the
applicable accounting standards have been followed along
with proper explanation relating to material departure;

b. that the selected accounting policies were applied
consistently and the Directors made judgement 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
31^st March, 2025 and of the profit of the Company for the
year ended on that date;

c. that proper and sufficient care has been taken for
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 have been prepared on a going
concern basis;

e. internal financial controls to be followed by the Company
have been laid down and that such internal financial
controls are adequate and operating effectively; and

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

Management Discussion and Analysis:

A Report on Management Discussion and Analysis dealing
with Business Operations and Performance, Expansion Project,
Opportunities and Risks / Concerns, Safety and Environment,
Human Resource Development, Corporate Social Responsibility,
Controls and Audit Systems, etc. is annexed forming part of this
Report.

Corporate Governance:

A detailed Report on Corporate Governance along with
Certificate issued by M/s. TNT & Associates., Practicing Company
Secretaries, Vadodara (CP No. 3123) is annexed forming part of
this Report.

Business Responsibility & Sustainability Report (BRSR):

A detailed Report on Business Responsibility & Sustainability
Report (BRSR), as applicable to your Company for the Financial
Year ended on 31^st March, 2025, under regulation 34(2)(f) of SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015, is annexed forming part of this Report.

Risk Management:

Pursuant to the applicable provisions of Regulation 21 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations
(Second Amendment), 2021, effective from 5^th May, 2021, the
Company is required to frame Risk Management Policy and
constitute a Risk Management Committee of Directors.

However, the Board of Directors of the Company has been
reviewing the Report on Risk Management and Risk Minimization
on quarterly basis much before the mandatory applicability
of provisions of said Regulation of (Listing Obligations and
Disclosure Requirements) Regulations (Second Amendment),
2021 became effective.

The Company has constituted an Internal Risk Management
Committee consisting of senior Officials of the Company which
has well laid down system and procedure of regular monitoring
of various kinds of risks that are inherent to the nature of
its business and operations. The Internal Risk Management
Committee submits its Report to the Risk Management
Committee of Directors and regular reporting on quarterly basis
is done to the Board of Directors on Risk assessment and steps
taken to mitigate/minimize the same.

Internal Financial Controls:

The Company has designed and implemented a process
driven framework for Internal Financial Controls ('IFC') within
the meaning of the explanation to section 134(5)(e) of the
Companies Act, 2013. For the FY 2024-25, the Board is of the
opinion that the Company has in all material respects a sound
Internal Financial Control System in place, commensurate with
the size, scale and complexity of its business operations and the
said Internal Financial Control System is operating effectively.
The Company has, in place, a process to continuously monitor
the same and identify gaps, if any, and implement new and /
or improved Internal Controls whenever the effect of such gaps
would have a material effect on the Company's operations.

Credit Rating:

M/s. CARE Ratings Limited has awarded/reaffirmed i) "CARE
AA-; Stable" rating in respect of Long-term Bank facilities of
' 3,387.83 crores, ii) "CARE AA-; Stable / CARE A1 " rating in
respect of Long Term / Short Term Bank Facilities of ' 677.88
crores and iii) "CARE A1 " rating in respect of Short-Term Bank
Facilities of ' 810.00 crores during FY 2024-25.

Compliance with Secretarial Standards:

The Secretarial Standards issued and notified by the Institute of
Company Secretaries of India have been generally complied
with by the Company during the Financial Year 2024-25.

Key Managerial Personnel:

There was no change in Key Managerial Personnel (KMP) during
the year under review. The following are the KMPs as on date
of this Report:

Directors:

The following changes have taken place in the Board of
Directors of the Company as on the date of the Board Report of
the Companys:

Shri A K Rakesh, IAS (DIN:00063819), Chairman and Director
(Nominee of Government of Gujarat) has ceased to hold office
of Director w.e.f. 31/07/2024 consequent upon superannuation
from the position of Additional Chief Secretary, Agriculture,
Farmers Welfare & Co-operation Department, Government of
Gujarat. The Board places on records its sincere appreciation
for the valuable guidance provided by Shri A K Rakesh, IAS
(DIN:00063819) during his tenure as Nominee Director of the
Company.

