Your Directors present this 53^rd Annual Report of the Company on the business and operations of the Company together
with Standalone and Consolidated Audited Financial Statements (Ind AS based) for the Financial Year ended 31^st March,
2026 and the report of the Auditors thereon.

PERFORMANCE AND FINANCIAL RESULTS

The financial performance of the Company for the year ended 31^st March, 2026 is summarized below:

FINANCIAL RESULTS - SUMMARY AND HIGHLIGHTS

(Rs. in Crores)

RESULTS OF OPERATIONS AND THE STATE OF
COMPANY’S AFFAIRS

The highlights of the Company’s performance for the year
ended 31^st March, 2026 are as under:

At Standalone Level

0 The Company has achieved Net External Sales of
Rs.4,246.50 Crores during the year 2025-26 as against
Rs.3,959.50 Crores in previous year.

0 Total production of all products has increased by
3.03% to 21,75,302 MT during the year 2025-26 from
21,11,229 MT in previous year.

0 Other Operating income has decreased by 1.61%
to Rs.111.58 Crores during the year 2025-26 from
Rs.113.41 Crores in previous year.

0 Other income has increased by 26.57% to Rs.116.62
Crores during the year 2025-26 from Rs.92.14 Crores
in previous year.

0 EBITDA has increased by 15.31% to Rs.521.83 Crores
during the year 2025-26 from Rs.452.56 Crores in
previous year.

0 Profit before tax has increased by 352.37% to Rs.43.97
Crores during the year 2025-26 from Rs.9.72 Crores
in previous year.

0 Profit after tax has increased by 31.73% to Rs.20.84
Crores during the year 2025-26 from Rs.15.82 Crores
in previous year.

At Consolidated Level

0 EBITDA has increased by 34.16% to Rs.498.57 Crores
during the year 2025-26 from Rs.371.62 Crores in
previous year.

0 Profit before tax has increased by 129.09% to Rs.20.72
Crores during the year 2025-26 from negative Rs.71.22
Crores in previous year.

0 Loss after tax has decreased by 96.30% to Rs.2.41
Crores during the year 2025-26 from Rs.65.12 Crores
in previous year.

TRANSFER TO RESERVES

The Company has not transferred any sum to the General
Reserve Account during the Financial Year 2025-26.
DIVIDEND

Your Directors are glad to recommend a Dividend @ Rs.

17.70 per share (i.e. 177%) to be paid partially out of Profit
and /or partially/fully from Free Reserves of the Company
on 7,34,36,928 Equity Shares of Rs.10/- each fully paid
up for the year ended 31^st March, 2026 (Previous Year -
Dividend @ Rs.15.80 per Share i.e. 158%). Dividend is
subject to approval of members at this Annual General
Meeting and shall be subject to deduction of TDS as per
Income Tax Act.

The dividend recommended is in accordance with the
Company’s “Dividend Distribution Policy”.

MATERIAL CHANGES AND COMMITMENTS

There has been no other material changes and commitments,
which affect the financial position of the Company which
have occurred between the end of the Financial Year
2025-26 and the date of this Report. There has been no
change in the nature of business of the Company.

The management does not see any risk to Company’s
ability to continue as a going concern and expects that the
Company will be able to meet its liabilities in the foreseeable
future as and when the same would become due.

SHARE CAPITAL

As on 31^st March, 2026, the authorized share capital of
the Company consisted of 250,00,00,000/- (Rupees Two
Hundred Fifty Crores Only) divided into 25,00,00,000
(Twenty-Five Crore) Equity shares of Rs. 10/- (Rupees
Ten Only) each, and the paid-up equity share capital as on
31^st March, 2026, consisted of 7,34,36,928 equity shares
of Rs. 10/- each. During FY 2025-26, the Company has
not issued any shares, securities / instruments convertible
into equity shares, sweat equity shares and shares with
differential voting rights.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required
under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014
is given in the Annexure - 1 to this report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
COMPANYGACL-NALCO Alkalies & Chemicals Pvt. Ltd.

The Company and National Aluminium Company Limited
(NALCO), a Government of India Enterprise (a Navratna
Company) have jointly incorporated a Joint Venture Company,
viz., GACL-NALCO Alkalies & Chemicals Pvt. Ltd. (GNAL)
(CIN U24100GJ2015PTC085247) on 4^th December, 2015
for setting up 2,66,667 MTPA (100%) Caustic Soda Plant
and 130 MW Coal based Power Plant at Dahej, Gujarat.

The Company holds 60% and NALCO holds 40% in GNAL.
Accordingly, GNAL is a subsidiary of the Company. Effective
from 1^st April, 2024, GNAL has become material subsidiary
company of the Company.

The Managing Director of the Company is the Chairperson
of GNAL. The Managing Director of the Company does
not draw any commission or any remuneration from GNAL
or any sitting fees for attending the meetings of the Board
of Directors or Committees thereof.

Dr. Chinmay Ghoroi, Independent Director of the Company
is also a Director in GNAL.

As per Section 129(3) of the Companies Act, 2013 read
with Rule 5 of the Companies (Accounts) Rules, 2014, a

separate statement containing the salient features of Financial
statement of the Joint Venture / Subsidiary Company in
Form AOC-1 forms part of the Annual Report.

