Your directors have pleasure in presenting the 26th Annual Report on the business & operations of the Company together with the
Standalone and Consolidated Audited Financial Statement for the year ended 31st March 2025.

1. FINANCIAL HIGHLIGHTS:

2. REVIEW OF PERFORMANCE:

Your Company's performance during the year under
review was satisfactory, in the given market conditions.
The Company has reported healthy operating margins
of 26% on standalone operations and margin of 24%
on consolidated operations, let by higher volume of
production in Iron Ore Mining, Ferro Alloys, Billet, HB
Wire and Power, despite lower sales realizations of up-
to 10% in all products except Ferro Alloys. The fall in
revenue and profitability was mainly on account of the
fall in realizations of finished products of iron & steel.
Given the above backdrop, the highlights of standalone &
consolidated results are given below:

Standalone Operations:

# Revenue from operations for the year marginally
decreased by 7.55% to Rs.4661.24 Crores as compared
to Rs.5042.12 Crores and EBITDA for the year decreased
by 12.68% from 1396.67 Crores to Rs.1219.56 Crores
as compared to previous Financial Year due to reduction
in realizations of all products except Ferro Alloys

• Profit after tax decreased by 16.11% to Rs. 769.64 Crores
as compared to profit after tax of Rs.917.44 Crores in

previous Financial Year.

Consolidated Operations:

# Revenue from operations for the year decreased by
1.46% to Rs.5375.73 Crores as compared to Rs.5455.35
Crores during the previous Financial Year;

# EBITDA for the year decreased by 9.55% to Rs.1289.69
Crores as compared to EBITDA of Rs. 1426.00 Crores
achieved during previous Financial Year.

# Profit after tax during the year decreased by 13.10%
to Rs.812.98 Crores as compared to profit after tax of
Rs.935.59 Crores during previous Financial Year.

The detailed comments on the operating and financial
performance of the Company, during year under review
have been given in the Management Discussions &
Analysis.

3. DIVIDEND AND DIVIDEND DISTRIBUTION
POLICY:

The Board of Directors of your Company has
recommended final dividend of Re.1.00/- per share of
nominal value of Re.1/- each (Previous Year Final Dividend
of Rs.5.00 per share and a Special Dividend of Rs.1.25
per share of nominal value of Rs.5/- each) on the paid-up

capital of the Company for the financial year 2024-25.
The outflow of funds on account of final dividend shall be
Rs. 66.94 crores (previous year final dividend Rs.66.89
Crores i.e. Rs.5/- per equity shares and Rs.16.72 crores
i.e. Rs.1.25/- per equity shares of face value of Rs.5/-
fully paid up each on the paid-up equity share capital of
Rs.66,89,74,940/= divided into 13,37,94,988 equity
shares). The final dividend for the financial year 2024¬
25, if approved by the shareholders of the company in
the ensuing Annual General Meeting, will be paid in due
course as per the applicable provisions of the Companies
Act, 2013.

Dividend Distribution Policy in terms of Regulation 43A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, ('SEBI Listing Regulations') the Board of Directors
of the Company (the 'Board') formulated and adopted
the Dividend Distribution Policy (the 'Policy'). The Policy
is available on our website at https://gpil-bucket.s3.ap-
south-1.amazonaws.com/gpil-reports-data/policies/
Dividend-Distribution-Policy.pdf

4. SHARE CAPITAL:

During the year under review, the paid-up equity share
capital of the company was reduced from 13,59,44,988
equity shares of Rs.5/- each to 13,37,94,988 Equity
shares of Rs.5/- each due to buy back of 21,50,000 equity
shares done during financial year under review.

Also, the shareholders in their Annual General Meeting
(AGM) held on 21st September, 2024 has approved the
sub-division of equity shares from the face value of Rs.5/-
per share to Re.1/- per share and alteration of the Capital
Clause in the Memorandum of Association consequent
upon sub-division.

Consequently, the Authorized Share Capital has been
changed to Rs.74,00,00,000/- (Rupees Seventy-Four
Crores only) divided into 70,80,00,000 Equity Shares of
Re.1/- each and 32,00,000 Preference Shares of Rs.10/-
each.

