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You can view full text of the latest Director's Report for the company.

BSE: 500690ISIN: INE026A01025INDUSTRY: Fertilisers

BSE   ` 146.80   Open: 142.20   Today's Range 142.20
153.80
+4.70 (+ 3.20 %) Prev Close: 142.10 52 Week Range 132.15
199.30
Year End :2026-03 

Your Directors take pleasure in presenting herewith the 64th Board’s Report on the business and operations together with the
audited financial statements of the Company for the financial year ended 31/03/2026.

1. Financial highlights of the Company

Particulars

Standalone

Consolidated

2025-26

^2024-25

2025-26

^2024-25

Gross Sales

10,827.25

9,428.71

10,945.50

9,533.96

Other Income

273.06

312.95

276.37

314.68

Total Revenue

11,100.31

9,741.65

11,221.87

9,848.64

Less: Operating Expenses

10,046.23

8,799.82

10,155.21

8,902.06

Operating Profit

1,054.08

941.83

1,066.66

946.58

Less: Finance Cost

14.46

10.08

14.47

10.08

Gross Profit

1,039.62

931.75

1,052.19

936.50

Less: Depreciation

201.50

191.57

201.90

192.02

Exceptional Item

0

0

0

0

Profit before Taxes

838.12

740.18

850.29

744.48

Shares in Profit/(Loss) of Associates

0

0

11.00

11.79

Profit before taxes after Associates

838.12

740.18

861.29

756.27

Taxation

- Current Tax

203.94

115.96

204.16

115.98

- Deferred Tax (net)

16.81

57.61

18.28

55.66

- Mat Credit recognized

0

0

0

0

- Earlier year tax

-34.15

-6.57

-34.15

-6.53

Profit after taxes

651.52

573.18

673.00

591.16

Non-controlling Interest

0

0

0

0

Other comprehensive income arising from re¬
measurement of defined benefit plan

46.17

-46.81

46.25

-46.86

Balance brought forward from last year

1,101.74

1,104.76

1,223.74

1,208.83

Amount available for appropriations

1,799.43

1,631.13

1,942.62

1,753.13

Payment of Dividend

- Dividend

199.24

159.39

199.24

159.39

Transfer to General Reserve

450.00

370.00

450.00

370.00

Leaving a balance in the Profit & Loss Account

1,150.19

1,101.74

1,293.38

1,223.74

2. Dividend

The Board of Directors (“Board”), at the meeting held on 22/05/2026 has recommended a final dividend of Rs. 5 per equity
share of face value of Rs. 2/- each (@ 250%) on 39,84,77,530 equity shares (Previous Year - 250% i.e. Rs. 5/- per share on
39,84,77,530 equity shares of Rs.2 each) for the financial year ended 31/03/2026, for consideration at the 64th Annual General
Meeting (“AGM”) of the Company. The dividend shall be paid to those members whose names shall appear on the Register of
Members of the Company on the Book Closure Date i.e. on Saturday, 12th September, 2026.

The total outgo on account of final dividend, if approved by shareholders, shall be Rs. 199.24 crores.

The dividend pay-out is in accordance with the Company’s Dividend Distribution Policy.

Dividend Distribution Policy

This policy has been framed and adopted in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The policy, inter alia, lays down various parameters relating
to declaration / recommendation of dividend. There has been no change to the policy during the financial year 2025-26. The

policy is placed on the Company’s website athttps://www.gsfclimited.com/Content/writereaddata/SEBI/20.%20DIVIDEND
DISTRIBUTION POLICY.pdf.

3. Indian Accounting Standards

The financial statements of the Company for the FY 2025-26, have been prepared in accordance with IND-AS as notified under
the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act, as amended from time to time.

4. Transfer to reserves

The Company has transferred Rs. 450 crores to general reserves.

5. Brief description of the Company’s working during the year

Standalone basis

Your Directors wish to report that the Company has achieved turnover of Rs. 10,827 crores for the year ended 31/03/2026 as
against Rs. 9,429 crores (FY 24-25) on standalone basis, registering a growth of 14% at Rs. 1,398 crores.

Similarly, for the year under review, the Profit Before Tax (PBT) was Rs. 838 crores and Net Profit was Rs. 652 crores as
against PBT of Rs. 740 crores and Net Profit of Rs. 573 crores for the previous Financial Year.

