Gujarat Mineral Development Corporation Ltd Directors Report

FY 2024-25

The Shareholders,

Gujarat Mineral Development Corporation Limited

Dear Members,

It gives us immense pleasure to present the 62nd Annual Report of your Company, along with the audited financial statements for the financial year 2024-25. This report outlines the performance, strategic developments, and key achievements of the Company during the year under review, as your Directors remain committed to transparency, accountability, and long-term value creation for all stakeholders.

Financial Performance

FY 2024-25 was a year of steady growth and robust financial performance for your Company. The Companys focus was on operational discipline, strategic resource allocation, and cost optimization. Despite evolving macroeconomic challenges, your company continued to strengthen its core competencies and delivered consistent performance.

The Company recorded its second highest ever annual revenue from operations and third highest Profit Before Tax, as a result of strategic production management in core mineral segments and sustained improvements in efficiency. Margins remained healthy, supported by higher volumes in lignite sales and a significant increase in bauxite production.

To ensure transparent and comprehensive performance analysis, the following key financial metrics are presented for the current and previous financial years:

Key Financial & Operational Metrics (Rs in Crore)

Metric	FY25	FY24	% Change (YoY)
Revenue from Operations	2,851	2463	+16%
EBITDA	992	876	+13%
Profit Before Tax (PBT)	897	796	+13%
Lignite Sales Volume (Lakh MT)	80.2	63.7	+26%
Bauxite Production (Lakh MT)	2.8	2.1	+33%

Review of Business Operations Lignite Projects

In FY 2024-25, the Companys lignite business witnessed marked improvement, driven by consistent operational discipline and focused mine development. Our flagship project maintained its leadership position, contributing significantly to the overall lignite output. Strategic efforts at other key projects led to improved performance, with one of the previously underutilized mines registering a noteworthy recovery during the year.

Most operational mines recorded enhanced productivity, supported by better equipment uptime and optimized deployment of manpower and resources. Revenue generation aligned with production trends, indicating operational stability and improved market offtake. Despite a dip in one of the legacy projects, the overall revenue from lignite operations grew over the previous financial year, highlighting effective resource management and resilience of the business model.

Lignite Production and Revenue

Project	Production (Lakh MT)		Revenue (Rs Crore)
	FY25	FY24	FY25	FY24
Mata no Madh	37.3	32.3	1173	1057
Bhavnagar	20.1	13.1	650	457
Umarsar	15.5	14.1	463	482
Tadkeshwar	6.2	0.3	247	14
Rajpardi	1.1	3.9	75	240
Total	80.2	63.7	2608	2250

Customer centric approach

In FY 2024-25, your company placed customer engagement at the core of its strategy, leveraging data-driven insights, digital innovations, and proactive outreach to enhance client experiences and drive sustainable growth. The company team engaged with close to 1500 customers in FY 2024-25 and was able to increase its customer base by 20-30%. This improved customer base resulted in 3% increase in the production for your company.

Apart from expanding the customer base, these engagements provided an opportunity to interact with existing customers as well wherein they were able to raise their concerns and suggest improvement areas for the Company. Your company took measured approach and addressed legacy issues affecting the client base and worked towards building an ecosystem for sustainable development of all stakeholders.

Our efforts focused on understanding customer needs, re- engaging inactive customers, and expanding our reach within Gujarat and beyond, ensuring GMDC remains a trusted partner for industries across diverse markets.

Overcoming Monsoon Challenges: Driving Sales Through Strategic Initiatives

Historically, monsoon seasons posed significant sales challenges for your Company, with reduced volumes becoming a recurring concern. Further, monsoon brings an opportunity to push its lignite easily into the market as the usually competitive imported coals prices skyrocket owing to seasonal challenges. Recognizing this pattern, your Company implemented targeted strategic initiatives in FY 2024-25 to address these seasonal obstacles and transform performance outcomes.

Through focused monsoon planning and operational excellence, your Company successfully reversed this trend, delivering exceptional Q2 sales of 16 lakh tonnes the highest volume achieved in three years. This breakthrough was accomplished by implementing best practices and enhanced operational standards specifically designed to counter seasonal demand fluctuations. The efforts included mining strategies to avoid disruptions during peak monsoon and best in class isolation practices to cover up the Lignite to minimise moisture ingression while stacking and dispatching as well.

Key Strategic Measures

New Frontiers - Pioneering Resource Leadership with Purpose

FY 2024-25 was a landmark year in your Companys journey of strategic diversification and national value creation. Adhering to its 6-decade legacy of powering Gujarats industrial growth, your Company ventured into new geographies, minerals, and energy verticals with a balanced approach rooted in environmental stewardship, stakeholder trust, and forward-looking governance.