Further, Shri Chirag Kritikumar Mehta (DIN: 10428396) Director
(Nominee of Gujarat State Fertilizers & Chemicals Limited) ceased
to hold office of Director w.e.f. 13/08/2024, consequent upon
nomination changed by appointing authority. The Board places
on records its sincere appreciation for the valuable guidance
provided by Shri Chirag Kritikumar Mehta (DIN: 10428396)
during his tenure as Nominee Director of the Company.
Pursuant to the provision of Sections 152, 161 and all the
applicable provisions, if any, of the Companies Act, 2013
(the Act) and the Companies (Appointment and Qualification
of Directors) Rules, 2014 (the Rules) (including any statutory

modification(s) or re enactment(s) thereof for the time being
in force) read with Article 93 of the Articles of Association of
the Company and Nomination Letter No. SEC/BD/2024 of the
Gujarat State Fertilizers & Chemicals Limited (GSFC) and subject
to approval of the shareholders, the appointment of Shri Kanyo
Sadhuram Badlani (DIN: 10237996), as an Additional Director
(Nominee of Gujarat State Fertilizers & Chemicals Limited) on
the Board of the Company with effect from 21/08/2024 the
same has been ratified by the members of the Company by way
of ordinary resolutions at 39^th Annual General Meeting of the
Company held on 20/09/2024.

Further, Shri Prabhat Singh (DIN: 03006541) Director, ceased
to hold office of Director w.e.f. 20/09/2024, consequent upon
completion of term of five years as an Independent Director. The
Board places on records its sincere appreciation for the valuable
guidance provided by Shri Prabhat Singh (DIN: 03006541)
during his tenure as Independent Director of the Company.
Pursuant to the provisions of Section 152, 161 and all other
applicable provisions, if any, of the Companies Act, 2013
(the Act) and the Companies (Appointment and Qualification
of Directors) Rules, 2014 (the Rules) (including any statutory
modification(s) or re-enactment(s) thereof for the time being
in force) read with Article 89 of the Articles of Association of
the Company and Office Order No. FD/0369/09/2024 dated
13/09/2024 of the Finance Department, Government of Gujarat
(GoG), Shri K K Nirala, IAS,(DIN:08665796) as an Additional
Director (Nominee of Government of Gujarat) of the Company
with effect from 10/10/2024 and the same has been ratified by
the members of the Company by way of ordinary resolutions
through postal ballot on 03/01/2025.

Pursuant to the provisions of Section 152, 161 and all other
applicable provisions, if any, of the Companies Act, 2013 (the Act)
and the Companies (Appointment and Qualification of Directors)
Rules, 2014 (the Rules) (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force) read with
Article 88 of the Articles of Association of the Company and Office
Order No. EPCD/GIP/e-FllE/20/2023/1438/K dated 09/11/2024
of the Energy and Petrochemicals Department, Government
of Gujarat (GoG), Shri J P Gupta, IAS, (DIN:01952821) as an
Additional Director (Nominee of Government of Gujarat) of the
Company with effect from 12/11/2024 and the same has been
ratified by the members of the Company by way of ordinary
resolutions through postal ballot on 03/01/2025.

Further, Shri Swaroop P., IAS, (DIN: 08103838) Director
(Nominee of Gujarat Alkalies and Chemicals Limited), has
ceased to hold office of Director w.e.f. 03/02/2025 consequent
upon resignation from the position. The Board places on records
its sincere appreciation for the valuable guidance provided by
Shri Swaroop P., IAS, (DIN: 08103838) during his tenure as
Nominee Directors of the Company.