In accordance with the provisions of Section 136 of the
Companies Act, 2013, the Annual Report of the Company,
containing Standalone and Consolidated Financial
Statements of the Company has been placed on the
Website of the Company at www.gacl.com. Further, the
Audited Financial Statements of GNAL for the year ended
31^st March, 2026 are also placed on the Website of the
Company at www.gacl.com and also at Website of GNAL
at www.gnal.co.in.

Interested Shareholders may obtain a physical copy of the
audited Financial statements of the Subsidiary Company
by sending a request to the Company Secretary at the
Company’s Registered Office.

GNAL has successfully completed the start-up of all its
units, including both the units of 130 MW Power Plant.
The Caustic Soda Plant, Flaking Unit and Power plant are
consistently operating at higher capacity during 2025-26.

Vadodara Jal Sanchay Pvt. Ltd.

The Government of Gujarat, vide Gazette Notification dated
28.05.2018, notified the “Policy for Reuse of Treated Waste
Water” (TWW). As per the said Policy, Reuse of TWW
was mandatory for industries consuming minimum 1 lakh
liter per day (100 M³/day) of fresh water for non-potable
purpose and which are situated within 50 km distance from
STP or city limits.

In compliance of the said Policy, the Board of Directors
of the Company at its Meeting held on 6^th February, 2020
had approved formation of Special Purpose Vehicle / Joint
Venture Company comprising of Gujarat State Fertilizers &
Chemicals Limited (GSFC), Gujarat Alkalies and Chemicals
Limited (GACL), Gujarat Industries Power Company Limited
(GIPCL) and Vadodara Municipal Corporation (VMC) as its
joint venture partners for establishment of a new secondary
treated waste water plant (STP) of 50 MLD capacity in the
state of Gujarat. Accordingly, a Special Purpose Vehicle
/ Joint Venture Company in the name of Vadodara Jal
Sanchay Private Limited (VJSPL) was incorporated on
22.07.2020 for establishment of new secondary treated
waste water plant (STP) of 50 MLD at Vadodara, Gujarat.
The Company had subscribed 3,00,000 equity shares of
Rs.10/- each (i.e. Rs.30 lakhs) (15%) to the Memorandum of
Association (MoA) of VJSPL on 15^th July, 2020. During the
year 2024-25, the Company has participated in the rights
issue of Vadodara Jal Sanchay Private Limited by way of
further subscribing to equity share capital by contribution
of Rs. 3.60 Crores (36 Lakhs equity shares of Rs. 10
each) in the proportion of existing Shareholding (i.e.15%)
in Joint Venture Company, Vadodara Jal Sanchay Private
Limited for funding the Tertiary Treatment of Waste Water
(TTWW) project.

Aditya Birla Renewables SPV 4 Limited.

The Board of Directors of the Company at its Meeting held
on 7^th November, 2024 had given in-principle approval for
setting up 62.7 MW Renewable Hybrid Power Project in
Gujarat for 100% captive power usage by the Company.
The Board, in the said meeting, had formed Investment
Committee of Directors to approve Shareholders’ Agreement
and Power Consumption Agreement. The Investment
Committee of Directors had in its meeting held on 25^th
November, 2024, had granted its approval for execution of
the said agreements by the Company with M/s. Aditya Birla
Renewables Limited (ABRen). Accordingly, the Company had
executed Shareholders’ Agreement and Power Consumption
Agreement with ABRen on 28^th December, 2024.

Meanwhile, a Special Purpose Vehicle viz. Aditya Birla
Renewables SPV 4 Limited was already incorporated on
14^th December, 2024 by Aditya Birla Renewables Limited
(ABRen). Therefore, the Shareholders’ Agreement dated
28.12.2024 was executed amongst of the Company,
ABRen and Aditya Birla Renewables SPV 4 Limited. The
Power Consumption Agreement was executed between the
Company and Aditya Birla Renewables SPV 4 Limited. Thus,
during the year 2024-25, the Company had acquired 2,600
equity shares of Rs.10/- each (i.e., Twenty-Six Thousand)
(26%) of Aditya Birla Renewables SPV 4 Limited (‘’SPV
Company’’) on 21 ^st February, 2025 from ABRen. The
Project for setting up 62.7 MW Renewable Hybrid Power
in Gujarat is being executed by Aditya Birla Renewables
SPV 4 Limited.

As per the Shareholders Agreement, Shri S S Bhatt,
Company Secretary and ED (Legal, CC & CSR) of the
Company has been appointed as a Nominee Director of
the Company on the Board of Aditya Birla Renewables
SPV 4 Limited (‘’SPV Company’’) w.e.f. 05.04.2025. He
is not holding any share in SPV, Aditya Birla Renewables
SPV 4 Limited.

Gujarat Industries Power Company Limited (GIPCL)

The Company is one of the Promoters of GIPCL. During
the year, 2024-25 on 26.03.2025, the Company has
participated in the Preferential Issue of Equity Shares on
private placement basis of (GIPCL) by equity share capital
contribution of Rs. 44,99,99,806 /- for setting up 75 MW
AC Solar Power Plant by GIPCL under Group Captive
mode (50% share of GACL). The said Solar Power project
is now fully operative. This results in a reduction of the
Power Cost of the Company.

