To

The Members,

Your Directors present this 52 nd Annual Report of the Company on the business and operations of the Company together with Standalone and Consolidated Audited Financial Statements (Ind AS based) for the Financial Year ended 31 st March, 2025 and the report of the Auditors thereon.

PERFORMANCE AND FINANCIAL RESULTS

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

FINANCIAL RESULTS ?€“ SUMMARY AND HIGHLIGHTS

(Rs. in Crores)

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

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

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

At Standalone Level

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

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

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

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

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

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

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

At Consolidated Level

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

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

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

TRANSFER TO RESERVES

The Company has not transferred any sum to the General

Reserve Account during the Financial Year 2024-25.

DIVIDEND

Your Directors are glad to recommend a Dividend @ Rs. 15.80 per Share (i.e. 158) to be paid partially out of Profit and /or partially/fully from Free Reserves of the Company on 7,34,36,928 Equity Shares of Rs.10/- each fully paid up for the year ended 31 st March, 2025 (Previous Year ?€“

Dividend @ Rs.13.85 per Share i.e. 138.50). Dividend is subject to approval of members at this Annual General Meeting and shall be subject to deduction of TDS as per Income Tax Act, 1961.

The dividend recommended is in accordance with the Company ' s Dividend Distribution Policy.

MATERIAL CHANGES AND COMMITMENTS

There has been no other material changes and commitments, which affect the financial position of the Company which have occurred between the end of the Financial Year 2024-25 and the date of this Report. There has been no change in the nature of business of the Company. The management does not see any risk to Company ' s ability to continue as a going concern and expects that the Company will be able to meet its liabilities in the foreseeable future as and when the same would become due.

SHARE CAPITAL

As on 31 st March, 2025, the authorized share capital of the Company consisted of 250,00,00,000/- (Rupees Two Hundred Fifty Crores Only) divided into 25,00,00,000 (Twenty-Five Crore) Equity shares of Rs. 10/- (Rupees Ten Only) each, and the paid-up equity share capital as on 31 st March, 2025, consisted of 7,34,36,928 equity shares of Rs. 10/- each. During FY 2024-25, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares and shares with differential voting rights.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the Annexure - 1 to this report.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

GACL-NALCO Alkalies & Chemicals Pvt. Ltd.

The Company and National Aluminium Company Limited (NALCO), a Government of India Enterprise (a Navratna Company) have jointly incorporated a oint Venture Company, viz., GACL-NALCO Alkalies & Chemicals Pvt. Ltd. (GNAL) (CIN U24100GJ2015PTC085247) on 4 th December, 2015 for setting up 2,66,667 MTPA (100) Caustic Soda Plant and 130 MW Coal based Power Plant at Dahej, Gujarat. The Company holds 60 and NALCO holds 40 in GNAL. Accordingly, GNAL is a subsidiary of the Company. Effective from 1 st April 2024, GNAL has become material subsidiary company of the Company. The Managing Director of the Company is the Chairperson of GNAL. The Managing Director of the Company does not draw any commission or any remuneration from GNAL or any sitting fees for attending the meetings of the Board of Directors or Committees thereof.

Dr. Chinmay Ghoroi, Independent Director of the Company is also a Director in GNAL.

As per Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of financial statement of the oint Venture / Subsidiary Company in Form AOC-1 forms part of the Annual Report. In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing Standalone and Consolidated Financial

Statements of the Company has been placed on the Website of the Company at www.gacl.com. Further, the

Audited Financial Statements of GNAL for the year ended 31 st March, 2025 are also placed on the Website of the Company at www.gacl.com and also at Website of GNAL at www.gnal.co.in.

Interested Shareholders may obtain a physical copy of the audited financial statements of the Subsidiary Company by sending a request to the Company Secretary at the Company ' s Registered Office.

GNAL has successfully completed the start-up of all its units, including both the units of 130 MW Power Plant. The Caustic Soda Plant, Flaking nit and Power plant are consistently operating at higher capacity during 2024-25. During last week of March, 2025 chlorine compressors had failed due to which productions at GNAL were affected. GNAL could restart Caustic Soda Plant at partial load with one Chlorine Compressor in the Month of May, 2025. In uly, 2025, GNAL could resume the operations of second Chlorine Compressor to run the plant at higher capacity.

