The Board of Directors present the Company’s Eighth Annual Report and the Company’s Audited Financial Statements for the Financial Year ended 31st March, 2026.
1. RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS
Key highlights of the Company’s financial performance (standalone and consolidated) for the Financial Year ended 31st March, 2026, are summarised as under:
(' in Crores)
|
Sr.
|
Particulars
|
Standalone
|
Consolidated
|
|
No.
|
|
2025-26
|
2024-25
|
2025-26
|
2024-25
|
|
1.
|
Revenue from Operations
|
4,541.59
|
4,564.55
|
4,996.03
|
4,737.49
|
|
2.
|
Other Income
|
128.71
|
112.13
|
130.24
|
115.69
|
|
3.
|
Total Revenue (1 2)
|
4,670.37
|
4,676.68
|
5,126.27
|
4,853.18
|
|
4.
|
Total Expenses
|
3,733.63
|
3,936.81
|
4,298.93
|
4,140.24
|
|
5.
|
Share of Loss of joint venture
|
-
|
-
|
(1.11)
|
(0.01)
|
|
6.
|
Profit before exceptional items and tax (3-4 5)
|
936.74
|
739.87
|
826.23
|
712.93
|
|
7.
|
Exceptional Items
|
(18.23)
|
-
|
(19.53)
|
-
|
|
8.
|
Profit before tax (6 7)
|
918.51
|
739.87
|
806.70
|
712.93
|
|
9.
|
Tax Expenses
(Current Tax and Deferred Tax)
|
240.99
|
164.28
|
234.00
|
166.97
|
|
10.
|
Tax pertaining to earlier years
|
(0.19)
|
0.23
|
(1.06)
|
(0.24)
|
|
11.
|
Profit for the year (8-9-10)
|
677.71
|
575.36
|
573.76
|
545.96
|
|
12.
|
Other comprehensive income
|
1.26
|
(1.24)
|
60.29
|
10.93
|
|
13.
|
Total Comprehensive Income (11 12)
|
678.97
|
574.12
|
634.05
|
556.89
|
| |
Attributable to Owners of the Company
|
-
|
-
|
637.57
|
556.99
|
| |
Non-controlling Interest
|
-
|
-
|
(3.52)
|
(0.10)
|
Consolidated Financial Statements
In accordance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with Ind AS 110-Consolidated Financial Statements, Ind AS 28-Investments in Associates and Joint Ventures and Ind AS 31-Interests in Joint Ventures, the Audited Consolidated Financial Statements forms part of this Integrated Annual Report.
The Audited Consolidated Financial Statements together with the Auditors’ Report form part of this Integrated Annual Report. The Audited Standalone and Consolidated Financial Statements for the Financial Year 2025-26 shall be laid before the Annual General Meeting for approval of the Members of the Company.
Standalone:
On a standalone basis, the revenue for FY 2025-26 and FY 2024-25 was ' 4,541.59 Crores and ' 4,564.55 Crores respectively. The PAT attributable to Shareholders for FY 2025-26 was ' 677.71 Crores, higher by 17% over the previous year’s PAT of ' 575.36 in FY 2024-25.
Consolidated:
On a consolidated basis, the revenue for FY 2025-26 was ' 4,996.03 Crores, higher by 5% over the previous year’s revenue of ' 4,737.49 Crores. The profit after tax (PAT) attributable to Shareholders and non-controlling interests for FY 2025-26 and FY 2024-25 was ' 573.76 Crores and ' 545.96 Crores, respectively.
For more details, please refer to the Audited Standalone and Consolidated Financial Statements of the Company.
2. MATERIAL EVENTSComposite Scheme of Arrangement
The Company has received a No Objection Letter on 9th July, 2026 from BSE Limited and National Stock Exchange of India Limited in respect of the Composite Scheme of Arrangement between Inox Leasing and Finance Limited, ("Demerged Company" or "Transferor Company" or "ILFL"), Holding Company of Gujarat Fluorochemicals Limited, Inox Holdings and Investments Limited, ("Resulting Company" or "IHIL") and Gujarat Fluorochemicals Limited ("Transferee Company" or "GFCL") and their respective Shareholders under the provisions of Sections 230 to 232 and other applicable provisions of the Act ("Scheme") which envisages the following:
(a) Part A-Demerger of Wind Business ("Demerged Undertaking") of ILFL into IHIL; and
(b) Part B-Amalgamation of ILFL into GFCL (after demerger of Demerged Undertaking of ILFL into IHIL).