The Nomination and Remuneration Committee of the
Company through Circular Resolutions passed on 25th
April, 2025 and 17th July, 2025 respectively, approved
the allotment of 2,84,038 (Two Lakh Eighty-Four
Thousand and Thirty- Eight) and 1,44,395 (One Lakh
Forty Four Thousand Three Hundred and Ninety Five)
equity shares of face value Re.1/- (Rupee One only)
each, to the eligible employees of the Company who
have exercised their stock options under the said ESOP
Scheme.

Consequently, the present paid-up Equity Share Capital
of the company has been increased to Rs.66.94 Crores
divided into 66,94,03,373 Equity Shares of Re.1 each/-
including 2,25,00,000 equity shares of Re.1/- each held in
the name of GPIL Beneficiary Trust.

During the year under review, the Company has not
issued any shares with differential voting rights nor
sweat equity. As on 31st March 2025, the company has
not issued any convertible instruments and none of the
Directors of the Company hold convertible instruments
of the Company, except Employees Stock Options.

The equity shares of the company representing 99.99%
of the share capital are dematerialized as on 31st
March 2025The dematerialization facility is available
to all shareholders of the company from both the
depositories namely National Securities Depository
Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). The Depositories have allotted ISIN:
INE177H01039 due to sub-division of Equity shares
of the Company for dematerialization of shares of the
company. Shareholders who are holding shares in physical
mode are requested to dematerialize their shares.

5. ALTERATION OF MEMORANDUM OF
ASSOCIATION:

The Board of Directors in its meeting held on 06th
November, 2024 has approved the proposal to amend
the Object Clause of the Memorandum of Association
of the Company for adding certain activities that the
Company wishes to undertake in the near future in its
ordinary course of business i.e. manufacturing of OPVC
Pipes, PVC Pipes etc. as a diversified business activity.
The Shareholders of the Company have approved the
said alteration in the Object Clause of the Memorandum
of Association of the Company vide Special Resolution
passed at the Extra Ordinary General Meeting of the
Company held on 11th December, 2024. The Company
has, however, abandoned the plan to venture into OPVC
business, which was earlier approved by the Board.

6. EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Nomination and Remuneration Committee of the
Company allotted 2,84,038 (Two Lakh Eighty-Four
Thousand and Thirty- Eight) and 1,44,395 (One Lakh
Forty Four Thousand Three Hundred and Ninety Five)
equity shares of face value Re.1/- (Rupee One only) each
on 25th April, 2025 and 17th July, 2025 respectively, to
the employees of the Company who have exercised their
stock options under the said ESOP Scheme.

The applicable disclosures relating to GPIL ESOP
Scheme 2023, as stipulated under the ESOP Regulations,
pertaining to the year ended March 31, 2025, is
posted on the Company's website at https://www.
godawaripowerispat.com/esop/disdosure/reports

7. EXPANSION/NEW PROJECTS:

A. Iron Ore Mining & Beneficiation:

The Company has commenced commercial
operation in its 0.6 MTPA Iron Ore Beneficiation
Plant for BMQ, out of proposed 1.50 MTPA Plant
capacity at Ari Dongri Mines situated at Kanker
District of Chhattisgarh with effect from 3rd
February, 2025. The Company has also restarted
its mining operation at Boria Tibu Iron Ore
Captive Mines having 0.7 MTPA mining capacity.
The Company's plan to increase captive iron ore
mining capacity from existing 2.35 million tons to
6 million and BMQ Beneficiation from 0.6 million
to 1.5 million tons and iron ore beneficiation of 4.5
million tons in Ari Dongri Iron Ore mines, is awaiting
regulatory approvals, which the Company expects
to receive during the current year. Upon receipt of
approvals, captive iron ore production shall increase
which will help to meet increased requirement
of iron ore for pellet plants, which will result in
increase in operating margins.

B. Expansion in Iron Ore Pellet Plant

The Company is setting up an additional pellet plant
capacity of 2.0 million tons at its existing Integrated
steel plant at Industrial Area, Siltara, Raipur
Chhattisgarh at a cost of Rs. 600 crores. The project
implementation is going smoothly. The equipment
deliveries are going on as per schedule and the
Company expected to commission the project by
September/October 2025. Upon completion of
the project the capacity to manufacture iron ore
pellet will expand to 4.7 million tons per annum.
The project with higher production capacity in iron
ore mining shall drive the business volumes and
profitability significantly higher from current levels
from FY27 onwards.