Clean Max Sphere Energy Private Limited

The Board of Directors of the Company at its Meeting held
on 8th August, 2025 had given in-principle approval for
setting up 75.9 MW Renewable Hybrid Power Project in
Gujarat for 100% captive power usage by the Company.
The Board, in the said meeting, had formed Investment

Committee of Directors to approve Shareholders’ Agreement
and Power Consumption Agreement. The Investment
Committee of Directors in its meeting held on 30^th September,
2025, had granted its approval for execution of the said
agreements by the Company with M/s. Clean Max Enviro
Energy Solutions Limited. Accordingly, the Company had
executed Shareholders’ Agreement and Power Consumption
Agreement with Clean Max Enviro Energy Solutions Limited
on 5^th November, 2025.

Meanwhile, a Special Purpose Vehicle viz. Clean Max
Sphere Energy Private Limited was already incorporated on
12.06.2020 by Clean Max Enviro Energy Solutions Limited.
Therefore, the Shareholders’ Agreement dated 05.11.2025
was executed amongst the Company, Clean Max Enviro
Energy Solutions Limited and Clean Max Sphere Energy
Private Limited. The Power Consumption Agreement was
executed between the Company and Clean Max Sphere
Energy Private Limited. Thus, the Company had acquired
2,600 equity shares of Rs.10/- each (i.e., Twenty-Six
Thousand) (26%) of Clean Max Sphere Energy Private
Limited (‘’SPV Company’’) on 18.10.2025 from Clean Max
Enviro Energy Solutions Limited.

During the year 2025-26, on 14.11.2025, the Company
had participated in the Rights Issue of Clean Max Sphere
Energy Private Limited by way of further subscribing to
Equity Share capital by contribution of Rs. 19,42,08,200
[9,71,041 Equity Shares of Rs. 200 each (i.e. face value
Rs. 10 premium Rs. 190)] in the proportion of existing
Shareholding (i.e. 26%) in Joint Venture Company, Clean
Max Sphere Energy Private Limited for setting up 75.9
MW Renewable Hybrid Power Project.

On 11.06.2026, the Company had participated in the Rights
Issue of Clean Max Sphere Energy Private Limited by way
of further subscribing to equity share capital by contribution
of Rs. 32,32,97,915 [15,77,063 Equity Shares of Rs. 205
each (i.e. face value Rs. 10 premium Rs. 195)] in the
proportion of existing Shareholding (i.e.26%) in Joint Venture
Company, Clean Max Sphere Energy Private Limited for
setting up 75.9 MW Renewable Hybrid Power Project. The
Project for setting up 75.9 MW Renewable Hybrid Power
Project in Gujarat is under execution by Clean Max Sphere
Energy Private Limited.

As per the Shareholders Agreement, Shri Dineshkumar
Hingrajia, GM (Energy) of the Company has been appointed
as a Nominee Director of the Company on the Board of
Clean Max Sphere Energy Private Limited (‘’SPV Company’’)
w.e.f. 24.11.2025. He is not holding any share in SPV
Clean Max Sphere Energy Private Limited.

Arrangements of Renewable Power on short-term/
medium term

In addition to the above long-term arrangements, the
Company has made short/medium term arrangements for
sourcing Renewable Power from M/s. NTPC Vidyut Vyapar

Nigam Limited (NVVNL) (upto Jaunary-2026), M/s. Tata
Power (upto October-2026) and M/s. Kreate Energy (from
June-2025) and PR Energy (for two months) for supply
of renewable power, helping the Company to reduce its
power cost.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal Financial
controls commensurate with the size and nature of its
business. The Company periodically reviews the internal
financial controls in the light of new statutes, changes in
business models, adoption of new technology solutions and
suggestions for improvements received from employees.
During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.

For all amendments to Indian Accounting Standards (Ind-AS)
and the new standards notified, the Company carries out
a detailed analysis and presents the impact on accounting
policies, financial results including revised disclosures to the
Audit Committee. The approach and changes in policies
are also validated with the Statutory Auditors.

The Company has well established process and periodicity
for physical verification of its inventory and fixed assets.
All variances are analyzed and accounted post necessary
approvals.

The Company gets its Financial statements reviewed every
quarter by its Statutory Auditors. The accounts of GNAL
are audited and certified by their Statutory Auditors for
consolidation.

None of the auditors of the Company has reported any fraud
as specified under second proviso of section 143(12) of the
Companies Act, 2013 including any statutory modifications
or re-enactments thereof for the time being in force.

CREDIT RATING

The Company’s financial discipline and prudence are
reflected in the strong credit rating described by rating
agency as per the following particulars:

CARE reaffirmed the credit ratings of Short Term Bank
Facilities & Commercial Paper and downgraded the Long
Term Bank Facilities that has been informed to the Stock
Exchanges (BSE & NSE) vide letter dated 30^th July, 2026
and the same has also been placed on the Company’s
Website at https://gad.com/wp-content/uploads/2026/07/SELETTER_S-1 .pdf

CARE has issued Rationale for the said Ratings that
has been informed to the Stock Exchanges (BSE &
NSE) vide letter dated 4^th August, 2026 and the same
has also been placed on the Company’s Website at
https://gad.com/wp-content/uploads/2026/08/SELETTER_S-1.pdf

The CARE has also communicated that there is significant
volume-driven growth in scale of operations of the Company
along with diversification of its operations to other chemical
and value-added products thereby insulating itself from the
inherent cyclicality of chlor-alkali industry and thus earning
healthy PBILDT margin on a sustained basis; along with
improvement in consolidated total debt/ PBILDT on a
sustained basis. The CARE has also communicated that
gaining significant market leadership position in the caustic
soda industry while securing significant portion of its power
requirement, major cost component of Company through
captive low-cost sources and improvement in its return on
capital employed (ROCE) on a sustained basis.

