GOCL Corporation Ltd Directors Report

TO SHAREHOLDERS FOR THE YEAR ENDED

TO SHAREHOLDERS FOR THE YEAR ENDED MARCH 31, 2026

To the Members of GOCL Corporation Limited

Your Directors have pleasure in presenting their Sixty Fifth Annual Report and Audited Accounts for the year ended March 31,2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS

				(Rs. in lakhs)
	Consolidated		Standalone
	2025-26	2024-25	2025-26	2024-25
Profit after providing for depreciation and before extraordinary items and taxation	181402.09	22763.80	174133.24	21874.57
Exceptional Items	1300.43	(1030.65)	-	-
Profit Before Taxation	182702.52	21733.15	174133.24	21874.57
Taxation:
Current Tax - Current Year	30794.77	6352.94	29835.65	5523.00
Deferred Tax (Credit)	(286.95)	(321.95)	(286.95)	(321.95)
Profit After Taxation	152194.70	15702.16	144584.54	16673.52
Dividend paid during the year	4957.25	1982.90	4957.25	1982.90
Transfer to General Reserve	-	-	-	-
Balance carried to Balance Sheet	147237.45	13719.26	139627.29	14690.62
EPS (of Rs. 2/- each)	307.01	31.68	291.66	33.63

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 2025-26 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 disinvested wholly owned material subsidiary, namely IDL Explosives Limited effective November 15, 2025, 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.

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/Policy/DividendDistribution.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 May 29, 2026 recommended a Dividend of Rs. 30 per share (1500%) for the financial year 2025-26. The dividend (final) on equity shares, would involve a cash outflow of Rs. 14871 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/Record Date.

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:

While the Company is currently engaged in the business of Electronics Manufacturing Service (EMS) and Realty, it is transitioning to engage itself in the business of thermal power generation, as detailed hereinafter.

Operational results - Standalone:

The total Income of the Company was Rs. 179456 lakhs (previous year of Rs. 36609 lakhs). The profit before tax was Rs. 174133 lakhs (previous year Rs. 21875 lakhs). The profit after provision for current tax of Rs. 29835 lakhs and deferred tax of Rs. (287) lakhs was Rs. 144585 lakhs (previous year Rs. 16674 lakhs) resulting in an EPS of Rs. 291.66 for the year (previous year Rs. 33.63).

Operational results - Consolidated:

On a consolidated basis, the total Income of the Company was Rs. 217952 lakhs (previous year Rs. 103013 lakhs). The profit before tax was Rs. 182703 lakhs (previous year Rs. 21733 lakhs). The profit after provision for current tax of Rs. 30795 lakhs and a deferred tax credit of Rs. (287) lakhs was Rs. 152195 lakhs (previous year Rs. 15702 lakhs) resulting in an EPS of Rs. 307.01 for the year (previous year Rs. 31.68).

The wholly owned subsidiary, IDL Explosives Limited (IDLEL) achieved a total Income of Rs. 24327 lakhs up to November 15, 2025 (Previous full financial year Rs. 55183 lakhs).

5. DIVISIONAL PERFORMANCE AND OUTLOOK

5.1 Electronics

The Electronics Manufacturing Service (EMS) business achieved an income of Rs. 326 lakhs. Our EMS segment works in the areas of commercial, automotive, IOT, industrial and defence. The EMS operations have been recently relocated to Gummadidala, near Hyderabad.

5.2 Realty 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. The Company is in the process of early monetization of the aforesaid ‘ecopolis project by sale of the entire project.

Hyderabad

The Company has so far completed sale of about 157.21 acres of land and the sale consideration amounts have been temporarily deployed in inter-corporate loans.

