Gujarat Narmada Valley Fertilizers & Chemicals Ltd Directors Report

To,

The Members,

The Board of Directors hereby present their Forty Ninth (49th) Annual Report on the performance of the Company together with Audited Financial Statements (Standalone and Consolidated) for the Financial Year (FY) ended on March 31, 2025.

FINANCIAL RESULTS

During the year under review, the Company achieved remarkable performance on operational and financial fronts. The Company established total Sixty Eight (68) new records during the FY 2024-25, out of which Forty Three (43) records were established in production and Twenty Five (25) for sale / dispatch.

Financial Highlights on Standalone basis are summarized as follows:

( in crore)

Particulars	2024-25	2023-24
Income from operations	7,892	7,930
Other Income	501	469
Total Income	8,393	8,399
Total Expenditure (Excluding Depreciation and Finance Cost)	(7,277)	(7,427)
Profit before Depreciation, Finance Cost and Tax	1,116	972
Depreciation	(303)	(308)
Finance Cost	(23)	(13)
Profit Before Tax	790	651
Tax Expense	(205)	(166)
Net Profit for the year A	585	485
Re-measurement (loss) on defined employee benefit plans (Net of tax) B	(15)	(4)
Balance brought forward from previous year C	4,135	5,115
Amount available for Appropriation A+B+C	4,705	5,596
Appropriations :
Dividend paid	(242)	(466)
Transferred to General Reserve	(250)	(500)
Buy-back of equity shares	-	(331)
Tax on buy-back of equity shares	-	(150)
Expenses for buy-back of equity shares	-	(5)
Transfer to capital redemption reserve	-	(9)
Surplus carried to Balance Sheet	4,213	4,135

DIVIDEND

Keeping in view the Companys performance for the FY 2024-25, long term growth strategy and to ensure that the Shareholders get sustained return on their investments, your Directors have recommended a Dividend of Rs. 18/- per share (@180%) on 14,69,40,683 Equity Shares of Rs. 10/- each fully paid up, subject to approval of Shareholders at the Annual General Meeting. The Dividend payout works out to be Rs. 264.49 Crores. This amounts to 45% of the Net Profit of the Company for the FY 2024-25.

PERFORMANCE OVERVIEW AND STATE OF THE COMPANYS AFFAIRS

1. Operational Performance:

The Company has achieved remarkable production performance during the FY 2024-25. Day to day plant operations were closely reviewed and optimized to maximize profit.

During the year, several Plants achieved over 100% capacity utilization level. Ammonia (7,04,219 MTs i.e. 158.07%), Urea (8,79,334 MTs i.e. 138.07%), M.F (44,201 MTs i.e. 193.87%), Formic Acid (33,450 MTs i.e. 169.62%), Acetic Acid (1,65,668 MTs i.e. 165.67%), WNA-I (3,16,139 MTs i.e. 127.73%), WNA-II (1,26,665 MTs i.e. 126.67%), ANP (1,74,855 MTs i.e. 122.71%), Nitrobenzene (58,137 MTs i.e 123.04%), Aniline (36,587 MT i.e. 104.54%), TDI-I, Bharuch (19,253 MTs i.e. 137.52%), EA (67,837 MTs i.e. 135.67%) and were among the plants that excelled in capacity utilization.

During the year, strategic optimization of various plant operations and product mix had been done keeping in line with price of raw materials so as to achieve cost reduction in all aspects.

TDI-II Dahej Plant was operated for 208 on-stream days with capacity utilization of 59.70%. The production levels were lower than expected due to several factors like three power failures & planned shutdown of 54 days which was got extended to 125 days. Unforeseen failure of TAR concentrator reboiler, secondary reboiler pump & suction line leakage of purification reboiler pump, replacement of vent & caustic scrubber catch tank and suction line of secondary reboiler pump resulted in delays of the planned shutdown activities. The start-up got delayed due to various operational issues.

