Your Directors have immense pleasure in presenting the 60th Board's Report along with the audited financial statements of your company for the financial year 2022-23.

FINANCIAL RESULTS

We take pride in sharing that your Company is scaling new peaks in growth and recently delivered the highest ever profits in its history. The annual profit before tax peaked to '1,657 Crore And the annual revenue from operations jumped to '3,501 Crore The net worth of your company ascended to '5,759 Crore as on 31.03.2023. You will be pleased to note that your Company has recommended its highest dividend ever @ '11.45 per share on the face value of '2 per share. A brief outline of the extra ordinary financial performance of your company is given hereunder:

• Previous Year's figures have been restated and rounded off.

You will be pleased to note that during this year, your company gave a stellar performance which is reflected in its overall financial results. The highlights of the annual financial performance are as under :

• Total Income stood at '3,894 Crore in FY23 as against '2,887 Crore in FY22.

• Revenues from operations were reported at '3,501 Crore as compared to '2,732 Crore in FY22; up by 28%.

• EBITDA stands at '1,557 Crore in FY23, as against '875 Crore in FY22. The Company’s EBITDA is up by 42%.

• Profit Before Tax (PBT) stood at '1,657 Crore for FY23 as compared to '777 Crore in FY22.

• Profit After Tax (PAT) stood at '1,212 Crore in FY23 as against '445 Crore in FY22. PAT has gone up by 172%.

• Earnings per share (EPS) for FY23 stood at '38 (Face Value '2 per share).

Another development of great prestige for your Company is that your Company has been accorded AA rating by CARE for fund based and non fund based bank limits. This is further complimented by your Company’s achievement of entering once again into the prestigious group of India’s Fortune 500 companies, attaining a rank of 486 in the elite list during the year under review.

REVIEW OF BUSINESS OPERATIONSLignite Projects

During the year under review, your Company is mining Lignite from the mines at Bhavnagar, Tadkeshwar and Rajpardi (South Gujarat), Mata no Madh and Umarsar. Your Company is pleased to report that sales volume has improved significantly in FY 2022-23. Average sales realisations have gone up by 63%. To meet the increasing demand, your Company is seeking to scale up Lignite production capacity, from 08 MTPA to 10 MTPA. It has embarked on a journey of deepening the lignite business by augmenting capacity of Lignite production, and is looking to escalate the Lignite production from open cast mines to serve 30-35% of the state's market.

Your Company's mine-wise performance is as under:

Thermal Power Project

Your Company has a sizeable presence in the energy sector. Its Power Division has a diversified portfolio of thermal power project and renewable power generation projects comprising both wind and solar power. During the year under review, your Company is pleased to report that a total of 822 Mn. Units of power were produced at our Nani Chher plant in FY 2022-23. Towards adding scale and strength, your Company has onboarded a globally-reputed strategic advisory consultancy, A T Kearney, to help take strategic decisions in improving capacity utilisation of the lignite-based thermal power project. Your Company is also striving to cut down on daily losses from the thermal power plant, turn it around, improve its performance and make it into a profitable asset.

Renewable Power

Your Company has Wind Farm Projects of 200.9 MW capacity, situated at different locations in Gujarat. We also have a 5 MW Solar Power Project located at the Panandhro Lignite Project. During the year under review, your Company is pleased to report that a total of 320.02 million units of Renewable power were produced. By undertaking green initiative of wind and solar power generation, your Company reduced 4,214.72 lakh tonnes of CO₂ due to generation of green energy. Over the years, it has generated 4303184 MWhr of Green Energy.

Bauxite and Manganese

Your Company’s operations are located in Kutch and Devbhoomi Dwarka districts. It is currently mining nine Bauxite deposits, of which eight are in Kutch. Your company is pleased to report that it is exploring new avenues in diversified sector in bauxite and other allied industries by value addition of plant

and non-plant grades of bauxite. Towards further expanding your Company’s product portfolio, it’s developing capabilities for beneficiation of Bauxite. The mine-wise performance is as under :

Gadhsisa group of Bauxite mines, Kutch

In the Financial year 2022-23, your Company sold 23,882 MT of (>52% Al₂O₃) Plant Grade Bauxite, 1,55,740 MT of (<52% Al₂O₃) Non-Plant Grade Bauxite and 2,479 MT of Bauxite Dust (<40% Al₂O₃) from Gadhsisa group of mines in Kutch district.

