Your Directors have pleasure in presenting their Sixty Fifth Annual Report and Audited Accounts for the year ended March 31,2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS

Transfer to Reserves

During the year under review, the Company has not
transferred any amount to reserves. The Board of Directors
has decided to retain the entire profit of the financial year
2025-26 in the distributable retained earnings.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company
prepared in accordance with relevant Accounting
Standards issued by the Institute of Chartered Accountants
of India form part of this Annual Report. These statements
have been prepared on the basis of audited financial
statements received from the subsidiary companies as
approved by their respective Board of Directors.

Change in the nature of business of the Company or the
Subsidiaries

As mentioned in this report, the Company has exited
the Energetics business and disinvested wholly owned
material subsidiary, namely IDL Explosives Limited
effective November 15, 2025, which is engaged in the
business of Explosives.

No proceedings under IBC

There were no proceedings against your Company under
the Insolvency and Bankruptcy Code, 2016, hence Rule
8(5)/(xi) and (xii) are not applicable. There was no one
time settlement of financial dues etc.

Material changes and commitments

There were no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year of the
Company to which these financial statements relate and
the date of this Report.

2. DIVIDEND

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board
has approved and adopted a Dividend Distribution Policy.
The policy details various considerations, the Company's
dividend track record, usage of retained earnings for
corporate actions, etc. based on which the Board may
recommend or declare Dividend. The Dividend Distribution
Policy is available on the Company's website athttps://
goclcorp.com/Policy/DividendDistribution.pdf.The said
Policy lays down various factors which are considered by
the Board while recommending dividend for the year.

The Board has in its meeting held on May 29, 2026
recommended a Dividend of Rs. 30 per share (1500%) for
the financial year 2025-26. The dividend (final) on equity
shares, would involve a cash outflow of Rs. 14871 Lakhs.
This dividend, if approved by the Shareholders at the
ensuing Annual General Meeting, will be paid out of the
profits for the current year to all the Shareholders of the

Company whose names appear on the Register of Members
/ Beneficiary details received from the Depositories as at
the date of Book Closure / Record Date.

Your Company is in compliance with its Dividend
Distribution Policy as approved by the Board.

3. CREDIT RATING

Infomerics Valuation and Rating Private Limited has
assigned a long-term rating of IVR A / RWDI (IVR Single A
/ Rating Watch With Developing Implications) and short¬
term rating of IVR A1 / RWDI (IVR A One / Rating Watch
With Developing Implications) for the Company.

4. STATE OF AFFAIRS & OPERATIONAL RESULTS

State of Affairs:

While the Company is currently engaged in the business
of Electronics Manufacturing Service (EMS) and Realty, it
is transitioning to engage itself in the business of thermal
power generation, as detailed hereinafter.

Operational results - Standalone:

The total Income of the Company was Rs. 179456 lakhs
(previous year of Rs. 36609 lakhs). The profit before tax
was Rs. 174133 lakhs (previous year Rs. 21875 lakhs).
The profit after provision for current tax of Rs. 29835
lakhs and deferred tax of Rs. (287) lakhs was Rs. 144585
lakhs (previous year Rs. 16674 lakhs) resulting in an EPS
of Rs. 291.66 for the year (previous year Rs. 33.63).

Operational results - Consolidated:

On a consolidated basis, the total Income of the Company
was Rs. 217952 lakhs (previous year Rs. 103013 lakhs).
The profit before tax was Rs. 182703 lakhs (previous year
Rs. 21733 lakhs). The profit after provision for current
tax of Rs. 30795 lakhs and a deferred tax credit of Rs.
(287) lakhs was Rs. 152195 lakhs (previous year Rs.
15702 lakhs) resulting in an EPS of Rs. 307.01 for the
year (previous year Rs. 31.68).

The wholly owned subsidiary, IDL Explosives Limited
(IDLEL) achieved a total Income of Rs. 24327 lakhs
up to November 15, 2025 (Previous full financial year
Rs. 55183 lakhs).

5. DIVISIONAL PERFORMANCE AND OUTLOOK

5.1 Electronics

The Electronics Manufacturing Service (EMS) business
achieved an income of Rs. 326 lakhs. Our EMS segment
works in the areas of commercial, automotive, IOT,
industrial and defence. The EMS operations have been
recently relocated to Gummadidala, near Hyderabad.