2. Financial Performance:

During FY 24-25 Revenue from Operation is lower as compared to FY 23-24 mainly due to prolonged maintenance shutdown of TDI - Dahej plant. Revenue is further affected by sales realisation in most of chemical products. Lower revenue is offset by higher volume in most of the products at Bharuch complex since there was annual planned maintenance shutdown at Bharuch during FY 23-24 resulting into lower volume in most of the products in that period.

There is a better financial performance on the back of operating performance where PBT improved by 21% for the full year. The improved results are attributable to improved volumes apart from lower feed and fuel prices helping margin improvement. At Dahej complex, the shutdown period impacted the sales volume.

In case of fertilizers, the positive support of GoI in announcing supportive NBS rates has helped improve the fertilizer segment results apart from reduction in input costs and fixed costs.

The Board of Directors at its meeting held on May 23, 2025 has recommended dividend of Rs. 18/- per share (i.e. 180%).

SALES

1. Industrial Products:

The Indian Chemical industry seems positioned as a relatively resilient, high-growth market garnering domestic as well as the global demand. Despite dropping industry margins and the impact of macroeconomic pressures, revenue growth remains encouraging. GNFCs products have better resonance due to their application and use in different end use sectors. Hence, several industrial products of GNFC outperformed against the previous year viz. Technical Grade Urea, Acetic Acid, AN Melt, Formic Acid, Concentrated Nitric Acid (CNA), Aniline and Methanol. Milestone was created by achieving highest ever annual sales for some of our main products like TGU, Methyl formate and Formic Acid in FY 2024-25. Technical Grade Urea, TDI & AN Melt made 20%, 19% & 15% share of the industrial products turnover respectively in the FY 2024-25.

2. Fertilizers Business:

During the FY 2024-25, your Company has achieved total sales of 6.42 Lakh Metric Tonnes of Urea which was 0.03 Lakh MT higher than previous year (i.e. 6.38 Lakh Metric Tonnes). Sales of Nitrophosphate (20-20-0) stood at 1.74 Lakh Metric Tonnes, 0.15 Lakh MT lower to 1.89 Lakh Metric Tonnes in the FY 2023-24. Nitrophosphate was produced on the basis of product priority in terms of viability. During the FY 2024-25, the Company retailed 52,671 MT Urea and 8,279 MT ANP through Narmada Khedut Sahay Kendras (NKSKs).

During the year, Trading Activities were also continued in Muriate of Potash (MoP), Di-Ammonium Phosphate (DAP), Ammonium Sulphate (AS), Single Super Phosphate (SSP), Fermented Organic Manure (FOM) and City Compost. A total quantity of 24,778 Metric Tonnes of Fertilizers were sold during the FY 2024-25 against 34,068 Metric Tonnes sold in 2023-24. The reduction in quantum was mainly due to non-availability of DAP for trading during FY 2024-25. Besides, GNFC sold non-bulk agri inputs worth Rs. 119.25 Lakh through Narmada Khedut Sahay Kendras (NKSKs).

3. (n)Code Solutions - IT Division:

During FY 2024-25, (n)Code Solutions - IT Division continued to deliver a broad spectrum of IT services, including Digital Signature Certificates (DSC), PKI solutions, e-Procurement and system integration solutions. The Division recorded a total income of Rs. 80 Crores, reflecting a ~44% decline from Rs. 143 Crores in the previous year. This was primarily due to the nonexecution of planned business particularly in e-Governance vertical and delay in launch of the e-Sign business owing to pending UIDAI licensing. Profit before Tax (PBT) stood at Rs. 17 Crores, reflecting a decline of ~62% from Rs. 45 Crores in previous year. This was due to lower revenues while fixed costs remained constant.

Major achievements included continued execution of the e-Passport project for the Government of India and i-Khedut 2.0 portal for the Directorate of Agriculture, Government of Gujarat. The Division successfully delivered the Public Address & IP- CCTV project at Smritivan Memorial, Bhuj, for GSDMA, and received a follow-up order from the Directorate of Geology and Mining, Maharashtra, to upgrade ILMS to ILMS 2.0—highlighting enduring client trust. The VTMS module under this project was successfully launched under the 100-day CM Program in April 2025.