The Company is taking various proactive actions to reduce
overall cost and the Company is committed to strengthening
its operational and financial performance and maintaining
a sound financial position. The same has been reflected
in Financial Result of Quarter-1 of the Company for the
FY 2026-27.

RISK MANAGEMENT-CUM-SAFETY

The Company has constituted Risk Management-cum-Safety
Committee of Directors w.e.f. 11^th February, 2016. Shri
Nitin Shukla had been appointed as the Chairman of the
said Committee w.e.f. 3^rd February, 2024. As on 31^st March,
2026, below are the Members of the Risk Management
Committee:

1. Shri Nitin Shukla, Chairman;

2. Dr. Chinmay Ghoroi;

3. Shri Sanjay Joshi; and

4. Smt. Avantika Singh, IAS.

The Company has also constituted Internal Risk Management
Committee comprising of Senior Executives of the Company
who are heading respective departments viz. Finance,
Manufacturing, Marketing, Purchase, Project, Safety,
Information Technology, HR, Secretarial and Legal functions.
The Managing Director is the Chairperson of the Internal
Risk Management Committee. The Internal Risk Management
Committee reports to the Managing Director and the risks
identified by the said Committee along with proposed
mitigation measures / actions are discussed periodically

on monthly basis with the Managing Director. Out of the
various risks identified by the Internal Risk Management
Committee, the Audit Committee has identified certain critical
risks, which are reviewed by the Risk Management-cum-
Safety Committee, the Audit Committee and by the Board
of Directors periodically. A Report on the steps taken to
mitigate those critical risks is also submitted to the Risk
Management-cum-Safety Committee, Audit Committee and
the Board of Directors.

Pursuant to the provisions of Regulations 17 & 21 of
SEBI Listing Regulations and Sections 134 & 177 of the
Companies Act, 2013 (“the Act”) and other applicable
provisions, if any, of the SEBI Listing Regulations, the
Board of Directors of the Company have also approved
and framed “Risk Management Policy” of the Company.

https://gacl.com/wp-content/uploads/2024/11/Policy-on-
RISK-Management-_Amended.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism-cum-Whistle
Blower Policy (“Policy”) as per the requirements of Section
177 of the Companies Act, 2013 and Regulation 22 of the
SEBI Listing Regulations. The Policy is applicable to all
Directors and Employees of the Company.

As per the Policy, a whistle blower can make protected
disclosures to the Chairman of the Audit Committee. During
the Financial Year 2025-26, no unethical and/or improper
practice or any other wrongful conduct in the Company by
any person was reported under the said Policy.

The Vigil Mechanism-cum-Whistle Blower Policy may be
accessed on the Company’s Website at the weblink:

https://gacl.com/wp-content/uploads/2024/04/VIGIL_MECHANISM_CUM_WHISTLE_BLOWER_POLICY-AS-PER-SEBI-LODR.pdf

Corporate Social Responsibility (CSR), ESG &
Sustainability Committee (earlier CSR Committee)

As per the provision of Section 135 read with Schedule VII
of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules 2014, the Company has
constituted Corporate Social Responsibility (CSR) Committee
and formulated Corporate Social Responsibility Policy
(CSR Policy). The Board of Directors of the Company at
its Meeting held on 6^th February, 2026 had approved the
merger of existing Environmental, Social and Governance
(ESG) and Sustainability Committee into Corporate Social
Responsibility (CSR) Committee with a new name, Corporate
Social Responsibility (CSR), ESG & Sustainability Committee.
The composition of Corporate Social Responsibility (CSR),
ESG & Sustainability Committee is given in the Corporate
Governance Report.

The Corporate Social Responsibility (CSR), ESG &
Sustainability Committee (earlier CSR Committee) has
formulated and recommended to the Board, CSR Policy

identifying the activities to be carried out by the Company
and the CSR Policy was approved by the Board of Directors
at their Meeting held on 23.07.2014. The Board of Directors
at their Meeting held on 26.05.2015 and 18.05.2021 had
approved some modifications in the CSR Policy including
to undertake CSR activities through GACL Foundation Trust
(GFT). GFT is a Society registered under the Societies
Registration Act, 1860 and under the Bombay Public Trust
Act, 1950 and registered under Section 12A and 80G
of the Income Tax Act, 1961. GACL Foundation Trust
(GFT) has also filed Form CSR-1 and got the required
registration number from MCA in pursuance of the applicable
provisions of Companies (CSR) Rules, 2014. The Charity
Commission, Vadodara issued order on 22.11.2023 for
merger/amalgamation of GACL Education Society (GES)
and GACL Foundation Trust (GFT) and the name of the
trust should be GACL Foundation Trust (GFT).

The details about various activities carried out by the

Company under CSR through GFT as well as directly by
the Company are given in the Management Discussion and
Analysis which forms part of the Annual Report.