All the Companies involved in the Scheme are in process of taking further actions for obtaining the approval of Regulatory Authorities to implement the Scheme.
Alteration of the Articles of Association of the Company
During the year under review, the Company had altered the Article 58 of the Articles of Associations to provide that except the Managing Director, Deputy Managing Director and Independent Directors, all other Directors of the Company shall be liable to retire by rotation in compliance with Section 152(6)(a) of the Act.
3. DIVIDEND
The Board has recommended a Final Dividend at ' 3.00 per Equity Share of Re. 1.00 each (300%) for the Financial Year ended 31st March, 2026, subject to the approval of Shareholders at the ensuing Annual General Meeting of the Company. The dividend recommended is in accordance with the Company’s Dividend Distribution Policy. The Policy is available on the Company’s website and can be accessed at:https://www.gfl.co.in/upload/ pages/cb3188297d3bc8c19fffd7aad5832d0f.pdf
4. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General Reserve. For complete details on movement in Reserves and Surplus during the Financial Year ended 31st March, 2026, please refer to the 'Statement of Changes in Equity’ included in the Standalone and Consolidated Financial Statements of this Integrated Annual Report.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment of the Chairman of the Company
The Board of Directors of the Company at its Meeting held on 12th February, 2026 had appointed Mr. Vivek Jain (DIN 00029968) as the Chairman of the Company in place of Late Shri Devendra Kumar Jain (DIN 00029782) who departed for his heavenly abode on 29th December, 2025.
Directors' Appointment/Re-appointment/Resignation
The following Directors have been proposed for appointment/re-appointment:
• Re-appointment of Dr. Bir Kapoor (DIN 01771510) as Deputy Managing Director of the Company and approval for payment of remuneration to him, with effect from 3rd November, 2026.
• Re-appointment of Mr. Niraj Kishore Agnihotri (DIN 09204198) as Director who retires by rotation and being eligible offer himself for re-appointment and also as Whole-time Director of the Company and approval on payment of remuneration to him, with the effect from 11th November, 2026.
• Appointment of Mr. Jignesh Kantilal Parmar (DIN 11888186) as Director and Whole-time Director of the Company and approval on payment of remuneration to him, with the effect from 12th August, 2026.
During the year under review, the following Directors were appointed/re-appointed post receipt of Member’s approval:
• Mr. Sanath Kumar Muppirala (DIN 08425540) was re-appointed as Whole-time Director of the Company with effect from 28th April, 2025.
• Mr. Sunil Kumar Singh Chauhan (DIN 1 1229650) was appointed as Director and Whole-time Director of the Company with effect from 5th August, 2025.
• Mr. Niraj Kishore Agnihotri (DIN 09204198) was appointed as Director and Whole-time Director of the Company with effect from 11th November, 2025.
• Mr. Shesh Narayan Pandey (DIN 02000823) was appointed as Director and Whole-time Director of the Company with effect from 11th November, 2025.
Resignation
During the year under review, following Directors and Whole-time Directors had tendered their resignation:
• Mr. Sanath Kumar Muppirala (DIN 08425540) and Mr. Niraj Kishore Agnihotri (DIN 09204198) with effect from 5th August, 2025.
• Mr. Sunil Kumar Singh Chahuan (DIN 11229650) with effect from 11th November, 2025.
After the close of the year under review, Mr. Shesh Narayan Pandey (DIN 02000823) has resigned as Director and Whole-time Director of the Company with effect from 12th August, 2026.
Declaration of Independence
The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence and 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 judgement and without any external influence.