C. Sponge Iron Division:

The company has received an unconditional final
approval letter dated 04th February, 2025 from
Chhattisgarh Environment Conservation Board for

its Consent to operate enhanced capacity of Sponge
Iron Plants from 4,95,000 MTPA to 5,94,000 MTPA
at existing plant site at Siltara Industrial Area, Raipur,
Chhattisgarh.

D. Steel Billets:

The Company has decided to increase the capacity
of Steel Melting Shop by additional 50,000 MTPA to
575,000 MTPA, to increase value addition on higher
output of sponge iron. The project is expected to be
completed by March 2026.

E. Modification of Rolling Mill for Manufacture of
Structural Steel:

The modification of Rolling Mill of the Company
at Urla Industrial Area, Raipur, Chhattisgarh
for manufacture of Structural & Strips has been
completed and has started production during the
current year.

The Structural Steel will be partially used captively
for manufacture of Galvanized Fabricated
products for supply to Government projects for
agencies like Indian Railways, Power grid and state
discoms etc. The company's products have been
already approved by Power Grid Corporation of
India Limited (PGCIL) to supply Steel Billets to
all manufactures of Galvanized Steel Structures
for their transmission projects. The Company has
recently received further approval from PGCIL for
Steel Billets (HT Billets) conforming to IS 14650
grades. With this approval the Company will be able
to supply full range galvanized structural steel for
transmission projects of PGCIL.

The capacity of the said Structural Mill is 214,000
MTPA. The old Steel Rolling Mill for manufacture of
Wire Rods has been modified & replaced with new,
advanced and more efficient rolling mill at cost of Rs
175 crores approx. incurred out of internal accruals.
To meet the power requirement of said Rolling Mill
& Fabrication cum Galvanizing plant, the Company
has set up 16MW captive solar power plant which
has also been synchronized with grid.

F. Solar Power:

The Board of Directors have approved setting up
of additional 125 MW captive Solar Power Plants
for meeting its power requirement for iron ore

benefication, iron ore pellet plant expansion and proposed expansion in steel billets capacity, at an estimated cost of
Rs.395 crores. The Company has already acquired the land for the project and expects commissioning of the project by
after March 2026. The project details are given hereunder.

G. Waste Heat Recovery Power Plant:

The Company is developing a waste heat recovery
- based power plant at its Siltara Industrial Area,
Raipur, Chhattisgarh harnessing heat from the
Company's existing Ferro Alloys Furnaces and Pellet
Plant Cooler exhausts to generate green power of
7 MWh of clean energy aggregating approximately
50,000 MWh annually, which will reduce C02
emissions by 45,500 tons each year.

This facility is being developed by the Company as
a step towards Decarbonization in collaboration
with Siemens Limited (Business Representative
for Siemens Energy, a global leader in energy
technology), at a cost envisaged at Rs.73 Crores
to be totally funded from the Company's internal
accruals.

H. Green Field Integrated Steel Plant:

The Company's proposal to set up 2 million tons
green field integrated steel plant for manufacture of
HR Coils in Chhattisgarh has been dropped in view
of changing business environment and increase
in cost. The Company is working on an alternate
business plan and the same will be announced in
due course upon completion of land acquisition and
receipt of environment approval.

8. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual

return in the prescribed format is available at https://
www.godawaripowerispat.com/shareholdersreports

9. NUMBER OF MEETINGS OF BOARD:

During the period under review, 08 (Eight) Board
Meetings were convened and held, the details of which
are given in the Corporate Governance Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors make the following statements in terms
of Section 134(3) (c) of the Companies Act, 2013 based
on the representations received from the operating
management and Chief Financial Officer of the Company:

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

b. That your Directors have selected such accounting
policies and applied them consistently, and made
judgment and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the Financial
Year and of the profit of the Company for that
period.

c. That your Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of your Company

and for preventing and detecting fraud and other
irregularities;

d. That your Directors have prepared the annual
accounts on a going concern basis.

e. That your Directors have laid down proper internal
financial controls to be followed by the Company
and that such financial controls are adequate and
were operating effectively; and

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

11. STATEMENT ON DECLARATION BY
INDEPENDENT DIRECTOR:

All Independent Directors of the Company have given
declarations as required under the provisions of Section
149 (7) of the Companies Act, 2013 stating that they
meet the eligibility criteria of independence as laid
down under section 149(6) of the Companies Act, 2013
and Regulation 25 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

12. SEPERATE MEETING OF INDEPENDENT
DIRECTORS:

During the year under review, the Independent Directors
held their separate meeting on 20th May, 2025 inter alia,
to discuss:

• Review the performance of Independent Directors.

