Your Directors present this 52^nd 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,
2025 and the report of the Auditors thereon.

PERFORMANCE AND FINANCIAL RESULTS

The financial performance of the Company for the year ended 31^st March, 2025 is summarized below:

FINANCIAL RESULTS - SUMMARY AND HIGHLIGHTS

(Rs. in Crores)

* Dividend per Share Rs. 13.85 for the FY 2023-24 paid in FY 2024-25.

RESULTS OF OPERATIONS AND THE STATE OF
COMPANY’S AFFAIRS

The highlights of the Company’s performance for the year
ended 31^st March, 2025 are as under:

At Standalone Level

0 The Company has achieved Net External Sales of Rs.
3,959.50 Crores during the year 2024-25 as against
Rs. 3,702.77 Crores in the Previous Year.

0 Total production of all products has increased by
3.18% to 21,11,229 MT during the year 2024-25 from
20,46,173 MT in previous year.

0 Other Operating income has increased by 9.20% to
Rs. 113.41 Crores during the year 2024-25 from Rs.
103.86 Crores in previous year.

0 Other income has increased by 2.30% to Rs. 92.14
Crores during the year 2024-25 from Rs. 90.07 Crores
in previous year.

0 EBITDA has increased by 100.16% to Rs. 452.56
Crores during the year 2024-25 from Rs. 226.10 Crores
in previous year.

0 Profit Before Tax (PBT) has increased by 104.96%
to Rs. 9.72 Crores during the year 2024-25 from loss
Rs.195.88 Crores in previous year.

0 Profit After Tax (PAT) has increased by 111.96% to
Rs. 15.82 Crores during the year 2024-25 from loss
Rs.132.24 Crores in previous year.

At Consolidated Level

0 EBITDA has increased by 205.86% to Rs.371.62 Crores
during the year 2024-25 from Rs.121.50 Crores in
previous year.

0 Loss before tax has decreased by 76.30% to Rs.71.22
Crores during the year 2024-25 from Rs.300.48 Crores
in previous year.

0 Loss after tax has decreased by 72.50% to Rs.65.12
Crores during the year 2024-25 from Rs.236.84 Crores
in previous year.

TRANSFER TO RESERVES

The Company has not transferred any sum to the General
Reserve Account during the Financial Year 2024-25.

DIVIDEND

Your Directors are glad to recommend a Dividend @ Rs.
15.80 per Share (i.e. 158%) 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, 2025 (Previous Year -
Dividend @ Rs.13.85 per Share i.e. 138.50%). 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, 1961.

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
2024-25 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, 2025, 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, 2025, consisted of 7,34,36,928 equity shares
of Rs. 10/- each. During FY 2024-25, 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 AND ASSOCIATE
COMPANY

GACL-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, 2025 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 2024-25.

During last week of March, 2025 chlorine compressors had
failed due to which productions at GNAL were affected.
GNAL could restart Caustic Soda Plant at partial load with
one Chlorine Compressor in the Month of May, 2025. In
July, 2025, GNAL could resume the operations of second
Chlorine Compressor to run the plant at higher capacity.

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 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 CGM (Legal, CC & CSR) of the Company
has been appointed as 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 the Company). The said Solar Power project
is now fully operative and the same is currently under the
stabilization phase. This will result in a reduction of the
overall Power Cost of the Company.

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 Vidut Vyapar
Nigam Limited (NVVNL), M/s. Tata Power and M/s. Kreate
Energy for supply of solar power helping the Company
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 RATINGS

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 above credit ratings and the same
has been informed to the Stock Exchanges (BSE & NSE)
vide letter dated 1^st August, 2025 and also placed on the

Company’s Website at

https://gacl.com/wp-content/uploads/2025/08/Credit-Rating-01.08.2025.pdf
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, 2025, below are the Members of the Risk
Management Committee:

1. Shri Nitin Shukla, Chairman;

2. Shri Rajiv Lochan Jain;

3. Dr. Chinmay Ghoroi; and

4. Smt. Avantika Singh Aulakh, 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 Chairman 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 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 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.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

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 2024-25, 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-conten1/uploads/2024/04/VIGIL_MECHANISM_CUM_WHISTLE_BLOWER_POLICY-AS-PER-SEBI-LODR.pdf

CORPORATE SOCIAL RESPONSIBILITY

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 composition of CSR Committee
is given in the Corporate Governance Report.