Consolidated basis

Your Directors wish to report that the Company has achieved turnover of Rs. 10,946 crores for the year ended 31/03/2026 as
against Rs. 9,534 crores (FY 24-25) on consolidated basis, registering a growth of 14 % at Rs. 1,412 crores.

Similarly, for the year under review, the PBT was Rs. 850 crores and Net Profit was Rs. 673 crores as against PBT of Rs. 744
crores and Net Profit of Rs. 591 crores for the previous Financial Year.

6. Material changes and commitments, if any, affecting the financial position of the Company which
have occurred between the end of the financial year to which the financial statements relate and the
date of the report

There have been no material changes and commitments which affect the financial position of the Company, that have occurred
between the end of financial year to which the financial statement relates and the date of this report.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and Company’s operations in future

There are no orders that impact the going concern status and Company’s operation except those which have been appropriately
challenged before the judiciary. The Company believes that as of now none of these sub-judice matters impact the going
concern status and Company’s operations.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

Your Company has implemented a comprehensive Internal Control System over financial reporting which commensurate with the
size, scale and complexity of its operations. The Finance-cum-Audit Committee of the Company monitors and evaluates the efficacy
and adequacy of Internal Control Systems, accounting procedures and policies. Based on the report of Internal Auditors, significant
audit observations and actions taken on such observations are presented to the Finance-cum-Audit Committee of the Board.

9. Share Capital

The paid-up equity share capital of the Company as on 31/03/2026, was Rs. 79,69,55,060. During the year under review,
there has been no change in the authorized, issued, subscribed and paid up share capital, including any reclassification or
sub-division thereto.

During the year under review, the Company has not

i. bought back any of its securities;

ii. issued any Sweat Equity Shares;

iii. Issued any Bonus Shares; or.

iv. Provided any Stock Option Scheme to its employees.

10. Details of Subsidiaries / Joint Ventures / Associate Companies

The Company has following subsidiaries and associate companies as of 31/03/2026 and as on the date of the report:

Sr.

no.

Name

Shareholding of
the Company

Brief details

Subsidiary Companies

1.

GSFC Agrotech

100%

Incorporated on 02/04/2012, this company is engaged in providing farmers

Limited

with reliable, high-quality agri-inputs and services, including fertilizers, agro¬
products, and related services.

2.

Gujarat Port and

60%

Incorporated on 03/02/2020, this Joint Venture with Gujarat Maritime Board is

Logistics Company

primarily engaged into developing logistics facilities and related infrastructure,

Limited

across the state of Gujarat.

3.

Vadodara Jal

60%

Incorporated on 22/07/2020, this company is a Special Purpose Vehicle

Sanchay Private

jointly promoted by the Company, Gujarat Alkalies and Chemicals Limited

Limited

(“GACL”), Gujarat Industries Power Company Limited (“GIPCL”) and
Vadodara Municipal Corporation (“VMC”) , for the purpose of undertaking the
project of Tertiary Treatment of Waste Water.

Associate Companies

4.

Vadodara Enviro

28.57%

Incorporated on 12/11/1999, this company is in the business of conveyance of

Channel Limited

treated waste water to more than 250 industrial units in and around Vadodara
District of Gujarat through the 55 km long channel and safely disposing the
same into the Bay of Cambay.

5.

Gujarat Green

46.87%

Incorporated on 27/11/1998, is jointly promoted by the Company along with

Revolution

Gujarat Narmada Valley Fertilizers Co. Ltd. (“GNFC”) and Gujarat Agro Industries

Company Limited

Corporation Limited (“GAIC”). This company functions as an implementing
agency appointed by the Government of Gujarat and is recognized by the
Government of India for implementing the Micro Irrigation Scheme in the State
of Gujarat.

6.

Gujarat Data

23%

Incorporated on 29/08/1985, this company is a public limited entity based in

Electronics Limited

Gandhinagar, Gujarat. It operates in the Information Technology sector. This
is a dormant company on the date of this report.

7.

Karnalyte

47.73%

Incorporated in 2007, this is a Canada based body corporate, primarily

Resources Inc.

engaged in the exploration and development of its property and possible
construction of a production facility and development of potash mine.

As of 31/03/2026, the Company does not have any material subsidiary in terms of the SEBI Listing Regulations and Company’s
Policy on Determining Material Subsidiary.

A report on the performance and financial position of each of the subsidiaries and associates and joint venture companies
as per the Companies Act, 2013 (“Act”) is provided at
Annexure - A to the Consolidated Financial Statement and hence not
reproduced here for the sake of brevity.

