The Board of Directors is pleased to hereby present its Fiftieth (50^th) Annual Report on the performance of the
Company together with Audited Financial Statements (Standalone and Consolidated) for the Financial Year (FY)
ended on March 31,2026.

FINANCIAL RESULTS

During the year under review, the Company achieved remarkable performance on operational and financial fronts.
The Company established total Thirty (30) new records during the FY 2025-26, out of which Twenty (20) records
were established in production and Ten (10) for sale / dispatch.

Financial Highlights on Standalone basis are summarized as follows:

(? in crores)

DIVIDEND

Keeping in view the Company's performance for the FY 2025-26, long term growth strategy and to ensure that the
Shareholders get sustained return on their investments, your Directors have recommended a Dividend of ? 21 per
Equity Share (@ 210%) on 14,69,40,683 Equity Shares of ? 10/- each fully paid up, subject to approval of
Shareholders at the Annual General Meeting. The Dividend payout works out to be ? 308.58 Crores. This amounts
to 39% of the Net Profit of the Company for the FY 2025-26.

PERFORMANCE OVERVIEW AND STATE OF THE COMPANY'S AFFAIRS1. Operational Performance:

The Company has achieved remarkable production performance during the FY 2025-26. Day to day plant
operations were closely reviewed and optimized to maximize profit.

During the year, several Plants achieved over 100% capacity utilization level. Ammonia (6,59,169 MTs i.e.
147.96%), Urea (8,33,679 MTs i.e. 130.90%), M.F (43,941 MTs i.e. 192.72%), Formic Acid (33,773 MTs i.e.
171.26%), Acetic Acid (1,54,840 MTs i.e. 154.84%), ANP (1,72,995 MTs i.e. 121.40%), WNA-I (3,02,462 MTs i.e.
122.21%), WNA-II (1,30,248 MTs i.e. 130.25%), TDI-I, Bharuch (18,167 MTs i.e. 129.76%), EA (66,491 MTs i.e.
132.98%) were among the plants that excelled in capacity utilization.

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

TDI-II, Dahej plant operated for 276 days at 77% capacity utilization. Production was affected by equipment
issues, maintenance activities, and natural gas supply constraints.

2. Financial Performance:

During FY 2025-26, Revenue from operation is not comparable due to annual turnaround at Bharuch Complex in
current FY and at Dahej Complex in Previous FY 2024-25. PBT improved by 35% for the full year mainly due to
reduction in input cost. The change in other comprehensive income is attributable to change in the fair market
value of both quoted and unquoted investments as well as actuarial assumptions of employee benefit
obligations. The revision in both energy and fixed cost is being pursued with the Government at industry level.

The Board of Directors at its meeting held on May 18, 2026 has recommended dividend of ? 21/- per Equity
Share (i.e. 210%).

SALES1. Industrial Products:

The Indian chemical market, currently estimated at approximately $ 155-165 billion, is expected to grow at a
steady pace and reach $ 230-255 billion by 2030, implying a CAGR of 8-9%. This trajectory is likely to outpace
overall GDP growth, reflecting both increase in domestic consumption and India's share in global chemical
production.

GNFC's products have better resonance due to their application and use in different end use sectors. Hence,
several industrial products of GNFC outperformed against the previous year viz. Toluene Di-Isocyanate (TDI),
Formic Acid and Concentrated Nitric Acid (CNA). Milestone was created by achieving highest ever annual sales
for Formic Acid in FY 2025-26. TGU, TDI & AN Melt made 22%, 22% & 17% share of the industrial products
turnover respectively in the FY 2025-26.

2. Fertilizers Business:

During the FY 2025-26, our Company has achieved total sales of 6.19 Lakh Metric Tonnes of Urea which was

0.23 Lakh MT lower than previous year (i.e. 6.42 Lakh Metric Tonnes). The lower sales in Urea was due to less
production during March 2026 due to geo-political reason/limited supply of feed stock. Sales of Nitro
phosphate (20-20-0) stood at 1.73 Lakh Metric Tonnes, which was similar with previous year (i.e., 1.73 Lakh
Metric Tonnes). During the FY 2025-26, company continued to serve farming community through "Narmada
Khedut Sahay Kendras (NKSKs)"- COCO model retail outlets by providing required agri-inputs both bulk
fertilizers & value added non-bulk products along with advisory services.