5.3 Outlook and Plans

Acquisition of Hinduja National Power Corporation Limited-Scheme of Merger:

During the year under review, the Company has initiated a Scheme of Merger of Hinduja National Power Corporation Limited (HNPCL) with the Company, strengthening its presence in the thermal power business. HNPCL owns and operates a 1,040 MW (2x520 MW) coal-based thermal power plant near Visakhapatnam, Andhra Pradesh, commissioned around 2016. As a fully commissioned and operational asset, the project has no greenfield execution risk, with both generating units in operation. The plant is supported by long-term Power Purchase Agreements (PPAs) and coal supply agreements, mitigating key operational risks. During FY 2025-26, HNPCL reported income from operations of Rs.293098 lakhs, net profit of Rs.26054 lakhs (including Rs.18157 lakhs of regulatory and exceptional income), and a net worth of Rs.804034 lakhs.

The plant is strategically located near Visakhapatnam, Andhra Pradesh, a high industrial and manufacturing- driven economy with growing power demand. Its coastal location provides potential for fuel flexibility through imported coal, while the availability of grid evacuation infrastructure, port access, water infrastructure, and a rail corridor under construction strengthens its long-term operational capability. The project also has identified receivables and is well positioned to benefit from the recovery in power demand across the Southern Region.

HNPCL offers significant long-term growth potential through a planned 600 MW brownfield expansion. The availability of land, water infrastructure, and rail connectivity provides a strong foundation for future capacity addition. The existing large project site and coastal location also offer long-term options for FGD retrofits and ammonia/hydrogen pilot co-firing, supporting future operational requirements.

Backed by the Hinduja Group, HNPCL benefits from strong promoter support, demonstrated project financing capability, and long-term operational viability. With a residual life of over 20 years, reasonable cost per MW, established infrastructure, and good payback visibility under stable operations, the project offers a scalable platform for future growth.

Monetization of Properties:

As part of its ongoing value unlocking initiatives, the Company is in the process of monetizing its land at Kukatpally, Hyderabad and ‘ecopolis project at Bengaluru.

GOCL-Electronics Manufacturing Services (GOCL-EMS):

Over the next few years, GOCL-EMS aims to strengthen its position as a Original Design Manufacturing (ODM) solutions provider by moving up the value chain from manufacturing to product design and engineering services. The strategy focuses on building strong Design for Manufacturability (DFM) capabilities, expanding engineering support, and partnering with OEMs from concept to production.

Key priorities include increasing local value addition, developing indigenous product designs, expanding into high-growth sectors such as industrial electronics, defence, IOT, Automotive and e-Mobility and leveraging Indias growing electronics ecosystem. Through longterm strategic partnerships with customers, the company aims to become a trusted innovation and manufacturing partner, driving sustainable growth and increasing its share of ODM-led business.

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 67.82%.

7. PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year. There were no outstanding public deposits at the beginning of the year under review. Accordingly, there are no unpaid, unclaimed or outstanding public deposits or outstanding interest as at March 31,2026.

8. SUBSIDIARIES

The Company has at present one subsidiary which is a material subsidiary, namely HGHL Holdings Limited which is based in the United Kingdom.

The disinvestment of a wholly owned material subsidiary, namely, IDL Explosives Limited, became effective on November 15, 2025.

The annual performance of the subsidiaries is as under:

IDL Explosives Limited reported a loss of Rs. 2801 Lakhs (up to November 15, 2025) (previous full year loss of Rs. 1843 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.

HGHL Holdings Limited, UK reported a profit of Rs. 2101 Lakhs (previous year Profit of Rs. 748 Lakhs). The OWO project, in which HGHL has a minority stake, is receiving good response and holds potential for shareholders value.

HGHL had in earlier years availed of Stand-By Letters of Credit (SBLC) based loan 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. This SBLC based loan has been fully repaid during the year.

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 subsidiary company 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/Corporate 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.

9. HUMAN RESOURCES/INDUSTRIAL RELATIONS

During FY 2025-26, the Human Resources & Industrial Relations function continued to focus on strengthening employee capability, leadership development, compliance management, and employee engagement across the organization. Over 25 training and development programmes were organized during the year with more than 90% employee participation, covering technical competency enhancement, quality systems, operational excellence, workplace safety, behavioral development, digital awareness and statutory compliance. The Company maintained strong compliance standards and continued to ensure adherence to all statutory and organizational requirements.