11. Listing of Shares & Depositories

The Equity Shares of your Company are listed on the BSE Limited (“BSE”) and National Stock Exchange of India Ltd. (“NSE”).
The listing fees for the FY 26-27 has been timely paid to both the BSE and NSE.

Your Directors wish to state that the Equity Shares of your Company are compulsorily traded in dematerialized form w.e.f.
26/06/2000. Presently, 98.71% of shares are held in dematerialized form.

Details in this regard form part of the Corporate Governance Report forming part of this Annual Report.

12. Report on Corporate Governance and Management Discussion and Analysis Report To Shareholders

Your Company has complied with all the mandatory requirements of Corporate Governance norms as mandated under the
SEBI Listing Regulations and the report on Corporate Governance, together with the Certificate of M/s. Samdani Shah
& Kabra Associates, Company Secretaries, Vadodara form part of this Annual Report.

In terms of the provisions of Regulation 34(2) of the SEBI Listing Regulations, the Management Discussion and Analysis
Report outlining the business of your Company forms part of this Annual Report.

13. Business Responsibility & Sustainability Report

In terms of Regulation 34(2) of the SEBI Listing Regulations, Business Responsibility and Sustainability Report for the
financial year 2025-26 is placed on the Company’s website at : https://www.gsfclimited.com/Content/writereaddata/Portal/
Document/185_1_1_BRSRreport2025-26.pdf

14. Deposits from public

The Company has discontinued accepting new deposits since 15/11/2005 and renewing the deposits since 31/03/2009 and
hence, there is no amount that is required to be transferred as unclaimed deposits and interest thereon to the Investors
Education and Protection Fund.

15. Details of loans availed from Directors or their relatives

The Company has not availed any loan from its Directors or their relatives.

16. Insurance

All the properties and insurable interests of the Company, including the buildings, plants & machineries and stocks have
been adequately insured. As required under the Public Liability Insurance Act, 1991, your Company has taken an appropriate
insurance cover.

17. Directors’ & Officers’ Insurance Policy

In terms of Regulation 25(10) of the SEBI Listing Regulations, the Company has in place a Directors & Officers Insurance
Policy for such quantum and risk coverage, as determined by the Board.

18. Expansion and Diversification

Your Directors are happy to share the status of various projects that are under execution/ executed as below:

. 15 MW Solar Power Project at Charanka:

Your Company has successfully commissioned 15 MW (AC) Ground Mounted Solar Power Plant at Charanka, Gujarat in May,
2025, to utilize green energy.

. 600 MTPD Sulphuric Acid Plant at Vadodara Unit:

Your Company has successfully commissioned 600 MTPD Sulphuric Acid Plant at Vadodara Unit in January, 2026. To balance
the Sulphuric Acid & Steam requirement of the complex ISGEC Heavy Engineering Limited had executed the project on LSTK
basis with M/s DMCC technology. (The Dharamsi Morarji Chemical Company, which is now officially named DMCC Speciality
Chemicals Limited.)

. Urea Plant Revamping Project:

Your Company has successfully revamped its existing Urea-II Plant in May, 2025, to reduce the energy consumption of
existing Urea Plants and improve the plant reliability considering vintage plant M/s Casale SA, Switzerland was the Technology
supplier while Larson & Toubro Limited had executed the project on EPC mode.

. Refurbishment of Old Vintage Ammonium Sulphate-I (AS-I) & Ammonium Sulphate-II (AS-II) Plants:

Your Company has successfully completed majority of refurbishment activities of Ammonium Sulphate-II (AS-II) Plants in
March, 2025, to improve the plant reliability considering vintage plant and other minor activities linked with planned shutdown
were carried out in March, 2026. Similarly, your Company has successfully completed refurbishment activities of Ammonium
Sulphate-I (AS-I) Plant in May, 2026. These refurbishment activities are carried out in-house and in running plant / availing
shutdown opportunities.

. 600 MTPD Phosphoric Acid Plant and 1800 MTPD Sulphuric Acid Plant at Sikka Unit: -

Your Company is considering to install 600 MTPD Phosphoric Acid Plant (M/s TECI, Tunisia is a technology supplier) and 1800
MTPD Sulphuric Acid Plant (M/s Chemetics, Canada is a technology supplier) at Sikka Unit, as a part of backward integration.
Projects & Development India Limited (‘PDIL’) is engaged as a Project Management Consultant (PMC).