Each initiative taken this year is a testament to your Companys growing role as an integrated resource organisation supporting Indias vision of self-reliance, clean energy transition, and equitable development.

Copper Project - From untapped reserve to strategic lead

In the global landscape, copper stands as a mineral of strategic importance, primarily driven by the imperative of the clean energy transition. Its exceptional electrical and thermal conductivity makes it indispensable for electric vehicles, renewable energy infrastructure such as solar and wind power installations, and the modernization of vast electric grids. This evolving paradigm presents a significant opportunity for your Company, aligning with its strategic vision for diversified growth. Your Company is actively progressing a pre-feasibility study for a beneficiation plant for its copper project at Ambaji in Gujarat, making a pivotal step towards contributing to Indias resource security and leveraging the escalating global demand for this vital metal.

Your Company has made significant progress in operationalising its copper project near Ambaji in Banaskantha, with exploration initiated over a 184-hectare area. With 7.3 million tonnes of reserves containing Copper, Lead, Zinc, and trace elements like Silver, Cadmium, Germanium, and Selenium, this project is among the richest globally in metal concentration.

A beneficiation plant is proposed to recover multiple metal streams for electronics, transport, clean energy, and export markets. With stakeholder engagement and environmental planning underway, the project marks your Companys formal entry into non-ferrous mining, aligned with Indias Atmanirbhar Bharat vision in strategic metals.

Your Companys Strategic contribution towards National Critical Mineral Mission

As the world advances toward a future centered on clean energy, digital technologies, and national security, Rare Earth Elements (REEs) have become indispensable. Your Company is leading a crucial initiative to develop Indias REE potential through its project in Gujarat, positioning the state as a strategic center for rare earth processing hub.

The deposit under development contains Light Rare Earths, and your Company will produce Total Rare Earth Oxides (TREOs). These are essential for a range of high-value and critical applications. The elements targeted for extraction, such as Lanthanum (La) and Cerium (Ce), play a vital role in NiMH batteries used in portable equipment, optical lenses for thermal and night vision systems, polishing of missile domes and advanced sensors, fuel catalysts, and La-alloys used in armour-grade steel. While, Neodymium (Nd) and Praseodymium (Pr) have significant applications in the defence, aviation, and automobile sectors aimed at building a complete mine-to-magnet value chain.

With Gujarats strong industrial foundation, supportive policy environment, and advanced infrastructure, the state is well placed to attract investment in key sectors such as defence manufacturing, electric mobility, renewable energy, and aerospace. This initiative will reduce Indias reliance on REE imports, enhance critical mineral security, and elevate the countrys position among the top global players in the rare earth sector. Your Companys Rare Earth initiative represents a strategic step toward Aatmanirbhar Bharat and Viksit Gujarat aiming at responsible resource utilisation, environmental stewardship, and inclusive local development.

Coal Gasification - Venturing into clean energy value- added business

In keeping with Indias National Coal Gasification Mission, your Company has initiated feasibility studies for coal and lignite gasification to produce cleaner fuels such as syngas, methanol, and hydrogen. This transition enables better environmental performance from your Companys existing fuel assets while unlocking new applications in fertilizers, petrochemicals, and power.

The initiative positions your Company to be an early mover in future-ready industrial fuels, combining circular economy principles with energy innovation.

Renewable Energy Additions - Contributing towards green goals

During FY 2025 a strategic intervention has been initiated for Solar and Hybrid C & I power generation. A dedicated internal committee was set up to identify locations, structure SPV frameworks, and engage industrial power consumers for long-term partnerships.

Your Company plans to repurpose mined-out land for clean energy installations, creating synergies between land restoration and decarbonisation. This initiative underscores your Companys broader identity from a mining PSU to a climate-aligned energy and resource enterprise.

Thermal Power Project

In pursuit of operational capabilities, your Company launched Project Disha in collaboration with industry domain experts / consultants. This strategic initiative aims to revitalise ATPS and unlock its full potential as a key component of Gujarats energy value chain. For your Company, ATPS is strategically important as it supports energy security and ensures reliable power supply. This aligns with your Companys vision of integrated growth across mining and energy.

A detailed assessment has led to the selection of asset turnaround as the optimal strategy. Under the meticulous supervision of L&T - S&L (our Project Management Consultant), specialised work packages have been defined to guarantee a successful overhaul. Esteemed and technically skilled service providers, including Honeywell for upgrading the central DCS and instrumentation system, OEM Ansaldo along with Power Mech Projects for boiler, ESP, and turbine overhaul, and Macgele for the BOP package, have been enlisted through a rigorous quality-cum-cost based selection process.