• Review the performance of the Non-Independent
Directors.

• Review the performance of the committees and
Board as a whole.

• Review the performance of the Chairman of the
Company, taking into account the views of Executive
Directors and Non Executive Directors.

• Assess the quality, quantity and timeliness of flow
of information between the Company management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties

13. NOMINATION AND REMUNERATION
COMMITEE AND ITS POLICY:

Company's Policy on Directors Appointment and
Remuneration including criteria for determining
qualification, positive attributes, independence of
directors and other matters provided under section
178(3) of the Companies Act, 2013 is also placed at
the website of the Company https://gpil-bucket.s3.ap-
south-1.amazonaws.com/gpil-reports-data/policies/
Nomination-And-Remuneration-Policy.pdf

The Nomination and Remuneration Committee comprise
of 3 (Three) Independent Non-Executive Directors
of the Company. The composition of the same is as
under:

More details are given in the Corporate Governance Report.

14. AUDITORS:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act
and the rules framed thereafter, M/s. Singhi & Co (FRN:
302049E) has been appointed as Statutory Auditor of
the Company for a period of five years from the financial
year 2022-23 to financial year 2026-27 i.e. till conclusion
of the Annual General Meeting to be held in the year
2027, after obtaining a certificate from M/s. Singhi & Co.
to the effect that if their appointment is made, the same
would be within the limits prescribed under Section 141
(3) (g) of the Companies Act, 2013 and that they are not

disqualified for re-appointment and also satisfies the
criteria as mentioned under Section 141 and they have
obtained peer review certificate as required under SEBI
Guidelines for appointment of Statutory Auditors of
listed companies.

Cost Auditors

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost
Record and Audit) Amendment Rules 2014 M/s Sanat
Joshi & Associates has been re-appointed as cost auditors
for conducting Cost Audit for the Financial Year under
review.

Internal Auditors

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 ASGA Associates (Formerly
known as OPS & Co.), Chartered Accountants were re¬
appointed as Internal Auditors for the Financial Year
under review.

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 and Regulation 24A of SEBI (LODR) Regulations,
2015, the Board has appointed CS Tanveer Kaur Tuteja,
Practising Company Secretary, (FCS 7704, CP 8512)
for a period of 5 years (i.e. for Financial Year 2025-26
to 2029-30) subject to approval of the Shareholders of
the company in the ensuing Annual General Meeting, to
undertake the Secretarial Audit of the Company.

15. AUDITOR'S REPORTS:

• Statutory Auditors

There are no qualifications, reservations, adverse
remarks or disclaimers in the Statutory Auditor's
Report on the financial statements of the Company
for the Financial Year 2024-25 and hence does not
require any explanations or comments by the Board.

• Frauds reported by the Auditors:

No frauds have been reported by the Statutory
Auditors during the Financial Year 2024-25.

• Secretarial Audit

The Secretarial Audit Report received from the
Secretarial Auditor of the Company for the Financial
Year 2024-25 is annexed herewith as ANNEXURE
01.

The Company's subsidiary company namely Hira
Ferro Alloys Limited (HFAL) being the material
subsidiary of the Company, in accordance with
Regulation 24A of Securities Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulation 2015 has also obtained
Secretarial Audit Report which is annexed herewith
as ANNEXURE 02.

There are no qualifications, reservations, adverse
remarks or disclaimers in the Secretarial Auditor's
Report on secretarial and other applicable legal
compliances to be made by the Company for
the Financial Year 2024-25 and hence does
not require any explanations or comments by
the Board.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The particulars of investments made and loans given by
the Company as covered under the provisions of Section
186 of the Companies Act, 2013 are given in Standalone
Financial Statements (Ref. Notes 7 and 8). Your Company
has also extended its corporate guarantee for securing
credit facilities granted to its subsidiary company namely
Hira Ferro Alloys Limited the details of which are given in
Standalone Financial Statements (Ref. Note 32).

17. TRANSFER TO RESERVES:

Your Company has not transferred any amount to the
General Reserves Account during the Financial Year
2024-25.