During the year, Trading Activities were also continued in Muriate of Potash (MoP), Di-Ammonium Phosphate
(DAP), Ammonium Sulphate (AS), Single Super Phosphate (SSP), Fermented Organic Manure (FOM), City
Compost etc.

3. (n)Code Solutions - IT Division:

During FY 2025-26, (n)Code Solutions - IT Division continued to deliver a broad spectrum of IT services,
including Digital Signature Certificates (DSC), PKI solutions, e-Procurement, e-Governance Solutions and
system integration solutions.

The Division recorded a total income of ? 95 Crores, reflecting a growth of approximately 19% over ? 80 Crores
in the previous year. This growth was primarily driven by new project wins in the e-Governance vertical and
continued growth in (n)procure services. Profit before Tax (PBT) stood at ? 35 Crores, representing an increase
of approximately 106% from ? 17 Crores in the previous year, attributable to higher revenues while fixed costs
remained largely stable.

Key achievements during the year include:

» (n)Procure services, extended to all Government of Gujarat departments, recorded its ever-highest revenue
of ? 42 Crores.

» New project wins in the e-Governance vertical - particularly in the education sector for various GoG
departments, covering recruitment processes and allied services - contributed the ever-highest revenue of
? 13 Crores.

» Successful onboarding of MSME Commissioner, Statue of Unity - SOU as a new client.

Going forward, the Division remains focused on expanding its pan-India presence and deepening its footprint in
the government and enterprise segments across its product and services portfolio, while continuing to drive
digital transformation through advanced and scalable software solutions.

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

MANAGEMENT DISCUSSION & ANALYSIS

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

FERTILIZERS INDUSTRY - GOVERNMENT POLICY

Government Policies in respect of fertilizers have remained same during the FY 2025-26. Reasonability of MRPs in
fertilizer governed through Nutrient Based Subsidy Policy is continued.

The DoF's initiatives viz. PM-PRANAM-Programme for Restoration, Awareness Generation, Nourishment, and
Amelioration of Mother-Earth (for soil health improvement, promoting organic manures and reducing chemical
fertilizers) and NAMO DRONE DIDI (bringing technological advancements/improvements in agriculture through
women empowerment) have gained momentum during FY 2025-26. Besides, initiatives like ONOF- One Nation One
Fertilizer, PMKSK-Pradhan Mantri Kisan Samriddhhi Kendra are being strengthened.

Nutrient Based Subsidy (NBS) was announced on six monthly basis during FY 2025-26. For GNFC's Nitro
phosphate the NBS Subsidy was ?17,324 per Metric Tonne in first half and ?18,196 per Metric Tonne during second
half of the year.

On-Going Projects / New Projects/ Revamp Schemes

Your Company is continuously looking for the Growth opportunities and has initiated actions for implementation of
various Projects as follows:

Existing On-Going Projects:1. Ammonia Plant revamp:

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

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

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

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

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

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

Engineering, Procurement and Construction activities are progressing and Power Project is expected to be
completed by November 2026.

3. Weak Nitric Acid-IM (WNA-III):

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

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

Engineering, Procurement and Construction activities are progressing and Project is expected to be completed
by June 2027.

4. Ammonium Nitrate-II (AN-II) Project:

The Board of Directors have already approved the implementation of AN-II project having capacity of 480 MTPD
in November 2025.

EPC Contract has been awarded to M/s. Toyo Engineering India Pvt. Ltd in December 2025.

Engineering, Procurement and Construction activities are progressing and Project is expected to be completed
by August 2027.

NEW UPCOMING PROJECTS:1. New CFBC Boiler:

Your Company is planning to install New CFBC boiler having capacity of 180~200 MT/hr in view of replacement
of existing old coal fired Boilers. Board has approved the project on February 10, 2026. Pre-project activity is
under progress.

2. New four power lines of 132 KV:

Your Company is planning to install four power lines of 132 KV to improve reliability of GETCO Power supply for
GNFC complex, Bharuch site. Board has approved the project on February 10, 2026. Pre-project activity is under
progress.

