GOCL Corporation Ltd Directors Report

To the Members of GOCL Corporation Limited

Your Directors have pleasure in presenting their Sixty Third Annual Report and Audited Accounts for the year ended Marc Rs.31,2024.

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.

1. FINANCIAL RESULTS

(H in Lakhs)

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Profit after providing for Depreciation and before extraordinary , exceptional items and taxation	6096.93	33907.96	5589.39	35599.24
Exceptional Items	309.60	(1021.97)	--	--
Profit Before Taxation	6406.53	32885.99	5589.39	35599.24
Taxation:
Current Tax - Current Year	1976.75	12740.14	1338.03	12180.71
Deferred Tax (Credit)	(395.51)	(969.47)	129.78	133.28
Profit After Taxation	4825.29	21115.32	4121.58	23285.25
Dividend paid during the year	(4957.25)	(1487.17)	(4957.25)	(1487.17)
Transfer to General Reserve	--	--	--	--
Balance carried to Balance Sheet	(131.96)	19628.15	(835.67)	21798.08
EPS (of RS.2/- each)	9.73	42.59	8.31	46.97

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 2023-24 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.

There is no change in the nature of business of the Company or the Subsidiaries.

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.

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/downloads/ investor/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 23^rd May 2024 recommended a Final Dividend of RS.4.00 per share (200 %) for the financial year 2023-24. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of RS.1982.90 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 (Infomerics) has assigned a long-term rating of IVR A- / Stable Outlook (IVR Single A Minus with Stable Outlook) and short-term rating of IVR A2 + (IVR A Two Plus) for the Company.

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4. OPERATIONS AND STATE OF AFFAIRS

Standalone:

Total Income of the Company was RS.19160 Lakhs (previous year of Rs.53124 Lakhs). The profit before tax was Rs.5589 Lakhs (previous year RS.35600 Lakhs). The profit after provision for current tax of RS.1338 Lakhs and deferred tax of RS.130 Lakhs was RS.4122 Lakhs ( RS.23285 Lakhs) resulting in an EPS of Rs.8.31 for the year (previous year RS.46.97)

Consolidated:

On a consolidated basis, the total Income of the Company was Rs.94903 Lakhs (Previous Year RS.140971 Lakhs). The profit before tax was Rs.6407 Lakhs (previous year RS.32886 Lakhs). The profit after provision for current tax of RS.1977 Lakhs and a deferred tax credit of RS.396 Lakhs was RS.4825 Lakhs ( RS.21115 Lakhs) resulting in an EPS of Rs.9.73 for the year (previous year RS.42.59)

The wholly owned subsidiary, IDL Explosives Limited achieved a total Income of Rs.62470 Lakhs (Previous year Rs.78468 Lakhs).

supply of electronic detonators to Coal India Limited due to less remunerative prices.

Export markets witnessed subdued market conditions due to the prevailing economic conditions including extreme shortage of foreign exchange in some African region where company has been exporting substantial quantity in the past.

5.3 Bulk and Cartridge Explosives

Explosives and Cartridges business under the wholly owned subsidiary, achieved a business turnover of Rs.59039 lakhs for the year. The volume increased by 21.92% over the previous year.

5.4 Electronics

The Electronics Manufacturing Service (EMS) business achieved a turnover of Rs.759 lakhs. Our EMS segment works in the areas of commercial, automotive, IOT, industrial and defence and is certified AS9100D from TUV Rheinland, Germany and working with defence customers and also entered in to EMS turnkey solutions for automotive industry and working with products like Dc- Dc Converters, High Speed Digital Boards (ADAS), BMS, Hall Sensor, Motor Controllers, etc. TS16949 certification is under process and is expected in the current year for effective implementation of automotive quality standard. The EMS operations are in the process of expanding and relocating to a new and bigger facility. This will allow for enhanced EMI/EMC testing facility, PCB fabrications & mechanical fabrications to accommodate new orders.

An emerging area of potential growth is Electric vehicle sector. To that end, our EMS division is working with Gulf Oil Lubricants India Limited and Ashok Leyland Limited to develop and manufacture future ready EV chargers and auto electronics parts for which we hope to procure mass market orders in due course.

5.5 Special Projects

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).

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.

5.2 Energetics

The Energetics business achieved a turnover of Rs.9214 lakhs. This has been achieved in spite of opting out of

Special Projects businesses have achieved a turnover of RS.1800 lakhs during the year under review, registering a growth of 25% over the previous year.

5.6 Exports

The Company and its wholly owned subsidiary achieved export sales of RS.4157 lakhs against Rs.9021 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.

5.7 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

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 completed sale of about 12.50 acres of land and the sale consideration is deployed profitably.

i.e., ammonium nitrate have been highly volatile and unpredictable. Multiplicity of players in this explosives business with low entry barriers, is a significant reason contributing to margin pressure.

In view of the above, the Company has been positioning its Electronics Manufacturing System (EMS) segment in the last few years to lead companys future growth for some time; working with electric vehicle manufacturers for development and supply to suit their requirements. The goal is to make the EMS facility of GOCL as an electronics hub for the entire Hinduja Group and contributing in creating a sustainable environment.