The CSR Policy may be accessed on the Company’s
Website at the weblink:

https://gacl.com/wp-content/uploads/2023/12/CSR_POLICY-1.pdf

As per the provisions of Section 135 of the Companies
Act, 2013, 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 during the Financial Year 2025-26 was Rs. 390.00
Lakhs. The Company has spent Rs. 133.61 Lakhs towards
various CSR activities during the Financial Year 2025-26.
The unspent amount of Rs. 256.39 Lakhs towards various
ongoing CSR projects was transferred to “GACL Unspent
Corporate Social Responsibility Account 2025-26" within 30
days from the close of Financial Year 2025-26. The unspent
amount transferred to such account will be utilized for the
ongoing projects in next three Financial Years. The Company
shall transfer unspent amount, if any, lying in this account
at the end of third Financial Year to Fund(s) specified in
Schedule VII, within statutory time limit, in accordance with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014. Thus, the Company has met its obligation
under section 135 of the Companies Act, 2013.

The Annual Report on CSR activities for the Financial Year
2025-26 is annexed herewith as Annexure-2.

COMPOSITION OF AUDIT COMMITTEE AND OTHER
COMMITTEES

Details regarding composition and meetings of the Audit
Committee and other Committees of the Board and
attendance of Committee Members in respective Committee
meetings are mentioned in the Corporate Governance
Report forming part of this Annual Report

DIRECTORS, KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT

A. Appointment / Reappointment / Cessation of
Directors, Key Managerial Personnel and Senior
Management

As recommended by the Nomination-cum-Remuneration

Committee and pursuant to Articles 7 and 11 of the
Articles of Association of the Company, the Board of
Directors at its Meeting held on 16.05.2025 appointed
Shri S J Haider, IAS (DlN: 02879522) as Director on
the Board of Directors of the Company with effect
from i.e. 16.05.2025 vide letter No. EPCD/MIS/
efile/20/2022/0322/E dated 15.05.2025 received from
Energy and Petrochemicals Department, Government
of Gujarat. The Company had sought approval of
Shareholders for Appointment of Shri S J Haider, IAS
as a Director of the Company through Postal Ballot
Notice dated 31.05.2025 by means of electronic voting
(remote e-voting). The said Resolution contained in
Postal Ballot Notice dated 31.05.2025 was approved
by requisite majority of Members through remote
e-voting. Accordingly, the Resolution was declared to
be passed on 05.07.2025.

The Board of Directors at its Meeting held on 7^th
November, 2025 noted completion of tenure of Shri
Rajiv Lochan Jain (DIN: 00161022) as an Independent
Director of the Company with effect from 31.12.2025.
The Board places on record its sincere appreciations
and pays rich tributes for the valuable services rendered
and contributions made by Shri Rajiv Lochan Jain, as
an Independent Director of the Company during his
tenure as Director of the Company.

The Board of Directors at its Meeting held on 6^th
February, 2026 noted resignation of Shri S. J. Haider,
IAS (DIN: 02879522) as Director of the Company
effective from 31.12.2025. The Board places on record
its sincere appreciations and pays rich tributes for the
valuable services rendered and contributions made by
Shri S. J. Haider, IAS as Director of the Company
during his tenure as Director of the Company.

As recommended by the Nomination-cum-Remuneration
Committee and pursuant to Article 7 of the Articles of
Association of the Company, the Board of Directors
appointed Shri Sanjay Joshi (DIN: 01656787) as
an Additional and Non-Executive Director of the
Company for 5 (five) consecutive years, with effect
from 01.01.2026. The Company had sought approval
of Shareholders for Appointment of Shri Sanjay Joshi
(DIN: 01656787) as an Independent Director of the
Company through Postal Ballot Notice dated 12.02.2026
by means of electronic voting (remote e-voting). The
said Resolution contained in Postal Ballot Notice
dated 12.02.2026 was approved by requisite majority
of Members through remote e-voting. Accordingly, the
Resolution was declared to be passed on 21.03.2026.

Dr. T. Natarajan, IAS (DIN: 00396367), Director will
retire by rotation at this Annual General Meeting, and
being eligible, has offered himself for re-appointment.
The Board recommends his re-appointment as Director
of the Company.

Brief profile of Dr. T. Natarajan, IAS (DIN: 00396367)
Director is forming part of the Notice of this Annual
General Meeting.

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, Smt. Avantika Singh, IAS on her
appointment as Managing Director was also appointed
as Key Managerial Personnel of the Company effective
from 03.02.2025. Shri Sanjay S Bhatt, Company
Secretary and Shri Shailesh Damani, Chief Financial
Officer, are the Key Managerial Personnel of the
Company effective from 14.05.2014 and 08.08.2024,
respectively.

Particulars of Senior Management Personnel (SMP)
including changes therein as on 31^st March, 2026, are
given in the Corporate Governance Report forming
part of this Annual Report.

B. Independent Directors

Attributes, Qualifications & Independence of
Directors and their Appointment

The Nomination-cum-Remuneration Committee adopted
the criteria for determining qualifications, positive
attributes and independence of Directors, including
Independent Directors, pursuant to the Act and the Rules
made thereunder and the SEBI Listing Regulations.
The brief particulars of the Directors are provided in
the ‘Report on Corporate Governance’ forming part of
this Annual Report.