Mevasa Bauxite mines, Devbhoomi Dwarka

In the Financial year 2022-23, your Company sold 45,145 MT (>52% Al₂O₃) Plant Grade Bauxite and 15,874 MT of (<52% Al₂O₃) Non-Plant Grade Bauxite, 3,955 MT of High Grade Dust (>50% Al₂O₃), 9,037 MT of Bauxite Dust (<40% Al₂O₃) from Mevasa mines in Devbhoomi Dwarka district.

Manganese

In the Financial year 2022-23, your Company sold 75,381 MT of Sub grade Manganese Ore from the waste dump of Shivrajpur Project in Panchmahal district.

Operational Highlights

As a part of our journey ahead, we are partnered with the globally-reputed Boston Consulting Group (BCG) to undertake an extremely important strategic transformation initiative that will cover all sectors of our operations, christened Project Shikhar.

Through implementation of Project Shikhar, we are seeking to achieve a breakout growth and multiply revenues manifold, unlock efficiency gains, enable future-proofing our growth through portfolio diversification, become a pan-national player in the Mining and Minerals sector, generate employment across various regions, be an employer of choice and achieve best-in-class operating efficiencies to drive EBITDA uplift. With Project Shikhar, we aim to further raise our performance bar, be the most competent player in the categories and sectors we operate in, and be at par with globally-benchmarked organisations.

The strategic firm, AT Kearney has been onboarded to help us take strategic decisions in improving capacity utilisation of our lignite-based thermal power project, that was underperforming till recently. We managed to cut down on the daily losses from the thermal power plant, turn it around, improve its performance and made it into a profitable asset. Power generation efficiencies have been implemented.

Parallelly, Deloitte is exploring ways to fast-track our new lignite mining projects.

New Coal Blocks

Fuel security was an issue for the Gujarat government. There was a demand from the state to secure our resources upstream. In November 2022, six teams formed by GMDC visited seven states to study 38 coal blocks.

During the year under review, your Company emerged as the highest bidder for two coal mines in Odisha in the recently concluded commercial coal block auction by the Ministry of Coal, Government of India. It won the bids for Odisha's Burapahar block in Sundargarh District, having a geological reserve of 548 million tonne, and the Baitarani (West) block in

Angul District, a geological reserve of1,097 million tonne.

The Baitarani (West) block in Angul district, the bigger of the two blocks, has 13% forest cover, and coal reserves of 1,097 million tonnes, of which 468 million tonnes can be mined through open pit mining. This project will require a capex of ' 4,125 Crore The estimated coal reserves in the Burapahar block in Sundargarh district, with 33% forest cover is about 548 million tonnes. This project will require a capex of '950 Crore.

Your Company plans to commission these mines in the next three years. These two projects are projected to become your Company’s backbone.

New Lignite Projects

Your Company is working towards operationalising 6 new lignite mines, namely, Lakhpat-Punrajpar, Ghala, Damlai, Valia, Panandhro Extension and Bharkhandam. It is pleased to report that this will help expand your Company’s production, place it in a higher orbit of growth, strengthen and expand the market position and contribute significantly towards the achievement of its goal of capturing the mine to market value chain. The upcoming Lignite mines will also help to increase Gujarat’s production capacity, reduce the cost of electricity, leverage the buoyancy in lignite prices, and serve the captive power plants and customers in a better way. With this, your Company plans to reach to nearly 50% of the Gujarat market. It has also onboarded the globally reputed consultancy firm, Deloitte to help fast-track the new lignite mining projects.

Strategic Opportunities

In the forthcoming future, some of the metals that your Company is planning to explore and mine are Copper, Lead and Zinc, near Ambaji in Dist. Banaskantha, Gujarat. Spread over an area of 184 Hectares, this mine has mineable reserves and resources of 7.3 Million Tonnes. The reserves also contain precious metals like silver, cadmium, germanium and selenium in traces. Your Company is pleased to report that this is one of the top multi-metal mines in the world with such a high metallic content.

