TO SHAREHOLDERS FOR THE YEAR ENDED

TO SHAREHOLDERS FOR THE YEAR ENDED MARCH 31, 2026


To the Members of GOCL Corporation Limited



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



  

    

    

    

    

    
(Rs. in lakhs)
  
  

    

    
Consolidated
    
Standalone
  
  

    

    
2025-26
    
2024-25
    
2025-26
    
2024-25
  
  

    
Profit after providing for depreciation and before extraordinary items
    and taxation
    
181402.09
    
22763.80
    
174133.24
    
21874.57
  
  

    
Exceptional Items
    
1300.43
    
(1030.65)
    
-
    
-
  
  

    
Profit Before Taxation
    
182702.52
    
21733.15
    
174133.24
    
21874.57
  
  

    
Taxation:
    

    

    

    

  
  

    
Current Tax - Current Year
    
30794.77
    
6352.94
    
29835.65
    
5523.00
  
  

    
Deferred Tax (Credit)
    
(286.95)
    
(321.95)
    
(286.95)
    
(321.95)
  
  

    
Profit After Taxation
    
152194.70
    
15702.16
    
144584.54
    
16673.52
  
  

    
Dividend paid during the year
    
4957.25
    
1982.90
    
4957.25
    
1982.90
  
  

    
Transfer to General Reserve
    
-
    
-
    
-
    
-
  
  

    
Balance carried to Balance Sheet
    
147237.45
    
13719.26
    
139627.29
    
14690.62
  
  

    
EPS (of Rs. 2/- each)
    
307.01
    
31.68
    
291.66
    
33.63
  



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 at https://
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 shortterm 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 Rs.293098 lakhs, net profit of
Rs.26054 lakhs (including Rs.18157 lakhs of regulatory and exceptional income), and a net
worth of Rs.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
longterm 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-avis 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 202021, 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