Vadodara Jal Sanchay Pvt. Ltd.

The Government of Gujarat, vide Gazette Notification dated 28.05.2018, notified the Policy for Reuse of Treated Waste Water (TWW). As per the said Policy, Reuse of TWW was mandatory for industries consuming minimum 1 lakh liter per day (100 M3/day) of fresh water for non-potable purpose and which are situated within 50 km distance from

STP or city limits.

In compliance of the said Policy, the Board of Directors of the Company at its Meeting held on 6 th February, 2020 had approved formation of Special Purpose Vehicle / oint Venture Company comprising of Gujarat State Fertilizers &

Chemicals Limited (GSFC), Gujarat Alkalies and Chemicals

Limited (GACL), Gujarat Industries Power Company Limited (GIPCL) and Vadodara Municipal Corporation (VMC) as its joint venture partners for establishment of a new secondary treated waste water plant (STP) of 50 MLD capacity in the state of Gujarat. Accordingly, a Special Purpose Vehicle / oint Venture Company in the name of Vadodara al Sanchay Private Limited (VSPL) was incorporated on 22.07.2020 for establishment of new secondary treated waste water plant (STP) of 50 MLD at Vadodara, Gujarat. The Company had subscribed 3,00,000 equity shares of Rs.10/- each (i.e. Rs.30 lakhs) (15) to the Memorandum of Association (MoA) of VSPL on 15 th July 2020. During the year 2024-25, the Company has participated in the rights issue of Vadodara al Sanchay Private Limited by way of further subscribing to equity share capital by contribution of Rs. 3.60 Crores (36 Lakhs equity shares of Rs. 10 each) in the proportion of existing Shareholding (i.e.15) in oint Venture Company, Vadodara al Sanchay Private Limited for funding the Tertiary Treatment of waste water (TTWW) project.

Aditya Birla Renewables SPV 4 Limited.

The Board of Directors of the Company at its Meeting held on 7 th November, 2024 had given in-principle approval for setting up 62.7 MW Renewable Hybrid Power Project in Gujarat for 100 captive power usage by the Company. The Board, in the said meeting, had formed Investment Committee of Directors to approve shareholders ' agreement and Power Consumption Agreement. The Investment Committee of Directors had in its meeting held on 25 th November, 2024, had granted its approval for execution of the said agreements by the Company with M/s. Aditya Birla Renewables Limited (ABRen). Accordingly, the Company had executed Shareholders ' Agreement and Power Consumption

Agreement with ABRen on 28 th December, 2024.

Meanwhile, a Special Purpose Vehicle viz. Aditya Birla Renewables SPV 4 Limited was already incorporated on

14 th December, 2024 by Aditya Birla Renewables Limited

(ABRen). Therefore, the Shareholders ' Agreement dated 28.12.2024 was executed amongst the Company, ABRen and Aditya Birla Renewables SPV 4 Limited. The Power

Consumption Agreement was executed between the Company and Aditya Birla Renewables SPV 4 Limited. Thus, during the year 2024-25, the Company had acquired 2,600 equity shares of Rs.10/- each (i.e., Twenty-Six Thousand) (26) of Aditya Birla Renewables SPV 4 Limited ( ' SPV Company '' ) on 21 st February, 2025 from ABRen. The Project for setting up 62.7 MW Renewable Hybrid Power in Gujarat is being executed by Aditya Birla Renewables SPV 4 Limited.

As per the shareholders agreement, Shri S S Bhatt, Company Secretary and CGM (Legal, CC & CSR) of the Company has been appointed as nominee Director of the Company on the Board of Aditya Birla Renewables SPV 4 Limited ( ' SPV Company '' ) w.e.f. 05.04.2025. He is not holding any share in SPV Aditya Birla Renewables SPV 4 Limited.