We also introduced an enterprise (non-PKI) version of our e-Procurement platform and on-boarded initial set of clients. Going forward, the Division is focused on expanding its presence across India and strengthening its footprint in Government and enterprise segment, while continuing to drive digital transformation through advanced and scalable software solutions.

For more details on the Companys operational, sales and financial performance, please refer to Management Discussion & Analysis (MDA).

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis, as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 CSEBI Listing Regulations), forms part of this Annual Report.

FERTILIZERS INDUSTRY - GOVERNMENT POLICY

Government Policies in respect of fertilizers have remained same during the FY 2024-25. Reasonability of MRPs in fertilizer governed through Nutrient Based Subsidy Policy is continued.

The DoFs initiatives viz. PM-PRANAM-Programme for Restoration, Awareness Generation, Nourishment, and Amelioration of Mother- Earth (for soil health improvement, promoting organic manures and reducing chemical fertilizers) and NAMO DRONE DIDI (bringing technological advancements/improvements in agriculture through women empowerment) have gained momentum during 2024-25. Besides, initiatives like ONOF- One Nation One Fertilizers, PMKSK-Pradhan Mantri Kisan Samriddhhi Kendra are being strengthened.

Nutrient Based Subsidy (NBS) was announced on six monthly bases during 2024-25. For GNFCs Nitrophosphate the NBS Subsidy was Rs. 15,148 per Metric Tonne in first half and Rs. 14,764 per Metric Tonne during second half of the year.

On-Going Projects / New Projects/ Revamp Schemes

Your Company is continuously looking for the growth opportunities and has initiated actions for implementation of various projects / revamp schemes as follows:

1. 04 MW Solar Power Plant Project:

To fulfil Renewable Purchase Obligation & for the captive use, GNFC is in the process of implementing 04 (Four) MW Solar Power Project at Charanka Solar Park. Project is commissioned in June 2024 and wheeling of power started to Dahej Complex. Operational Acceptance Test (OAT) is completed and desired results are obtained.

2. Ammonia Plant revamp:

At present, Company is producing about 1,950 MTPD Ammonia from both fuel oil and natural gas route after installation of S-300 revamp. It is planned to increase the Ammonia production capacity from 1,950 MTPD to 2,100 MTPD by installation of Ammonia Make-up Gas Convertor Loop [AMUGL], in existing Ammonia Synthesis Loop (ASL). The Project will also increase the reliability of existing ASL.

This will increase Ammonia production by 50,000 MT per annum. Agreement has been signed with M/s. Topsoe, Denmark, the Technology Licensor for the providing Basic Engineering Package (BEP) & supply of propitiatory equipment & commissioning assistance.

Project shall be executed on EPC basis and is likely to be completed by Second quarter of the FY 2027-28.

3. Coal based Captive Co-Generation Power Plant (CCPP) at Dahej:

The Company has set up 100 MT/Hr. capacity gas based Boiler at TDI - II Dahej Complex to meet captive steam requirement, while power is being sourced from DGVCL Grid. There is large variation in gas prices.

The Board of Directors has already approved the implementation of coal based Captive Generation Power Plant (CCPP) Project having a capacity to produce 18 MW Power and 150 MT/ Hr. Steam in October 2022, in order to reduce cost of steam and power and to improve reliability of TDI-II Dahej Plant. LSTK Contract has been awarded to M/s. Thyssenkrupp Industries India Private Limited in October 2022.

Activities of Engineering, Procurement & Construction is going in full swing & Power Project is expected to be completed by September 2025.

4. Weak Nitric Acid-III (WNA-III)

The Board of Directors has already approved the implementation of WNA-III Plant having a capacity with capacity of 600 MTPD in August 2024.

LEPC Contract has been awarded to M/s. Thyssenkrupp UHDE India Pvt. Ltd. (tkUIPL) in Sep 2024.