The Company has received declarations from the
Independent Directors confirming that (a) they meet the
criteria of Independence as prescribed under Section
149 of the Act and Regulation 16 of the SEBI Listing
Regulations; (b) they are not aware of any circumstance
or situation, which could impair or impact their ability
to discharge duties with an objective independent
judgement and without any external influence; and
(c) they have registered/renewed their names in the
Independent Directors’ Databank, pursuant to the
provisions of the Companies Act, 2013 and Rules made
thereunder. Further, in the opinion of the Board, the
Independent Directors fulfill the conditions prescribed
under the SEBI Listing Regulations and are independent
of the management of the Company.

C. Board Evaluation

Pursuant to applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the Board

carried out an annual performance evaluation of the
Board, its Committees, Individual Directors, Managing
Director and Chairperson. The manner in which the
evaluation is carried out has been explained in the
Corporate Governance Report.

D. Nomination and Remuneration Policy

The Board has on the recommendation of the
Nomination-cum-Remuneration Committee, formulated
a Nomination & Remuneration-cum-Board Diversity
Policy for selection, appointment of Directors and
Senior Management and their remuneration.
Information about the Policy is provided in the Corporate
Governance Report and the said Policy may be
accessed on the Company’s Website at the weblink:

https://gad.com/wp-content/uploads/2023/12/Nomination-Remuneration-Cum-Board-Diversity-Policy.pdf

E. Meetings

During the year, Five (05) Board Meetings and Five
(05) Audit Committee Meetings were held. The details
of which are given in the Corporate Governance Report.
The intervening gap between the Meetings held was
within the period prescribed under the Companies
Act, 2013 and SEBI Listing Regulations. Further, the
composition and terms of reference of Audit Committee
and other Committees are given in the Corporate
Governance Report.

During the year under review, all recommendations of
Audit Committee were accepted by the Board.

AUDITORSA. Internal Auditors

Tenure of M/s. Parikh Mehta & Associates, Chartered
Accountants, Vadodara as Internal Auditors for
conducting Internal Audit of the Company was completed
on 30^th June, 2025.

As per the recommendation of the Audit Committee, the
Board of Directors of the Company at its Meeting held
on 15^th May, 2025 appointed M/s Talati & Talati LLP,
Vadodara as Internal Auditors for conducting Internal
Audit of the Company for one year commencing from
01.07.2025 to 30.06.2026.

Further, as per the recommendation of the Audit
Committee, the Board of Directors of the Company
at its Meeting held on 7^th November, 2025 appointed
M/s Talati & Talati LLP, Vadodara as Internal Auditors
for conducting Internal Audit of the Company for two
years commencing from 01.07.2026 to 30.06.2028.

The Internal Auditors independently evaluate the
internal controls, adherence to and compliance with
the procedures, guidelines and statutory requirements.
The Audit Committee of Directors periodically reviews
the reports of the Internal Auditors and the corrective
actions if any, are taken by the Management.

B. Statutory Auditors

M/s. Prakash Chandra Jain & Co., Chartered
Accountants, Vadodara (Firm Registration No. 002438C)

were appointed as the Statutory Auditors of the Company
for a period of five years i.e., from the conclusion of
51^st Annual General Meeting till the conclusion of 56^th
Annual General Meeting.

As per Companies Amendment Act, 2017, the provision
of Section 139(1) of the Companies Act, 2013 with
respect to ratification of the appointment of Statutory
Auditors by the members at every Annual General
Meeting is omitted.

The Auditor’s Report to the Members for the year under
review does not contain any qualification, reservation
or adverse remark or disclaimer.

C. Cost Auditors

The Board of Directors of the Company at its Meeting
held on 30^th May, 2024 has approved the appointment
of M/s. Y. S. Thakar & Co., Cost Accountant in
practice, Vadodara (Firm Registration No. 000318) as
Cost Auditors for the three Financial years i.e. F.Y.
2024-25, 2025-26 & 2026-27 as per the provisions of
the Companies Act, 2013, subject to the approval of
shareholders of the Company, to conduct the audit of
Cost Records maintained by the Company at annual
remuneration of Rs. 3,19,000/- plus applicable GST.

As per the provisions of the Companies Act, 2013,
your Directors propose the Resolution in the Notice in
respect of remuneration payable to the Cost Auditors
for the Financial year 2026-27 for your ratification and
approval.

The Company maintains necessary cost records as
specified by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules,
2014.

D. Secretarial Auditors

M/s. Samdani Shah & Kabra, Practicing Company
Secretaries, was appointed as the Secretarial Auditors
of the Company for five years from 01.04.2025 to
31.03.2030, at the 52^nd AGM held on 26.09.2025 for
conducting Secretarial Audit of the Company and to
issue Secretarial Compliance Certificate. The Report of
the Secretarial Auditors is annexed herewith as Annexure
- 3. The Report does not contain any qualification,
reservation or adverse remark or disclaimer.

The Company has complied with Regulation 24A of the
Listing Regulations. GNAL has got Secretarial Audit
carried out by Practicing Company Secretary. Copy
of Secretarial Audit Report of GNAL is annexed at
Annexure - 4 and is also available on the website of

the Company. The Secretarial Audit Report of GNAL
does not contain any qualification, reservation, adverse
remark or disclaimer.