18. TRANSFER OF UNPAID & UNCLAIMED
DIVIDEND & SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 125 of the
Companies Act, 2013, the outstanding amount of
dividend which remained unpaid or unclaimed for a
period of seven years and shares whose dividend was
unpaid/unclaimed for seven consecutive years have been
transferred by the Company, from time to time on due
dates, to the Investor Education and Protection Fund.

During the year under review, there was no legal
requirement of transfer of Unclaimed Dividend amount
as well as shares to the Investor Education and Protection
Fund (IEPF) pursuant to Section 125 of the Companies
Act, 2013/ Section 205C of the Companies Act, 1956
read with the Investor Education and Protection Fund
(Awareness and Protection of Investors) Rules, 2001,
since the company has not paid any dividend from FY
2015-16 to FY 2019-20.

Pursuant to the provisions of Investor Education and
Protection Fund (Uploading of information regarding
unpaid and unclaimed amounts lying with companies)
Rules, 2012, the Company has uploaded the details
of unpaid and unclaimed amounts lying with the
Company, as on 31st March, 2025 https://gpil-bucket.
s3.amazonaws.com/uploads/transfer_of_shares_and_
unclaimed_dividend_to_iepf/attachment/59/Unclaimed_
Dividend_as_on_31.03.2025.pdf

Any person, whose unclaimed or unpaid amount has been
transferred by the Company to IEPF may claim their
refunds to the IEPF authority. For claiming such amount,
claimant needs to file form IEPF-5 along with requisite
documents.

The detailed procedure for claiming shares and
Dividend Amount has been uploaded on the Website of
the Company https://gpil-bucket.s3.amazonaws.com/
uploads/transfer_of_shares_and_unclaimed_dividend_
to_iepf/attachment/58/Procedure_For_Claiming_
Unpaid_Dividend_And_Shares_From_IEPF_Authority.pdf
and also available on the website of IEPF (www.iepf.gov.
in)

The Nodal Officer for the purpose of IEPF is
Company Secretary and the website address is www.
godawaripowerispat.com.

19. MATERIAL CHANGES AFFECTING THE
FINANCIAL POSITION:

There are no materials changes and commitments
affecting the financial position of the Company occurred
between 01st April, 2025 and date of this report except
the allotment of 2,84,038 (Two Lakh Eighty-Four

Thousand and Thirty- Eight) and 1,44,395 (One Lakh
Forty four Thousand and Three Hundred ninety Five)
equity shares of face value Re.1/- Rupee One only each,
to the employees of the Company who have exercised
their stock options.

20. 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 03.

21. AUDIT COMMITTEE COMPOSITION:

The Audit Committee comprise of 4 (Four) Independent
Non-Executive Directors of the Company. The
composition of the same is as under:

More details are given in the Corporate Governance Report.

22. RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprise of 3 (Three) Independent Non-Executive Directors, One Executive Director and
One Officer of the company. The Composition of the Risk Management Committee is as follows:

More details are given in the Corporate Governance Report.

The risk management issues are discussed in detail in the report of Management Discussion and Analysis.

23. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy to identify and evaluate business risks associated with the operations
and other activities of the Company and formulated risk mitigations strategies.

24. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has duly constituted a CSR Committee of the Board ("CSR Committee").

The powers, role and terms of reference of the CSR Committee is in accordance with the provisions of Section 135 of the
Companies Act, 2013, and the policy framed as per amendments inserted by the Companies (Amendment) Act, 2019,
Companies (Amendment) Act, 2020 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and the

same has been disclosed on the website of the Company https://gpil-bucket.s3.amazonaws.eom/uploads/policy/attachment/3/
Corporate-Social-Responsibility-Policy.pdf

The CSR Committee consists of 2 (Two) Independent Non-Executive Director, 1 (One) Executive Director and 1 (One) Non¬
Executive Director. The detailed composition of the members of the CSR Committee at present is given below:

The committee met twice during the year 2024-25 and the attendance of the members at these meetings is as follows:

* Mr. Shashi Kumar retired from Directorship w.e.f. 09.08.2024.

CSR Committee's Responsibility Statement:

CSR Committee hereby states that the implementation and monitoring of CSR activities, is in compliance with CSR objectives
and Policy of the Company.

25. ANNUAL REPORT ON CSR ACTIVITIES:

The Annual Report on CSR activities initiated and
undertaken by the Company during the year under
review is annexed herewith as an ANNEXURE-04.