The transformation is currently underway and in its final stage with anticipated post-turnaround improvements expected to enhance both operational and financial performance - projecting over 80% plant availability and profitability. This reliable and efficient power output from ATPS is anticipated to drive economic growth and community development, symbolising a leap towards a sustainable future.

Renewable Power - Existing Business

During FY 2024-25, the Companys renewable energy operations comprised wind and solar power projects with a total installed capacity of 205.9 MW, including 200.9 MW from seven wind projects and 5 MW from a solar project at Panandhro. The wind projects generated a total of 320.92 million units (MU), achieving a plant load factor (PLF) of 18.24% and a machine availability (MA) of 90.82%, resulting in a total revenue of Rs122.70 crore and a profit of Rs38.59 crore. Among these, the Rojmal wind project delivered the highest generation of 88.28 MU with a PLF of 20.16%, contributing Rs36.33 crore in revenue and Rs15.91 crore in profit. The Adodar (Gorsar) project demonstrated the highest PLF at 26.74%, while Lathedi (Bada) was the only project to report a marginal loss.

In solar operations, the Panandhro solar plant generated 6.60 MU at a PLF of 15.14%, earning Rs3.2 crore in revenue and a profit of Rs0.73 crore.

Enhancing Bauxite Operations

Your Company strengthened its bauxite operations in FY 2024-25 by achieving record-high sales volumes of 5.0 lakh tonnes, a significant rise from 3.20 lakh tonnes in the previous year. This sharp growth translated into a revenue contribution of Rs105 crore, making bauxite the largest contributor to our total non-lignite revenue.

The surge was driven by strategic initiatives such as expanded customer outreach, improved inventory management at Gadhsisa, and well-timed auctions of non-plant grade bauxite from Mevasa, which aligned with peak market demand and yielded higher realizations. Operational best practices, including optimized stacking, grading, and dispatch coordination, alongside proactive monsoon planning, ensured uninterrupted operations and safeguarded material quality. These collective efforts have reinforced your Companys leadership in Gujarats bauxite market, serving critical industries such as cement and aluminum, and set a robust foundation for continued growth in the non-lignite segment.

Boosting Bentonite and Ball Clay Markets

Bentonite and Ball Clay been traditionally having a very poor visibility in overall your Companys revenue share as these are the byproduct to our lignite operations. Adhering to the principles of mineral conservation, your Company took a step back and revisited the potential of these minerals and conducted a holistic market diagnostic study.

Based on which, bentonite and ball clay operations saw robust growth, with increased sales from projects in Kutch and Rajpardi. By expanding our customer base, we deepened our market penetration in Gujarat, catering to industries like ceramics and construction, reinforcing our commitment to reliable supply for diverse applications.

Leveraging Silica Sand for Sustainable Value Creation

In your Company, silica sand previously treated as overburden at our Rajpardi lignite mine has been successfully repositioned as a valuable byproduct, aligning with our commitment to mineral conservation and sustainable mining practices.

In FY 2024-25, the company achieved notable sales growth of ~255% by repurposing this material, supporting the glassmaking and foundry industries in Gujarat. By entering into long-term supply arrangements with key industrial clients, we have not only created an additional revenue stream but also promoted responsible resource utilization, reducing waste and contributing to a circular mining economy. This initiative underscores your Companys approach to maximizing value from existing assets while reinforcing environmental stewardship.

Expanding Fluorspar and Manganese Reach Fluorspar Growth Potential

The growth in global chemical demands and increasing use of fluorite in Cement, Iron & Steel, Glass Industries is driving the demand of fluorspar and its global market is projected to grow at 5-6% CAGR. In India, the market growth of fluorochemicals is driven by downstream sectors like automobile, air conditioning, refrigeration, construction, cold storage and pharma / life science segments and this demand is currently fulfilled by mostly imports which contribute close to 95% of demand.

With this rising demand for fluorspar across Gujarat and India, your Company successfully revived operations at its Kadipani Fluorspar Project which is the only major source of fluorspar in India. In FY 2024-25, your Company achieved 100% sale of production (1,156 MT), supporting domestic industry needs and reducing import dependence. This revival strengthens your Companys position as a reliable supplier of a strategic mineral and sets the stage for long-term value through potential beneficiation.

Manganese

Your Company has been prioritizing sustainability in its mining value chain to maximize the resource potential of minerals. Following this new approach for Shivrajpur, the manganese operations were revived wherein the earlier segregated low- grade manganese will be finding its way into the market to appropriate consumers. Additionally, the earlier Manganese Supply Agreement of 2018 with M/s Aikya Chemical Private Limited was concluded, addressing various operational aspects and new ore grades were introduced to determine the basic price of manganese and identify relevant stakeholder. This positions your Company to play an expanding role in Indias critical mineral ecosystem as manganese is one of the critical minerals identified by the Government of India.