. Participation in GIPCL’s 75 MW Solar Power Project in Group captive mode with GACL:

In order to reduce its energy cost, your Company has Participated in GIPCL’s 75 MW Solar Power Project in Group captive
mode with GACL by way of equity infusion. 25 MW Solar Power Project (Phase - I) was successfully commissioned in April,
2025 and balance 50 MW (Phase - II) was successfully commissioned in June, 2025. Considering equal equity infusion by the
Company and GACL, we are receiving benefit of power generation from 37.5 MW Solar Power Plant.

. Development of Dahej Complex:

The Company has executed land lease deed for 99 years with GIDC in November 2025 for the land parcel of 276.7 Hectares
at Dahej, Gujarat. The preliminary product configuration for the Dahej Complex is under preparation integrating the products
suggested by Growth Strategy Consultant and those identified in-house.

. Additional facility for production of APS fertilizer in C-Train at Sikka Unit, Jamnagar:

Your Company has taken up modification of C-train of Sikka unit to produce APS or DAP on swing basis. The present facility
is designed only for DAP production. M/s INCRO, Spain is the technology supplier, while all other activities like engineering,
procurement and construction are being carried out in-house.

19. Information regarding conservation of energy, technology absorption, foreign exchange earnings
and outgo and particulars of employees etc.

Information as required under Section 134 (3) (m) of Act read with the Companies (Accounts) Rules, 2014 is enclosed in
Annexure C of this report.

The details under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 have been disclosed in the Corporate Governance Report forming part of the Annual Report.

20. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (“CSR”) Committee in accordance with Section 135 of the
Act. The Company has undertaken CSR projects in the areas of education, livelihood, health, water and sanitation.

Annual Report on CSR activities undertaken during the financial year ended 31/03/2026 in accordance with Section 135 of the
Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014 is enclosed as
Annexure A to this report.

The CSR Policy of the Company is available on the Company's website athttps//www.gsfclimited.com/Content/writereaddata/
Portal/Document/7 1 1 CSR Policy 2021.pdf

21. Risk Management

The Company recognizes that risk is an integral and inevitable part of the business and it is fully committed to managing risk
proactively and efficiently.

The Board has constituted a Risk Management Committee (“RMC”). Your Company has implemented a mechanism for risk
management and formulated a Risk Management Policy. The details of such Committee and its terms of reference are set out
in the Corporate Governance Report forming part of the Annual Report.

The RMC review the Risk Report and Risk Management Framework of the Company which gives an overview on the
management of key risks, as identified by the Company, financial impact and measures taken to mitigate the same. Critical
matters, if any, are also placed before the Board for its review.

Based on the recommendation of RMC, the Board revised the Risk Management Policy at its meeting held on 12/08/2026 to
align it with the amendments to the SEBI Listing Regulations from time to time and to strengthen & diversify the Company’s
risk portfolio.

The revised Risk Management Policy of the Company is available athttps://www.gsfclimited.com/Content/writereaddata/
Portal/Document/19 1 1 1200Risk Mgmt Policy.pdf

There are no risks which, in the opinion of the Board, threaten the existence of the Company.

22. Directors, Key Managerial Personnel & Senior Management Personnel

The composition of the Board of Directors of the Company, as on 31/03/2026 and the date of this Report is as follows

Sr.

No.

Name of Directors

Category

1.

Shri Manoj Kumar Das, IAS, Chairman
(DIN: 06530792)

Non- Executive, Non-Independent Director

2.

Dr. Rajender Kumar, IAS Managing Director
(DIN: 07161855)

Executive, Non-Independent Director

3.

Smt. Gauri Kumar, IAS (Retd.) (DIN: 01585999)

Non-Executive, Independent Director

4.

Dr. Sudhir Kumar Jain (DIN: 03646016)

Non-Executive, Independent Director

5.

Dr. Thiruvenkadam Natarajan, IAS ( DIN:00396367)

Non-executive, Non-independent Director

6.

Dr. Rama Shanker Dubey (DIN: 11265952)

Non-Executive, Independent Director

7.

Dr. Sundaravalli Narayanaswami (DIN: 06973448 )

Non-Executive, Independent Director

8.

Shri Ashwini Kumar, IAS (DIN: 06581753)

Non-executive, Non-independent Director

Note:

In order to avoid duplication of information, we have given the changes in composition of Board of Directors during the financial
year ended on 31/03/2026 and the date of this report in the Corporate Governance Report. Shareholders are requested to
refer the same.