Your Company has created a robust plan to operationalise its mine, and is looking at setting up a beneficiation plant to make copper, lead and zinc concentrates from the mined ore. The precious metals will be extracted with the 3 concentrates, which are used in key industries like electronic equipment, transport, batteries and renewables, and can also cater to the significant demand from the exports market.

As a part of forward integration and envisaging growing demand of cement in future, your Company will continue exploring new opportunities for utilisation of cement grade limestone for cement industry. Your Company will also focus on capacity augmentation, introduction of alternate market structures, possible diversification prospects, value addition and other opportunities.

As the market of overburden minerals like Silica Sand, Ball Clay & Bentonite is increasing, your Company is seeking to become a long-term supplier of the respective minerals - through beneficiation. This is envisaged to create a larger scope in terms of revenue, customer base and market share.

Dividend

Your Directors are immensely delighted to recommend the highest dividend ever @ 11.45 per share on the face value of

'2 per share. An amount of '364.11 Crore will be paid as dividend on paid up equity share capital of '63.60 Crore.

The company has adopted the dividend distribution policy. The policy is available at Company’s website : https://www.gmdcltd.com/about/corporate-policies-gmdc/

Transfer of unclaimed dividend to Investor Education and Protection Fund

In terms of Section 124 of the Companies Act, 2013 and applicable provisions of Companies Act, 2013, any unclaimed dividend or unpaid Dividend relating to the financial year 201516 will be transferred to the Investor Education and Protection Fund established by the Central Government on due date. Further, as per the provisions of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the company will also transfer the shares of the shareholders who have not claimed their dividend for a consecutive seven years.

Taxation

The Income Tax assessment of your Company has been completed for the Financial Year 2020-21. It has contributed ' 426 Crore towards income tax for the year under consideration. It is to be noted that during the year, your company received an order of '181 Crore toward interest on income tax refund.

Internal audit

M/s Ashok Chhajed & Associates, Chartered Accountants are the internal auditors of your Company. They have carried out the internal audit of your Company during the year under review.

Statutory audit

M/s. J N Gupta & Co., Chartered Accountants were appointed Statutory Auditors of your Company by the Comptroller & Auditor General of India for the Financial Year 2022-23.

Audit by Comptroller & Auditor General of India (C & AG)

Being a Government Company, the C&AG has carried out supplementary audit of the financial statements of your Company for the year ended 31st March, 2023, pursuant to provisions of Section 143 (6)(a) ofthe Companies Act, 2013. The C&AG has not offered any adverse comments upon or supplementary to the statutory auditors’ report. The Comments of C&AG are at Annexure I.

Cost audit

The Cost Audit Report has been filed on 09.09.2022 for the Financial Year 2021-22. For the year 2022-23, M/s N D Birla & Co., Cost Accountants were appointed as Cost Auditors of your Company.

Secretarial audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company appointed M/s. Vivek Vakharia & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year 2022-23. The Secretarial Audit Report is annexed as Annexure II.

Compliance of secretarial standards

Your Company has complied with the applicable Secretarial Standards.

Particulars of employees

GMDC did not have any employee who was employed

throughout the financial year and in receipt of remuneration of 1,02,00,000 or more, or employed for part of the year and in receipt of '8,50,000 or more a month, under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The table containing other particulars of employees in accordance with the provisions of Section 197 (1) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended at Annexure III to the Board’s Report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required by the Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 (3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure IV and forms part of this report.

Business Responsibility and Sustainability report

The Securities and Exchange Board of India (SEBI) has mandated that for the first 1,000 listed entities, a Business Responsibility and Sustainability Report (BRSR) shall be published as part of its Board’s / Annual Report mandatorily from the year 2022-23. Thus, as required under Regulation 34 of the SEBI (LODR) Regulations, 2015 Business Responsibility and Sustainability Report is enclosed at Annexure V to this Report.