Key Managerial Personnel
Following are the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Act:
1) Mr. Vivek Jain, Managing Director
2) Mr. Manoj Agrawal, Chief Financial Officer
3) Mr. Bhavin Desai, Company Secretary and Compliance Officer
Downward revision of Commission to Managing Director
The Company had received a request letter from Mr. Vivek Jain, Managing Director to continue to scale down of the drawable limit of the variable component of his remuneration i.e. Commission by 50% for the Financial Year 2025-26 which had been approved by the Board at its Meeting held on 11th November, 2025 and accordingly, he will be paid Commission @1.25% per annum on net profits of the Company instead of 2.50% per annum for the Financial Year 2025-26.
6. BOARD RELATED INFORMATION Meetings of the Board
Four Meetings of the Board of Directors were held during the year. The particulars of the Meetings held and attendance of each Director are detailed in the Corporate Governance Report.
Composition of Audit Committee
The Audit Committee comprised four Members out of which three are Independent Directors and one is an Executive Director. During the year under review, four Audit Committee Meetings were held. The particulars of the Meetings held and attendance of each Director are detailed in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.
Performance Evaluation
In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a Whole, Committees of Board, Individual Directors and Chairperson of the Company, fulfillment of the independence criteria and independence of Independent Directors from the Management for the Financial Year 2025-26. Further, based on the feedback received by the Company, the Nomination and Remuneration Committee at its Meeting held on 12th February, 2026 had noted that the Annual Performance of each of the Directors is highly satisfactory and decided to continue the terms of appointment of all the Independent Directors of the Company.
Familiarization Programme/s for Independent Directors
The Company has conducted familiarization programme/s for Independent Directors during the year. The details for the same have been disclosed on the website of the Company at the web-linkhttps://gfl.co.in/ upload/pages/f8ef60da20574517fc1 e96568a33b2a3. pdf.
Nomination and Remuneration Policy
The Nomination and Remuneration Policyofthe Company is available at the web linkhttps://www.gfl.co.in/upload/ pages/cb6ba6345d09cb9d816af1bb665c860a.pdf
The salient features and objectives of the Policy are as follows:
a. Lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management of the Company in accordance with the criteria laid down by Nomination and Remuneration Committee and recommend to the Board their appointment and removal;
b. Formulate criteria for determining qualification, positive attributes and Independence of a Director;
c. Determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP Senior Management Personnel & other employees to work towards the long term growth and success of the Company.
The Managing Director and Whole-time Directors of the Company have not received any remuneration or commission from any of the subsidiaries.
Directors' Responsibility Statement as per sub¬ section (5) of Section 134 of the Act
Your Directors make following statements in terms of Sections 134(3)(c) of the Act which are to the best of their knowledge and based on the information and explanations obtained by them:
i. in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2026, the applicable Accounting Standards and Schedule III of the Act, have been followed and there are no material departures from the same;
ii. 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 at the end of the Financial Year and of the profits of the Company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. t he Directors had prepared the Annual Accounts on a going concern basis;
v. the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and were operating effectively; and
vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations read with Para B of Schedule V is presented in a separate section forming part of this Integrated Annual Report.
Corporate Governance Report
The Company has complied with the Corporate Governance requirements under the Act, and the Listing Regulations. A separate section on Corporate Governance along with a certificate from practicing Company Secretary regarding compliance of conditions of Corporate Governance is attached as ANNEXURE- 1.
In compliance with the requirements of Regulation 17 of the Listing Regulations, a certificate from the Managing Director and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.
All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is annexed as a part of the Corporate Governance Report.
Business Responsibility and Sustainability Report
A Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of the Listing Regulations, detailing the various initiatives taken by the Company on the Environmental, Social and Governance front forms an integral part of this report. The said report is annexed to this report as ANNEXURE - 2.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no orders passed by any Regulators or Courts or Tribunals impacting the going concern status of the Company and the Company’s operations in future.
8. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities are provided in the Standalone Financial Statements of the Company. For details, please refer to Note no. 9, 10, 37, 45, 47 and 52(i) of the Standalone Financial Statements of the Company.
9. SUBSUDIARY, JOINT VENTURE AND ASSOCIATE COMPANY
The Company has twelve (12) Subsidiaries, one (1) Joint Venture and two (2) Associate Companies as on 31st March, 2026. There has been no material change in the nature of the business of the subsidiaries.