Activities of Engineering, Procurement & Construction is going in full swing & Power Project is expected to be completed by June 2027.

5. Ammonium Nitrate-II (AN-II) Projects:

Your Company is planning to expand its capacity of AN considering the future market growth. NITs for AN-II with capacity of 480 MTPD have been floated. The offers for the same are under technical evaluation stage and the investment approval is expected in near future.

CREDIT RATING

Your Companys financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

APPROPRIATIONS

Your Company has registered a Net Profit of Rs. 585.52 Crores for the FY 2024-25. After deducting therefrom Rs. 15.08 Crores, being the re-measurement loss on defined employee benefit plans and, adding thereto Rs. 4,134.96 Crores, being the balance of Statement of Profit & Loss brought forward from previous year, an amount of Rs. 4,705.40 Crores is available for appropriation. Out of this Rs. 242.45 Crores is appropriated towards payment of dividend for the FY 2023-24 and Rs. 250 Crores is transferred to General Reserve. The balance amount of Rs. 4,212.95 Crores is proposed to be carried to Balance Sheet.

TRANSFER TO RESERVES

The Board of Directors has decided to transfer Rs. 300 Crores of profits of FY 2024-25 to General Reserve.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee and formulated a CSR Policy. As a responsible corporate, the Company undertakes various societal initiatives directly and through its dedicated CSR arm Narmadanagar Rural Development Society (NARDES), focusing on priority areas outlined in the CSR Policy and Schedule VII of the Act.

The Companys CSR Policy is accessible on its official website at: https://www.gnfc.in/wp-content/uploads/2021/04/CSR-Policy- Revised_17-05-2021.PDF

As per the provisions of Section 135 of the Companies Act, 2013 (as amended), the statutory amount (i.e. 2% of the average net profits of the last three Financial Years) that was required to be spent by the Company for various CSR activities / projects during the FY 2024-25 was Rs. 32.64 Crores. The Company had actually spent Rs. 9.22 Crores, towards various CSR Activities/Projects during the FY 2024-25 and transferred Rs. 23.42 Crores to Unspent CSR Account of FY 2024-25 as per Section 135(6) of the Companies Act, 2013 (as amended). During the FY 2024-25, no amount (being excess spending of previous FY) was available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Further, pursuant to Rule 12 of the Companies (Accounts) Rules, 2014, the Company has duly filed Form CSR-2 for FY 2023-24 on December 12, 2024.

The Annual Report on CSR activities, as required under Rule 9 of the Companies (Accounts) Rules, 2014, read with Rule 8 of the Companies (CSR Policy) Rules, 2014, is enclosed as Annexure - A to this Report.

BUSINESS REPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report (BRSR) is based on Environment, Social and Governance (ESG) norms and Sustainable Development Goals. Your Company has strived to actualize the principles of responsible business conduct in letter and spirit and is conducting its business in a manner that creates shared values for all Stakeholders whilst aiming to achieve the best targets on ESG fronts.

The BRSR is appended as Annexure - B forming part of this Report.

PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTY (IES)

The Policy for Related Party Transactions (RPTs) deals with review and approval of RPTs and the same is available on the Companys Website at web link https://www.gnfc.in/wp-content/uploads/2025/02/Related-Party-Transactions-Policy.pdf.

The Audit Committee has granted omnibus approval for RPTs, which are routine and repetitive in nature, based on the criteria approved by the Board of Directors within the overall framework of the said Policy. All RPTs under the omnibus approval are placed before the Audit Committee periodically for its review and approval.

The Company has not entered into any contract or arrangement with related parties, as referred to in Section 188(1) of the Companies Act, 2013 (as amended) during the FY 2024-25. Accordingly, the disclosure of RPTs in Form AOC-2, as required under Section 134(3) (h) of the Companies Act, 2013 (as amended), is not applicable to your Company. Details of Related Party as per Ind AS-24 is given in Note No. 37 to the Standalone Financial Statements.