Odisha Coal Blocks - Scaling Beyond Gujarat

Under Project SHIKHAR, your Company continued building a robust coal business in Odisha, with progress across three blocks Baitarni West, Burapahar, and Kudanali-Lubri. Baitarni West, the flagship project with over 1,000 million tonnes of geological reserves and a peak capacity of 15 MTPA, has achieved key milestones including mining plan approvals and public consultations.

Agencies have been mobilised for land acquisition, environment and forest clearance, and rehabilitation. These blocks will cater to Indias industrial energy needs and strengthen your Companys diversified resource base beyond Gujarat.

Next-Gen Lignite Expansion - Building Tomorrows Energy Backbone

To ensure long-term lignite availability and replace depleting legacy mines, your Company undertook its most ambitious lignite expansion comprising six new mining projects across Kutch and South Gujarat. These include Lakhpat, Panandhro Extension, Bharkandam, Ghala, Valia, and Damlai, collectively adding 482.9 million tonnes of reserves to Gujarats energy supply base.

All mines are at various stages of implementation, with mining contracts awarded, land acquisition underway, and phased development aligned with environmental protocols. This lignite pipeline will serve Gujarats MSME sector, reduce dependence on imported coal, and strengthen your Companys role as a key contributor to the states energy resilience.

Strategic Opportunities

Monetising Major Limestone Reserves in Kutch to Establish a Cement Hub in Gujarat

Your Company holds three greenfield lignite blocks in Western Kutch, Gujarat, underlain by an estimated 2.5 billion tons of cement-grade limestone one of the largest such reserves in India. As part of its strategic diversification, your Company aims to monetize this resource in three phases over the next 3-5 years: Lakhpat Punrajpur (Wave I), Panandhro Extension (Wave II), and Bharkandam (Wave III). In Wave I, your Company offered 800 million tons through an EOI and competitive bidding process, culminating in the selection of three companies. A long-term supply agreement has been signed with J K Cement Ltd., and agreements with the other successful bidders are underway. These initiatives are part of your Companys vision to transform Western Kutch into a major cement production hub, leveraging its coastal advantage, market access, and efficient logistics. The initiative is expected to spur industrial development, attract investments, create employment, and significantly contribute to the State Exchequer through various mineral and tax revenues.

Strategic Collaboration with GACL For Development of Hybrid Renewable Energy Project

Your Company proposes to jointly develop a 270 MW Hybrid Renewable Energy (RE) Captive Project (comprising 135 MW Solar and 135 MW Wind) in collaboration with Gujarat Alkalies and Chemicals Limited, a company promoted by Government of Gujarat. After evaluating various implementation models and financial structures, a Memorandum of Understanding (MoU) has been entered into with GACL to establish a Special Purpose Vehicle (SPV) with an initial shareholding of your Company at 51% and GACL at 49%. The SPV will subsequently invite a strategic Developer through a transparent bidding process, after which the shareholding will be restructured as: Developer - 51%, GACL - 26%, and your Company - 23%. The project is estimated to require a total capital outlay of Rs1,670 crore, with an equity contribution of Rs500 crore. Your Company will play a lead role in identifying and arranging land and will ensure that appropriate contractual arrangements are in place for eventual asset.

Dividend

Your Directors are pleased to recommend a dividend of Rs10.10 per share on the face value of Rs2 per share. This recommendation results in a total dividend payout of Rs321.18 crore on the paid-up equity share capital of Rs63.60 crore. The company adheres to the dividend distribution policy issued by the Government of Gujarat (GoG). The Dividend Distribution Policy of the Company is readily available on the Companys website :

https://www.gmdcltd.com/about/corporate-policies-gmdc/

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

In compliance with Section 124 of the Companies Act, 2013, and relevant provisions thereof, any unclaimed or unpaid dividends for the financial year 2017-18 will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government on the specified due date. Additionally, pursuant to the IEPF Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016, the company will transfer shares of shareholders who have not claimed their dividends for a consecutive period of seven years.

Taxation

The Income Tax assessment for the Financial Year 2022-23 has been concluded, with the Company contributing Rs246 crore towards income tax for the year under review.

Internal Audit

M/s Ashok Chhajed & Associates, Chartered Accountants, have conducted the internal audit of the Company during the reviewed period.

Statutory Audit

M/s Dhirubhai Shah & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors for the Financial Year 2024-25 by the Comptroller & Auditor General of India.