7. 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%.

To enable the Company to take up and expand business in Defence sector, the foreign shareholding (of the promoter) was reduced by about 1.01% to 72.82% during the year.

8. 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 Marc Rs.31,2024. 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.

6. OUTLOOK AND PLANS

The Company is in the process of monetizing its land properties situated at Kukatpally, Hyderabad, where the Energetics operations are carried out at present. The Energetics operations are being consolidated at Rourkela, under IDL Explosives Limited (IDL), a material subsidiary of the Company. Necessary capital expenditure programmes are in progress in this regard. IDL has its major manufacturing facilities for Explosives products at Rourkela.

However, in the assessment of the Company, the Explosives and Energetics industry has certain limitations. Coal industry being a major consuming segment, is perceived as a sunset industry. The consuming sector of explosives is dominated by a few public sector companies where the procurement is tender driven and on L1 basis, which puts pressure on suppliers margins. Thus, explosives industry is not highly scalable. In the absence of manufacturing facilities abroad, increasing market share in the export market is a challenge. Prices of the main raw material,

9. 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.

The annual performance of the subsidiaries is as under:

• IDL Explosives Limited reported a loss of RS.2088 Lakhs (previous year Loss of RS.3280 Lakhs). The loss was primarily due to significant fluctuation in AN prices in Q1 and accounting for contractual liabilities arising from previous years supplies.

• HGHL Holdings Limited, UK reported a profit of RS.2913 Lakhs (previous year Profit of RS.1285 Lakhs).

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) of 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 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.

10. HUMAN RESOURCES / INDUSTRIAL RELATIONS:

Your Companys Core Values are as follows: 1) Ethics & Integrity; 2) Safety; 3) Innovation & Creativity; 4) Quality and 5) Customer Focus.

Nurturing employee growth and wellbeing for inclusive growth

In its unwavering commitment to nurturing a conducive work environment that values every employees potential, GOCL has undertaken a series of impactful HR initiatives last year. By embracing a culture of collective and collaborative management, the company has remained focused on driving success and achieving strategic goals through multifaceted practices.

Recognizing the importance of employee health and well-being, GOCL has introduced a range of health and wellness initiatives. Wellness days, medical assessments, and counselling services have been provided to employees, along with training initiatives aimed at building personal resilience and coping skills. Womens health awareness sessions, POSH (Prevention of Sexual Harassment) awareness programs, and road safety and security awareness sessions have further enriched the employee experience.

The company has prioritized succession planning and capability development exercises for senior and middle management. These initiatives ensure a robust talent pipeline and infuse a sense of continuity and readiness for future leadership roles. Additionally, process and behavioural safety sessions have been instrumental in cultivating a culture of safety consciousness among production teams, leading to a more cohesive and progressive work environment.

In line with its value-driven approach, GOCL has focused on developing enabled and equipped employees through robust training programs on functional and managerial effectiveness. The companys commitment to cultivate a healthy work environment is reflected in its Womens

Day celebrations, team get-togethers, annual family gatherings, Marketing Meets, and financial literacy sessions. Employee felicitations for retired employees was conducted as a part of companys appreciation for their dedicated service and contribution.

Safety

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.

The Occupational Health & Safety Management System lies in the culture of the organization, and the organization believes that the Basis of Safety is the key factor for overall Health & Safety performance of the organization. The basis of safety is achieved through inherent design, safe distances, remote operations, process interlocks, safety procedures, preventive maintenance, good housekeeping, and training.

The Hyderabad Factory received the ‘Certificate of Appreciation from National Safety Council of India under NSCI Safety Awards 2023 (Manufacturing Sector) for consistent and meritorious Occupational Safety & Health (OSH) performance and implementing effective OSH management systems, practices, and procedures in Hyderabad Works Factory. GOCL is the active member in National Safety Council, Telangana Chapter.

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 6 Mn accident free man hours by the end of January 2024, just before we could celebrate our 53^rd National safety month.

Integrated Management System was strengthened by successful Implementation of ISO 45001:2018 Occupational Health & Safety Management System, ISO 14001:2015 Environment Management System and ISO 9001:2015 Quality Management Systems in the organization, which further enhances the credibility of the organization in the international market.

Safety & Security review by the top management is carried out monthly and the Board Safety Committee Review regularly reviews and overseas the safety procedures and practices with a view to increase the effectiveness of the safety culture in the organization. Safety Committee meetings are carried out on a quarterly basis to bring out the safety issues on the shop floor. Follow-up actions from the previous meetings, safety performance, opportunities for improvement and recommendations are reviewed and recorded. Strengthening of CCTV surveillance monitoring in vulnerable process areas, safety walk through audits by the cross functional teams, monthly safety themes

(campaigns) help to strengthen the overall safety processes in the Hyderabad Works.