Material changes

No material changes and commitments affecting the financial position of your Company occurred between the end of the financial year to which these financial statements relate and the date of this report

Risk Management

Looking at the operational profile of GMDC, i.e., Mining and Power Operations, your Company has inbuilt risk management practices to address various operational risks. It has standard operating processes for various mining operations in order to mitigate procedures and prevent risk arising out of various operations. Your Company primarily deals with natural resources. Hence, Policy of Government may impact its operational strategy.

Your Company’s risk management process revolves around following parameters:

Every department undertakes a detailed analytical approach to the risk management within the overall risk management framework of the company. Your Company has also set up a Risk Management Committee. In order to create a robust risk management framework, it has undertaken a detailed exercise through engagement of a professional agency.

the Board of Directors of your company.

During the Financial Year, the Government of Gujarat had appointed Smt. Mona Khandhar, IAS, Principal Secretary (Economic Affairs), Finance Department, Govt of Gujarat, as Director of your Company vice Shri Milind Torawane, IAS who was transferred.

After the end of the Financial Year, the Government of Gujarat appointed Shri S. J. Haider, IAS, Additional Chief Secretary, Industries and Mines Department as Director on the Board of your company. With this appointment, Smt. Sonal Mishra, IAS ceased to be the Director. Further, the Government of Gujarat appointed Ms. Arti Kanwar, IAS, Secretary (Economic Affairs), Finance Department, as Director on the Board ofyour company vice Smt. Mona Khandhar, IAS who was transferred.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013, your Directors confirm that:

In the preparation of the Financial Statements for the Financial Year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of Financial Year ended on 31st March, 2023 and of the profit and loss of the company for that period;

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, if any;

The Directors have prepared the Financial Statements on a going concern basis;

The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration of Independent Directors

The Independent Directors have submitted their disclosures that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Disclosure of composition of audit committee and providing vigil mechanism

During the year under review, the Audit Committee consisted of the following members:

(i) Shri S B Dangayach, Independent Director, Chairman

(ii) Shri Milind Torawane, IAS, Director, Member (up to

14.02.2023)

(iii) Smt Mona Khandhar, IAS, Director, Member (w.e.f.

14.02.2023)

(iv) Shri Nitin Shukla, Independent Director, Member

(v) Prof Shailesh Gandhi, Independent Director, Member

Your Company has established a Whistle Blower / Vigil Mechanism Policy. It has also provided adequate safeguards against victimisation of employees and Directors who express their concerns. Your Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

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

Your Company has in place Sexual Harassment Policy, in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed, during the year 2022-23:

No. of complaints received: 1 No. of complaints redressed: 1 No. of complaints pending: NIL Consolidated Financial Statements

The Consolidated Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with The Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act form part of this Annual Report. Further, a statement containing salient features of the Financial Statement of Subsidiaries / Associate Companies / Joint Ventures in the prescribed format AOC - 1 is given at Annexure VI.

Corporate Governance

As per requirement of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, the detailed report on the Corporate Governance is given in Annexure VII.

Management Discussion & Analysis

As per requirement of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, Management Discussion and Analysis is given at Annexure VIII and forms part of this report.

Environment Programme

Lignite, one of the key sources for generating thermal energy, comes along with contaminants like Sulphur and Pyrites that impact the environment. Removing these contaminants, technically regarded as washing Lignite, will reduce the pollution load. Your Company is exploring opportunities to build a Pyrite and Sulphur removal plant that will use the advanced dry technology. It believes the needs of the environment are as important as the need for energising progress and technology-driven to realise the vision of Honourable Prime Minister of making India a Green Energy nation.

Towards monitoring the environment and controlling pollution, your Company has installed ESPs in the Thermal Power Project to control the emission in Boiler Stacks. Dry Fog Systems have been installed to control fugitive dust emission during material

handling through Conveyors.

Your Company is actively engaged in developing a culture of environment and health consciousness. It seeks to achieve carbon and climate neutrality through adoption of best practices in its operations and management. Your Company is pleased to report that it is using drip irrigation techniques and using recycled water where it is supporting a project under which a check dam is created to harvest the rainwater. Under the Sujalam Sufalam Yojna, your Company also undertook deepening of ponds, thus making every drop count.