The following Subsidiary/ies including Step-down Subsidiary/ies of the Company was/were incorporated:
|
Name
|
Type
|
Date of incorporation
|
Objects
|
|
GFCL EV Advanced Materials (SFZ) LLC, Oman
|
Step-down
Subsidiary
|
20th January, 2026
|
Manufacture of various chemicals
|
|
GFCL EV New Age Materials SAOC, Oman
|
Step-down
Subsidiary
|
3rd June, 2026
|
Manufacture and trade of battery chemicals
|
|
GFCL Semiconductor and Advanced Materials Limited
|
Wholly-owned
Subsidiary
|
26th June, 2026
|
Manufacture of Specialty Chemicals and Semiconductor devises etc.
|
A separate statement containing the salient features of Financial Statements of all Subsidiaries and Joint Venture of the Company forms a part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Act. In accordance with Section 136 of the Act, the Financial Statements of the Subsidiaries and Joint Venture are available for inspection by the Members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of ensuing Annual General Meeting. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office of the Company. The Financial Statements including the Consolidated Financial Statements, Financial Statements of Subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.gfl.co.in. The Company has formulated a Policy for determining Material Subsidiaries. The Policy may be accessed on the website of the Company at https://www.gfl.co.in/ upload/pages/1df90f4ee914983e?e0c7dd1b0815cdd. pdf.
The Report on the performance and financial position of each of the Subsidiaries and Joint Venture Company of the Company is annexed to this report in Form no.
AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Act and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this report as ANNEXURE - 3.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
The CSR initiatives and activities are aligned with the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ANNEXURE - 4 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR Policy is available on the Company’s website athttps://www.gfl.co.in/upload/ pages/6b1b59ceda092ea23f013e89e01eb86d.pdf
11. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Act read with Regulation 22(1) of the Listing Regulations, the Company is required to establish an effective vigil mechanism for Directors and Employees to report improper acts or genuine concerns or any
leak or suspect leak of Unpublished Price Sensitive Information. The Company has accordingly established a Vigil Mechanism /Whistle Blower Policy for all its Employees and Directors to report improper acts. The details of the said mechanism and policy are available on the Company’s website athttps://www.gfl.co.in/ upload/pages/586e7645e3df??f3cd8c55abc0ad6dce. pdf
12. CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and Board, as per the provisions of Section 188 of the Act read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations.
The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company’s website at the link:https://gfl.co.in/upload/ pages/89f4cef080cdfce4d785cd89ff9f5c9a.pdf
All transactions entered with Related Parties for the year under review were on arm’s length basis and were in ordinary course of business and there were no related party transactions which could be considered as material. Hence, there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and disclosure in Form no. AOC-2 is not required to be annexed to this report. Further, the details of the transactions with Related Parties are provided in the accompanying Financial Statements.
13. DEPOSITS
During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. Therefore, requirement of disclosure of details relating to deposits as per Section 134(3)(q) of the Act read with rules made thereunder is not applicable.
14. AUDITORSA. Statutory Auditors
The Members at their Sixth Annual General Meeting held on 27th September, 2024 had appointed M/s Patankar & Associates, Chartered Accountants, Pune as Statutory Auditors of the Company from the conclusion of Sixth Annual General Meeting until conclusion of Eleventh
Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on 27th September, 2024.
There are no reservations, modifications or adverse remarks in the Independent Auditor’s Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134(3)(f) of the Act.
B. Cost Auditor
Pursuant to provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant in practice who shall be appointed by the Board on recommendation of Audit Committee.
In view of the above, the Company has made and maintained such cost accounts & records and has appointed M/s Kailash Sankhlecha & Associates to audit the cost records maintained by the Company for Financial Year 2025-26 on a remuneration of ' 5,00,000/- per annum.
As required under the referred Section of the Act and relevant Rules, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to M/s. Kailash Sankhlecha & Associates, Cost Auditors is included at Item No. 7 of the Notice convening the Eighth Annual General Meeting.
