GHCL Ltd

To the Members of GHCL Limited,

We are pleased to present GHCL's 7th Integrated Report, prepared in line with the framework established by the International Integrated Reporting Council (IIRC), along with the 42nd Annual Financial Statements detailing the business performance and operations of our company. This report also includes a summary of our standalone and consolidated financial statements for the financial year ending March 31, 2025.

At GHCL, we are committed to setting new benchmarks in corporate transparency and accountability. This comprehensive report is a testament to our dedication to providing a holistic view of our performance, strategy, and impact. It reflects our focus on long-term value creation, integrating financial and non-financial aspects while adhering to global best practices in reporting.

Through this report, we aim to offer deeper insights into our achievements, challenges, and strategic initiatives undertaken in the past year. It provides a comprehensive analysis of our financial performance, highlighting growth, profitability, and financial strength. We showcase our commitment to operational excellence by detailing major milestones, efficiency improvements, and key business developments. Our robust corporate governance framework reflects our dedication to ethical leadership, compliance, and stakeholder trust. Additionally, we emphasize our proactive risk management approach, ensuring resilience by identifying and mitigating potential business risks. Furthermore, our sustainability and ESG commitments demonstrate our continuous efforts to create a positive environmental and social impact, reinforcing responsible business practices that drive long-term value for all stakeholders

Additionally, we present the standalone and consolidated financial statements for the year, providing a transparent and precise assessment of our financial position, operational results, cash flows, and changes in equity. These statements have been prepared in strict accordance with applicable accounting standards, ensuring accuracy and reliability.

The financial highlights of the Company for FY 2024-25 are given below:

(H in Crores)

The Management Discussion and Analysis (MDA) Report and the Integrated Annual Report provide an in-depth review of our financial performance, operational progress, and key business developments. Our standalone and consolidated financial statements have been meticulously prepared in accordance with Indian Accounting Standards (Ind AS), ensuring compliance, transparency, and reliability in financial reporting.

We encourage all stakeholders to thoroughly review the MDA and Integrated Annual Report for a comprehensive understanding of GHCL's business performance, strategic direction, and long-term value creation efforts.

1. Dividend Distribution Policy & Tax Compliance: In line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, GHCL's Board of Directors adopted the Dividend Distribution Policy (DDP) on May 19, 2016, which was later revised on November 7, 2023. This policy ensures transparency and consistency in determining dividend payouts and reflects the Board's commitment to maintaining a dividend payout ratio of 15% to 20% of profits after tax (PAT) on a standalone basis.

Our Dividend Distribution Policy is available on our website at given link: https://ghcl.co.in/wp-content/ uploads/2024/05/Dividend-Distribution-Policy. pdf It serves as a guiding framework for the Board's dividend decisions, ensuring a structured and equitable approach to reward shareholders while maintaining financial prudence.

In compliance with Section 194 of the Income Tax Act, 1961, a 10% Tax Deducted at Source (TDS) is applied to dividend payments, except for individual resident shareholders receiving dividends up to H 10,000, where no TDS is deducted. Additionally, certain exempt entities, such as LIC, GIC, specified insurers, and Mutual Funds under Section 10(23D), are not subject to TDS. For non-resident shareholders, as per Section 195, TDS is deducted at 20% along with the applicable surcharge.

2. Dividend Announcement: We are proud to uphold our 31-year track record of consistent dividend payments. In line with our Dividend Distribution Policy, the Board has recommended a dividend of H 12.00 (rupees twelve) per equity share (120% of the paid-up equity share capital) for the financial year ending March 31, 2025. For reference, last year's dividend was H 12.00 per equity share.

The proposed dividend is subject to shareholder approval at the Annual General Meeting (AGM) on July 24, 2025 (Thursday). If approved, dividend payments will commence from July 24, 2025. The Record Date to determine eligible shareholders is July 17, 2025 (Thursday).

This dividend payout is in alignment with our commitment to shareholder value and our Dividend Distribution Policy.

3. Transfer to Reserves: The Board has decided not to transfer any profit from FY 2024-25 to the reserve account. Instead, the profits—after dividend payments—will be retained to strengthen financial stability, support growth initiatives, and enhance overall financial resilience.