The Company also focused beyond professional development by fostering a positive and inclusive work culture through various employee engagement initiatives and celebrations of national and cultural festivals, Womens Day celebrations, team get-togethers, employee birthday celebrations, farewell events recognizing employees with long-standing association with the Company, employee recognition programs for outstanding contributions and success celebration events. These initiatives helped strengthen employee morale, collaboration, and a strong sense of belonging across teams.

Special emphasis was placed on leadership capability building and talent development initiatives, particularly for the EMS Division, to support future business growth and meet emerging operational challenges and ambitious targets. GOCL remains committed to building a future- ready workforce through continuous learning, employee engagement and leadership development initiatives.

Employment Practices & Disclosures:

Your Company is committed to maintaining fair employment practices and fostering a workplace culture

that promotes dignity, respect, diversity, inclusion and equal opportunity for all employees. The Company ensures equitable treatment in all aspects of employment and continues to provide a safe, inclusive and professional work environment.

The Company has adopted policies in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted an Internal Complaints Committee (ICC) to address and redress complaints relating to workplace harassment. All employees are covered under this policy. During the year under review, no complaints relating to sexual harassment were received. Regular awareness programmes and internal communication initiatives are conducted to reinforce employee awareness on workplace ethics, organizational policies, and compliance standards.

The Company is also committed to providing equal opportunity in employment without discrimination based on gender, age, disability, or background, and continues to promote merit-based growth and an inclusive workplace culture across the organization. Further, the Company remains compliant with all applicable labour laws and statutory requirements, including the provisions of the Maternity Benefit Act, 1961.

Safe Operations & Safety Awareness

Safety, one of the core values of the organization, forms the foundation of a strong safety culture. At GOCL, safety remains the highest priority, and the Company has implemented rigorous safety processes across all its operations.

During the decontamination and dismantling of the plant at Hyderabad, Standard Operating Procedures (SOPs) and Job Safety Analyses (JSAs) were developed and strictly adhered to. The Company continues to strengthen its safety standards and safety culture through regular awareness programs, toolbox talks, and internal safety training sessions for employees. Safety performance is closely monitored with regular discussions on safety-related issues.

Safety and Security reviews are conducted to ensure continuous oversight and improvement. Recognizing that the safety of people and operations is of paramount importance, the Safety Review Committee of the Board periodically reviews the Companys safety procedures and practices to enhance their effectiveness and further strengthen the organizations safety culture.

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

March 31,2026, 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:

Details of the transactions with related parties are provided in Note no. 38 of the accompanying Financial Statements.

Disclosures in 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 are furnished as per Annexure-A1 to this report.

During the year under review, the Company has identified HNPCL as a related party and initiated a Scheme of Merger of HNPCL with itself. The merger is based on independent valuation and on arms length basis.

All related party transactions or arrangements, mostly with the wholly owned subsidiaries, are on arms length 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.

Related Party Transactions under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

During the year under review, there were no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-avis the Company.

The Company has identified certain transactions of security and guarantees in favour of Hinduja Energy (India) Limited ("HEIL") and Hinduja National Power Corporation Limited ("HNPCL") as Related Party Transactions ("RPTs"). At the time of initiation of the aforesaid transactions, based on assessment of the relationship, HNPCL and HEIL were not identified by the Company as related parties. Subsequently, pursuant to the deliberations in connection with formulation of scheme of merger of HNPCL with GOCL and related accounting treatment, HEIL and HNPCL were identified as related parties of the Company. Accordingly, the following transactions were considered as material related party transactions:

(a) Provision of security and guarantee by the Company in connection with a loan facility of Rs.220 crore availed by HEIL during FY 2025-26, which has since been fully repaid; and

(b) Provision of security and guarantee by the Company in connection with loan facilities availed by HNPCL aggregating to Rs.1096.10 crore during FY 202021, subsequently refinanced through a loan facility of Rs.450 crore during FY 2024-25, with an outstanding amount of Rs.379.15 crore as on the date of approval of this Report and proposed to be continued for the remaining tenure of the loan.