Audit by Comptroller & Auditor General of India

As a Government entity, your Company underwent a supplementary audit of its financial statements for the year ended 31st March, 2025, as mandated by Section 143(6)(a) of the Companies Act, 2013. The Comptroller & Auditor General (C&AG) has not raised any adverse comments or issued supplementary reports alongside the statutory auditors report. Detailed observations of the C&AG are provided in Annexure I.

Cost Audit

The Cost Audit Report for the Financial Year 2023-24 was submitted on 23.08.2024. For the Financial Year 2024-25, M/s Dalwadi & Co., Cost Accountants, have been appointed as the Cost Auditors of the Company.

Secretarial Audit

In compliance with Section 204 of the Companies Act, 2013, M/s. Vivek Vakharia & Co., Practicing Company Secretaries, have been engaged to perform the Secretarial Audit for the financial year 2024-25. The detailed Secretarial Audit Report is appended as Annexure II.

Compliance of Secretarial Standards

The Company has complied with the relevant Secretarial Standards in its operations.

Particulars of Employees

Your Company did not engage any individual who received remuneration amounting to Rs1,02,00,000 or more for the entire financial year, or those who received Rs8,50,000 or more per month for part of the year, in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014. The details of other employees, as required under Section 197 (1) of the Companies Act, 2013, read in conjunction with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure III of the Boards Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Further disclosures pertaining to the conservation of energy, technology absorption, and foreign exchange earnings and outgo, as mandated by Section 134(3)(m) of the Companies Act, 2013, and Rule 8(3) of the Companies (Accounts) Rules, 2014, are comprehensively detailed in Annexure IV. Annexure IV constitutes an integral part of this report.

Business Responsibility and Sustainability Report

Pursuant to the directive from the Securities and Exchange Board of India (SEBI), the first 1000 listed entities are required to include a Business Responsibility and Sustainability Report within their Boards / Annual Report starting from the fiscal year 2023-24. Therefore, as mandated by Regulation 34 of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report is enclosed herewith as Annexure-V.

Material Changes

There have been no substantial alterations or commitments that have impacted the financial position of the Company between the end of the relevant financial year and the date of this report.

Risk Management

In your Company, risk management is a strategic enabler embedded within its decision-making processes. The Company has adopted a robust Enterprise Risk Management (ERM) Framework. This framework helps in effectively managing uncertainties, responding to potential threats, and capitalizing on emerging opportunities. It begins with clearly defining the scope, context, and criteria of risk, in line with the companys internal dynamics and external environment. Your Companys approach emphasizes a comprehensive risk assessment process. This process encompasses risk identification through stakeholder engagements, risk analysis that evaluates likelihood and impact, and risk prioritization based on risk ratings. This enables the company to focus on critical risk areas that could affect strategic and operational objectives.

Particulars of Loans, Guarantees, or Investments under Section 186 of the Companies Act, 2013

Your Company did not extend any loans or guarantees under the purview of Section 186 of the Companies Act, 2013.

Deposits

Your Company neither accepted nor renewed any deposits during the fiscal year under review.

Particulars of Contracts or Arrangements with Related Parties

Throughout the fiscal year, all transactions between your Company and related parties were conducted in accordance with standard business practices and at arms-length. Importantly, there were no contracts, arrangements, or transactions with related parties that would qualify as material under Section 188 of the Companies Act, 2013, consistent with your Companys Related Party Transactions Policy. As a result, the disclosure requirement under Form AOC - 2, as specified in Section 134 (3) of the Companies Act, 2013, does not apply. Furthermore, transactions with other government entities are exempted under both the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015, owing to your Companys governmental status. The Companys Policy on Related Party Transactions is readily accessible on the Companys website:

https://www.gmdcltd.com/download/Corporate-Policies.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports.

In response to the observations made by the Practicing Company Secretary in their report regarding the constitution of certain Board Committees, it is clarified that the Company, being a Government Company, is subject to the administrative control of the Government of Gujarat. The appointment of Directors on the Board is carried out by the Government in accordance with the provisions of Section 149(6) and other applicable provisions of the Companies Act, 2013. As a result, there was a time lag in the constitution of the Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee as per statutory requirements. However, the Company has taken necessary steps to comply, and the constitution of the said Committees was completed by February 2025.

Annual Return

The annual return, as required by Form No. MGT-7 under Section 92(1) of the Companies Act, 2013, in conjunction with Rule 11 of the Companies (Management and Administration) Rules, 2014, is accessible for review on the Companys official website: https://www.gmdcltd.com/annual-return/.

Your Companys Policy on Directors Appointment, Remuneration, and Duties Discharge

As a Government Company, the Government of Gujarat appoints Directors to your Company, with the exception of Independent Directors. Your Company compensates its Directors exclusively through sitting fees and reimbursement of out-of pocket expenses. The appointment of Independent Directors necessitates shareholder approval at General Meetings. Except for the Managing Director, all Directors of your Company hold non-executive positions.