4. Share Capital: As of March 31, 2025, the paid-up Equity Share Capital stands at H 95,75,47,860, comprising 9,57,54,786 equity shares of H 10 each. This marks an increase from March 31, 2024, when the capital was H 95,72,39,860, with 9,57,23,986 equity shares.

During the financial year, the Company allotted 30,800 equity shares to employees upon the exercise of stock options under the GHCL ESOS 2015, resulting in the current share capital level.

5. Employee Stock Options Scheme (ESOP): Our

Employee Stock Options Scheme (ESOP scheme), designed for permanent employees, was approved by shareholders on July 23, 2015, with in-principle approval from Stock Exchanges to issue 50 lakh equity shares upon the exercise of vested options. The scheme remains unchanged and fully compliant with all the applicable provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations").

Our Secretarial Auditor, Dr. S. Chandrasekaran from Chandrasekaran Associates, has certified that the ESOP scheme aligns with SBEB Regulations and the resolutions passed by shareholders. This certification is available for electronic inspection.

For the financial year 2024-25, no new stock options were granted. Further details on the ESOP are provided in the financial statement notes and included as Annexure I to this report.

6. Finance

6.1 Resource Mobilization

During the year, your Company executed amendatory documents for working capital facilities with enhancement of H 150 crs from H 600 crs (FB: H 400 crs & NFB: H 300 crs) to H 750 crs (FB: H 450 crs & NFB: H 300 crs). Institutions involved in working capital borrowing are State Bank of India, Bank of Baroda, IDBI Bank, HDFC Bank, ICICI Bank, Axis Bank & CTBC Bank. Additionally, we renewed unsecured working capital facility of H 75 crs with HSBC Bank. We have closed secured working capital facility with Union Bank of India (H 150 crs) and unsecured working capital facilities with HDFC Bank (H 50 crs) and Yes Bank (H 50 crs) during the year.

6.2 Interest Rate Management

Our Company maintains a strong loan repayment record. Despite the key rates remaining stagnant fairly throughout the previous year, overall interest rates have risen in the range of 0.25% to 0.50% in response to tighter liquidity conditions in the market. In spite of these challenges, our Company has effectively managed its borrowing costs, with a negligible increase of 0.13%. We have prepaid H 24 Cr. high-cost long-term borrowing of ICICI Bank out of our surplus funds to save interest costs.

As of March 31, 2025, long-term borrowing is H 97.15 Cr at 8.67% ROI, with no short-term borrowing. The interest accrued on this loan, H 0.85 Cr, will be paid next quarter.

6.3 Affirmation of External Credit Ratings

i. CARE (Credit Analysis & Research Ltd) has affirmed our Company's ratings: CARE AA- (Stable) for long-term facilities and CARE A1+ (Stable) for short-term facilities, reflecting efficient cash flow management and timely repayment.

ii. CRISIL has affirmed our credit rating of CRISIL AA- (Stable) for our H 150 Crore Non-convertible Debenture (NCD) issuance and simultaneously withdrawn NCD rating on our request.

6.4 Investors' Education and Protection Fund (IEPF)

Our Company transferred H 65.21 lacs to the IEPF during the financial year, towards unclaimed dividends. This transfer reflects our commitment to compliance, transparency, and investor protection. We encourage investors to claim their dividends and deposits to avoid transfers to the IEPF. We remain dedicated to upholding high standards of corporate governance and protecting investor rights.

7. Change in Nature of Business: During the financial year 2024-25, our core business remained unchanged, ensuring stability and consistency in our operations and services.

We are pleased to report that our greenfield Soda Ash project in Kutch, Gujarat, is making significant progress. With environmental clearance received, the project is advancing steadily. Additionally, the upcoming commissioning of the Vacuum Salt and Bromine projects will further strengthen our growth trajectory and expand our product portfolio.

Your directors remain committed to enhancing shareholder value through strategic initiatives and focused execution.

We also confirm that no material changes and commitments which affecting the Financial position of the Company have occurred between April 1, 2025, and the date of signing this report.

8. Management Discussion & Analysis

In accordance with Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, ("SEBI Listing Regulations") we invite you to review the Management Discussion & Analysis (MDA) Report included in our Annual Report.