26. ANNUAL EVALUATION OF BOARD ETC.:

The Nomination and Remuneration Committee has
formulated criteria for evaluation of the performance of
the each of the directors of the Company. On the basis
of said criteria, the Board and all its committees and
directors have been evaluated by the Board of Directors
and Independent Directors of the Company.

27. RELATED PARTY TRANSACTIONS:

During the year under review, all related party
transactions entered into by the Company, were approved
by the Audit Committee and were at arm's length and in
the ordinary course of business. Prior omnibus approval
was obtained for related party transactions which are of
repetitive nature and entered in the ordinary course of
business and on an arm's length basis.

The Company did not have any contracts or arrangements
with related parties in terms of Section 188(1) of the

Companies Act, 2013. Also, there were no material
related party contracts entered into by the Company
during the year under review.

Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed
in the notes to the standalone/consolidated financial
statements forming part of this Annual Report 2024-25.

28. CHANGES IN NATURE OF BUSINESS:

The Company has been engaged in the business of
mining of captive iron ore and manufacturing of the Iron
Ore Pellets, Sponge Iron, Steel Billets, Wire Rods, HB
Wires, Ferro Alloys & Galvanized Steel Structures with
generation of both conventional and non-conventional
Power for captive consumption. There is no change in the
nature of business of the Company during the year under
review.

29. CHANGES IN DIRECTORS & KEY MANAGERIAL
PERSONNELS:

There are no changes in the Directors and Key Managerial
Personnel of the company during the year under review,
except the following:.

During the year under review, the Shareholders of the
Company in their Extra-Ordinary General Meeting held
on 04th May, 2024 appointed Mr. Sunil Duggal and Mrs.
Roma Ashok Balwani as Independent Non-Executive
Directors of the Company with effect from 04th May,
2024. Also, the the Shareholders of the Company in their
Extra-Ordinary General Meeting held on 05th July, 2024
appointed Mr. Hukam Chand Daga and Mrs. Neha Sunil
Huddar with effect from 09th August, 2024.

There has been no change in the circumstances which
may affect their status as Independent Directors of
the Company and the Board is satisfied of the integrity,
expertise, and experience of the appointed Independent
Directors as well the other Independent Directors
on the Board. Further, in terms of Section 150 of the
Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014, as amended, Independent Directors of the
Company have included their names in the data bank
of Independent Directors maintained with the Indian
Institute of Corporate Affairs of Company. The Board of
Directors of the Company in its meeting held on 05th
August, 2025 approved the proposal for re-appointment
of Shri B.L. Agrawal as Chairman & Managing Director of
the company for a further period of 5 years with effect
from 12th August, 2025, subject to the approval of
shareholders in the ensuing Annual General Meeting.

In accordance with the provisions of Section 152(6) (c)
of the Companies Act, 2013 and the Company's Articles
of Association, Mr. Dinesh Agrawal and Mr. Vinod Pillai,
Directors of the Company shall retire by rotation at the
ensuing Annual General Meeting and being eligible offers
themselves for reappointment.

30. CHANGES IN STATUS OF SUBSIDIARY, JOINT
VENTURES AND ASSOCIATE COMPANIES:

During the period under review, the Company has
invested Rs.18,89,61,000/- towards subscription to
Rights offer of 1,88,96,100 equity shares of Rs.10/- each
and accordingly Alok Ferro Alloys Limited (AFAL) has
allotted 1,88,96,l00 equity shares at a price of Rs.10/-
per share at par on Rights basis. Consequent upon said
allotment of 1,88,96,100 equity shares by AFAL, the
GPILs holding in AFAL was increased from 78.96% to
88.34% in the enhanced equity capital of AFAL with
effect from 27th June, 2024. Thereafter, AFAL, made a
Buyback Offer for purchase of 29,91,875 equity shares.
GPIL being a holding Company did not participate in
the aforesaid buyback offer as result, the equity shares

held by all other existing shareholders of AFAL had been
bought back by AFAL. Consequently, AFAL has become
100% Subsidiary Company of GPIL with effect from 7th
September, 2024.