Number of Board Meetings Held

During the Financial Year under review, a total of five (5) Board Meetings were convened.

Board of Directors

During the year under review, the Government of Gujarat, appointed Smt. Mamta Verma, IAS, Principal Secretary, Industries and Mines Department, as a Director on the Board of the Company vice Shri S J Haider, IAS.

Shri S B Dangayach and Shri Nitin Shukla ceased to be the Independent Director due to completion of their two consecutive terms.

Pursuant to the requirement of SEBI (LODR) Regulations, 2015, read with the Companies Act, 2013, Dr. Sharvil Patel and Shri Rajinder Khanna, IPS (Retd.) were appointed as Independent Directors on the Board of your Company. Directors Responsibility Statement

Pursuant to the requirements of Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013, the Directors affirm that:

• The Financial Statements for the Financial Year ended 31st March, 2025, have been prepared in accordance with the applicable accounting standards, with proper explanation provided for any material departures;

• They have selected and consistently applied accounting policies, made reasonable and prudent judgements and estimates, to present a true and fair view of the companys state of affairs as at 31st March, 2025, and of its profit and loss for the year then ended;

• Adequate accounting records have been maintained in accordance with the provisions of the Act, ensuring the safeguarding of the companys assets and the prevention and detection of fraud and other irregularities, if any;

• The Financial Statements have been prepared on a going concern basis;

• Internal financial controls have been laid down by the Directors, which are adequate and were operating effectively; and

• Proper systems have been devised to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

Declaration of Independent Directors

The Independent Directors affirm their adherence to all the requirements stipulated under Section 149(6) of the Companies Act, 2013, thus qualifying them for appointment as Independent Directors in accordance with statutory provisions and applicable regulations.

Disclosure of Composition of Audit Committee and Implementation of Vigil Mechanism

During the reviewed period, the Audit Committee was constituted with the following members:

• Shri S B Dangayach, Independent Director, Chairman (Upto 09.10.2024)

• Smt. Gauri Kumar, IAS (Retd.), Independent Director Chairperson (From 09.10.2024)

• Ms. Arti Kanwar, IAS, Director, Member

• Shri Nitin Shukla, Independent Director, Member (Upto 09.10.2024)

• Dr. Sharvil Patel, Independent Director, Member (From 17.01.2025)

• Prof. Shailesh Gandhi, Independent Director, Member

Your Company has instituted a comprehensive Vigil Mechanism Policy to uphold the highest standards of ethical conduct and corporate governance. This policy provides a secure and confidential framework for employees, Directors, and stakeholders to report genuine concerns related to unethical behaviour, actual or suspected fraud, or violations of the Companys code of conduct. This policy incorporates necessary safeguards to shield employees and Directors from any form of retaliation for reporting concerns. Furthermore, direct access to the Chairperson of the Audit Committee has been facilitated for reporting issues related to employees and company interests. The Vigil Mechanism Policy is accessible on your Companys official website under the Corporate Policies section

https://www.gmdcltd.com/about/ corporate-policies-gmdc/

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

Your Company has instituted a Sexual Harassment Policy in compliance with the provisions set forth in The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been established to handle grievances related to sexual harassment. This policy applies to all employees, encompassing permanent, contractual, temporary, and trainee personnel.

Summary of sexual harassment complaints received and addressed during the fiscal year 2024-25:

• Number of complaints received: 0

• Number of complaints resolved: 0

• Number of complaints pending for more than 90 days : 0 Compliance with the Maternity Benefit Act, 1961

The Company hereby confirms that it has complied with the provisions of the Maternity Benefit Act, 1961, including amendments thereto, relating to maternity benefits and other entitlements to female employees during the financial year 2024-25.

Consolidated Financial Statements

The Consolidated Financial Statements of your Company have been diligently prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, and the Companies (Indian Accounting Standards) Rules, 2015, along with other applicable statutory provisions. These statements constitute an essential part of this Annual Report. Furthermore, a statement outlining the key aspects of the Financial Statements of Subsidiaries / Associate Companies / Joint Ventures, as per the specified format AOC - 1, is included in Annexure VI.

Corporate Governance

In adherence to the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, a detailed Corporate Governance Report is appended in Annexure VII of this Annual Report.

Management Discussion & Analysis

Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 201 5, the Management Discussion and Analysis report is incorporated in Annexure VIII, and constitutes an essential component of this report.