The MDA Report offers a comprehensive overview of our operations, financial performance, and strategic direction. It covers market trends, key achievements, challenges, and future growth initiatives, providing valuable insights into our business performance and outlook.

We encourage all stakeholders to refer to the MDA Report for a detailed understanding of our company's progress, industry positioning, and long-term vision.

At GHCL, we are committed to sustainable development, striving for a future that balances economic growth, social inclusion, and environmental responsibility. Our approach goes beyond mere compliance—we have embraced governance-based reporting, aligning with the Integrated Reporting (IR) framework developed by the International Integrated Reporting Council (IIRC).

This Integrated Report, included in our Annual Report, provides a clear and comprehensive view of our business model and how we embed sustainability into our decision-making processes. It strengthens transparency, accountability, and stakeholder understanding of how we create value while aligning our business objectives with sustainable development goals (SDGs).

A detailed analysis of our business performance and the overall state of the Company's affairs can be found in the Management Discussion & Analysis (MDA) Report (Page no. 151 to 157) and the Integrated Report (Pages no. 4 to 70) of this Annual Report. These sections provide valuable insights into our operational progress, financial performance, and strategic direction.

During the financial year 2024-25, GHCL received prestigious awards and accolades, recognizing our commitment to excellence in sustainability, environmental stewardship, and a positive work culture. These achievements are a testament to the hard work and dedication of our employees and stakeholders.

For a detailed list of awards and recognitions, please refer to pages 43 and 44 of the Integrated Report

Currently, GHCL Limited does not have any operational subsidiaries. Our Indian subsidiary, Rosebys Interiors India Limited (RIIL), has been under liquidation since July 15, 2014.

Further, the financial statements of subsidiary companies to the Company available for inspection at the Registered Office of the Company during business hours from the date of dispatch of this report till the date of ensuing AGM and the copy thereof can be provided upon written request.

For more details on subsidiaries, joint ventures, or associate companies, please refer to Note 45 on Page no. 365 of the Annual Report and the statement under Section 129(3) on Page no. 368 These details are also available on our website: www.ghcl.co.in.

We are pleased to present the Consolidated Financial Statements for the year ended March 31, 2025, prepared in accordance with Indian Accounting Standards (Ind AS), as mandated by Regulations 33 and 34 of SEBI Listing Regulations.

These financial statements provide a comprehensive view of our financial performance and position, covering our operations, assets, liabilities, revenue, and expenses, along with those of our subsidiaries. By consolidating this information, we offer stakeholders a clear and complete picture of our overall financial health.

Through these statements, we reaffirm our commitment to transparency, accountability, and regulatory compliance, ensuring that our investors, shareholders, and regulatory authorities have a well- rounded understanding of GHCL's financial standing.

At GHCL, we are committed to upholding the highest standards of corporate governance, recognizing its critical role in promoting transparency, accountability, and credibility. We strictly adhere to SEBI's Corporate Governance norms and continuously adopt best practices across key areas, including board composition, independent directorship, board committees, risk management, internal controls, ethical conduct, and stakeholder engagement.

As part of our Annual Report, we provide a comprehensive Corporate Governance Report, in line with Regulation 34 of SEBI Listing Regulations. This report offers valuable insights into our governance structure, policies, and practices. Additionally, our auditors certify our compliance with Corporate Governance norms, reinforcing our commitment to regulatory excellence and ethical business conduct.

By maintaining strong governance standards, we strive to build trust, integrity, and long-term sustainability, ensuring that we continue to create value for our stakeholders and strengthen our relationships with them.

The Board of Directors follows a structured and strategic approach to conducting meetings, ensuring timely decision-making and effective governance. While meetings are typically scheduled in advance, the Board also convenes on shorter notice when urgent matters require immediate attention.

During the financial year ending March 31, 2025, the Board held six meetings, where directors reviewed and discussed the Company's strategic direction, operational progress, and financial performance. Details of these meetings, including dates and key agenda items, are available in the Corporate Governance Report.

The meetings were conducted in full compliance with the Companies Act, 2013, and SEBI Listing Regulations, ensuring that governance standards were upheld. This structured approach promotes transparency, accountability, and informed decisionmaking, reinforcing GHCL's commitment to sustainable growth and long-term success.

The Board of Directors is pleased to announce key appointments and confirmations.