5.2 Realty
Bengaluru

‘Ecopolis', the Company's mixed-use commercial project
in an area of 38.15 acres, is a joint development project

with Hinduja Realty Ventures Limited. The project is
located in the growth corridor of North Bengaluru, under
development in phases. The Company is in the process of
early monetization of the aforesaid ‘ecopolis' project by
sale of the entire project.

Hyderabad

The Company has so far completed sale of about 157.21
acres of land and the sale consideration amounts have
been temporarily deployed in inter-corporate loans.

5.3 Outlook and Plans

Acquisition of Hinduja National Power Corporation
Limited-Scheme of Merger:

During the year under review, the Company has initiated a
Scheme of Merger of Hinduja National Power Corporation
Limited (HNPCL) with the Company, strengthening its
presence in the thermal power business. HNPCL owns and
operates a 1,040 MW (2x520 MW) coal-based thermal
power plant near Visakhapatnam, Andhra Pradesh,
commissioned around 2016. As a fully commissioned and
operational asset, the project has no greenfield execution
risk, with both generating units in operation. The plant
is supported by long-term Power Purchase Agreements
(PPAs) and coal supply agreements, mitigating key
operational risks. During FY 2025-26, HNPCL reported
income from operations of ?293098 lakhs, net profit of
?26054 lakhs (including ?18157 lakhs of regulatory and
exceptional income), and a net worth of ?804034 lakhs.

The plant is strategically located near Visakhapatnam,
Andhra Pradesh, a high industrial and manufacturing-
driven economy with growing power demand. Its coastal
location provides potential for fuel flexibility through
imported coal, while the availability of grid evacuation
infrastructure, port access, water infrastructure, and a
rail corridor under construction strengthens its long-term
operational capability. The project also has identified
receivables and is well positioned to benefit from the
recovery in power demand across the Southern Region.

HNPCL offers significant long-term growth potential
through a planned 600 MW brownfield expansion.
The availability of land, water infrastructure, and rail
connectivity provides a strong foundation for future
capacity addition. The existing large project site
and coastal location also offer long-term options for
FGD retrofits and ammonia/hydrogen pilot co-firing,
supporting future operational requirements.

Backed by the Hinduja Group, HNPCL benefits from
strong promoter support, demonstrated project financing
capability, and long-term operational viability. With a
residual life of over 20 years, reasonable cost per MW,
established infrastructure, and good payback visibility
under stable operations, the project offers a scalable
platform for future growth.

Monetization of Properties:

As part of its ongoing value unlocking initiatives, the
Company is in the process of monetizing its land at
Kukatpally, Hyderabad and ‘ecopolis' project at Bengaluru.

GOCL-Electronics Manufacturing Services (GOCL-EMS):

Over the next few years, GOCL-EMS aims to strengthen
its position as a Original Design Manufacturing (ODM)
solutions provider by moving up the value chain from
manufacturing to product design and engineering
services. The strategy focuses on building strong Design
for Manufacturability (DFM) capabilities, expanding
engineering support, and partnering with OEMs from
concept to production.

Key priorities include increasing local value addition,
developing indigenous product designs, expanding
into high-growth sectors such as industrial electronics,
defence, IOT, Automotive and e-Mobility and leveraging
India's growing electronics ecosystem. Through long¬
term strategic partnerships with customers, the company
aims to become a trusted innovation and manufacturing
partner, driving sustainable growth and increasing its
share of ODM-led business.

6. PROMOTER OF THE COMPANY

Hinduja Capital Limited (HCL) Mauritius, earlier known
as Hinduja Power Limited, Mauritius continued to
reinforce their confidence in the long-term prospects
of your Company with their shareholding in the
Company at 67.82%.

7. PUBLIC DEPOSITS

The Company has not accepted any public deposits during
the year. There were no outstanding public deposits at the
beginning of the year under review. Accordingly, there are
no unpaid, unclaimed or outstanding public deposits or
outstanding interest as at March 31,2026.

8. SUBSIDIARIES

The Company has at present one subsidiary which is a
material subsidiary, namely HGHL Holdings Limited which
is based in the United Kingdom.

The disinvestment of a wholly owned material subsidiary,
namely, IDL Explosives Limited, became effective on
November 15, 2025.