The Audit Committee, comprising solely of Independent Directors, reviewed and approved the aforesaid transactions. The Board, after considering the recommendations of the Audit Committee, ratified the aforesaid transactions and approved obtaining post- facto approval of the Members under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act 2013. The Shareholders of the Company have accorded their post-facto approval for the aforesaid transactions by way of a postal ballot on July 07, 2026.

Related party transactions entered, 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.

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. Amar Chintopanth, Independent Director and Chairman of the Committee, Mr. Aditya Sapru, Independent Director and Mr. M. Vasudev Rao, Non-Executive and Non- Independent Director 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. 33.00 lakhs during the financial year 2025-26 towards the CSR purposes and transferred Rs. 67.12 Lakhs pertaining to ongoing project to CSR Unspent Account.

The Annual Report on CSR activities is annexed herewith as ‘Annexure- B. The Whole-Time Director & 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.

Cost Records and Cost Audit

The Company has exited the Energetics business and has ceased to be a manufacturer of detonators, detonating fuse, explosives, etc. The Company is now engaged in Electronics Manufacturing Services (EMS), the turnover of which is currently below the threshold prescribed under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. Accordingly, the appointment of Cost Auditors is not required for the financial year 2025-26.

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 Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Auditors Report for the FY 2025-26 does not contain any qualification, reservation or adverse remark other than the one relating to the security and guarantee transactions with HNPCL and HEIL - "The transaction with Hinduja Energy (India) Limited (HEIL) and Hinduja National Power Corporation Limited (HNPCL) which are related parties of the Company and being material related party transactions the Company shall take remedial actions including but not limited to obtaining necessary approval from the shareholders". The Secretarial Audit Report is annexed herewith as ‘Annexure C1.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report issued by M/s Ravi & Subramanyam, Company Secretaries, Hyderabad contained the same remarks pertaining to the related party transactions as mentioned in the Secretarial Audit Report FY 2025-26 and the same 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 complies 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 2025-26.

Remarks in the Audit Reports

The Statutory Auditors have included an Emphasis of Matter in their Report, being an Unmodified Opinion, in respect of certain transactions involving the provision of security and guarantees in favour of Hinduja Energy (India) Limited (HEIL) and Hinduja National Power Corporation Limited (HNPCL), which were subsequently considered as Material Related Party Transactions. At the time of initiation of these transactions, HEIL and HNPCL were not identified as related parties of the Company based on the assessment of the relationship. Pursuant to the subsequent deliberations, HEIL and HNPCL are identified as related parties of the Company; and the transactions with these parties are considered as related party transactions.

Remarks in the Secretarial Audit Report and the Annual Secretarial Compliance Report are mentioned hereinabove.

The transactions, in respect of which the Auditors have remarked as aforesaid, were placed before and approved/ratified by the Audit Committee comprising solely of Independent Directors and thereafter approved/ratified by the Board. The Shareholders of the Company have accorded their post-facto approval for the aforesaid transactions by way of a postal ballot on July 07, 2026 and remedial actions will also be taken including representation before relevant regulatory authorities, as the case may be.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors and the 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. However, a deficiency was noted in internal financial controls with reference to identification of related parties for which necessary steps are being taken to improve the process.

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 Rs. 550664 (pertaining to dividend for FY 2017-18) 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 16634 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 mentioned hereinbelow -

Mr. M. Vasudev Rao (DIN: 00042884) was appointed as a Non-Executive & Non-Independent Director.

Mr. Sudhanshu Tripathi (DIN- 06431686) retired by rotation at the 64th Annual General Meeting of the Company.

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 recommended 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/policy/Remuneration.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 that 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, Committee 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 to 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 are up to date.

21. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability report (BRSR) for the year ended March 31, 2026 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 to 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/AC4109203 MGT-7 2025-26.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, which forms part of this Report 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
	Debabrata Sarkar
Place: Mumbai	Chairman
Date: August 13, 2026	DIN: 02502618