Gujarat Industries Power Company Limited (GIPCL)

The Company is one of the Promoters of GIPCL. During the year, 2024-25 on 26.03.2025, the Company has participated in the Preferential Issue of Equity Shares on private placement basis of (GIPCL) by equity share capital contribution of Rs. 44,99,99,806 /- for setting up 75 MW AC Solar Power Plant by GIPCL under Group Captive mode (50 share of the Company). The said Solar Power project is now fully operative and the same is currently under the stabilization phase. This will result in a reduction of the overall Power Cost of the Company.

Arrangements of Renewable Power on short-term/ medium term

In addition to the above long-term arrangements, the

Company has made short/medium term arrangements for sourcing Renewable Power from M/s. NTPC Vidut Vyapar

Nigam Limited (NVVNL), M/s. Tata Power and M/s. Kreate

Energy for supply of solar power helping the Company reduce its power cost.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size and nature of its business. The Company periodically reviews the internal financial controls in the light of new statutes, changes in business models, adoption of new technology solutions and suggestions for improvements received from employees. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

For all amendments to Indian Accounting Standards (Ind-AS) and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated with the Statutory Auditors.

The Company has well established process and periodicity for physical verification of its inventory and fixed assets. All variances are analyzed and accounted post necessary approvals.

The Company gets its financial statements reviewed every quarter by its Statutory Auditors. The accounts of GNAL are audited and certified by their Statutory Auditors for consolidation.

None of the auditors of the Company has reported any fraud as specified under second proviso of section 143(12) of the Companies Act, 2013 including any statutory modifications or re-enactments thereof for the time being in force.

CREDIT RATINGS

The Company ' s financial discipline and prudence are reflected in the strong credit rating described by rating agency as per the following particulars:

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

Company ' s Website at https://gacl.com/wp-content/uploads/2025/08/Credit-Rating-01.08.2025.pdf

RISK MANAGEMENT-CUM-SAFETY

The Company has constituted Risk Management-Cum-Safety Committee of Directors w.e.f. 11 th February, 2016. Shri Nitin Shukla had been appointed as the Chairman of the said Committee w.e.f. 3 rd February, 2024. As on 31 st March, 2025, below are the Members of the Risk

Management Committee:

1. Shri Nitin Shukla, Chairman 2. Shri Rajiv Lochan ain 3. Dr. Chinmay Ghoroi and

4. Smt. Avantika Singh Aulakh, IAS.

The Company has also constituted Internal Risk Management Committee comprising of Senior Executives of the Company who are heading respective departments viz. Finance, Manufacturing, Marketing, Purchase, Project, Safety, Information Technology, HR, Secretarial and Legal functions. The Managing Director is the Chairman of the

Internal Risk Management Committee. The Internal Risk

Management Committee reports to the Managing Director and the risks identified by the said Committee along with proposed mitigation actions are discussed periodically on monthly basis with the Managing Director. Out of the various risks identified by the Internal Risk Management Committee, the Audit Committee has identified certain critical risks, which are reviewed by the Risk Management-cum-

Safety Committee, the Audit Committee and by the Board of Directors periodically. A Report on the steps taken to mitigate those critical risks is also submitted to the Risk

Management-cum-Safety Committee, Audit Committee and the Board of Directors.

Pursuant to provisions of Regulations 17 & 21 of SEBI Listing Regulations and Sections 134 & 177 of the Companies Act, 2013 (the Act) and other applicable provisions, if any, of the SEBI Listing Regulations, the Board of Directors of the Company have also approved and framed Risk Management Policy of the Company.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy (Policy) as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Policy is applicable to all Directors and Employees of the Company.

As per the Policy, a whistle blower can make protected disclosures to the Chairman of the Audit Committee. During the Financial Year 2024-25, no unethical and/or improper practice or any other wrongful conduct in the Company by any person was reported under the said Policy. The Vigil Mechanism-cum-Whistle Blower Policy may be accessed on the Company ' s Website at the weblink: https://gacl.com/wp-content/uploads/2024/04/VIGILMECHANISMCM WHISTLEBLOWERPOLICY-AS-PER-SEBI-LODR.pdf