The annual performance of the subsidiaries is as under:

IDL Explosives Limited reported a loss of Rs. 2801 Lakhs
(up to November 15, 2025) (previous full year loss of Rs.
1843 Lakhs). The loss was due to low price realization
of the finished products, increase in raw material costs
coupled with loss of business from major PSU customers.

HGHL Holdings Limited, UK reported a profit of Rs. 2101
Lakhs (previous year Profit of Rs. 748 Lakhs). The OWO

project, in which HGHL has a minority stake, is receiving
good response and holds potential for shareholders' value.

HGHL had in earlier years availed of Stand-By Letters
of Credit (SBLC) based loan of USD 200 million and
funded OWO project, a hospitality and residential project
in London, UK. This SBLC facility availed by HGHL is
collaterally secured by the factory land parcel of the
Company at Hyderabad. This SBLC based loan has been
fully repaid during the year.

In accordance with section 136 of the Companies
Act, 2013, the audited Financial Statements including
Consolidated Financial Statements and related
information of the Company and audited accounts of the
subsidiary company are available on our website www.
goclcorp.com. These documents will also be available
for inspection till the date of AGM during working hours
at our Registered Office / Corporate Office. A statement
containing salient features of the financial statement of
the above subsidiaries are disclosed in Form-AOC-1 as
‘Annexure-A' to this Report.

9. HUMAN RESOURCES / INDUSTRIAL RELATIONS

During FY 2025-26, the Human Resources & Industrial
Relations function continued to focus on strengthening
employee capability, leadership development, compliance
management, and employee engagement across
the organization. Over 25 training and development
programmes were organized during the year with more
than 90% employee participation, covering technical
competency enhancement, quality systems, operational
excellence, workplace safety, behavioral development,
digital awareness and statutory compliance. The
Company maintained strong compliance standards
and continued to ensure adherence to all statutory and
organizational requirements.

The Company also focused beyond professional
development by fostering a positive and inclusive work
culture through various employee engagement initiatives
and celebrations of national and cultural festivals, Women's
Day celebrations, team get-togethers, employee birthday
celebrations, farewell events recognizing employees with
long-standing association with the Company, employee
recognition programs for outstanding contributions
and success celebration events. These initiatives helped
strengthen employee morale, collaboration, and a strong
sense of belonging across teams.

Special emphasis was placed on leadership capability
building and talent development initiatives, particularly
for the EMS Division, to support future business growth
and meet emerging operational challenges and ambitious
targets. GOCL remains committed to building a future-
ready workforce through continuous learning, employee
engagement and leadership development initiatives.

Employment Practices & Disclosures:

Your Company is committed to maintaining fair
employment practices and fostering a workplace culture

that promotes dignity, respect, diversity, inclusion and
equal opportunity for all employees. The Company
ensures equitable treatment in all aspects of employment
and continues to provide a safe, inclusive and professional
work environment.

The Company has adopted policies in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and has constituted an Internal Complaints
Committee (ICC) to address and redress complaints
relating to workplace harassment. All employees are
covered under this policy. During the year under review,
no complaints relating to sexual harassment were
received. Regular awareness programmes and internal
communication initiatives are conducted to reinforce
employee awareness on workplace ethics, organizational
policies, and compliance standards.

The Company is also committed to providing equal
opportunity in employment without discrimination based
on gender, age, disability, or background, and continues to
promote merit-based growth and an inclusive workplace
culture across the organization. Further, the Company
remains compliant with all applicable labour laws and
statutory requirements, including the provisions of the
Maternity Benefit Act, 1961.

Safe Operations & Safety Awareness

Safety, one of the core values of the organization, forms
the foundation of a strong safety culture. At GOCL,
safety remains the highest priority, and the Company
has implemented rigorous safety processes across all
its operations.

During the decontamination and dismantling of the plant
at Hyderabad, Standard Operating Procedures (SOPs) and
Job Safety Analyses (JSAs) were developed and strictly
adhered to. The Company continues to strengthen its
safety standards and safety culture through regular
awareness programs, toolbox talks, and internal safety
training sessions for employees. Safety performance
is closely monitored with regular discussions on
safety-related issues.

Safety and Security reviews are conducted to ensure
continuous oversight and improvement. Recognizing
that the safety of people and operations is of paramount
importance, the Safety Review Committee of the Board
periodically reviews the Company's safety procedures
and practices to enhance their effectiveness and further
strengthen the organization's safety culture.

10. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statements in terms of
Section 134 of the Companies Act, 2013:

(a) that in the preparation of the annual accounts/
financial statements 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;

(b) that the accounting policies as mentioned in the
financial statements were selected and applied
consistently and reasonable and prudent judgments
and estimates were made so as to give a true and fair
view of the state of affairs of the company at the end
of the financial year and of the profit and loss of the
company for that period;

(c) that proper and sufficient care had 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;

(d) that the annual accounts were prepared on a
going concern basis;

(e) that proper internal financial controls were in place
and that such internal financial controls are adequate
and were operating effectively; and

(f) that proper systems to ensure compliance with
the provisions of all applicable laws were in
place and that such systems were adequate and
operating effectively.

11. RELATED PARTY TRANSACTIONS:

Details of the transactions with related parties are provided
in Note no. 38 of the accompanying Financial Statements.

Disclosures in Form AOC-2 pursuant to Section 134 (3)
(h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 are furnished as per
Annexure-A1 to this report.

During the year under review, the Company has identified
HNPCL as a related party and initiated a Scheme of Merger
of HNPCL with itself. The merger is based on independent
valuation and on arm's length basis.

All related party transactions or arrangements, mostly with
the wholly owned subsidiaries, are on arm's length and are
in the ordinary course of business. The Audit Committee
reviews all the related party transactions on periodic basis.
The policy on Related Party Transactions as approved by
the Board is displayed on the Company's website.

Related Party Transactions under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015:

During the year under review, there were no materially
significant related party transactions made by the
Company with Promoters, Directors and Key Managerial
Personnel which may have a potential conflict with the
interest of the Company at large. None of the Directors
has any pecuniary relationships or transactions vis-a¬
vis the Company.

The Company has identified certain transactions of
security and guarantees in favour of Hinduja Energy (India)
Limited ("HEIL") and Hinduja National Power Corporation
Limited ("HNPCL") as Related Party Transactions ("RPTs").
At the time of initiation of the aforesaid transactions,
based on assessment of the relationship, HNPCL and HEIL
were not identified by the Company as related parties.
Subsequently, pursuant to the deliberations in connection
with formulation of scheme of merger of HNPCL with GOCL
and related accounting treatment, HEIL and HNPCL were
identified as related parties of the Company. Accordingly,
the following transactions were considered as material
related party transactions:

(a) Provision of security and guarantee by the Company
in connection with a loan facility of Rs.220 crore
availed by HEIL during FY 2025-26, which has since
been fully repaid; and

(b) Provision of security and guarantee by the Company
in connection with loan facilities availed by HNPCL
aggregating to Rs.1096.10 crore during FY 2020¬
21, subsequently refinanced through a loan facility
of Rs.450 crore during FY 2024-25, with an
outstanding amount of Rs.379.15 crore as on the
date of approval of this Report and proposed to be
continued for the remaining tenure of the loan.

The Audit Committee, comprising solely of Independent
Directors, reviewed and approved the aforesaid
transactions. The Board, after considering the
recommendations of the Audit Committee, ratified the
aforesaid transactions and approved obtaining post-
facto approval of the Members under the applicable
provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Companies Act
2013. The Shareholders of the Company have accorded
their post-facto approval for the aforesaid transactions by
way of a postal ballot on July 07, 2026.

Related party transactions entered, including those
approved in earlier years and continued during the year,
were on an arm's length basis and were in the ordinary
course of business.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

In compliance with Section 135 of the Companies Act,
2013 and other applicable provisions, the Company
has constituted Corporate Social Responsibility
Committee. The Committee presently consists of Mr. Amar
Chintopanth, Independent Director and Chairman of the
Committee, Mr. Aditya Sapru, Independent Director and
Mr. M. Vasudev Rao, Non-Executive and Non- Independent
Director as the other Members of the Committee. The
CSR Policy of the Company is displayed on the website
of the Company.

The Company has spent about Rs. 33.00 lakhs during the
financial year 2025-26 towards the CSR purposes and
transferred Rs. 67.12 Lakhs pertaining to ongoing project
to CSR Unspent Account.

The Annual Report on CSR activities is annexed herewith as
‘Annexure- B'. The Whole-Time Director & Chief Financial
Officer of the Company has furnished the certificate under
Rule 4 of the Companies (CSR) Rules, 2014.