The Company has during the year under review, acquired
26,77,506 equity shares of Rs 10/- each at a price of Rs
297/- per share of Jammu Pigments Ltd (JPL) from the
existing shareholders of JPL for total consideration of
INR 79.52 Crores. The Company has also subscribed to
58,92,256 Compulsory Convertible Preference Shares
(CCPS) of INR 10/- each at a premium of INR 287/- per
CCPS of JPL. The CCPS are convertible into 58,92,256
equity shares of INR 10/- each at a premium of INR 287/-
each. As on 31st March, 2025, the Company hold 43.96%
stake in the share capital of JPL on a fully diluted basis
and , thus JPL has become an Associate Company. JPL
is engaged in the business of recycling of non-ferrous
metals like Lead, Zinc, Silver, antimony, Tin, copper,
cadmium etc.

During the year under review, GPIL had purchased
10,250 equity shares of Hira CSR Foundation from the
existing shareholders of Hira CSR Foundation to increase
its stake from 18.75% to 70%. Thus, Hira CSR Foundation
has become the subsidiary company of GPIL with effect
from on 8th March, 2025.

However, subsequently GPIL has sold 10,500 equity
shares as a result of which the GPILs holding in Hira
CSR Foundation has reduced to 17.50 % i.e. 3500 equity
shares and thus Hira CSR Foundation has ceased to be
subsidiary of GPIL with effect from 26th June,2025.

Your company has incorporated a separate company
in the name of Godawari Education and Research
Foundation on 11th June, 2025 pursuant to section 8 of
the Companies Act, 2013 for establishing a residential
school. Initially GPIL was holding 100% but subsequently
19% equity in this company has diluted to Globetrotters
Educational Innoventions Private Limited and thus
holding 81%.

Also, your company had acquired 10,000 equity shares
of Rs.10/-each of Godawari New Energy Private Limited
from the existing shareholders representing 100% equity
shares of the Company and thus making Godawari New
Energy Limited as Wholly- Owned Subsidiary of the
Company with effect from 08th July, 2025.

There are no other changes in the status of subsidiary,
joint ventures and associate companies during the year
2024-25.

31. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY, ASSOCIATES AND JOINT VENTURE
COMPANIES:

Hira Ferro Alloys Limited (HFAL) - Subsidiary Company:

HFAL is engaged in the manufacture of ferro alloys with captive power generation. HFAL also operates IPP power plant (Bio¬
Mass & Wind Mill). The operating & financial highlights of HFAL for the year under review are as under:

During the year the volumes have been increased due to changes in the finished goods product mix and improved efficiency of
furnaces.

Alok Ferro Alloys Limited (AFAL) - Wholly-Owned Subsidiary Company:

AFAL is engaged in the manufacture of ferro alloys with captive power generation. The operating & financial highlights of AFAL
for the year under review are as under:

The production performance of the AFAL was at par with the previous year. However, there is an increase in sales by 29% and
the profit has been increased due to higher realization.

Ardent Steel Private Limited (ASPL) - Associate Company:

ASPL is engaged in manufacture of Iron ore Pellets having merchant pellet plant in Odisha. The profit of the company has
decreased due to fall in production, sales and sales realisation.

Jammu Pigments Limited (JPL) - Associate Company:

Policy in line with the requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (Permanent, Contractual, Temporary, Training) are covered under this Policy.

The Committee was re-constituted due to resignation of Mr.Sanjay Gupta from the employment of the Company and by
inducting Mr. Mani Mukut Dan, President (Human Resources) in place of Mr. Sanjay Gupta with effect from 18th June, 2025.

The detailed composition of the members of the Committee at present is given below:

However, no complaints have been received during the year 2024-25.

39. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors have established 'Whistle Blower Policy' and 'Code of Conduct' for the directors & employees of the
Company as required under the provisions of Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting
of Board and its powers) Rules, 2014 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The said Policy has been properly communicated to all the directors and employees of the Company through the respective
departmental heads and the new employees are being informed about the Whistle Blower Policy by the Personnel Department
at the time of their joining.

40. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5 (1) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given in ANNEXURE 06. The Statement
showing the names and other particulars of the employees of the Company as required under Rule 5 (2 &3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be furnished since none of the
employees of the Company has received remuneration in excess of the remuneration mentioned in the above mentioned Rule
5 (2) during the Financial Year 2024-25 except the following whose details are given below:

For and on behalf of Board of Directors

Place: Raipur B.L. Agrawal Abhishek Agrawal

Date: 05.08.2025 Chairman-cum Managing Director Executive Director

(DIN:00479747) (DIN:02434507)