CORPORATE SOCIAL RESPONSIBILITY

As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). The composition of CSR Committee is given in the Corporate Governance Report. The CSR Committee has formulated and recommended to the Board, CSR Policy identifying the activities to be carried out by the Company and the said CSR Policy was approved by the Board of Directors at their Meeting held on 23.07.2014. The Board of Directors at their Meeting held on 26.05.2015 and 18.05.2021 had approved some modifications in the CSR Policy including to undertake CSR activities through GACL Foundation Trust (GFT). GFT is a Society registered under the Societies Registration Act, 1860 and under the Bombay Public Trust Act, 1950 and registered under Section 12A and 80G of the Income Tax Act, 1961. GACL Foundation Trust (GFT) has also filed Form CSR-1 and got the required registration number from MCA in pursuance of the applicable provisions of Companies

(CSR) Rules, 2014. The Charity Commission, Vadodara issued order on 22.11.2023 for merger/amalgamation of

GACL Education Society (GES) and GACL Foundation

Trust (GFT) and the name of the trust should be GACL Foundation Trust (GFT). GFT has also filed Form CSR-1 and got the required registration number from MCA in pursuance of the applicable provisions of Companies

(CSR) Rules, 2014.

The details about various activities carried out by the

Company under CSR through GFT as well as directly by the Company are given in the Management Discussion and Analysis which forms part of the Annual Report. The CSR Policy may be accessed on the Company ' s Website at the weblink: https://gacl.com/wp-content/uploads/2023/12/CSRPOLICY-1.pdf As per the provisions of Section 135 of the Companies Act, 2013, the statutory amount (i.e. 2 of the average net profits of the last three Financial Years) that was required to be spent by the Company for various CSR activities during the Financial Year 2024-25 was Rs. 936.98

Lakhs. The Company has spent Rs. 160.04 Lakhs towards various CSR activities during the Financial Year 2024-25.

The unspent amount of Rs. 776.94 Lakhs towards various ongoing CSR projects was transferred to GACL nspent Corporate Social Responsibility Account 2024-25 within 30 days from the close of Financial Year 2024-25. The unspent amount transferred to such account will be utilized for the ongoing projects in next three Financial Years. The Company shall transfer unspent amount, if any, lying in this account at the end of third Financial Year to Fund(s) specified in

Schedule VII, within statutory time limit, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Thus, the Company has met its obligation under section 135 of the Companies Act, 2013. The Annual Report on CSR activities for the Financial Year

2024-25 is annexed herewith as Annexure-2.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

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

The Board of Directors at its Meeting held on 8 th August, 2024 noted resignation of Shri P Gupta, IAS

(DIN: 01952821) as Director of the Company effective from 05.08.2024 and completion of tenure of five years of Shri S B Dangayach (DIN: 01572754) as an Independent Director of the Company with effect from 08.08.2024. The Board places on record its sincere appreciations and pays rich tributes for the valuable services rendered and contributions made by Shri J

P Gupta, IAS as Director and Shri S B Dangayach, as an Independent Director of the Company during their tenure as Directors of the Company.

As recommended by the Nomination-cum-Remuneration

Committee and pursuant to Articles 7 and 11 of the Articles of Association of the Company, the Board of Directors appointed Shri Bimal ulka, IAS (Retd.) (DIN:

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

Accordingly, all the Resolutions were declared to be passed on 26.09.2024.

As recommended by the Nomination-cum-Remuneration

Committee, the Board of Directors appointed Dr. T.

Natarajan, IAS (DIN: 00396367) as an Additional

Director of the Company w.e.f. 11 th September, 2024 vide letter No. FD/AOD/e-file/4/2022/1869/A(BPE) dated 10.09.2024 received from Finance Department, Government of Gujarat. The Company had sought approval of Shareholders at 51 st AGM held on 26.09.2024 for appointment of Dr. T. Natarajan, IAS (DIN: 00396367) as Director of the Company. The said Resolution was approved by requisite majority of Members through remote e-voting. Accordingly, the Resolution was declared to be passed on 26.09.2024.

The Board of Directors of the Company at its Meeting held on 11.02.2025, pursuant to the Notification AIS/35.2025/11/G dated 1 st February, 2025 of General Administration Department, Government of Gujarat, pursuant to Articles 11 and 14-A of Articles of Association of the Company and as recommended by Nomination-cum-Remuneration Committee at its

Meeting held on 10.02.2025, had appointed Smt.