Requisite details on RPTs have also been furnished in the Report on Corporate Governance forming part of this Report.

RISK MANAGEMENT

The Company has in place Risk Management Policy (RMP). Under this Policy, various risks pertaining to Operations & Maintenance of the Plants, financial and other organizational risks are assessed, evaluated and continuously monitored for taking effective steps for its mitigation.

In compliance with Regulation 21 of the SEBI Listing (Amendment) Regulations, 2018, the Board of Directors has constituted a Risk Management Committee (RMC) defining its Terms of Reference (ToR). The details as to the constitution of RMC and its major ToR included in the "Report on Corporate Governance" are forming part of this Report.

The Risk Management Report, inter-alia, containing major anxiety areas of risks and action plans for its mitigation and noteworthy risk management activities carried out by the Company is put up before the Meetings of the Audit Committee, RMC and the Board of Directors, from time to time, for its / their review.

VIGIL MECHANISM-CUM-WHISTLE BLOWER POLICY

The Company has formulated a "Vigil Mechanism-cum-Whistle Blower Policy" for its Directors and Employees to report their genuine concerns, details of which have been furnished in the "Report on Corporate Governance", forming part of this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Requisite details are furnished in below table:

Details of the complaints:

No. of Complaints received during the financial year.	0
No. of Complaints disposed of during the financial year.	0
No. of cases pending for more than Ninety (90) days.	0

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not made any investment in other bodies corporate or given any Loan or Guarantee or provided any Security in connection with loan to any other body corporate or person during the FY 2024-25.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 (as amended), read with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations), the Company has prepared Consolidated Financial Statements in respect of Associate Company viz. Gujarat Green Revolution Company Limited (GGRCL) for the FY 2024-25 and forms part of this Annual Report.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company has an Associate Company viz. Gujarat Green Revolution Company Limited (GGRCL). The Statements containing salient features of Financial Statements are given in Form AOC-1 as Annexure to the Consolidated Financial Statements and the same have not been repeated here for the sake of brevity.

INTERNAL FINANCIAL CONTROLS SYSTEM

The Company has adequate internal financial control system which commensurate with the nature of business, size and complexity of its operations. Details of internal control system and its adequacy are furnished in "Management Discussion & Analysis Report" forming part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3)(c) read with 134(5) of the Companies Act, 2013 (as amended), your Directors confirm that-

(i) in the preparation of Annual Accounts for the financial year ended March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year on March 31, 2025 and of the profit of the Company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (as amended) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(iv) the directors had prepared Annual Accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance together with the following are attached herewith and form part of this Annual Report:

• Declaration by Managing Director regarding compliance of the Companys Code of Conduct by the Board Members and Senior Management Personnel;

• Certificate by Practicing Company Secretary certifying:

(i) compliance of the conditions of Corporate Governance by the Company; and

(ii) that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such Statutory Authority.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Chairman of the Company

• Shri Raj Kumar, IAS ceased to be the Director and Chairman of the Company consequent upon superannuation from Service of Government of Gujarat w.e.f. January 31, 2025.

• Consequently, Shri Pankaj Joshi, IAS was nominated and appointed as a Director and Chairman of the Company w.e.f. February 06, 2025 by the Government of Gujarat vide its Letter No: MIS/11-2016/1765/E.

Change in Key Managerial Personnel of the Company

1. Managing Director:

• Shri Pankaj Joshi, IAS ceased to be the Managing Director of the Company with effect from February 05, 2025, pursuant to Government of Gujarat Order No. AIS/45.2025/0776/G dated February 03, 2025.

• Dr. T Natarajan, IAS was appointed as the Managing Director of the Company with effect from February 05, 2025, pursuant to the same Government of Gujarat Order.

2. Company Secretary & Compliance Officer:

• Shri A. C. Shah ceased to be the Company Secretary and Compliance Officer of the Company upon conclusion of his contract, with effect from May 31, 2024.