Research and Development

Your Company has a strong focus on Research & Development, self-contained in terms of tooling, design, instrumentation, production and testing. We have developed new variants of electronic detonators with enhanced safety and better efficiency. Statutory and regulatory approvals for these new products have been received, trials taken and the same will set a benchmark in explosives industry.

We follow the PESO online system for Explosive Tracking and Tracing (SETT) and every explosive transaction is carried out with enhanced transparency in explosive manufacturing, transportation and storage.

Occupational Health and Preventive Health Check-ups

Occupational health of employees is given utmost importance and suitable ergonomic workplaces are designed with proper illumination and fresh air ventilation. The work zone air monitoring is being carried out on a regular basis to assess the environment in the workplaces and complying with the work place exposure norms by statutory authorities. Specialized medical tests for occupational health hazards are being carried out for all the employees and Health and hygiene medical tests are being carried out for all canteen employees to ensure hygiene food in the canteen.

As a part of preventive healthcare, the Hyderabad Factory regularly organizes free medical check-ups for all the employees, paying attention on conducting general monthly medical camps in association with reputed multispecialty corporate hospitals in cardiology, orthopaedics, diabetics, gynaecology, dental and eye check-ups etc., All the employees are being monitored for noncommunicable diseases related to the lifestyle. The health monitoring activity is being continued to create awareness among the employees to maintain a healthy lifestyle and good health. The Occupational Health Centre is equipped with new upgraded equipment to take good care of the employee health.

Security

The National Security Guard (NSG) and Telangana Police Octopus Team conducted GOCL factory reconnaissance. Improved illumination system in magazine area, surprise night checks by the security personnel has strengthened the security of the facilities. We have conducted training regarding drill, escort duties, safety and hygiene to all the security personnel. Conducted training regarding firefighting and handling of fire extinguishers by safety personnel and fire crew. We have periodic coordination meetings with local police, Intelligence agencies and civil administrations to discuss and resolve security related issues, if any.

Employment Practices & Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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 a large proportion of women in the workforce and 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.

11. 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 31^st Marc Rs.2024, 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.

12. 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 A1 ” to this report.

13. 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 Rs.65 lakhs during the financial year 2023-24 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.

14. AUDITORS

Statutory / Financial Audit

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

The Auditors Report for FY2024 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 2023-24.

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 BS & Company Company Secretaries LLP, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Auditors Report for the FY 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed herewith as ‘Annexure C.

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 BS & Company Company Secretaries, Hyderabad for the financial year 2023-24 and their Report is annexed ‘Annexure C1 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 2023-24 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 BS & Company Company Secretaries LLP, Hyderabad has been submitted to the Stock Exchanges within the specified time and same is annexed here with as ‘Annexure C2.

Compliance with Secretarial Standards

The Company has complied with all 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 2023-24. The Company also has an in-house internal audit department.

There was no qualification, reservation or adverse remark or disclaimer in the auditors report, cost audit report or the secretarial audit report.

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.

15. 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.

16. 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.

17. 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.

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

During the year under review, your Company transferred unclaimed dividend amount of Rs.754,374.00 (pertaining to dividend for FY 2015-16) 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 14368 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).

19. DIRECTORS and KMPs

During the year there were some changes in composition of the Board of Directors of the Company.

Mr. Gopal Raman, Non- Executive Director (DIN: 03286754) has resigned from the Board of the Company w.e.f. Marc Rs.21, 2024. The Board wishes to place on record its appreciation for the contribution made by Mr. Gopal to the business and Board governance and thanked him for his services to the Company.

Mr. Pankaj Kumar (DIN: 08460825) has decided to pursue career option outside your company and resigned from the service of the company effective from the 30^th June, 2024. The Board has placed on record its appreciation for the guidance and leadership of Mr. Pankaj Kumar and wished him best for his future endeavours.

On the recommendation of the Nomination and Remuneration Committee, the Board has in the month of July 2024 appointed Mr. Ravi Jain (DIN: 09184688), Chief Financial Officer of the Company as an Additional Director and also as a Whole-Time Director.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Sudhanshu Tripathi retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. The Board recommends his re-appointment.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board had re-appointed Mr. Debabrata Sarkar (DIN: 02502618) as an Independent Director for a second term with effect from May 30, 2024 which was approved by the Shareholders by way of Postal Ballot and e-voting in the month of Marc Rs.2024.

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

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.

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.

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 E.

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.

22. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability report (BRSR) for the year ended Marc Rs.31, 2024 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

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

21. INFORMATION ON STOCK EXCHANGES

23. CORPORATE GOVERNANCE

Listing Regulations”) is attached as ‘Annexure-G to this Report.

24. 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.

25. 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/ downloads/investor/annual returns/Form MGT 7- GOCL Corporation-2023-24.pdf

26. DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

The Company has in earlier year made investment, considered as ‘downstream investment under the 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.

27. RISK MANAGEMENT

Details of development and implementation of risk management policy for 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.

28. 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, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

Place: Hyderabad	Sudhanshu Tripathi Chairman
Date: August 13, 2024	DIN: 06431686