• Mr. Ravi Shanker Jalan, Managing Director, is retiring by rotation and has offered himself for re-appointment. The Board recommends his re-appointment at the upcoming Annual General Meeting (AGM).

• Based on the recommendations of the Nomination and Remuneration Committee, shareholders have re-appointed Dr. Manoj Vaish, Justice Ravindra Singh (Retd.), and Mr. Arun Kumar Jain (Ex-IRS) as Independent Directors for a second term from April 1, 2024, to March 31, 2029.

• Based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors, Mr. Neelabh Dalmia (DIN: 00121760) be and is hereby re-appointed as a Whole Time Director designated as Executive Director (Growth & Diversification Projects) of the Company, for a period of 5 years with effect from February 1, 2025.

• Dr. Lavanya Rastogi, Independent Director, completed his tenure on March 31, 2024. Dr. Lavanya Rastogi ceased from directorship of the Company effective from April 1, 2024. The Board expresses gratitude for the contributions of outgoing director Dr. Lavanya Rastogi.

All Independent Directors have confirmed their independence and compliance with Section 149(6) of the Companies Act, 2013 and rules made thereunder, and relevant SEBI Listing Regulations. Additionally, no director is debarred from holding office by any SEBI order or any other regulatory authority.

The Board affirms that all Independent Directors possess the integrity, expertise, and experience required for their roles. They are enrolled in the Independent Directors' Databank with the Indian Institute of Corporate Affairs (IICA). Of the four Independent Directors, two are exempt from the online proficiency test, while the other two have successfully cleared the test within the stipulated time.

On August 1, 2024, the Board re-appointed Dr. Manoj Vaish, Independent Director and Chairman of the Audit & Compliance Committee, as the Lead Independent Director. His role is instrumental in strengthening governance, facilitating independent oversight, and enhancing board effectiveness.

The specific roles and responsibilities of the Lead Independent Director are detailed in the Corporate Governance Report within the Annual Report.

Details on the nomination and appointment process of Directors, including the core skills, expertise, and competencies of the Board, are provided in the Corporate Governance Report within the Annual Report. This section offers valuable insights into our governance framework, ensuring transparency, accountability, and a well-structured approach to director selection.

In accordance with Section 203, read with Section 2(51) of the Companies Act, 2013, the following executives continue to serve as Key Managerial Personnel (KMP) of GHCL:

• Mr. Ravi Shanker Jalan - Managing Director

• Mr. Raman Chopra - CFO & Executive Director (Finance)

• Mr. Bhuwneshwar Mishra - Vice President - Sustainability & Company Secretary

At GHCL, we have a structured orientation program designed to help new Independent Directors (IDs) seamlessly integrate into the Board. This program includes comprehensive sessions led by Executive Directors and the Company Secretary, covering key aspects such as company operations and business model, corporate structure and governance framework and roles, responsibilities, and regulatory obligations.

Additionally, upon request, site visits to our manufacturing plants and CSR initiative locations are arranged, providing firsthand exposure to our business operations and social impact.

To further enhance their knowledge and expertise, all Independent Directors have access to "Skillsoft", an online learning platform offering specialized courses on ESG, risk management, stakeholder engagement, CSR, and cybersecurity. They are actively encouraged to complete these courses to stay updated on evolving governance trends and industry best practices.

During the financial year 2024-25, GHCL organized a plant visit for all Board members, providing them with a firsthand understanding of our operations. As part of this visit, the Board interacted with the senior management team of the Soda Ash division and also toured CSR initiative sites, gaining valuable insights into our social impact efforts.

Additionally, the senior functional management team conducted comprehensive presentations, outlining their strategies, key challenges, and future growth plans, ensuring that the Board remains well-informed and aligned with the Company's long-term vision.

Policy awareness Program

In the financial year 2024-25, GHCL Limited focused on awareness of its nine Business Responsibility and Sustainability Reporting (BRSR) Policies and other statutory policies (i.e. (i) Policy for Determination of Materiality, (ii) Nomination & Remuneration Policy, (iii) Policy on Materiality of Related Party Transactions on Dealing with Related Party, and (iv) Code of Conduct for Board of Directors and Senior Management) among its directors and employees. A training program was introduced to ensure a thorough understanding of these policies, including the nine principles outlined in the BRSR Policy.