• Ms. Chetna Dharajiya was appointed as the Company Secretary and Compliance Officer of the Company with effect from June 01, 2024, and ceased to hold the said position upon her resignation dated March 26, 2025.

• Presently, Shri Rajesh Pillai, a qualified Company Secretary, has been appointed as the Company Secretary and Compliance Officer of the Company with effect from May 23, 2025.

Retirement of Director(s) by Rotation

In terms of Section 152 of the Companies Act, 2013 (as amended), Shri S. J. Haider, IAS will retire by rotation at this AGM and being eligible, offers himself for re-appointment.

Declaration by Independent Directors

In terms of Section 149(7) of the Companies Act, 2013 (as amended) and the SEBI Listing Regulations, the Company has received necessary declarations for the FY 2024-25, from all Independent Directors, to the effect that they meet with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 (as amended) and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended.

Change in Directorate

The information relating to change in Directorate during the year is furnished in the Report on Corporate Governance forming part of this Report.

Your Directors place on record their deep sense of appreciation for the valuable services rendered by the outgoing Director(s) and take this opportunity to welcome the incoming Director(s).

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has carried out annual performance evaluation of the Board, its Committees and Individual Directors in line with the provisions of the Companies Act, 2013 (as amended) and the SEBI Listing Regulations, as amended.

REMUNERATION POLICY FOR DIRECTORS / KEY MANAGERIAL PERSONNEL / SENIOR MANAGEMENT AND OTHER EMPLOYEES

The Company has formulated a Nomination, Remuneration & Evaluation Policy as required under Section 178 of the Companies Act, 2013 (as amended) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is available on the Companys website at web link https://www.gnfc.in/wp-content/uploads/2025/02/NRC_Policy.pdf The details of remuneration paid to Directors / Key Managerial Personnel / Senior Management and other employees are furnished in the Report on Corporate Governance, forming part of this Report.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 (as amended) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, requisite information on conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is furnished in the enclosed Annexure - C forming part of this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

There were 1,997 permanent employees of the Company as of March 31, 2025. The disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 (as amended) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) have been appended as Annexure - D, forming part of this Report. Details of employee remuneration as required under the provisions of Section 197 of the Companies Act, 2013 (as amended) and Rules 5(2) and 5(3) of the Rules are available to any Shareholder for inspection on request. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary, where upon a copy would be sent through email only.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 (as amended) and relevant Rules made there under, the Shareholders of the Company had at their 45th AGM held on September 23, 2021 appointed M/s. Suresh Surana & Associates LLP, Mumbai, Chartered Accountants, a member firm of RSM International as Statutory Auditors of the Company for a term of five (5) consecutive years, until conclusion of the forthcoming 50th AGM to be held in the year 2026, on such remuneration as may be determined by the Board of Directors, based on the recommendation of the Audit Committee plus certification fees, applicable taxes and reasonable out of pocket expenses actually incurred by them during the course of Audit.

Notes to Financial Statements (Standalone and Consolidated) forming part of Audited Financial Statements for FY 2024-25 are selfexplanatory and need no further explanation. The Auditors Reports on Audited Financial Statements (Standalone and Consolidated) does not contain any Modified Opinions.

Cost Auditor

As per Section 148 of the Companies Act, 2013 (as amended) read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records. The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune (Firm Registration No: 000030) as the Cost Auditor of the Company for the FY 2025-26 at a remuneration of Rs. 1,10,000/- (Rupees One Lakh and Ten Thousand only) p.a. plus out of pocket expenses and statutory levies.

M/s. Dhananjay V. Joshi & Associates, have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arms length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Shareholders in General Meeting for ratification. Accordingly, a resolution seeking Shareholders ratification for the remuneration payable to M/s. Dhananjay V. Joshi & Associates, forms part of the Notice of 49th AGM, forming part of this Annual Report.