Environmental Stewardship and Sustainability Initiatives

Lignite remains a vital source for thermal energy generation. Your Company firmly upholds that environmental conservation is of paramount importance alongside fostering progress and development, in alignment with the Honble Prime Ministers vision to establish India as a Green Energy nation.

To mitigate pollution, your Company has integrated Electrostatic Precipitators (ESPs) within the Thermal Power Project to regulate emissions from boiler stacks. Additionally, Dry Fog Systems have been implemented to control fugitive dust emissions during material handling via conveyors. Strategically, the Company is planning the installation of Continuous Ambient Air Quality Monitoring Stations to enhance environmental monitoring practices. Your Company actively promotes an ethos of environmental and health consciousness, striving towards carbon and climate neutrality through exemplary operational and managerial practices. Noteworthy initiatives include the adoption of drip irrigation techniques, installation of Fog canon for effective dust suppression with efficient water utilization, the utilisation of recycled water from Mining pits. Further, enhancing environmental stewardship, your Company has installed a containerised Reverse Osmosis (RO) plants at Two of its Lignite Projects to treat mine pit to use it for various purposes, alongside ongoing efforts to explore innovative technologies for its advanced treatment and utilisation. Managing of the Sewage at one of the Lignite Project of your Company, a Packaged FRP based Sewage Treatment Plant is under installation of capacity 25 KLD and the treated water is planned to be recycled for Gardening purposes on site.

As an effort towards Waste Management, the Company launched a Fly Ash Brick Plant at its Akrimota Thermal Power Station (ATPS), Kutch. The plant aims to utilise fly ash generated at the power station to manufacture eco-friendly bricks. This initiative reflects your Companys continued focus on effective waste management, sustainable resource utilisation, cost-effective operations, and promotion of circular economy principles. It also reinforces the Companys commitment to responsible environmental practices and infrastructure self-sufficiency at sites.

As part of our commitment to community and ecological responsibility, your Company has cultivated Napier and Hathi grass at its Mine in Kutch and has been successful which will be planned to initiate at a large scale to support the nourishment of cattle, contributing to the welfare of local livestock and promoting harmony between people and nature.

Emphasising greenbelt development, your Company has successfully conducted extensive plantation drives during FY 2024-25, resulting in the planting of 98,118 saplings across 84.75 hectares of mine lease and residential colony areas. These efforts were collaboratively undertaken with the State Forest Department, local villages, and societies, among other stakeholders.

Industrial Relations, Health & Safety

Your company remains firmly committed to ensuring a safe and healthy work environment for its employees, contractors, and visitors. This report highlights your Companys comprehensive approach to safety management, encompassing proactive risk identification, strict regulatory compliance, and a continuous focus on improving safety practices across all operations.

In line with your Companys commitment to enhancing workplace safety and health standards, special training programme on the Safety and Health Management System (SHMS) Audit was conducted by a distinguished professor from the Indian Institute of Technology (IIT), Kharagpur as per Ministry of Coal guidelines, reflecting your Companys continued commitment to strengthening workplace safety and health standards. The programme brought together safety officers, mine managers, and key personnel from various project sites to enhance their understanding of SHMS guidelines and audit procedures.

Your Company proactively organizes comprehensive medical examinations, skill-enhancement vocational training sessions, and critical first aid and firefighting workshops to safeguard employee well-being and foster a culture of safety awareness, resilience, and emergency preparedness across all operational sites.

A Bipartite Safety Review Meeting was held at the Companys Corporate Office in March 2025 between your Company Management and Trade Union representatives. The meeting focused on reviewing safety practices and strengthening workplace safety through mutual collaboration.

Your company proudly holds ISO 45001:2018 certification at the project level, reflecting our strong commitment to Occupational Health and Safety (OH&S). This certification highlights our dedication to implementing effective OH&S management systems that prioritize the well-being of our workforce and stakeholders.

During the reporting period, the Company maintained positive and collaborative industrial relations with union representatives. This cooperative environment encouraged open dialogue and mutual support, enabling the effective resolution of concerns and the achievement of common goals. The Company successfully concluded the Charter of Demand in alignment with the Seventh Pay Commission with the Employee Unions, which was duly approved by the Government of Gujarat.

Corporate Social Responsibility

Well before Corporate Social Responsibility (CSR) became the by-word in corporate circles, your Company has had a history of enduring associations with communities and regions of its operations. It established the Gramya Vikas Trust (GVT) as the companys dedicated social development arm in 1991 for materializing its CSR vision. Today, GMDC-GVT aligns its CSR projects in accordance with the provisions of Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. The company has been steadily enhancing its outlay for community development projects and in FY 2024-25, its CSR stood at Rs25.50 crore (Excluding donation of Rs 52.94 Crore in kind).