I. Declaration by Independent Directors

In terms of Section 149(7) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations, the Independent
Directors of the Company viz. Smt. Gauri Kumar, IAS (Retd.); Dr. Sudhir Kumar Jain; Dr. Rama Shanker Dubey and Dr.
Sundaravalli Narayanaswami have submitted their declarations confirming compliance with the criteria of independence
as stipulated thereunder.

All the Independent Directors of the Company have affirmed compliance with the Company’s Code of Conduct for
Directors and Senior Management Personnel for the financial year 2025-26. The Board has taken on record declarations
and confirmations submitted by the Independent Directors regarding fulfillment of the prescribed criteria of independence,
after assessing veracity of the same as required under Regulation 25 of the SEBI Listing Regulations.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules,
2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank
maintained by Indian Institute of Corporate Affairs. All Independent Directors of the Company are exempt from the
requirement to undertake online proficiency self-assessment test.

Certificate of Non-debarment

A certificate dated 19/05/2026 has been obtained from M/s. TNT and Associates, Practicing Company Secretaries,
Vadodara (CP No. 3123), confirming that none of the directors on the Board of the Company as on 31/03/2026 have been
debarred or disqualified from being appointed or continuing as Director of companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such other statutory authorities and the said certificate forms part
of this report.

Details of the Company’s policy on directors’ appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters as stipulated under Section 178(3) of
the Act, forms part of the Corporate Governance Report. The Nomination and Remuneration cum Board Diversity Policy
of the Company is available on the Company’s website at:
https://www.gsfclimited.com/Content/writereaddata/Portal/
Document/5 1 1 Nomination.pdf

Opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent
Directors

The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well experienced
in their respective domains and meet the criteria regarding integrity, expertise, experience and proficiency. Their
qualifications, specialized domain knowledge, strategic thinking & decision making and vast experience in varied fields
have immensely contributed in strengthening the Company’s processes to align the same with good industry practices.

II. Changes in Key Managerial Personnel

i. Shri Kamal Dayani, IAS (Retd.) (DIN: 05351774) resigned as Director and Managing Director of the Company w.e.f
31/07/2025. Thus ceased to be KMP of the Company.

ii. Shri Sanjeev Kumar, IAS was appointed as Managing Director of the Company with effect from 01/08/2025 and he
resigned as Director and Managing Director of the Company on 02/01/2026.

iii. Dr. Rajender Kumar, IAS (DIN: 07161855) was appointed as Managing Director and KMP of the Company with
effect from 03/01/2026.

As on the date of this report, following officials are the KMPs of the Company;

1. Dr. Rajender Kumar, IAS, Managing Director;

2. Shri S.K. Bajpai, Chief Financial Officer and Senior Vice President (Finance);

3. Smt. Nidhi Pillai, Company Secretary & Vice president (Legal & HRS) and Compliance Officer.

III. Changes in Senior Managerial Personnel

The details pertaining to changes in the Senior Management Personnel as on 31/03/2026 have been detailed in the
Corporate Governance Report which forms part of this Annual Report.

IV. Board Evaluation

The Independent Directors, at their meetings held on 17/05/2025 and 12/02/2026 conducted performance evaluation of
the Chairman and the Non-Independent Directors and the Board, as a whole. Further, the Board has, at its meetings held
on 20/05/2025 and 22/05/2026 carried out the annual performance evaluation of its own performance, its Committees
and the Directors, individually.

The manner of performance evaluation is explained in the Corporate Governance Report which forms part of
this Annual Report.

23. Meetings of the Board and Committees

The details of the number of meetings of the Board of Directors and its Committees held during the financial year 2025-26 are
tabulated below:

Sr.

No.

Particulars

Number of Meeting(s)

1.

Board of Directors

6

2.

Finance-cum Audit Committee

6

3.

Nomination and Remuneration Committee

5

4.

Stakeholders’ Relationship Committee

1

5.

Corporate Social Responsibility Committee

1

6.

Risk Management Committee

2

The composition of the Board and Committees along with details of attendance is elaborated in Corporate Governance Report
which forms part of this Annual Report.