3. Upgradation of Effluent Treatment Plant (CETP & NETP):

Your Company is planning to upgrade existing Effluent Treatment Plant. Board has approved the project on
November 05, 2025. Pre-project activity is under progress.

CREDIT RATING

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

APPROPRIATIONS

Your Company has registered a Net Profit of ? 797.48 Crores for the FY 2025-26. After deducting therefrom ? 44.13
Crores, being the re-measurement loss on defined employee benefit plans and, adding thereto ? 4,212.95 Crores,
being the balance of Statement of Profit & Loss brought forward from previous year, an amount of ? 5,054.56
Crores is available for appropriation. Out of this ? 264.49 Crores is appropriated towards payment of dividend for
the FY 2024-25 and ? 300 Crores is transferred to General Reserve. The balance amount of ? 4,490.07 Crores is
proposed to be carried to Balance Sheet.

TRANSFER TO RESERVES

The Board of Directors has decided to transfer ? 350 Crores of profits of FY 2025-26 to General Reserve.

FIXED DEPOSITS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

As per the provisions of Section 135 of the Companies Act, 2013 (as amended), the statutory amount (i.e. 2% of
the average net profits of the last three Financial Years) that was required to be spent by the Company for various
CSR activities / projects during the FY 2025-26 was ? 22.54 Crores. The Company had actually spent ? 5.22 Crores,
towards various CSR Activities/Projects during the FY 2025-26 and transferred ? 17.32 Crores to Unspent CSR
Account of FY 2025-26 as per Section 135(6) of the Companies Act, 2013 (as amended). During the FY 2025-26,
no amount (being excess spending of previous FY) was available for set off in pursuance of sub-rule (3) of rule 7 of
the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Further, pursuant to Rule 12 of the Companies (Accounts) Rules, 2014, the Company has duly filed Form CSR-2 for
FY 2024-25 on October 03, 2025.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report (BRSR) is based on Environment, Social and Governance (ESG)

norms and Sustainable Development Goals. Your Company has strived to actualize the principles of responsible
business conduct in letter and spirit and is conducting its business in a manner that creates shared values for all
Stakeholders whilst aiming to achieve the best targets on ESG fronts.

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

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

In line with the requirements of the Companies Act, 2013 ('the Act') and SEBI Listing Regulations, as amended from
time to time, the Company has formulated a Policy on Related Party Transactions ('RPT Policy') for identifying,
reviewing, approving and monitoring of Related Party Transactions and the same is available on the Company's
website at https://www.gnfc.in/wp-content/uploads/2026/02/Annexure_A_RPT-Policy-GNFC_V1.pdf

All related party transactions entered into during FY 2025-26 were on arm's length basis and in the ordinary course
of business and were reviewed and approved by the Audit Committee. The Audit Committee has granted omnibus
approval for RPTs, which are routine and repetitive in nature, based on the criteria approved by the Board of
Directors within the overall framework of the said Policy. All RPTs under the omnibus approval are placed before
the Audit Committee periodically for its review and approval.

The Company has not entered into any contract or arrangement with related parties, as referred to in Section
188(1) of the Companies Act, 2013 (as amended) during the FY 2025-26. Accordingly, the disclosure of RPTs in
Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013 (as amended), is not applicable to
your Company. Details of Related Party as per Ind AS-24 is given in Note No. 37 to the Standalone Financial
Statements.

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

RISK MANAGEMENT

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

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

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

VIGIL MECHANISM-CUM-WHISTLE BLOWER POLICY

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

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

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('POSH
Act') and Rules made thereunder, the Company has formed an Internal Committee ('IC') for its workplaces to
address complaints pertaining to sexual harassment in accordance with the POSH Act.

Requisite details are furnished in below table:
Details of the complaints:

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Investment in the equity shares of GACL

The Board, at its 439^th meeting held on February 10, 2026, approved the acquisition of up to 1% of the share capital
of Gujarat Alkalies and Chemicals Limited (GACL).

Pursuant to this approval, the Company acquired 7,34,369 equity shares of GACL, for a total consideration of
? 36.49 crores.

Following this acquisition, the Company's shareholding in GACL increased from 2.40% to 3.40% of the total paid-up
share capital.