13. AUDITORS

Statutory / Financial Audit

Haribhakti & Co. LLP, Chartered Accountants, (Firm
Registration No. 103523W / W100048) was appointed
as Statutory Auditors of the Company at the 61st Annual
General Meeting of the Company held in 2022 for a period
of five years from conclusion of the 61st Annual General
Meeting until the conclusion of 66th Annual General
Meeting of the Company.

Cost Records and Cost Audit

The Company has exited the Energetics business and has
ceased to be a manufacturer of detonators, detonating
fuse, explosives, etc. The Company is now engaged in
Electronics Manufacturing Services (EMS), the turnover
of which is currently below the threshold prescribed
under Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014.
Accordingly, the appointment of Cost Auditors is not
required for the financial year 2025-26.

Secretarial Audit

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 has appointed M/s Ravi & Subramanyam, Company
Secretaries, Hyderabad to undertake the Secretarial
Audit of the Company for the financial year 2025-26. The
Secretarial Auditors' Report for the FY 2025-26 does not
contain any qualification, reservation or adverse remark
other than the one relating to the security and guarantee
transactions with HNPCL and HEIL - “The transaction
with Hinduja Energy (India) Limited (HEIL) and Hinduja
National Power Corporation Limited (HNPCL) which are
related parties of the Company and being material related
party transactions the Company shall take remedial
actions including but not limited to obtaining necessary
approval from the shareholders”. The Secretarial Audit
Report is annexed herewith as ‘Annexure C1'.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report issued by M/s
Ravi & Subramanyam, Company Secretaries, Hyderabad
contained the same remarks pertaining to the related
party transactions as mentioned in the Secretarial Audit
Report FY 2025-26 and the same has been submitted to
the Stock Exchanges within the specified time and same is
annexed here with as ‘Annexure C2'.

Compliance with Secretarial Standards

The Company complies with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and adopted under the Act.

Internal Auditor

In terms of Section 138 of the Companies Act 2013, the
Board of Directors of the Company has appointed Ernst &
Young LLP as Internal Auditors to conduct Internal Audit
of the Company for FY 2025-26.

Remarks in the Audit Reports

The Statutory Auditors have included an Emphasis of
Matter in their Report, being an Unmodified Opinion, in
respect of certain transactions involving the provision
of security and guarantees in favour of Hinduja Energy
(India) Limited (HEIL) and Hinduja National Power
Corporation Limited (HNPCL), which were subsequently
considered as Material Related Party Transactions. At the
time of initiation of these transactions, HEIL and HNPCL
were not identified as related parties of the Company
based on the assessment of the relationship. Pursuant
to the subsequent deliberations, HEIL and HNPCL are
identified as related parties of the Company; and the
transactions with these parties are considered as related
party transactions.

Remarks in the Secretarial Audit Report and the Annual
Secretarial Compliance Report are mentioned hereinabove.

The transactions, in respect of which the Auditors have
remarked as aforesaid, were placed before and approved
/ ratified by the Audit Committee comprising solely of
Independent Directors and thereafter approved / ratified
by the Board. The Shareholders of the Company have
accorded their post-facto approval for the aforesaid
transactions by way of a postal ballot on July 07,
2026 and remedial actions will also be taken including
representation before relevant regulatory authorities, as
the case may be.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors,
Internal Auditors and the Secretarial Auditor have not
reported any instances of frauds committed in the
Company by its Directors or Officers or Employees to the
Audit Committee under Section 143(12) of the Companies
Act, 2013, details of which needs to be mentioned
in this Report.

14. INTERNAL FINANCIAL CONTROLS

In order to ensure orderly and efficient conduct of the
business, safeguard the assets, ensure the accuracy
and completeness of the accounting records and timely
preparation of reliable financial information and financial
statements, the Company has put in place adequate
Internal Financial Controls in the form of various policies
and procedures. Adequacy and effectiveness of the
Internal Financial Controls of the Company are validated
on annual basis by an external firm who provide assurance
to the Board. However, a deficiency was noted in internal
financial controls with reference to identification of related
parties for which necessary steps are being taken to
improve the process.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirements of the Companies Act, 2013
and Regulation 22 of Listing Regulations, the Company
has a vigil mechanism to deal with instance of fraud
and mismanagement, if any. The details of the vigil
mechanism are displayed on the website of the Company.
The Audit Committee reviews the functioning of the vigil /
whistle blower mechanism from time to time. There were
no allegations / disclosures / concerns received during
the year under review in terms of the vigil mechanism
established by the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of other loans, guarantees, securities and
investments made by the Company, are in the notes to the
financial statements forming part of the Annual Report.