As per SEBI Circular No. CIR/CFD/CMD1/27/2019
dated 8^th February, 2019 read with Regulation 24A of
the Listing Regulations, Annual Secretarial Compliance
Report for the year ended on 31^st March, 2026 given
by M/s. Samdani Shah & Kabra, Practicing Company
Secretaries, Secretarial Auditors was submitted to Stock
Exchanges (BSE & NSE) within prescribed time limit.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Transfer of Dividend and corresponding Equity Shares
to the Investor Education and Protection Fund

During the Financial Year 2025-26, unclaimed dividend for
the Financial Year 2017-18 aggregating Rs. 23,16,873/-
has been transferred to Investor Education and Protection
Fund (IEPF).

The Company has also transferred Rs. 54,36,734.40/- (Net
of Tax) to the bank account of the IEPF towards dividend
declared by the Company for the Financial Year 2024-25,
for such shares which were transferred to the IEPF earlier.

During the Financial Year 2025-26, the Company has also
transferred 33,418 Equity Shares to the IEPF in respect of
which dividends remained unclaimed for seven consecutive
years, pursuant to the provisions of Section 124 of the
Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, as amended.

Shareholders may claim their unclaimed dividend for the
years prior to and including the Financial Year 2017-18 and
the corresponding shares, if any, from the IEPF Authority
by applying in the prescribed Form No. IEPF-5.

This form can be downloaded from the Website of the IEPF
Authority at www.iepf.gov.in. The access link of which is
also available on the Company’s Website at www.gacl.com
under the section ‘Investors’.

Attention of the Members is drawn that the unclaimed
dividend for the Financial Year 2018-19 and the corresponding
shares will be due for transfer to the IEPF on 29^th October,
2026 for which purpose communication has been sent to
all the concerned Shareholders advising them to claim
their dividends, failing which the said shares will be
transferred to IEPF Authority within 30 days from the said
due date. Notices in this regard have also been published
in newspapers. Details of such shares are available on the
Company’s Website under the section ‘Investors’.

Details of Nodal Officer

In accordance with Rule 7(2A) of Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the details of Nodal Officer of the
Company, for the purpose of coordination with Investor

Education and Protection Fund Authority are as under:
Name : Shri Sanjay S Bhatt

Designation : Company Secretary &

ED (Legal, CC & CSR)

Postal Address : PO : Ranoli : 391 350,

Dist.: Vadodara (Gujarat)

Telephone No. : 0265-6111453 / 0265-6111000
Mobile No. : 7069053850

E-mail ID : cosec@gacl.co.in

The Company has also displayed the above details of
Nodal Officer at its Website at www.gacl.com.

CORPORATE GOVERNANCE

The Company has been following the principles and
practices of good Corporate Governance and has ensured
compliance of all the requirements stipulated under the
SEBI Listing Regulations.

A detailed report on Corporate Governance for the year
under review along with Certificate issued by Practicing
Company Secretary in terms of provisions of the SEBI
Listing Regulations is attached herewith forming part of
this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As per the provisions of the SEBI Listing Regulations,
the Business Responsibility and Sustainability Report
(BRSR) containing initiatives taken by the Company from
environmental, social and governance perspective is annexed
herewith as Annexure - 5 as part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information pertaining to remuneration and other
details of employees as required pursuant to Section 197
of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, are provided in the
Annexure - 6, forming part of this Report. Details of top
ten employees in terms of employee remuneration drawn
and other particulars as required under the provisions
of Section 197 of the Act and Rule 5(2) and 5(3) of the
Rules form part of this report and are available to any
Shareholder for inspection.

Further, there was no employee holding 2% or more of
the Equity Shares of the Company during the Financial
Year 2025-26.

Having regard to the provisions of the second proviso to
Section 136(1) of the Act, the Annual Report excluding
the aforesaid information is being sent to the members of
the Company. Any member interested in obtaining such
information may address their email to investor_relations@gad.co.in.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT,
1961

The Company confirms that it has complied with the
provisions of the Maternity Benefit Act, 1961, including
provision of maternity leave and other related benefits,
wherever applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The Audit Committee of Directors at its Meeting held on
6^th February, 2026 has accorded omnibus approval to
execute transactions with related parties up to the value
of Rs.1 Crore. The Company has also obtained omnibus
approval to execute transactions with related parties of
its subsidiary GACL-NALCO Alkalies & Chemicals Private
Limited (GNAL). During the Financial Year, the transactions
entered into by the Company with Related Parties were in
the ordinary course of business and at arm’s length price.
The Company has proposed resolutions for approval of
material transactions by the Shareholders in accordance
with Section 188 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014 and SEBI
(LODR) Regulations, 2015. The Audit Committee and Board
recommend the said resolutions for your approval.

The Company has been entering into related party
transactions with GNAL, a subsidiary of the Company. GNAL
has also been entering into related party transactions with
NALCO, a related party of GNAL. During the year 2026¬
27, the threshold limit of material related party transactions
between GACL & GNAL and GNAL & NALCO may exceed,
therefore Company seeks approval of shareholders of the
Company in 53^rd aGm of the Company for the year 2025-26.

Since, all the contracts / arrangements / transactions
with Related Parties during the year were in the ordinary

course of business and/or the same were at arm’s length
as well as under the special omnibus approval route and
not being material transaction as defined under the Act /
Rules, disclosure in Form AOC-2 under Section 134(3)(h)
of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is not required.