The Company has not made any other investment in other bodies corporate or given any Loan or Guarantee or
provided any Security in connection with loan to any other body corporate or person during the FY 2025-26.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3)(c) of the Companies Act, 2013 (as amended), read with Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended (SEBI
Listing Regulations), the Company has prepared Consolidated Financial Statements in respect of Associate
Company viz. Gujarat Green Revolution Company Limited (GGRCL) for the FY 2025-26 and forms part of this
Annual Report.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

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

INTERNAL FINANCIAL CONTROLS SYSTEM

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) in the preparation of Annual Accounts for the financial year ended March 31,2026, the applicable Accounting
Standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at end of the financial year on March 31, 2026 and of the profit of the Company for that period;

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

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

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

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

REPORT ON CORPORATE GOVERNANCE

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

» Declaration by Managing Director regarding compliance of the Company's Code of Conduct by the Board
Members and Senior Management Personnel;

» Certificate by Practicing Company Secretary certifying:

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

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL1. Chairman of the Company:

» Shri Pankaj Joshi, IAS ceased to be Director and Chairman of the Company consequent upon
superannuation from Service of Government of Gujarat w.e.f. October 31, 2025.

» Consequently, Shri Manoj Kumar Das, IAS was nominated and appointed as a Director and Chairman of the
Company w.e.f. November 01, 2025 by the Govt. of Gujarat (GoG) vide its Letter No: EPCD/0010/11/2025.

Change in Key Managerial Personnel of the Company

2. Managing Director:

» Dr. Thiruvenkadam Natarajan, IAS ceased to be the Managing Director pursuant to the General
Administration Department Order No. AIS/35.2025/56/G dated December 23, 2025. He has relinquished
the charge of Managing Director of the Company w.e.f. December 29, 2025. However, he continued as
Non-Executive Non-Independent Director on the Board of the Company.

» Shri Rajkumar Beniwal, IAS, who was nominated as Managing Director of the Company vide GoG, GAD
notification no. AIS/35.2025/56/G dated December 23, 2025, assumed the charge of Managing Director
w.e.f. December 29, 2025.

3. Company Secretary & Compliance Officer:

» Shri Rajesh Pillai, a qualified Company Secretary, was appointed as the Company Secretary and
Compliance Officer of the Company with effect from May 23, 2025.

Retirement of Director(s) by Rotation

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

Declaration by Independent Directors

In terms of Section 149(7) of the Companies Act, 2013 (as amended) and the SEBI Listing Regulations, the
Company has received necessary declarations for the FY 2025-26, from all Independent Directors, to the effect that

they meet with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 (as
amended) and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended.

Change in Directorate

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

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

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

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

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

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

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

PARTICULARS OF EMPLOYEES AND REMUNERATION

There were 1,971 permanent employees of the Company as of March 31,2026. The disclosures with respect to the
remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 (as amended)
and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the
'Rules') have been appended as Annexure - D, forming part of this Report. Details of employee remuneration as
required under the provisions of Section 197 of the Companies Act, 2013 (as amended) and Rules 5(2) and 5(3) of
the Rules are available to any Shareholder for inspection on request. If any shareholder is interested in obtaining a
copy thereof, such shareholder may write to the Company Secretary, where upon a copy would be sent through
email only.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 (as
amended) and relevant Rules made there under, the Shareholders of the Company had at their 45^th AGM held on
September 23, 2021 appointed M/s. Suresh Surana & Associates LLP, Mumbai, Chartered Accountants (Firm
Registration No.: 121750W/W100010), a member firm of RSM International as Statutory Auditors of the Company
for a term of five (5) consecutive years, until conclusion of the forthcoming 50^th AGM to be held in the year 2026, on
such remuneration as may be determined by the Board of Directors, based on the recommendation of the Audit
Committee plus certification fees, applicable taxes and reasonable out of pocket expenses actually incurred by
them during the course of Audit.

In accordance with the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,
2013 and the relevant Rules framed thereunder, it is proposed to appoint M/s. B S R and Co, Chartered
Accountants (Firm Registration No.: 128510W), as Statutory Auditor of the Company for a term of five consecutive
years at the ensuing 50^th AGM till the conclusion of 55^th AGM, in place of retiring Auditors M/s. Suresh Surana &
Associates LLP, Mumbai, Chartered Accountants, a member firm of RSM International.