The CSR Committee has formulated and recommended
to the Board, CSR Policy identifying the activities to be
carried out by the Company and the said 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). 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 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 2024-25 was Rs. 936.98
Lakhs. The Company has spent Rs. 160.04 Lakhs towards
various CSR activities during the Financial Year 2024-25.
The unspent amount of Rs. 776.94 Lakhs towards various
ongoing CSR projects was transferred to “GACL Unspent
Corporate Social Responsibility Account 2024-25” within 30
days from the close of Financial Year 2024-25. 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
2024-25 is annexed herewith as Annexure-2.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT

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

The Board of Directors at its Meeting held on 8^th
August, 2024 noted resignation of Shri J P Gupta, IAS
(DIN: 01952821) as Director of the Company effective
from 05.08.2024 and completion of tenure of five
years of Shri S B Dangayach (DIN: 01572754) as an
Independent Director of the Company with effect from
08.08.2024. The Board places on record its sincere
appreciations and pays rich tributes for the valuable
services rendered and contributions made by Shri J
P Gupta, IAS as Director and Shri S B Dangayach,
as an Independent Director of the Company during
their tenure as Directors of the Company.

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 appointed Shri Bimal Julka, IAS (Retd.) (DIN:
03172733) and Dr. Chinmay Ghoroi (DIN: 10697793)
as an Additional and Non-Executive Directors of the
Company for 5 (five) consecutive years, with effect from
11^th July, 2024. The Company had sought approval of
Shareholders at 51^st AGM held on 26.09.2024 for: (i)
appointment of Shri. Bimal Julka, IAS (Retd.) as an
Independent Director of the Company; (ii) appointment
of Dr. Chinmay Ghoroi as an Independent Director of
the Company. The said Resolutions were approved by
requisite majority of Members through remote e-voting.
Accordingly, all the Resolutions were declared to be
passed on 26.09.2024.

As recommended by the Nomination-cum-Remuneration
Committee, the Board of Directors appointed Dr. T.
Natarajan, IAS (DIN: 00396367) as an Additional
Director of the Company w.e.f. 11^th September, 2024
vide letter No. FD/AOD/e-file/4/2022/1869/A(BPE)
dated 10.09.2024 received from Finance Department,
Government of Gujarat. The Company had sought
approval of Shareholders at 51^st AGM held on

26.09.2024 for appointment of Dr. T. Natarajan, IAS
(DIN: 00396367) as Director of the Company. The
said Resolution was approved by requisite majority
of Members through remote e-voting. Accordingly, the
Resolution was declared to be passed on 26.09.2024.

The Board of Directors of the Company at its Meeting

held on 11.02.2025, pursuant to the Notification
AIS/35.2025/11/G dated 1^st February, 2025 of General
Administration Department, Government of Gujarat,
pursuant to Articles 11 and 14-A of Articles of
Association of the Company and as recommended
by Nomination-cum-Remuneration Committee at its
Meeting held on 10.02.2025, had appointed Smt.
Avantika Singh Aulakh, IAS (DIN.:07549438) as a Non¬
Rotational Government Director and Managing Director
of the Company w.e.f. 03.02.2025 (i.e., the date on
which she took over the charge). The Company had
sought approval of Shareholders for Appointment of
Smt. Avantika Singh Aulakh, IAS (DIN.:07549438) as
a Managing Director of the Company through Postal
Ballot Notice dated 17.03.2025 by means of electronic
voting (remote e-voting). The said Resolution contained
in Postal Ballot Notice dated 17.03.2025 was approved
by requisite majority of Members through remote
e-voting. Accordingly, the Resolution was declared to
be passed on 22.04.2025.

The Board of Directors at its Meeting held on 11.02.2025
noted cessation of Shri Swaroop P. IAS as Managing
Director of the Company w.e.f. 03.02.2025 pursuant
to the Notification No. AIS/35.2025/11/G dated 1^st
February, 2025 received from General Administration
Department, Government of Gujarat. The Board places
on record its sincere appreciations for the valuable
services rendered by Shri Swaroop P. IAS to the
Company during his tenure as Managing Director of
the Company.

The Board of Directors at its Meeting held on

11.02.2025 noted cessation of Dr. Rahul Gupta, IAS
(DIN: 08572955), as Director of the Company with
effect from 10.02.2025. The Board places on record
its sincere appreciations and pays rich tributes for the
valuable services rendered and contributions made
by Dr. Rahul Gupta, IAS to the Company during his
tenure as Director of the Company.

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/e-
file/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.

Dr. Hasmukh Adhia, IAS (Retd.) (DIN 00093974),
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 & Chairman of the Company.

Brief profile of Dr. Hasmukh Adhia, IAS (Retd.) Director
and Chairman is forming part of the Notice of this
Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies
Act, 2013, Smt. Avantika Singh Aulakh, IAS 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.

Pursuant to the Regulation of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended time to time, there were following changes
in the Senior Management.