24. Details of establishment of Vigil Mechanism for the Directors and Employees

Pursuant to the provisions of Section 177(9) of the Act read with Regulation 22(1) of the SEBI Listing Regulations, the
Company is required to establish an effective vigil mechanism for the directors and employees to report genuine concerns. The
Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud, mismanagement, misappropriations,
if any, and the same is placed on the Company’s website. The details of the policy as well as its web link are mentioned in the
Corporate Governance Report which forms part of this Annual Report.

25. Reporting of fraud by Auditors

During the year under review, the Statutory, Secretarial and Cost Auditors of the Company have not reported any instance of
fraud to the Finance-cum Audit Committee or to the Board, under Section 143(12) of the Act and rules made thereunder.

26. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal ) Act, 2013 and Code on Social Security,2020.

During the year under review, your Company has complied with provisions relating to the constitution of Internal Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as amended
from time to time.

The details pertaining to complaint(s) received and disposed of, for the year under review are as follows;

Number of Complaints received

Number of Complaints disposed off

Number of complaints pending for
more than 90 days

NIL

NIL

NIL

During the year under review, the Company has complied with all the provisions of the Code on Social Security,2020.

27. Secretarial Standards of ICSI

During the year under review, your Company has complied with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

28. Particulars of loans, guarantees or investments under Section 186 of the Act

Particulars of loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which
the loan or guarantee or security is proposed to be utilized by the recipient, are provided in the standalone financial statements.

29. Particulars of contracts or arrangements with related parties

All related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary
course of business. The Company has not entered into contracts / arrangements / transactions with related parties which
could be considered material in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 and the Company’s Policy on Materiality of Related Party Transactions and on Dealing with Related
Party Transactions (“RPT Policy”).

In terms of Sections 177 of the Act read with Regulation 23 of the SEBI Listing Regulations, all related party transactions
have been approved by the Finance-cum-Audit Committee and also the Board. Prior omnibus approval of the Finance-
cum-Audit Committee is obtained and a statement giving details of transactions is placed before the Finance-cum-Audit
Committee meeting, as mandated. The Company has developed a mechanism for identification and monitoring of related
party transactions.

Based on the recommendation of the Finance-cum-Audit Committee, the RPT Policy of the Company was revised by the
Board at its meeting held on 24/03/2026, to align the same with the amendments to the SEBI Listing Regulations and industry
standards on RPT notified by Industry Standards Forum. The updated RPT Policy is available at the Company’s website at:

https://www.gsfclimited.com/Content/writereaddata/SEBI/7.%20Policy on dealing%20with%20Related Party
Transactions.pdf

30. Managerial Remuneration

Details as required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are given in Corporate Governance Report which forms part of this Annual Report.

31. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, your Directors confirm that :

I. In the preparation of the annual accounts , the applicable accounting standards have been followed and no material
departures have been made from the same;

ii. The appropriate accounting policies have been selected and applied consistently and judgments and estimates have
been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at
31/03/2026 and of the profit and loss of the Company for the period from 01/04/2025 to 31/03/2026;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

iv. The Annual accounts have been prepared on a going concern basis;

v. Adequate internal financial controls have been laid down by the Company and are operating effectively; and

vi. Adequate systems to ensure compliance with the provisions of all applicable laws have been laid down by the Company
and are operating effectively.

32. Auditors

i. Statutory Auditors

The report issued by M/s CNK & Associates, LLP on the standalone and consolidated financial statement of the Company
for the year ended 31/03/2026, does not contain any qualification, observation, or remarks which have an adverse effect
on the functioning of the Company and therefore, does not call for any comments from the Directors.

The Board, at its Meeting held on 07/08/2025, has approved appointment of M/s CNK & Associates LLP, Chartered
Accountants (Firm Registration No. 101961W/W-100036) as the Statutory Auditor of the Company for a period of 3
consecutive years from the conclusion of 63rd Annual General Meeting till the conclusion of 66th Annual General Meeting
covering a period of 3 years from FY 2025-26 to FY 2027-28.

ii. Cost Auditors

In terms of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is
required to maintain cost accounting records and get them audited every year.

The Cost Audit Report for the F.Y. 2025-26 submitted by M/s N D Birla & Co. will be filed within stipulated time.