There were no loans or advances in the nature of loans to
firms/companies in which directors are interested, either
by the Company or its subsidiaries.

17. TRANSFER OF UNCLAIMED DIVIDENDS AND
SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND

During the year under review, your Company transferred
unclaimed dividend amount of Rs. 550664 (pertaining
to dividend for FY 2017-18) to the Investor Education
and Protection Fund in compliance with the applicable
provisions of the Companies Act, 2013. Your Company
also transferred during the year 16634 shares to
the IEPF Authority, in respect of which dividend had
remained unclaimed for a consecutive period of 7 years.
The Company Secretary is the Nodal Officer under
the IEPF Rules.

The concerned Shareholders, whose dividend is unclaimed,
are requested to claim their dividends by contacting the
Company/ its Registrar & Transfer Agent (RTA).

18. DIRECTORS and KMPs

During the year there were some changes in
composition of the Board of Directors of the Company
mentioned hereinbelow -

Mr. M. Vasudev Rao (DIN: 00042884) was appointed as a
Non-Executive & Non-Independent Director.

Mr. Sudhanshu Tripathi (DIN- 06431686) retired by rotation
at the 64th Annual General Meeting of the Company.

There were no pecuniary relationships or transactions
with / among any Directors other than payment of sitting
fees and Directors' Commission. There were no stock
options issued to any Directors.

Declaration - Independent Directors

The Independent Directors have furnished declarations of
independence under Section 149 of the Companies Act,
2013 and Regulation 25 of SEBI (LODR) Regulations, 2015
(Regulations). They have also confirmed that they are not
aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external influence.

Further, the Board after taking these declarations/
disclosures on record and acknowledging the same,
opined that the Independent Directors fulfil the conditions
specified in the Regulations, are persons of integrity,
possess the relevant expertise and experience to qualify
as Independent Directors of the Company and are
independent of the Management.

All the Directors of the Company including the Independent
Directors have affirmed Codes of Conduct as applicable.
None of the Directors are disqualified to act as Directors.
The Company has obtained a certificate to this effect
from a Practising Company Secretary and is furnished in
the Annual Report.

Criteria for determining qualifications, positive
attributes and independence of a director

The Nomination and Remuneration Committee (NRC)
formulates the criteria for determining qualifications,
positive attributes and independence of directors
while making its recommendation to the Board. The
core skills / competencies / expertise on the following
lines are considered for the purpose - Management
& Leadership Experience; Functional & Managerial
Experience; Manufacturing & Marketing; Public Sector
practices; Financial Management; Chemicals and Energy
Industry experience.

The NRC has in an earlier year recommended to the Board
a policy, relating to the remuneration for the directors,
key managerial personnel and other employees of the
Company and the same is available on the following
weblink:https://goclcorp.com/policy/Remuneration.pdf.

Number of Board Meetings and attendance

The number and details of the meetings of the Board
and other Committees are furnished in the Corporate
Governance Report.

There was no instance of recommendation of a Board
Committee that has not been accepted by the Board.

Registration of Independent Directors in Independent
Directors Databank

All the Independent Directors of the Company have
been registered and are members of Independent
Directors Databank maintained by Indian Institute of
Corporate Affairs.

Disclosure of Expertise / Skills / Competencies of the
Board of Directors

The list of core skills / expertise / competencies identified
by the Board of Directors of the Company as required
in the context of its business (es) and sector(s) for it to

function effectively and those actually available with the
Board, form part of the Corporate Governance Report.

Directors' Appointment and Remuneration Policy

The Nomination and Remuneration Committee is
responsible for developing competency requirements
for the Board based on the industry and strategy of the
Company and formulates the criteria for determining
qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178 (3) of
the Act and the Listing Regulations. The Board has in an
earlier year, on the recommendations of the Nomination
and Remuneration Committee, framed a policy for
remuneration of the Directors and Key Managerial
Personnel. The objective of the Company's remuneration
policy is to attract, motivate and retain qualified and expert
individuals that the company needs in order to achieve its
strategic and operational objectives, whilst acknowledging
the societal context around remuneration and recognizing
the interests of Company's stakeholders. There is no
change in the policy during the year under review.

