GOCL Corporation Ltd Directors Report

REPORT OF THE BOARD OF DIRECTORS TO SHAREHOLDERS FOR THE YEAR ENDED MARCH 31, 2025

To the Members

of GOCL Corporation Limited

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)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Profit after providing for Depreciation and before extraordinary items and taxation	22763.79	6096.93	21874.57	5589.39
Exceptional Items	(1030.65)	309.60	-	-
Profit Before Taxation	21733.14	6406.53	21874.57	5589.39
Taxation:
Current Tax	6115.73	1976.75	5523.00	1338.03
Deferred Tax (Credit)	(103.84)	(395.51)	(321.95)	129.78
Profit After Taxation	15721.25	4825.29	16673.52	4121.58
Dividend paid during the year	1982.90	4957.25	1982.90	4957.25
Transfer to General Reserve	-		-	-
Balance carried to Balance Sheet	13738.35	(131.96)	14690.62	(835.67)
EPS (of H 2/- each)	31.71	9.73	33.63	8.32

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 Companys 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 Companys 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 shortterm 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 Companys 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

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 Companys 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 March24, 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 Companys 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 longterm 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 Companys 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 arms 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 arms 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 Companys 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), NonIndependent 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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