Secretarial Auditor

In pursuance of Section 204 of the Act and the Rules made thereunder, the Board of Directors, in its meeting held on August 13, 2024 had appointed CS J. J. Gandhi, Practicing Company Secretary of J. J. Gandhi & Co., Vadodara, as Secretarial Auditor for the FY 202425. The Secretarial Audit Report in Form MR-3 in respect of Secretarial Audit work carried out by him for the FY 2024-25 is enclosed at Annexure - E, forming part of this Report. The said Report does not contain any qualification, reservation or adverse remark.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the SEBI Listing Regulations, Dividend Distribution Policy of the Company inter-alia, set-out the various parameters and circumstances that are to be taken into account while determining the distribution of Dividend to the Shareholders and / or retaining profits by the Company. The said Policy is enclosed at Annexure - F, forming part of this Report and the same is also available on the Companys website at web link https://www.gnfc.in/wp-content/uploads/2024/08/2-Dividend-Distribution-Policy. pdf

DETAILS OF FRAUDS, IF ANY, REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

GENERAL DISCLOSURES

MEETINGS OF THE BOARD AND COMMITTEES THEREOF:

(i) Board Meeting:

Four (4) meetings of the Board of Directors were held during the year.

(ii) Committees of the Board:

Presently, there are Five (5) statutory Committees of the Board:

1. Audit Committee (AC);

2. Stakeholders Relationship Committee (SRC);

3. Nomination and Remuneration Committee (NRC);

4. Corporate Social Responsibility (CSR) Committee;

5. Risk Management Committee (RMC);

Details of composition of the Board and its Committees, which are mandatorily required to be constituted, major Terms of Reference of these Committees, Meetings held during the year and attendance of Directors at such Meetings are furnished in the Report on Corporate Governance forming part of this Report.

All the recommendations made by the Audit Committee were accepted by the Board.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 (as amended), read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), as amended, all unpaid or unclaimed dividends which were required to be transferred by the Company to the IEPF were transferred to IEPF Authority. The Company has also transferred 1,61,904 shares held by 2,552 Shareholders in respect of which dividend amount remained unpaid / unclaimed for a consecutive period of seven years or more to IEPF Authority within stipulated time.

The details of unpaid / unclaimed dividend and the shares transferred to IEPF Authority are available on the Companys website at web link - https://www.gnfc.in/about-us/share-holders/information-regarding-transfer-of-shares-to-iepf-authority/

SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FY 2024-25

During FY 2024-25, there was no application made and no proceeding was pending against the company, under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF ONE-TIME SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

The Company didnt make one time settlement with banks/financial institutions during the financial year.

DISCLOSURE ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), New Delhi and approved by the Central Government.

DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

Your Company is in compliance of Maternity Benefit Act, 1961 for the year under review.

INSURANCE

The properties, insurable assets and interest of the Company such as Buildings, Plant & Machinery and Stocks, amongst others, are adequately insured. As required under the Public Liability Insurance Act, 1991, the Company has also taken necessary insurance cover.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 (as amended), the Draft Annual Return in Form MGT-7 as on March 31, 2025 is available on the Companys website at https://www.gnfc.in/statistics-annual-report/#1661838618831- f3392cb8-b234

INDUSTRIAL RELATIONS

The Industrial Relations within the Company remained cordial and harmonious throughout the year. It has helped the Company to achieve satisfactory performance on Operational and Financial fronts and in achieving targets.

Your Directors place on record their sincere appreciation for the dedicated and committed contributions made by all employees at all levels for the sustainable growth of the Company.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their deep sense of gratitude for the kind support and guidance received from the Government of India and the Government of Gujarat. Your Directors also take this opportunity of extending their wholehearted thanks to all our Consumers, Dealers, Customers, Banks, Business Associates, SEBI, NSDL, CDSL, Stock Exchanges and other Agencies for their continued support and co-operation and valued Investors for strengthening their bond with the Company.

	For and on behalf of the Board of Directors
	Shri Pankaj Joshi, IAS
Place : Gandhinagar	Chairman
Date : August 06, 2025	DIN: 01532892