The program was integrated with the Success-Factors platform for easy access to materials and participation in an examination linked directly to the learning management system. Participants engaged with the policies through an awareness test series.

Clear qualification criteria were set, and upon successful completion, participants received a certificate signed by key executives. The program ran from September 17, 2024, to March 31, 2025, with approximately 27% of employees qualifying for the test. All the Board members passed the tests.

Promoting policy awareness is vital for organizational growth and regulatory compliance, underscoring GHCL Limited's commitment to transparency and accountability.

For further details, please refer to the Corporate Governance section of our Annual Report, highlighting our dedication to informing Independent Directors for effective contributions to Board decisions.

In line with the Companies Act, 2013, SEBI Guidance Note on Board Evaluation, and SEBI Listing Regulations, the Board conducted its annual evaluation during its meeting on May 6, 2024. Additionally, a separate meeting of Independent Directors was held on April 15, 2024, to evaluate the performance of Non-Independent Directors, the Board as a whole, and its committees.

To enhance efficiency and ensure secure data management, we conducted the evaluation process using an electronic application, reducing paper usage and streamlining responses. The evaluation framework was based on the SEBI Guidance Note on Board Evaluation, focusing on key parameters such as committee structure, effectiveness of meetings, strategic oversight, and governance practices.

The Board's evaluation covered critical areas such as roles and responsibilities, competencies, strategic direction, risk management, diversity, and industry relevance. A comprehensive questionnaire was circulated to assess Directors' knowledge, independence, involvement in decision-making, strategic engagement, and risk awareness. The evaluation also included an assessment of the Chairman's leadership, coordination, and facilitation skills.

The Nomination and Remuneration Committee (NRC) reviewed the performance of individual Directors based on their contributions to the Board and its committees. Additionally, the profit-based commission for Directors was determined, ensuring that remuneration aligns with individual and overall Board performance.

This structured evaluation process strengthens Board effectiveness, enhances individual contributions, and ensures fair and performance-driven remuneration, reinforcing our commitment to strong corporate governance.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC), has approved the Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP), and all other employees.

This policy is designed to:

• Attract, retain, and motivate highly qualified professionals.

• Ensure market-competitive compensation aligned with industry standards.

• Provide performance-based rewards that drive excellence.

• Ensure compliance with statutory and regulatory requirements.

It serves as a guiding framework for managing nominations and remunerations effectively, ensuring alignment with the Company's objectives and best industry practices.

The complete Nomination and Remuneration Policy is available on our website:

Nomination & Remuneration Policy.

In compliance with Section 197(12) of the Companies Act, 2013, and Rules 5(1) to (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report includes detailed disclosures on managerial remuneration and employee compensation, presented in Annexure II.

This annexure provides a comprehensive statement of employees receiving remuneration exceeding the prescribed limits, alongwith key details of the remuneration structure for Directors, Key Managerial Personnel (KMP), and senior management. These disclosures uphold our commitment to regulatory compliance, fairness, and transparency in remuneration reporting.

As per Section 204 of the Companies Act, 2013, every listed company is required to conduct a Secretarial Audit and attach a Secretarial Audit Report to its Board's Report, issued by a Company Secretary in practice, in the prescribed format.

At GHCL, we have adopted a proactive and ongoing secretarial audit practice throughout the financial year. Periodic Secretarial Audit Reports were regularly placed before the Audit & Compliance Committee and the Board, enabling early detection of compliance gaps and ensuring continuous improvement in governance and reporting standards.

The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed to the Board's Report as part of the Annual Report. The report is unqualified, self-explanatory, and does not require any further comments, reflecting GHCL's commitment to strong compliance and governance practices.

Also, as per Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from our Secretarial Auditor Dr. S. Chandrasekaran of Chandrasekaran Associates, Practicing Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2025.

GHCL remains fully committed to complying with the Secretarial Standards prescribed by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs (MCA), Government of India. These standards serve as essential guidelines for ensuring regulatory compliance, governance excellence, and best corporate practices.