Avantika Singh Aulakh, IAS (DIN.:07549438) as a Non-Rotational Government Director and Managing Director of the Company w.e.f. 03.02.2025 (i.e., the date on which she took over the charge). The Company had sought approval of Shareholders for Appointment of

Smt. Avantika Singh Aulakh, IAS (DIN.:07549438) as a Managing Director of the Company through Postal Ballot Notice dated 17.03.2025 by means of electronic voting (remote e-voting). The said Resolution contained in Postal Ballot Notice dated 17.03.2025 was approved by requisite majority of Members through remote e-voting. Accordingly, the Resolution was declared to be passed on 22.04.2025.

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

The Board of Directors at its Meeting held on 11.02.2025 noted cessation of Dr. Rahul Gupta, IAS

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

As recommended by the Nomination-cum-Remuneration

Committee and pursuant to Articles 7 and 11 of the Articles of Association of the Company, the Board of Directors at its Meeting held on 16.05.2025 appointed

Shri S J Haider, IAS (DlN: 02879522) as Director on the Board of Directors of the Company with effect from i.e. 16.05.2025 vide letter No. EPCD/MIS/e-file/20/2022/0322/E dated 15.05.2025 received from Energy and Petrochemicals Department, Government of Gujarat. The Company had sought approval of Shareholders for Appointment of Shri S Haider, IAS as a Director of the Company through Postal Ballot Notice dated 31.05.2025 by means of electronic voting

(remote e-voting). The said Resolution contained in

Postal Ballot Notice dated 31.05.2025 was approved by requisite majority of Members through remote e-voting. Accordingly, the Resolution was declared to be passed on 05.07.2025.

Dr. Hasmukh Adhia, IAS (Retd.) (DIN 00093974), Director will retire by rotation at this Annual General

Meeting, and being eligible, has offered himself for reappointment. The Board recommends his re-appointment as Director & Chairman of the Company.

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

Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies

Act, 2013, Smt. Avantika Singh Aulakh, IAS Managing

Director was also appointed as ey Managerial Personnel of the Company effective from 03.02.2025. Shri Sanjay S Bhatt, Company Secretary and Shri Shailesh Damani, Chief Financial Officer, are the ey Managerial Personnel of the Company effective from 14.05.2014 and 08.08.2024 respectively. Pursuant to the Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended time to time, there were following changes in the Senior Management. During the year, Shri G S Paliwal, has joined the

Company as an Executive Director (Commercial) of the Company with effect from 4 th April, 2024. Shri

V P Gaekwad, General Manager (HR & IR T&D), resigned and therefore he has ceased, as employee of the Company w.e.f. 30.09.2024. Shri Shailesh Damani was appointed as General Manager (Finance), and CFO vice Shri Ram Gianani. Shri Ram Gianani ceased as CFO with effect from 8 th August, 2024. Shri Ram Gianani continue to serve as Additional General

Manager (Finance) of the Company. Shri Samir Desai was appointed as General Manager (HR & IR T&D), with effect from i.e. 01.01.2025

B. Independent Directors

Attributes, Qualifications & Independence of Directors and their Appointment

The Nomination-cum-Remuneration Committee adopted the criteria for determining qualifications, positive attributes and independence of Directors, including Independent Directors, pursuant to the Act and the Rules made thereunder and the SEBI Listing Regulations.

The brief particulars of the Directors are provided in the Report on Corporate Governance ' forming part of this Annual Report.

The Company has received declarations from the Independent Directors confirming that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations_ (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence and

(c) they have registered/renewed their names in the

Independent Directors ' Databank, pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the SEBI Listing Regulations and are independent of the management of the Company.

C. Board Evaluation

Pursuant to applicable provisions of the Companies

Act, 2013 and the SEBI Listing Regulations, the Board carried out an annual performance evaluation of the

Board, its Committees, Individual Directors, Managing

Director and Chairperson. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

D. Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination-cum-Remuneration Committee, formulated a Nomination & Remuneration-cum-Board Diversity

Policy for selection, appointment of Directors and

Senior Management and their remuneration.