Pursuant to the provisions of Sections 149, 150, 152 read with
Schedule IV and all other applicable provisions of the Companies
Act, 2013 (the Act) and the Companies (Appointment and
Qualification of Directors) Rules, 2014 (the Rules) (including
any statutory modification(s) or re-enactment thereof for the time
being in force), Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (SEBI LODR), as
amended, Articles 86 and 98 of the Articles of Association of the
Company and subject to the approval by the Shareholders of the
Company, the Committee do hereby recommend for approval by
the Board of Directors of the Company, the appointment of Shri
Susanta Kumar Roy (DIN: 07940997) and Smt. Suchita Gupta
(DIN: 08697650) as an Additional Directors (Independent), not
liable to retire by rotation with effect from 20/02/2025 and the
same has been ratified by the members of the Company by way
of special resolutions through postal ballot on 16/05/2025.

Pursuant to the provision of Sections 152, 161 and all the
applicable provisions, if any, of the Companies Act, 2013
(the Act) and the Companies (Appointment and Qualification
of Directors) Rules, 2014 (the Rules) (including any statutory
modification(s) or re enactment(s) thereof for the time being in
force) read with Article 93 of the Articles of Association of the
Company, the appointment of Smt. Avantika Singh Aulakh, IAS
(DIN: 07549438), as an Additional Director (Nominee of Gujarat
Alkalies & Chemicals Limited) on the Board of the Company
with effect from 25/02/2025 the same has been ratified by
the members of the Company by way of ordinary resolutions
through Postal Ballot on 16/05/2025.

Pursuant to the Provisions of Section 149, 152 and 161 of the
Companies Act, 2013 (the Act), the Companies (Appointment
and Qualification of Directors) Rules, 2014 (the Rules) and any
other applicable provisions of the Act and the Rules made there
under (including any statutory modification(s) or re- enactment
thereof for the time being in force) read with Schedule IV of
the Companies Act, 2013, Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Amendment
Regulations, 2021 (SEBI LODR) and Article 86 & 98 of the Articles
of Associations (AoA) of the Company and as recommended
by the Nomination and Remuneration Committee of Directors
through circular and the Board of Directors at its Meeting held on
08/04/2025 re-appointed Shri Prabhat Singh (DIN: 03006541),
as an Additional Director (Independent) w.e.f. 08/04/2025, and
the same has been ratified through Special Resolution by Postal
Ballot on 16/05/2025.

Further, Shri Krishna Kumar Nirala, IAS, (DIN: 08665796)
Director (Nominee of Government of Gujarat), has ceased to
hold office of Director w.e.f. 01/07/2025 consequent upon
transfer from the position of Secretary (Expenditure), Finance
Department, Government of Gujarat. The Board places on
records its sincere appreciation for the valuable guidance
provided by Shri Krishna Kumar Nirala, IAS, (DIN: 08665796)
during his tenure as Nominee Directors of the Company.

Further, Shri J P Gupta, IAS, (DIN:01952821) Chairman and
Director (Nominee of Government of Gujarat), has ceased
to hold office of Director w.e.f. 28/07/2025 consequent to
superannuation from the position of Additional Chief Secretary,
Tribal Development Department, Government of Gujarat.

The Board places on records its sincere appreciation for
the valuable guidance provided by Shri J P Gupta, IAS,
(DIN:01952821) during his tenure as Nominee Directors of the
Company.

Pursuant to the provisions of Section 149, 152 and 161 of the
Companies Act,2013 (the Act) and the Companies (Appointment
and Qualification of Directors) Rules, 2014 (the Rules) and any
other applicable provisions of the Act and the Rules made there
under (including any statutory modification(s) or re-enactment
thereof for the time being in force) and Regulation 17(1 C)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Article 88 and Article 94 of the
Articles of Association of the Company and Government of
Gujarat (GoG), Energy & Petrochemicals Department Letter No.
EPCD/0509/07/2025 dated 28/07/2025 and as recommended
by the Nomination and Remuneration Committee of Directors,
the Board of Directors appointed Dr. Jayanti S. Ravi, IAS (DIN:
07327139), Additional Chief Secretary (Revenue), Revenue
Department, Government of Gujarat, as an Additional Director,
Nominee of Government of Gujarat w.e.f. 02/08/2025 and the
same will be ratified through Ordinary Resolution at 40^th AGM
on 18/09/2025.