GHCL's equity shares are listed on BSE Limited and National Stock Exchange of India Limited. We paid the annual listing fees for 2024-25 and 2025-26, ensuring continued listing and trading. Our commitment to regulatory compliance and good governance remains

steadfast as we maintain a strong relationship with the stock exchanges.

The Annual Return in Form MGT 7, as required by Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, and Rule 12(1) of Companies (Management and Administration) Rules, 2014, is available on our website at this link https://ghcl.co.in/wp-content/uploads/2025/06/ GHCL Annual-Return 2024-25.pdf

Additionally, other policies and documents of the Company are also accessible on the Company's website as per statutory requirements.

GHCL is deeply committed to inclusive growth and has been actively engaged in holistic community development since its inception. Through the GHCL Foundation Trust, we have expanded our CSR initiatives, reaching a broader spectrum of beneficiaries, supporting marginalized communities, and strengthening social infrastructure for long-term well-being.

Our CSR activities are guided by a comprehensive CSR Policy, ensuring a structured and impactful approach. The policy details can be accessed on our website www.ghcl.co.in. with the direct link available at : https:// ghcl.co.in/wp-content/uploads/2024/05/CSR-Policy.pdf

For the financial year 2024-25, GHCL spent H 20.57 Cr. towards CSR initiatives, exceeding the statutory minimum requirement of H 20.42 Cr. (2% of the average net profits of the last three financial years). Additionally, the Company spent H 1.29 Cr. towards unspent CSR obligations from the previous year, in full compliance with Section 135 of the Companies Act, 2013.

The CSR Committee, chaired by Mr. Anurag Dalmia, actively oversaw these initiatives and convened one meeting during the year. Our CSR efforts focus on key impact areas such as agriculture, healthcare, education, vocational training and women empowerment, all aligned with Schedule VII of the Companies Act, 2013.

A detailed report on CSR activities is annexed as Annexure III to this report.

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, and the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs, companies are required to prepare a Business Responsibility and Sustainability Report Core (BRSR Core). This requirement, introduced in the last financial year, replaced the Business Responsibility Report (BRR) and aligns with global reporting frameworks such as GRI, SASB, TCFD, and Integrated Reporting.

As of December 31, 2024, GHCL Limited ranked 705th position on NSE and 714th position on BSE by market capitalization, falling within the scope of this regulation. While external assurance is not mandatory, GHCL has voluntarily opted for limited assurance to enhance the credibility and reliability of its BRSR Core.

The BRSR Core has been independently assessed and assured by Sustainability Actions Pvt. Ltd. and is available on the Company's website as well as in the Annual Report. The limited assurance process reviewed GHCL's policies related to NGRBC, quantitative metrics, data collection mechanisms, and overall governance frameworks, ensuring accuracy and transparency in sustainability reporting.

The Audit and Compliance Committee has been constituted in compliance with Section 177 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 18 of the SEBI Listing Regulations. Details of its composition are provided in the Corporate Governance Report.

The committee plays a critical role in overseeing and monitoring the financial reporting process, ensuring adherence to the highest standards of transparency, integrity, and accuracy. Its primary objective is to provide independent and effective supervision, fostering robust financial governance and strengthening stakeholder confidence in the Company's financial and compliance practices.

The Stakeholders Relationship Committee (SRC) has been constituted in accordance with Section 178(5)

of the Companies Act, 2013, and Regulation 20 of the SEBI Listing Regulations. The composition details are provided in the Corporate Governance Report.

The committee is responsible for resolving grievances raised by the Company's security holders, including issues related to share transfers, non-receipt of annual reports, non-receipt of dividends, and other investor concerns. Its primary objective is to ensure efficient and timely redressal of shareholder queries, thereby enhancing investor confidence and trust.

To further strengthen investor communication, the Company has published its 'Investors' Grievance Redressal Policy', which is available on our website: Investor Grievance Redressal Policy.

The Nomination and Remuneration Committee (NRC) has been constituted in compliance with Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 19 of the SEBI Listing Regulations.

The NRC is responsible for identifying and evaluating the qualifications, attributes, and independence of directors, as well as formulating and recommending the remuneration policy for Directors, Key Managerial Personnel (KMP), and other employees.

The committee is chaired by an Independent Director, with all its members being Independent Directors, ensuring unbiased decision-making and adherence to best governance practices. Further details about the committee's composition and role are available in the Corporate Governance Report.