Information about the Policy is provided in the Corporate Governance Report and the said Policy may be accessed on the Company ' s Website at the weblink: https://gacl.com/wp-content/uploads/2023/12/Nomination-Remuneration-Cum-Board-Diversity-Policy.pdf

E. Meetings

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

Audit Committee Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings held was within the period prescribed under the Companies

Act, 2013 and SEBI Listing Regulations. Further, the composition and terms of reference of Audit Committee and other Committees are given in the Corporate Governance Report.

During the year under review, all recommendations of Audit Committee were accepted by the Board.

AUDITORS

A. Internal Auditors

As per the recommendation of the Audit Committee, the Board of Directors of the Company at its Meeting held on 18 th une, 2020 appointed M/s. Parikh Mehta

& Associates, Chartered Accountants, Vadodara as

Internal Auditors for conducting Internal Audit of the Company for the period from 1 st July, 2020 to 30 th June, 2025.

Further, as per the recommendation of the Audit Committee, the Board of Directors of the Company at its Meeting held on 15 th May, 2025 appointed M/s Talati & Talati LLP, Vadodara as Internal Auditors for conducting Internal Audit of the Company for one year commencing from 01.07.2025 to 30.06.2026.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors and the corrective actions if any, are taken by the Management.

B. Statutory Auditors

M/s. Prakash Chandra Jain & Co., Chartered Accountants, Vadodara (Firm Registration No. 002438C) were appointed as the Statutory Auditors of the Company for a period of five years i.e., from the conclusion of 51 st Annual General Meeting till the conclusion of 56 th Annual General Meeting.

As per Companies Amendment Act, 2017, the provision of Section 139(1) of the Companies Act, 2013 with respect to ratification of the appointment of Statutory

Auditors by the members at every Annual General Meeting is omitted.

The Auditor ' s Report to the Members for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

C. Cost Auditors

The Board of Directors of the Company at its Meeting held on 30 th May, 2024 has approved the appointment of M/s. Y. S. Thakar & Co., Cost Accountant in practice, Vadodara (Firm Registration No. 000318) as Cost Auditors for the three financial years i.e. F.Y. 2024-25, 2025-26 & 2026-27 as per the provisions of the Companies Act, 2013, subject to the approval of shareholders of the Company, to conduct the audit of Cost Records maintained by the Company at annual remuneration of Rs. 3,19,000/- plus applicable GST. As per the provisions of the Companies Act, 2013, your Directors propose the Resolution in the Notice in respect of remuneration payable to the Cost Auditors for the financial years 2025-26 for your ratification and approval.

The Company maintains necessary cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,

2014.

D. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Samdani Shah & abra, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Report of the Secretarial Auditors is annexed herewith as Annexure - 3. The Report does not contain any qualification, reservation or adverse remark or disclaimer. The Board of Directors of the Company has on recommendation of the Audit Committee in its Meeting held on 15 th May, 2025 approved for the appointment of M/s. Samdani Shah & abra, Practicing Company Secretaries as the Secretarial Auditors of the Company for Five years from 01.04.2025 to 31.03.2030 for conducting Secretarial Audit of the Company and issue of Secretarial Compliance Certificate subject to approval by Shareholders. You are, therefore, requested to appoint M/s. Samdani Shah & abra, Practicing Company Secretaries, Vadodara as the Secretarial Auditors of the Company to hold office for the said period.

The Company has complied with Regulation 24A of the

Listing Regulations. GNAL has got Secretarial Audit carried out by Practicing Company Secretary. Copy of Secretarial Audit Report of GNAL is annexed at Annexure - 4 and is also available on the website of the Company. The Secretarial Audit Report of GNAL does not contain any qualification, reservation, adverse remark or disclaimer.

As per SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8 th February, 2019 read with Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for the year ended on 31 st March, 2025 given by M/s. Samdani Shah & abra, Practicing Company

Secretaries, Secretarial Auditors was submitted to Stock

Exchanges (BSE & NSE) within prescribed time limit.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) Transfer of Dividend and corresponding Equity Shares to the Investor Education and Protection Fund

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

Fund (IEPF).