Shri J P Shivahare, IAS (DIN: 07162392) and Shri K S Badlani,
(DIN: 10237996), Directors of the Company retire by rotation
at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.

Further, your Directors also recommend for your approval,
resolutions at Sr. 03 to 04, of the Notice convening the
40^th AGM for the re-appointment of Shri J P Shivahare, IAS
(DIN: 07162392); and Shri K S Badlani, (DIN: 10237996)
respectively as Directors of the Company, liable to retire by
rotation.

Number of Board Meetings:

The Company has complied with the provisions for holding
Board Meetings and the gap between any two meetings did not
exceed 120 days. Eight (08) Meetings of the Board of Directors
of the Company were held during the year under review on
18/04/2024, 18/05/2024, 12/08/2024, 20/09/2024, 12/11/2024,
17/12/2024, 11/02/2025 and 27/03/2025.

Policy on Directors' Appointment and Remuneration:

The Company has formulated and adopted a Policy on Directors'
Appointment and Remuneration and the same is accessible on
the website of the Company www.gipcl.com.

Performance Evaluation of Board, Committees and Directors:

Pursuant to the provisions of Section 178(2) of the Companies
Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has
constituted a Nomination & Remuneration (NR) Committee of
Directors to, inter alia; evaluate the performance of Directors,
including Independent Directors, Executive Director, Chairman,
the Board and various Committees of the Board.

The Nomination & Remuneration Committee evaluates the
performance of each member of the Board of Directors as per the
Nomination and Remuneration Policy of the Company framed in
accordance with the provisions of Section 178 of the Act and as
per the evaluation criteria defined by the NR Committee.

The Evaluation of the Board and its Committees is carried
out by the Board. The Evaluation of Independent Directors is
also carried out by the entire Board except the Director being
evaluated, in the same manner as it is done for other Directors
of the Company.

The Evaluation of the Executive Director and the Chairman
of the Company are carried out by the entire Board except
the Director being evaluated. The meeting for the purpose of
evaluation of performance of Board Members is held at least
once in a financial year. The Company has disclosed the criteria
laid down by the Nomination & Remuneration Committee for
performance evaluation, on its website for reference and also in
the Annual Report of the Company.

Appraisal of each Director of the Company is based on the
skills matrix identified by the Board of Directors as required
in the context of its business(es) and sector(s) for it to function
effectively and those actually available with the Board, are
Strategic Leadership, Financial Expertise, General Management,
Governance Practices, Corporate Practices and Professional /
Technical Expertise.

Particulars of Employees:

The information required pursuant to Section 197 read with
Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees
of the Company, is not applicable as no Employee was paid
remuneration during the year in excess of ' 1.02 Crores when
employed throughout the year and ' 8.50 Lakhs per month when
employed for a part of the year. Further, there was no employee
holding 2% or more of the equity shares of the Company during
2024-25.

The information required pursuant to Section 197 read with
Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, in respect of employees of
the Company, will be provided upon request.

The details of top ten employees in terms of remuneration drawn
during the year 2024-25 is given at Annexure 'E' to this Board's
Report.

In terms of Section 136 of the Act, the Report and Accounts are
being sent to the Members and others entitled thereto, excluding
the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the
Company between 10:00 a.m. to 12:00 noon on all working
days of the Company up to the date of the ensuing 40^th AGM.
None of such employees is a relative of any Director of the
Company.

None of such employees hold [by themselves or along with their
spouse and dependent children(s)] more than two percent of the
equity shares of the Company.

AUDITORS:

(i) Internal Auditors:

M/s. Parikh Mehta & Associates, Chartered Accountants,
Vadodara, (ICAI Firm Reg. No.:01 12832W) were appointed
as Internal Auditors of the Company for the Financial Year
2024-25 and they have submitted their Report to the Audit
Committee of Directors.

M/s. Parikh Mehta & Associates, Chartered Accountants,
Vadodara, (ICAI Firm Reg. No.:01 12832W) have been
re-appointed as Internal Auditors of the Company for the
Financial Year 2025-26.