GHCL Limited is committed in promoting a fair, transparent, and ethical work environment that upholds the highest standards of professionalism, integrity, and accountability. As part of this commitment, the Company has established a comprehensive "Whistle Blower Policy", ensuring a secure and fearless platform for employees, directors, and stakeholders to report concerns without fear of retaliation. The Board of Directors revised this policy in their meeting on May 6, 2024 to further strengthen its effectiveness.

The Whistle Blower Policy encourages individuals to report any unethical behavior, suspected fraud, or violations of GHCL's Code of Conduct and Ethics Policy. This mechanism serves as a crucial tool for maintaining a culture of transparency and corporate integrity.

Further details on the Whistle Blower Policy can be found in the Corporate Governance Report and are also available on the Company's website.

GHCL Limited has not entered into any significant related party transactions with its Promoters, Directors, Key Managerial Personnel, or other designated persons that could create a potential conflict of interest with the Company. As a result, the disclosure requirement under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

All related party transactions are subject to a rigorous review and approval process by the Audit & Compliance Committee. For recurring transactions conducted on an arm's length basis and in the ordinary course of business, prior omnibus approval is obtained from the Committee. Additionally, on a quarterly basis, a comprehensive statement of all related party transactions, along with a Certificate from the Chief Financial Officer (CFO), is presented to both the Committee and the Board.

None of the Directors have any material pecuniary relationships with the Company. The Related Party Transactions Policy, which was reviewed and revised during the year, is available on the Company's website for reference.

Details of loans, guarantees, and investments made under Section 186 of the Companies Act, 2013, are provided in the notes to the Financial Statements. These disclosures include comprehensive information on the nature, terms, conditions, and any related party transactions associated with these financial activities.

These disclosures ensure that stakeholders have a clear understanding of the Company's financial commitments. We encourage stakeholders to refer to the Financial Statements for a detailed overview, reinforcing our commitment to regulatory compliance and accountability.

The Risk & Sustainability Committee, constituted in compliance with Regulation 21 of the SEBI Listing Regulations, plays a key role in overseeing governance, risk management, sustainability, and compliance (GRC). Details of the committee's composition and activities are available in the Corporate Governance Report.

At GHCL Limited, we recognize that various internal and external factors can impact our business value chain, making systematic risk management essential for long-term sustainability and resilience. While the Board holds overall responsibility for risk oversight, the Risk & Sustainability Committee provides strategic guidance on the implementation and execution of the Company's Risk Management Policy.

Risk management is embedded in our corporate culture, with operational heads ensuring the policy is effectively implemented and senior executives acting as risk owners. This structured approach fosters a risk- aware organization, enabling proactive identification and mitigation of potential challenges.

The Board-approved Risk Management Policy is available on our website at given link: https:// ghcl.co.in/wp-content/uploads/2024/05/Risk- Management-Policy.pdf

In line with Section 134(3)(m) of the Companies Act, 2013, and Rule 8 of the Companies (Accounts) Rules, 2014, GHCL remains committed to energy conservation, technological advancements, and optimizing foreign exchange transactions.

A detailed report on these initiatives is provided in Annexure IV, which forms an integral part of this Board's Report. This annexure outlines the Company's efforts and achievements in:

• Enhancing energy efficiency through sustainable practices.

• Adopting and integrating advanced technologies for operational excellence.

• Foreign exchange earnings and outflows, reflecting our global business engagements.

We encourage stakeholders to refer to Annexure IV for a comprehensive overview of our initiatives, reinforcing

GHCL's commitment to sustainability, innovation, and global business growth.

GHCL is deeply committed to promote a safe, inclusive, and respectful workplace free from any form of harassment or intimidation. In line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act), the Company has implemented a comprehensive policy to prevent and address instances of sexual harassment.

To ensure fair and transparent grievance redressal, Internal Complaints Committees (ICCs) have been established at all major locations. These committees are empowered to handle complaints efficiently, ensuring a confidential, impartial, and just resolution process.

GHCL also conducts regular awareness programs to educate employees about their rights and responsibilities under the POSH Act, promoting a culture of respect, equality, and inclusivity across the organization.