The Company has also transferred Rs. 41,59,180/- (Net of Tax) to the bank account of the IEPF towards dividend declared by the Company for the Financial Year 2023-24, for such shares which were transferred to the IEPF earlier. During the Financial Year 2024-25, the Company has also transferred 41,276 Equity Shares to the IEPF in respect of which dividends remained unclaimed for seven consecutive years, pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended.

Shareholders may claim their unclaimed dividend for the years prior to and including the Financial Year 2016-17 and the corresponding shares, if any, from the IEPF Authority by applying in the prescribed Form No. IEPF-5. This form can be downloaded from the Website of the IEPF Authority at www.iepf.gov.in. The access link of which is also available on the Company ' s Website at www.gacl.com under the section Investors ' .

Attention of the Members is drawn that the unclaimed dividend for the Financial Year 2017-18 and the corresponding shares will be due for transfer to the IEPF on 28 th October, 2025 for which purpose communication has been sent to all the concerned Shareholders advising them to claim their dividends, failing which the said shares will be transferred to IEPF Authority within 30 days from the said due date. Notices in this regard have also been published in newspapers. Details of such shares are available on the Company ' s Website under the section Investors ' .

Details of Nodal Officer

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of Nodal Officer of the Company, for the purpose of coordination with Investor

Education and Protection Fund Authority are as under:

The Company has also displayed the above details of Nodal Officer at its Website at www.gacl.com.

CORPORATE GOVERNANCE

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of all the requirements stipulated under the

SEBI Listing Regulations.

A detailed report on Corporate Governance for the year under review along with Certificate issued by Practicing Company Secretary in terms of provisions of the SEBI Listing Regulations is attached herewith forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per the provisions of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) containing initiatives taken by the Company from environmental, social and governance perspective is annexed herewith as Annexure - 5 as part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information pertaining to remuneration and other details of employees as required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided in the Annexure ?€“ 6 , forming part of this Report. Details of top ten employees in terms of employee remuneration drawn and other particulars as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Rules form part of this report and are available to any Shareholder for inspection. Further, there was no employee holding 2 or more of the Equity Shares of the Company during the Financial

Year 2024-25.

Having regard to the provisions of the second proviso to Section 136(1) of the Act the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to investorrelations@ gacl.co.in.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961, including provision of maternity leave and other related benefits, wherever applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee of Directors at its Meeting held on 10 th February, 2025 has accorded omnibus approval to execute transactions with related parties up to the value of Rs.1 Crore. The Company has also obtained omnibus approval to execute transactions with related parties of its subsidiary GACL-NALCO Alkalies & Chemicals Private Limited (GNAL). During the Financial Year, the transactions entered into by the Company with Related Parties were in the ordinary course of business and at arm ' s length price. The Company has proposed resolutions for approval of material transactions by the Shareholders in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI

(LODR) Regulations, 2015. The Audit Committee and Board recommend the said resolutions for your approval. The Company has been entering into related party transactions with GNAL, a subsidiary of the Company. GNAL has also been entering into related party transactions with NALCO, a related party of GNAL. During the eyar 2025-26, the threshold limit of material related party transactions between GACL & GNAL and GNAL & NALCO may exceed, therefore Company seeks approval of shareholders of the Company in 52 nd AGM of the Company for the year 2024-25. During the year 2024-25, GNAL has issued Compulsory Convertible Debentures (CCDs) to the tune of Rs. 500 Crores. GACL being a promoter & holding Company has agreed to provide backstopping support towards repayment of principal and interest of Compulsory Convertible Debentures (CCDs) amounting to Rs. 300 Crores in proportion to the shareholding of the Company in GNAL (60). The obligation of the Company may arise only after completion of the tenure of the CCD or at the time of occurrence of default by its subsidiary (upto 60 of the issue amount of Rs. 500 Crore plus interest thereon). As of now, neither tenure of the CCD has been completed nor the subsidiary of the Company has defaulted. Therefore, there is no transaction as such between GACL & GNAL. However, as an abundant caution, shareholders ' approval has been sought also considering the said proportionate amount of CCD.