Notes to Financial Statements (Standalone and Consolidated) forming part of Audited Financial Statements for FY
2025-26 are self- explanatory and need no further explanation. The Auditors' Reports on Audited Financial
Statements (Standalone and Consolidated) does not contain any Modified Opinions.

Cost Auditor

As per Section 148 of the Companies Act, 2013 (as amended) read with the Companies (Cost Records and Audit)
Rules, 2014 (as amended), the Company is required to prepare, maintain as well as have the audit of its cost
records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and
records. The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. K G Goyal &
Associates, Cost Accountants, Jaipur, Rajasthan (Firm Registration No: 000024) as the Cost Auditor of the
Company for the FY 2026-27 at a remuneration of ? 1,10,000/- (Rupees One Lakh and Ten Thousand only) p.a. plus
out of pocket expenses and statutory levies.

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

The remuneration payable to the Cost Auditor is required to be placed before the Shareholders in General Meeting
for ratification. Accordingly, a resolution seeking Shareholders' ratification for the remuneration payable to M/s. K G
Goyal & Associates, forms part of the Notice of 50^th AGM, forming part of this Annual Report.

Secretarial Auditor

In terms of provisions of Section 204 of the Act and Regulation 24A of SEBI Listing Regulations, CS J. J. Gandhi, of
M/s J.J. Gandhi & Co., Practicing Company Secretaries, Vadodara, having Firm Registration Number
S1996GJ018900, were appointed as Secretarial Auditors of the Company, for a term of five consecutive years i.e.
from FY 2025-26 to FY 2029-30.

M/s J.J. Gandhi & Co. have confirmed they are not disqualified from being appointed as the Secretarial Auditors of
the Company and satisfy the prescribed eligibility criteria.

The Secretarial Audit Report in Form MR-3 in respect of Secretarial Audit work carried out by him for the FY 2025¬
26 is enclosed at Annexure - E, forming part of this Report. The said Report does not contain any qualification,
reservation or adverse remark.

DIVIDEND DISTRIBUTION POLICY

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

DETAILS OF FRAUDS, IF ANY, REPORTED BY THE AUDITORS

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

GENERAL DISCLOSURESMEETINGS OF THE BOARD AND COMMITTEES THEREOF:

(i) Board Meeting:

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

(ii) Committees of the Board:

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

1. Audit Committee (AC);

2. Stakeholders' Relationship Committee (SRC);

3. Nomination and Remuneration Committee (NRC);

4. Corporate Social Responsibility (CSR) Committee;

5. Risk Management Committee (RMC);

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

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 (as amended), read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), as amended, all unpaid or unclaimed dividends
which were required to be transferred by the Company to the IEPF were transferred to IEPF Authority. The Company
has also transferred 1,94,435 shares held by 2,915 Shareholders in respect of which dividend amount remained
unpaid / unclaimed for a consecutive period of seven years or more to IEPF Authority within stipulated time.

The details of unpaid / unclaimed dividend and the shares transferred to IEPF Authority are available on the
Company's website at web link - https://www.gnfc.in/about-us/share-holders/details-of-dividend-due-for-transfer-
to-iepf/#1616490425105-a659e48f-287b

SIGNIFICANT AND MATERIAL ORDERS

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FY 2025-26

During FY 2025-26, there was no application made and no proceeding was pending against the company, under the
Insolvency and Bankruptcy Code, 2016.

DETAILS OF ONE-TIME SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

The Company didn't make one time settlement with banks/financial institutions during the financial year.

DISCLOSURE ON COMPLIANCE OF SECRETARIAL STANDARDS

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

DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

During F.Y. 2025-26, the Company has complied with all the applicable provisions relating to the Maternity Benefit
Act, 1961.

INSURANCE

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 (as amended), the Draft Annual
Return in Form MGT-7 as on March 31, 2026 is available on the Company's website at https://www.gnfc.in/wp-
content/uploads/2026/05/MGT-7_25-26_Draft.pdf

INDUSTRIAL RELATIONS

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of DirectorsShri Manoj Kumar Das, IAS

Chairman
DIN: 06530792

Place: Gandhinagar
Date: August 05, 2026