The Non-Executive Directors (NED) are remunerated by
way of Sitting Fee for each meeting attended by them
and an annual commission on the profits of the Company.
Commission to respective non-executive directors is
determined on the basis of an objective criteria discussed
and agreed upon by the Committee Members unanimously.
NEDs are reimbursed any out of pocket expenses incurred
by them in connection with the attendance of the
Company's Meetings.

Directors and Officers Liability Insurance (‘D&O')

As per the requirements of Regulation 25(10) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has taken Directors and
Officers Liability Insurance (‘D and O insurance') for all its
Directors and members of the Senior Management.

Annual performance evaluation of the Board, Committee
and the Directors

Annual performance evaluation of the Board, Committee
and the Directors is undertaken through a third party
by eliciting the views of all the concerned by way to
questionnaires.

The report of the evaluation is presented to the Board
and the individual Directors. Improvement areas, if any,
identified are acted upon expeditiously.

Particulars of Employees and Remuneration

The information required under Section 197 (12) of the
Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
annexed as ‘Annexure D'. The information required under
Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
provided in the Annexure forming part of the Report. None
of the employees listed in the said Annexure is related to
any Director of the Company.

19. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is annexed herewith as ‘Annexure E'.

20. INFORMATION ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE
Limited and the National Stock Exchange of India Limited
and the Listing Fees have been paid to them are up to date.

21. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability report
(BRSR) for the year ended March 31, 2026 forms part
of this Annual Report as required under Regulation
34(2) (f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as ‘Annexure-F'.

22. CORPORATE GOVERNANCE

A separate report on Corporate Governance along with
the Auditors' Certificate on its compliance with the
corporate governance requirements under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”) is attached as ‘Annexure G'
to this Report.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

During the year under review, there were no significant or
material order(s) passed by the Regulators / Courts which
would impact the going concern status of the Company
and its future operations.

24. ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) of the
Companies Act, 2013, the Annual Return in Form
MGT-7 is available at the weblink:https://goclcorp.
com/investorsroom/annualreturns/AC4109203
MGT-7 2025-26.pdf.

25. DISCLOSURE UNDER FOREIGN EXCHANGE
MANAGEMENT ACT, 1999

The Company adheres to the Foreign Exchange
Management Act, 1999 and the Regulations thereunder
with respect to downstream investments made by it.

26. RISK MANAGEMENT PROCESS / POLICY

Details of development and implementation of risk
management policy / framework of the Company
including identification of elements of risks form part

of the Management Discussion and Analysis. The Risk
Management Committee of the Board reviews and
overseas the risk management process of the Company.
This process consists of identification of risks, prioritizing
the risks on the basis of likelihood of an adverse event
and potential impact, development of mitigation plans and
tracking of the risk mitigation parameters from time to time.

27. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

A detailed review of operations, performance and future
outlook of your Company and its businesses is given in the
Management Discussion and Analysis, which forms part of
this Report as stipulated under Regulation 34(2)(e) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

28. OTHER DISCLOSURES

Share Capital

During the year under review, there has been no change in
the Authorized and Paid up Share Capital of the Company.

Prevention of Insider Trading

Your Company has adopted a Code of Conduct for
Prevention of Insider Trading, in accordance with the
SEBI (Prohibition of Insider Trading) Regulations 2015
applicable for all the Designated Persons and their
Immediate Relatives. This Code is available on the
Company's website at www.goclcorp.com.

Designated Person - Beneficial Interest in Shares of the
Company

Pursuant to Rule 9 of the Companies (Management and
Administration) Rules, 2014, the Company Secretary is the
designated person responsible for furnishing information
and extending cooperation to the Registrar in respect of
beneficial interest in the Company's shares.

ACKNOWLEDGEMENTS

Your Directors would like to express and place on record their
appreciation for the continued co-operation and support
received from the Shareholders, Banks, Government of
India, various State Government, regulatory authorities and
agencies, customers, vendors during the year under review.
Your Directors also place on record their deep appreciation to
the employees for their continued dedication, commitment,
hard work and significant contributions to the Company in very
competitive market conditions. The Directors also thank the
Company's investors, business associates, for their continued
co-operation and support.

for and on behalf of the Board of Directors
Debabrata Sarkar

Place: Mumbai Chairman

Date: August 13, 2026 DIN: 02502618