The Board, by way of circular resolution dated 26/08/2025, approved the appointment of M/s N D Birla & Co. (Firm
Registration No. 000028), Cost Accountants, Ahmedabad, as the Cost Auditors of your Company to conduct the audit
of cost records for the Financial Year 2025-26. Based on the recommendation of the Finance-cum-Audit Committee, the
Board of Directors, at its Meeting held on 12th August, 2026, approved the re-appointment of M/s. N. D. Birla & Co. (Firm
Registration No. 000028), Cost Accountants, Ahmedabad, as the Cost Auditors of the Company to conduct the audit
of the cost records of the Company for the Financial Year 2026-27. The remuneration proposed to be paid to the Cost
Auditor is placed for your ratification at the ensuing 64th Annual General Meeting.

iii. Internal Auditor

As per the recommendation of the Finance-Cum- Audit Committee, the Board of the Company at its Meeting held
on 20/05/2025 re-appointed M/s. K.C. Mehta & Co. LLP, Chartered Accountants, Vadodara (Firm Registration No.
106237W/ W100829) as Internal Auditors for conducting Internal Audit for its Baroda and Sikka unit for the FY 2025¬
26 & FY 2026-27.

Further, the Company has re-appointed M/s Bimal Thacker & Associates, Chartered Accountants, Vadodara, and M/s
K.N. Mehta & Co., Chartered Accountants, Vadodara, to conduct inventory audit at Sikka unit and Audits of Warehouses/
Regional / IP / liaison offices within and outside Gujarat.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures,
guidelines and statutory requirements. The Finance-cum-Audit Committee periodically reviews the reports of the Internal
Auditors and the corrective actions taken by the Management, based on the observations reported and recommendations
given by the Internal Auditors.

iv. Secretarial Auditors & Secretarial Audit Report

The Board at its meeting held on 07/08/2025 has approved the appointment of M/s Samdani Shah & Kabra, Practising
Company Secretaries, Vadodara (Registration no. P2008GJ016300 and Peer Review no. 7619/2026) as the Secretarial
Auditors of the Company for a term of 5 consecutive years from FY 2025-26 to FY 2029-30. The Secretarial Auditors
have confirmed that they are not disqualified to be appointed as such.

Further, the Secretarial Audit Report for the financial year 2025-2026 under Section 204 of the Act read with Rules made
thereunder and Regulation 24A of the SEBI Listing Regulations is set out in
Annexure-B to this Report.

33. Auditors’ Report

There are no comments/ observations, reservations or adverse remarks in the Auditors Report and Secretarial Audit Report
and hence there are no clarifications that are required to be given.

34. Annual Return

In accordance with Section 92 read with Section 134(3)(a) of the Act and the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company as of 31/03/2026 in form MGT-7 is available on the website of the Company
at:https://www.gsfclimited.com/Content/writereaddata/Portal/Document/184_1_1_draft_MGT-7_25-26.pdf

35. Change in the nature of business

The Company did not undergo any change in the nature of its business during the financial year 2025-26.

36. Credit Rating

During the year under review, the Company obtained credit ratings from CARE EDGE Ratings Limited and India Ratings &
Research for its long-term bank facilities, short-term bank facilities, and commercial papers. The details with respect to these
credit ratings forms part of the Corporate Governance Report, forming part of this Annual Report.

37. Other Disclosures

i. Proceedings pending under the Insolvency and Bankruptcy Code

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the FY 2025-26 and at the end of the financial year.

ii The details of difference between amount of the valuation done at the time of one time Settlement and the
valuation done while taking loan from the Banks or Financial Institutions

There is no such instance of one-time settlement or valuation was done while taking or discharging loan from the Banks/
Financial Institutions occurred during the year.

38. Acknowledgements

Your Directors take this opportunity to express its sincere appreciation for the invaluable support, guidance and cooperation
extended by the Government of Gujarat, the Government of India, Bank of Baroda, other banks, financial institutions, regulatory
authorities and various agencies. Their continued assistance has played a vital role in the Company’s progress during the
financial year under review.

The Directors also wish to convey their deep gratitude to the Company’s stakeholders for their trust, confidence and
encouragement they have consistently shown. Your unwavering support remains the cornerstone of the Company’s sustained
growth and future outlook.

Your Directors are happy to acknowledge that employees of the Company have been key drivers in implementing ideas,
policies, cultural and behavioral aspects of the organization and ultimately their outstanding performance have helped the
Company to realize its objectives. Your Directors are happy to place on record their sincere appreciation for highly potential,
consistent and ethical employees for their remarkable contribution to the Company. Industrial Relations have remained cordial
during the period under review.

For and on behalf of the Board
Sd/-

Place: Gandhinagar Manoj Kumar Das, IAS

Date: 31st August, 2026 Chairman

DIN:06530792