During the year, Shri G S Paliwal, has joined the
Company as an Executive Director (Commercial) of
the Company with effect from 4^th April, 2024. Shri
V P Gaekwad, General Manager (HR & IR T&D),
resigned and therefore he has ceased, as employee
of the Company w.e.f. 30.09.2024. Shri Shailesh
Damani was appointed as General Manager (Finance),
and CFO vice Shri Ram Gianani. Shri Ram Gianani
ceased as CFO with effect from 8^th August, 2024. Shri
Ram Gianani continue to serve as Additional General
Manager (Finance) of the Company. Shri Samir Desai
was appointed as General Manager (HR & IR T&D),
with effect from i.e. 01.01.2025

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://gacl.com/wp-content/uploads/2023/12/Nomination-Remuneration-Cum-Board-Diveisity-Policy.pdf

E. Meetings

During the year, Six (06) Board Meetings and Six (06)
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.
AUDITORS

A. Internal Auditors

As per the recommendation of the Audit Committee,
the Board of Directors of the Company at its Meeting
held on 18^th June, 2020 appointed M/s. Parikh Mehta
& Associates, Chartered Accountants, Vadodara as
Internal Auditors for conducting Internal Audit of the
Company for the period from 1 ^st July, 2020 to 30^th
June, 2025.

Further, 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.

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 years 2025-26 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

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors have appointed M/s.
Samdani Shah & Kabra, Practicing Company
Secretaries to undertake the Secretarial Audit of the
Company for the Financial Year 2024-25. 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 Board of Directors of the Company has on

recommendation of the Audit Committee in its Meeting
held on 15^th May, 2025 approved for the appointment
of M/s. Samdani Shah & Kabra, Practicing Company
Secretaries as the Secretarial Auditors of the Company
for Five years from 01.04.2025 to 31.03.2030 for
conducting Secretarial Audit of the Company and
issue of Secretarial Compliance Certificate subject to
approval by Shareholders. You are, therefore, requested
to appoint M/s. Samdani Shah & Kabra, Practicing
Company Secretaries, Vadodara as the Secretarial
Auditors of the Company to hold office for the said
period.

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, 2025 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 2024-25, unclaimed dividend
for the Financial Year 2016-17 aggregating Rs.25,03,775/-
had been transferred to Investor Education and Protection
Fund (IEPF).

The Company has also transferred Rs. 41,59,180/- (Net
of Tax) to the bank account of the IEPF towards dividend
declared by the Company for the Financial Year 2023-24,
for such shares which were transferred to the IEPF earlier.

During the Financial Year 2024-25, the Company has also
transferred 41,276 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 2016-17 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 2017-18 and the corresponding
shares will be due for transfer to the IEPF on 28^th October,
2025 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 & CGM

(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 2024-25.

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@
gacl.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
10^th February, 2025 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 eyar 2025¬
26, 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 52^nd AGM of the Company for the year 2024-25.

During the year 2024-25, GNAL has issued Compulsory
Convertible Debentures (CCDs) to the tune of Rs. 500
Crores. GACL being a promoter & holding Company has
agreed to provide backstopping support towards repayment of
principal and interest of Compulsory Convertible Debentures
(CCDs) amounting to Rs. 300 Crores in proportion to the
shareholding of the Company in GNAL (60%). The obligation
of the Company may arise only after completion of the
tenure of the CCD or at the time of occurrence of default

by its subsidiary (upto 60% of the issue amount of Rs.
500 Crore plus interest thereon). As of now, neither tenure
of the CCD has been completed nor the subsidiary of the
Company has defaulted. Therefore, there is no transaction
as such between GACL & GNAL. However, as an abundant
caution, shareholders’ approval has been sought also
considering the said proportionate amount of CCD.

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:

hllps:lgac[B)ilip-B)nlenlluploads(?025i05iRelaled-Pa(y-Iuisaclions-Polcy-tpdlandhllps:lga:[B)ilipi:onlentiuploads502]|l2iPolcy-On-lale[id-Subsidia[ies,pdl

Your Directors draw attention of the Members to Note No.
38 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 No. 5,6,7,17,22 & 43(i)(g) 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 2024-25 and
2025-26 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,
2025 (2024-25) is available on the Company’s Website and
can be accessed at weblink:

https://gacl.com/wp content/uploads/2025/08/Draft-MGT-7_2024-25.pdf
The Annual Return of 2023-24 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-contenl/uploads/2024/10/Form_MGT_7-2023-24_signed.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 22^nd May, 2023 which is
applicable with effect from 22^nd May, 2023 is available on
the Company’s Website at the weblink:
https://gad.com/wp-content/uploads/2023/12/Dividend-Distribution-Policy.pdf

The dividend recommended by the Board for the year
ended 31^st March, 2025 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. T here 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) consist of

The following is a summary of sexual harassment complaints
received and disposed of during the year 2024-25.

(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, 2025, 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, 2025 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 : Gandhinagar
Date : 8^th August, 2025