Your Companys CSR activities touched an estimated 3.82 lakh community members across 290 villages in Gujarat and Odisha. The projects cover Bharuch, Bhavnagar, Chhota Udepur, Devbhumi Dwarka, Kutch, Panchamahals and Surat districts in Gujarat, and Angul and Sundargarh districts in Odisha.

As they stand today, the companys CSR initiatives have evolved into a comprehensive and interdependent matrix of programmes. The thrust areas include healthcare, education, skill development, infrastructure, environmental sustainability, and culture & heritage. Within the local context of a village, these programmes reinforce and build upon each other, and their impact has been most apparent at the household level, when families start to become more resilient, economically stable and equipped to seek new opportunities.

Its strategy for CSR focuses on:

• Creation of stakeholder value, community impact and corporate longevity

• Development of products or services that have intrinsic societal value

• Cost-efficient, long-term scalable programmes with wide outreach

• Community-driven programmes with long-term sustainability

GMDC-GVT has had a long involvement in the improvement of access and delivery of health services within its project areas. Its initial initiatives focused on basic interventions, and the problem of bringing in skilled doctors and paramedics willing to work in remote areas was complex and difficult to surmount. However, its years of grassroots work allowed it to build on experience and navigate through the multiple field challenges. After making a detailed assessment of the disease burden, risk factors and healthcare accessibility in its project areas, GMDC-GVT rolled out its flagship healthcare initiative, the Jan Chikitsa Seva (JCS) Programme.

GMDC Atul Vidyalaya, established in June, 2024 is a collaborative initiative between GMDC-GVT and Atul Vidyalaya to bring English-medium education for the first time in Kadipani, in Gujarats Chhota Udepur district. The school caters to children within a 20 km radius, and all villages surrounding it are deeply tribal. Nestled within hills, urban influences are by and large out of reach for these forest-based communities. Against this backdrop, GMDC Atul Vidyalaya seeks to become an institution of educational excellence for all children in and around Kadipani, including those from GMDC colony as well as the villages. Preparing to become a CBSE affiliate, the school currently runs classes upto Grade 2.

Another bold initiative conceived by GMDC-GVT is the Samarthya Employment Oriented Skill Training Programme. Aimed at youth in Gujarat and Odisha, this programme has been conceived as a critical bridge between education and employability. Like JCS, it too was launched in 2023, and now offers a plethora of short-term courses in 12 different vocations. The Programme has partnered with experienced training agencies to run its six residential skill training centers where all candidates undergo technical as well as soft-skill training, and also receive support for placements and on-the- job training.

CSR impact assessment is mandatory and governed by section 135 of Companies Act, 2013 and the Companies (CSR policy) Rules 2014 under Rule 8. Accordingly, services of Institute of Rural Management, Anand (IRMA) and Indian Institute of Public Health (IIPH) were commissioned during the year.

Both institutions have submitted their reports and their findings point to the synergistic impact of CSR programmes. They highlight the importance of a holistic approach, where education, infrastructure, healthcare, and environmental sustainability work in tandem to drive lasting development and economic empowerment. GMDCs CSR Arm, GMDC-GVT also received FIMI Sitaram Rungta Award 2023-24 for its credible and systematic work.

A detailed CSR annual report is available in Annexure IX of this report, which forms an integral part. The companys CSR policy can be accessed at

https://www.gmdcltd.com/about/corporate-policies-gmdc/

Acknowledgement

The Board of Directors expresses its sincere appreciation for the unwavering commitment, dedication, and collaborative spirit demonstrated by the officers, employees, and workers of your Company at all levels. The Directors also extend their gratitude to the Companys investors for their continued trust and confidence.

The Board acknowledges with gratitude the invaluable support received from various departments of the Central Government, including the Ministry of Environment, Forest and Climate Change, Ministry of Coal, Ministry of Mines, Ministry of Atomic Energy, Indian Bureau of Mines, and the Directorate General of Mines Safety.

Further, the Directors convey their thanks to the Government of Gujarat, particularly the Industries & Mines Department, Energy and Petrochemicals Department, Gujarat Electricity Reg u la tory Com m i ssion , Fin a n ce Depa rtm en t, Commissionerate of Geology and Mining, and Gujarat Pollution Control Board, among others.

The Board also places on record its appreciation for the assistance extended by departments of the Government of Odisha, including the Industries Department, Odisha Industrial Development Corporation, and relevant district authorities.

In addition, the Directors sincerely thank the Companys strategic transformation partners, advisors, customers, and shareholders for their continued cooperation and support.

For and on behalf of the Board of Directors,
Date: 25th July, 2025	Dr. Hasmukh Adhia, IAS (Retd.)
Place: Ahmedabad	Non-Executive Chairman