The Audit Committee of Directors periodically reviews the
reports of Internal Auditors.

(ii) Statutory Auditors:

As recommended by the Audit Committee and the
Board of Directors, the shareholders at their 35^th
AGM, have appointed M/s. CNK & Associates LLP,
Chartered Accountants, Vadodara (ICAI Firm Registration
No.101961W/W-100036) as Statutory Auditors of the
Company for a period of five consecutive Financial Years
i.e. from FY 2020-21 to FY 2024-25 to hold office from the
conclusion of 35^th AGM to the conclusion of the 40^th AGM.
As recommended by the Audit Committee, the Board
of Directors, subject to approval of Shareholders,
has appointed M/s. K C Mehta & Co. LLP, Chartered
Accountants, Vadodara (Firm Registration No. 106237W/
W100829) as Statutory Auditors of the Company for a
period of five consecutive financial years i.e. from FY 2025¬
26 to FY 2029-30 to hold office from the conclusion of this
40^th Annual General Meeting to the conclusion of the 45^th
Annual General Meeting.

Resolution at Sr. 05 of the Notice of 40^th AGM is
recommended for approval of the Members for the
appointment of Statutory Auditors for a period of five
consecutive Financial Years i.e. 2025-26 to 2029-30.

(iii) Cost Auditors:

Cost records as specified by the Central Government under
sub section (1) of Section 148 of the Companies Act, 2013,
have been maintained by your Company during the year
under review.

M/s. Dalwadi & Associates (Firm Registration No.000338)
were appointed as Cost Auditors of the Company for the
Financial Year 2024-25.

The Board of Directors has reappointed M/s. Dalwadi &
Associates (Firm Registration No.000338) as Cost Auditors
of the Company for the Financial Year 2025-26, subject to
shareholders' ratification to the remuneration payable to
the Cost Auditors.

Resolution at Sr. No. 08 of the Notice of 40^th AGM is
recommended for ratification of the Members for the
remuneration payable to Cost Auditors for the Financial
Year 2025-26.

(iv) Secretarial Auditors:

Pursuant to Regulation 24A of the SEBI (LODR)Regulations,
2015, subject to the approval of the members at ensuing
40^th Annual General Meeting, the Board of Directors had
appointed M/s. TNT & Associates, Practicing Company
Secretaries, Vadodara, (FRN: P2018GJ069800) as Secretarial
Auditors of the Company for five financial years i.e.
F.Y. 2025-26 to F.Y. 2029-30. Secretarial Audit Report of
M/s. TNT & Associates fortheFinancialYear2024-25endedon
31^st March, 2025 in the prescribed Form-MR 3 is annexed
to this Report as Annexure 'B'.

Qualifications / Adverse Observations of Auditors:

The Report of the Secretarial Auditors, pursuant to Section
204 of the Companies Act, 2013, is provided in the
Annexure forming part of the Board Report. The Secretarial
Auditors comments are self-explanatory.

Investor Education and Protection Fund (IEPF)

Transfer of Dividend and corresponding Equity Shares to the
Investor Education and Protection Fund.

During the Financial Year 2024-25, unclaimed dividend for
the Financial Year 2016-17 aggregating ' 27,38,974.90 was
transferred to Investor Education and Protection Fund (IEPF).

The Company has also transferred ' 23,16,475.20 to the bank
account of the IEPF towards dividend declared by the Company
for the Financial Year 2023-24 for such shares which were
transferred to the IEPF earlier.

During the Financial Year 2024-25, the Company has also
transferred 49,287 Equity Shares to the IEPF in respect of which
dividends remained unclaimed for seven consecutive years,

pursuant to the provisions of Section 124 of the Companies
Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
as amended.

Shareholders may claim their unclaimed dividend for the years
prior to and including the Financial Year 2016-17 and the
corresponding shares, if any, from the IEPF Authority by applying
in the prescribed Form No. IEPF-5.

This form can be downloaded from the Website of the IEPF
Authority at www.iepf.gov.in, the access link of which is also
available on the Company's website at www.gipcl.com under
the section 'Investors'.