We would like to confirm that no complaints related to sexual harassment were reported during the year, reflecting the effectiveness of our policies, awareness initiatives, and commitment to maintaining a safe and dignified work environment for all employees.

S. R. Batliboi & Co. LLP, Chartered Accountants, were re-appointed as the Statutory Auditor of the Company at the 38th Annual General Meeting (AGM) held on June 19, 2021, for a five-year term, extending until the conclusion of the 43rd AGM.

For the financial year ended March 31, 2025, the auditor has diligently examined and audited the Company's books of accounts and has issued an Independent Auditor's Report. It is to be noted that the auditor has not reported any frauds to the Audit & Compliance Committee or the Board under Section 143(12) of the Companies Act, 2013.

The Company's Statutory Auditor did not make any qualification, reservation, adverse remark, or disclaimer in his Report for the financial year ended

March 31, 2025. Hence, no further explanation or comment is required under Section 134(3)(f) of the Companies Act, 2013.

The Company maintains cost records as required by Section 148 of the Companies Act, 2013, and appoints Cost Auditor to audit these records. R J Goel & Co. Cost Accountants, New Delhi, has been appointed as the Cost Auditor for the financial year ending March 31, 2025, based on the recommendation of the Audit & Compliance Committee. The Cost Audit Report for the financial year ended March 31, 2024, does not contain any qualification or adverse remarks. Hence, no need of any further clarification or explanation.

As per provisions of Section 138 of the Companies Act, 2013, every Listed Company is required to appoint an Internal Auditor to conduct internal audit of the functions and activities of the company. The Board of Directors, based on the recommendation of the Audit & Compliance Committee, had approved the appointment of Sharp & Tannan Associates, Chartered Accountants, and SPMB & Co. LLP, Chartered Accountants, as the Internal Auditors of the Company for the financial year ended on March 31, 2025 to conduct the internal audit of the activities of the Company.

As reported in the Board's Report for FY 2023-24, the application filed by HT Media Limited against GHCL Limited under the Insolvency and Bankruptcy Code, 2016 was dismissed by the Hon'ble NCLT, Ahmedabad, vide its order dated March 12, 2024, on the grounds that the claim did not qualify as a 'financial debt' under Section 5(8) of the Code.

Subsequently, HT Media Limited filed an appeal before the Hon'ble NCLAT, New Delhi. GHCL has submitted its detailed reply, and HT Media has filed its rejoinder. The matter is currently listed for arguments. The Company has already made the required disclosure to the Stock Exchanges on August 12, 2024.

Based on the framework of internal financial controls established and maintained by the company, work performed by the internal, statutory, secretarial and cost auditors and external agencies including audit

of internal financial controls over financial reporting by the statutory auditor and reviews performed by the management and relevant Board's Committees, including the Audit & Compliance Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during financial year 2024-25. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. such accounting policies as mentioned in the Notes to the Financial Statements have been selected 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 March 31, 2025 and of the profit and loss of the Company for the financial year ended March 31, 2025;

c. the proper and sufficient care has been taken by them 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. the annual accounts for the financial year ended March 31, 2025 have been prepared by them on a going concern basis;

e. proper Internal financial controls have been followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Your Directors would like to confirm that there is no instances during FY 2024-25, when the recommendations of any Committees were not accepted by the Board.

Further, no disclosure or reporting is required in respect

of the following matters as there is no transaction on

these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act.

(ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock Options Schemes referred to in this Report.

(iv) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Company's operations in future.

(vi) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 except one matter related to HT Media Limited which was rejected by the Hon'ble NCLT and now pending before Hon'ble NCLAT.

The Board of Directors extends its heartfelt gratitude to all our stakeholders—customers, vendors, dealers, investors, business associates, and bankers—for their continued trust and support, which has been instrumental in GHCL's success.

We also express our deep appreciation for the dedication and hard work of our employees at all levels. Their commitment, teamwork, and resilience have played a crucial role in overcoming challenges and driving the Company toward its goals.

We sincerely thank the Government of India, State Governments, and regulatory authorities for providing a supportive business environment and enabling sustainable growth. We look forward to their continued cooperation and guidance.

The collective contributions of all stakeholders remain the foundation of our progress, and we are truly grateful for their trust, commitment, and partnership in GHCL's journey forward.