Since, all the contracts / arrangements / transactions with Related Parties during the year were in the ordinary course of business and/or the same were at arm ' s length as well as under the special omnibus approval route and not being material transaction as defined under the Act /

Rules, disclosure in Form AOC-2 under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)

Rules, 2014 is not required.

Policies may be accessed on the Company ' s Website at the weblinks: https://gacl.com/wp-content/uploads/2025/05/Related-Party-Transactions-Policy-1.pdf and https://gacl.com/wp-content/uploads/2023/12/Policy-On-Material-Subsidiaries.pdf Your Directors draw attention of the Members to Note No.

38 to the Financial Statements which sets out Related Party disclosures.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 5,6,7,17,22 & 43(i)(g) of the Notes to the Financial Statements.

INSURANCE

The Company has taken adequate insurance for all its properties. The Company has also taken necessary insurance cover as required under the Public Liability Insurance Act, 1991.

The Company has D & O Liability Insurance Policy which is reviewed in terms of the quantum and risk coverage as per the Regulation 25(10) of the SEBI Listing Regulations.

LISTING REGULATIONS COMPLIANCE

The Company ' s Equity Shares are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and their listing fees for the Financial Years 2024-25 and 2025-26 have been paid and the provisions of the SEBI Listing Regulations have been complied with.

ANNUAL RETURN

The Draft Annual Return of the Company as on March 31, 2025 (2024-25) is available on the Company ' s Website and can be accessed at weblink: https://gacl.com/wp content/uploads/2025/08/Draft-MGT-72024-25.pdf The Annual Return of 2023-24 in prescribed Form No. MGT-7, as required under Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 has been placed on the Company ' s Website at weblink: https://gacl.com/wp-content/uploads/2024/10/FormMGT7-2023-24signed.pdf The same was filed with the Registrar of Companies, Gujarat (ROC) on Ministry of Corporate Affairs (MCA) portal within prescribed time limit.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company at its Meeting held on 26 th May, 2017 has adopted Dividend Distribution Policy effective from 26 th May, 2017. The Company has further amended its Dividend Distribution Policy approved by the Board of Directors on 22 nd May, 2023 which is applicable with effect from 22 nd May, 2023 is available on the Company ' s Website at the weblink: https://gacl.com/wp-content/uploads/2023/12/Dividend-Distribution-Policy.pdf The dividend recommended by the Board for the year ended 31 st March, 2025 is in accordance with the said Dividend Distribution Policy.

GENERAL INFORMATION

Your Directors state that no disclosure or reporting is required in respect of the following items since there were no transactions in these matters and/or they are not applicable to the Company during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under ESOP.

4. Issue of shares, issue of debentures, warrants, bonds, other convertible securities or any non-convertible securities.

5. No significant or material orders were passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations and no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

6. No fraud has been reported by the Auditors to the

Audit Committee or the Board.

7. There has been no change in the nature of business of the Company.

8. There was no instance of one-time settlement with any Bank or Financial Institution.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace

(Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee (ICC) consist of

The following is a summary of sexual harassment complaints received and disposed of during the year 2024-25. (a) Number of complaints pending at the beginning of the year: Nil

(b) Number of complaints received during the year: Nil (c) Number of complaints disposed off during the year :

Nil

(d) Number of cases pending at the end of the year : Nil

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that: a) in the preparation of the Annual Accounts for the Financial Year ended 31 st March, 2025, the applicable accounting standards have been followed b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2025 and of the profit of the Company for the year ended on that date c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities d) the Directors have prepared the annual accounts on a going concern basis e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis forms part of the Board ' s Report and it deals inter-alia with the Business, Operations & Financial Performance, Research & Development, Expansion & Diversification, Risk Management, Outlook, Safety & Environment, Corporate Social Responsibility, Material Development in Human Resources etc. as stipulated under the SEBI Listing Regulations.

ACKNOWLEDGEMENTS

The Board expresses its gratitude and appreciation to the Government of India, Government of Gujarat, Financial Institutions, Insurance Companies, Banks, other business associates, Promoters, Shareholders and employees of the Company for their continued support. The Directors also gratefully acknowledge all stakeholders of the Company viz.: customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitments and continued contribution to the Company.