Policies may be accessed on the Company’s Website at
the weblinks:

https://gacl.com/wp-content/uploads/2025/05/Related-Party-Transactions-Policy-1.pdf and
https://gacl.com/wp-content/uploads/2023/12/Policy-On-Material-Subsidiaries.pdf

Your Directors draw attention of the Members to Note No.
39 to the Financial Statements which sets out Related
Party disclosures.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the Note Nos. 5,6,7,8,44(i)(g) & 45 of
the Notes to the Financial Statements.

INSURANCE

The Company has taken adequate insurance for all
its properties. The Company has also taken necessary
insurance cover as required under the Public Liability
Insurance Act, 1991.

The Company has D & O Liability Insurance Policy which
is reviewed in terms of the quantum and risk coverage as
per the Regulation 25(10) of the SEBI Listing Regulations.

LISTING REGULATIONS COMPLIANCE

The Company’s Equity Shares are listed on BSE Ltd.
(BSE) and National Stock Exchange of India Ltd. (NSE)
and their listing fees for the Financial Years 2025-26 and
2026-27 have been paid and the provisions of the SEBI
Listing Regulations have been complied with.

ANNUAL RETURN

The Draft Annual Return of the Company as on March 31,
2026 (2025-26) is available on the Company’s Website and
can be accessed at weblink:

https://gacl.com/wp-content/uploads/2026/08/Draft-MGT-7-31.03.2026.pdf

The Annual Return of 2024-25 in prescribed Form No. MGT-
7, as required under Section 92(1) of the Companies Act,
2013 read with Rule 11 of the Companies (Management
and Administration) Rules, 2014 has been placed on the
Company’s Website at weblink:

https://gacl.com/wp-content/uploads/2025/12/AB9903376_NEW-MGT-7_16.12.2025_FINAL.pdf

The same was filed with the Registrar of Companies, Gujarat
(ROC) on Ministry of Corporate Affairs (MCA) portal within
prescribed time limit.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company at its Meeting
held on 26^th May, 2017 has adopted “Dividend Distribution
Policy” effective from 26^th May, 2017. The Company has
further amended its “Dividend Distribution Policy” approved
by the Board of Directors on 29^th May, 2026 which is
applicable with effect from 29^th May, 2026 is available on
the Company’s Website at the weblink:

https://gacl.com/wp-content/uploads/2023/12/Dividend-

Distribution-Policy.pdf

The dividend recommended by the Board for the year
ended 31^st March, 2026 is in accordance with the said
Dividend Distribution Policy.

GENERAL INFORMATION

Your Directors state that no disclosure or reporting is
required in respect of the following items since there
were no transactions in these matters and/or they are not
applicable to the Company during the year under review:

1. Details relating to deposits covered under Chapter V
of the Act.

2. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to
employees of the Company under ESOP.

4. Issue of shares, issue of debentures, warrants, bonds,
other convertible securities or any non-convertible
securities.

5. No significant or material orders were passed by the
Regulators / Courts or Tribunals which would impact
the going concern status of the Company and its future
operations and no application made or proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016).

6. No fraud has been reported by the Auditors to the
Audit Committee or the Board.

7. There has been no change in the nature of business
of the Company.

8. There was no instance of one-time settlement with
any Bank or Financial Institution.

DISCLOSURES PERTAINING TO THE SEXUAL
HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has in place, a Policy for Prevention of
Sexual Harassment at the Workplace in line with the
requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & 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.

Internal Complaints Committee (ICC) consists of

The following is a summary of sexual harassment complaints
received and disposed of during the year 2025-26.

(a) Number of complaints pending at the beginning of the

year: Nil

(b) Number of complaints received during the year: Nil

(c) Number of complaints disposed off during the year: Nil

(d) Number of cases pending at the end of the year: Nil

SECRETARIAL STANDARDS

During the year under review, the Company has complied

with the applicable Secretarial Standards issued by the

Institute of Company Secretaries of India and approved by

the Central Government under Section 118(10) of the Act.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the Annual Accounts for the
Financial Year ended 31^st March, 2026, the applicable
accounting standards have been followed;

b) 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 31^st March, 2026 and of the profit
of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on
a going concern basis;

e) the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws

and that such systems are adequate and operating
effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis forms
part of the Board’s Report and it deals inter-alia with the
Business, Operations & Financial Performance, Research &
Development, Expansion & Diversification, Risk Management,
Outlook, Safety & Environment, Corporate Social
Responsibility, Material Development in Human Resources
etc. as stipulated under the SEBI Listing Regulations.

ACKNOWLEDGEMENTS

The Board expresses its gratitude and appreciation to the
Government of India, Government of Gujarat, Financial
Institutions, Insurance Companies, Banks, Other Business
Associates, Promoters, Shareholders and Employees of the
Company for their continued support. The Directors also
gratefully acknowledge all stakeholders of the Company
viz.: customers, members, dealers, vendors, banks and
other business partners for the excellent support received
from them during the year.

The Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitments
and continued contribution to the Company.

For and on behalf of the Board

Sd/-

DR. HASMUKH ADHIA, IAS (Retd.)CHAIRMAN

Place : Ahmedabad
Date : 4^th August, 2026