Attention of the Members is drawn that the unclaimed dividend
for the Financial Year 2017-18 and the corresponding shares
will be due for transfer to the IEPF on 27^th October, 2025, for
which purpose communication has been sent to the concerned
Shareholders advising them to claim their dividends. Notices in
this regard have also been published in newspapers. Details of
such shares are available on the Company's website under the
section 'Investors'.

Details of Nodal Officer

In accordance with Rule 7(2A) of Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the details of Nodal Officer of the Company,
for the purpose of coordination with Investor Education and
Protection Fund Authority are as under:

Name : CS Shalin Patel

Designation : Company Secretary & Compliance Officer
and Nodal Officer

Postal Address : P.O.: Ranoli: 391 350,

Dist.: Vadodara (Gujarat)

Telephone No. : 0265 - 2232768
E-mail ID : investors@gipcl.com

The Company has also displayed the above details of Nodal
Officer on its website at www.gipcl.com
Dividend Distribution Policy

As per the recent amendment in the SEBI Listing Regulations, the
Dividend Distribution Policy has been made applicable to Top
1000 companies as per Market Capitalization as on 31/03/2021.
Accordingly, the Board of Directors of the Company at its
Meeting held on 07/08/2021 has adopted "Dividend Distribution
Policy" effective from 07/08/2021, which is available on the

Company's website at https//wA'w.gipcl.com'webfile5/re5ource5/l7532024025348Dividend-Distribution-Policy.pdf

The Board of Directors have reviewed the said Policy at its
Meeting held on 18/05/2024.

Risk Management Policy

The Company had re-constituted the Risk Management
Committee of Directors w.e.f. 30/10/2024. Presently the said

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Pursuant to provisions of Regulations 17 & 21 of SEBI Listing
Regulations and Sections 134 & 177 of the Companies Act,
2013 ("the Act") and other applicable provisions, if any,
of the SEBI Listing Regulations and the Act, the Board of
Directors of the Company has also approved and framed "Risk
Management Policy" of the Company, which is available on
the website of the Company at https://www.gipcl.com/webfiles/
resources/30452023034525Risk-Management-Policy.pdf
The Board of Directors have reviewed the said Policy at its
Meeting held on 29/05/2023.

Annual Return and Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return as on March 31, 2025, is available on the
Company's website on https://www.gipcl.com/notice.aspx
Disclosure under the Sexual Harassment of Women at Work
Place (Prevention, Prohibition and redressal) Act, 2013:

The Company has formulated and implemented a policy as well
as constituted an Internal Complaints Committee on prevention
of sexual harassment at workplace as required by the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. During the year under review, there
were no cases filed under the Sexual Harassment of Women
under Workplace (Prevention, Prohibition and Redressal) Act,
2013.

Details of the Complaints:

Disclosure of Maternity Benefit Compliances: -

Your Company is in compliance of Maternity Benefit Act, 1961
for the year under review.

Material Changes and Commitments:

No material changes and commitments affecting the financial
position of the Company have occurred between the end of
financial year, to which, this financial statement relates and the
date of this Report, hence not reported.

General Disclosures:

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the year under review:

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

b) Details of remained, unpaid or unclaimed dividend at the
end of year.

c) Issue of equity shares with differential right as to dividend,
voting or otherwise.

d) Issue of shares (including Sweat Equity Shares) to employees
of the Company under any scheme.

e) Neither the Managing Director nor the Whole Time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

f) No significant or material order, is passed by the Regulators
or Courts or Tribunals, which impact the going concern
status and Company's operations in future.

Acknowledgements:

The Board of Directors places on record its gratitude and
appreciation to the Government of India, Government of
Gujarat, Financial Institutions, Banks, Insurance Companies,
Business Associates, Promoters, Shareholders and Employees
of the Company for their valuable support and faith reposed by
them in the Company.

For and on behalf of the Board
Sd/-

Dr. Jayanti S. Ravi, IAS
Chairperson
(DIN:07327139)

Date : 19/08/2025
Place : Gandhinagar