It is promoting greenbelt development through plantation drives. During FY 2022-23, we planted a total 55,000 plants saplings, covering 21 hectares of mine lease and residential colony areas, involving the State Forest Department, local villages, societies, etc.

Industrial Relations, Health & Safety

Your Company adheres to the highest standards of safety, and ensures and maintains it. It conducts safety training workshops for our people through internal and external experts. At every project, a robust Safety Management Plan (SMP) is prepared for identification of principal hazards and implementation of auditable control measures to reduce the risk level as low as reasonably achievable. It is prepared in accordance to Sec. 104 of Coal Mines Regulation 2017 & DGMS circulars.

Your Company has successfully migrated from OHSAS:18001 to ISO 45001:2018. It is focusing on proactive hazard identification and risk mitigation, improvement in overall health and wellness of employees and active involvement of workforce in risk management. Besides this, it has adopted Digital Intervention to enhance safety, so as to benchmark with industry best practices.

GMDC has installed a Slope Stability Radar (SSR) at Rajpardi Lignite mine in line with DGMS guidelines. SSR is among the world’s best practices for critical slope monitoring, which will help increase output in risk areas, improve productivity and ground support.

The industrial relations with the Unions have remained cordial during the year under review.

Corporate Social Responsibility

Gramya Vikas Trust (GVT), established in the early 90’s, is an organisation within your Company that is entrusted with improving the quality of life of the communities in the working and surrounding areas of its operations. Its plan of activities has extensive geographical coverage, and its functional area spans across villages in Bharuch, Bhavnagar, Chhotaudepur, Devbhumi Dwarka, Kutch, Panchmahal and Surat districts. GVT seeks to bring about tangible development through innovative partnerships and programmes, strategic collaborations and stakeholder engagements.

During the year, a very ambitious programme, namely, the GMDC Samarthya Employment Oriented Skill Training Program, has been launched on 1st January, 2023, by GMDC-Gramya Vikas Trust (GMDC-GVT). The programme aims at providing skill training and employment opportunities to 3,000 youth in Gujarat over a span of 3 years. This initiative is targeted at candidates from the project areas of GMDC's operations, thus aiming to benefit the local communities where GMDC operates. Till July-2023 more than 570 candidates have

been registered and training under 16 batches has been started at various GMDC-Samarthya training centres in Kutch, Bhavnagar, Surat, Bharuch and Panchmahal districts.

Your Company is pleased to report that GVT, through its various initiatives, is benefiting more than 16,000 students across GMDC’s various project areas. The various Anganwadis set up by GVT are helping create a wholesome learning environment. In association with the Akshaya Patra Foundation, it facilitates mid-day meals to students at the Anganwadis. It also runs school bus services for children of poor families. Towards our commitment to making the youth future-ready, GVT has provided library resources and illustrated children’s books in project areas.

To provide people in remote, challenging, under-served, and unreached areas with access to public healthcare, your Company started a mobile e-clinic in 2017. During 2022-23, more than 36,000 people from 107 villages around your Company’s project locations have been benefited from the e-Clinics.

A detailed annual report on CSR is published elsewhere in this report at Annexure IX and forms part of this report. The CSR policy of the company is available at weblink : https://www.gmdcltd.com/about/corporate-policies-gmdc/

Acknowledgement

Your Directors wish to place on record their deep appreciation for the sincere services and co-operation extended by the officers, employees and workmen of GMDC at all levels. They also wish to place on record their gratitude for the confidence placed in them by financial institutions and investors. Further, your Directors wish to thank various departments of the Central Government viz. the Ministry of Environment and Forest, Ministry of Coal, Ministry of Mines, Indian Bureau of Mines, Director General of Mines Safety and various bodies of State Government of Gujarat viz. Industries & Mines Department, Energy and Petrochemicals Department, Gujarat Electricity Regulatory Commission, the Finance Department, Commissionerate of Geology and Mining and Gujarat Pollution Control Board. The Directors also extend their heartiest gratitude to the strategic transformation partners, advisors, customers and shareholders of your Company for their valued cooperation.

For and on behalf of the Board of Directors

Place: Ahmedabad Hasmukh Adhia, IAS (Retd.)

Date: 17th August, 2023 ^{Non Executive Chairman}