C. Internal Auditors
The Board of Directors have re-appointed M/s. Sharp & Tannan Associates, Chartered Accountants, Vadodara and M/s Kashiparekh & Associates, Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the Financial Year 2026-27.
Internal Financial Controls
The key Internal Financial Controls ("IFC") and process level controls have been documented, automated wherever possible and embedded in the respective business processes.
Assurance to the Audit Committee and the Board on the effectiveness of IFC are obtained which includes:
a. Management reviews and selfassessment;
b. Independent testing of effectiveness of IFC by the functional experts and their presentation on the testing and effectiveness of IFC to the Audit Committee and the Board.
The Company believes that these systems provide reasonable assurance that the IFC are adequate and are operating effectively as intended.
D. Secretarial Auditors
Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Shareholders of the Company in their Seventh Annual General Meeting (AGM) held on 29th September, 2025, appointed M/s. TNT & Associates, Peer Reviewed Firm of Practising Company Secretaries (Peer Review Certificate no.: 3209/2023) as Secretarial Auditors of the Company for a term of five consecutive years to hold office from Financial Year 2025-26 to Financial Year 2029-30.
M/s. TNT & Associates have confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company in terms of provisions of the Act and Rules made thereunder and Listing Regulations.
The Secretarial Audit Report for the Financial Year ended 31st March, 2026 is annexed herewith as Annexure - 5A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Further, Secretarial Compliance Report dated 27th April, 2026 issued as per regulation 24A of Listing Regulations was given by M/s TNT & Associates, Practising Company Secretary which was submitted to Stock Exchanges.
Further, as per Regulation 24A(1)(a) of the Listing Regulations, material unlisted subsidiaries
incorporated in India shall undertake Secretarial Audit by a Secretarial Auditor and annex a Secretarial Audit Report of its material unlisted subsidiary to its Annual Report. The Secretarial Audit Report of GFCL EV Products Limited, a material unlisted subsidiary, issued by M/s Samdani Shah & Kabra, Practicing Company Secretaries for the Financial Year 2025-26 is annexed as ANNEXURE - 5B in prescribed Form no. MR-3.
During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards.
E. Reporting of Frauds
During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees, either to the Audit Committee or Board under Section 143(12) of the Act details of which need to be mentioned in this Report.
15. SECRETARIAL STANDARDS
The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems were adequate and operating effectively.
16. ANNUAL RETURN
Pursuant to Section 134 (3) (a) of the Act, the copy of the Annual Return has been placed on the Company’s website, available on web link athttps://gfl.co.in/ Annual returns.php.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to this report as
ANNEXURE - 6.18. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as ANNEXURE - 7.
In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said rule is annexed to this report.
In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members of the Company excluding information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information, may write to the Company Secretary of the Company.
19. SAFETY, HEALTH AND ENVIRONMENT
Safety, health and environment are of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO 14001:2004 (Environment Management System), ISO 18001:2007 (Occupational Health and Safety Management System) and ISO 9001:2008 (Quality Management System) for its Ranjitnagar and Dahej Units. For more details, please refer to the natural capital and Business Responsibility and Sustainability Report forming part of the integrated Annual report.
20. INSURANCE
The Company’s property and assets have been adequately insured. With respect to the fire incident in December 2021 at Ranjitnagar plant, the Company had recognized a total amount of Rs. 70.21 Crores towards insurance claim lodged in that year. After the receipt of interim claim amount, sale of related scrap etc. the balance of such amount as at 31st March, 2026 is Rs. 39.09 Crores (as at 31st March, 2025 Rs. 41.87 Crores). The company has received Rs. 11.16 crores on 24th April, 2026 towards full and final claim for loss of PPE. The insurance company is in the process of determining the final claim amount for loss of profit. The difference, if any, which in the opinion of management may not be significant, will be recognized upon the final determination of the claim amount.
21. RISK MANAGEMENT
The Company has an Enterprise Risk Management Framework, designed to identify, assess and mitigate risks appropriately and the Board with the advice of the Risk Management Committee is overseeing the Risk Management Framework, ensures that all material strategic, commercial and financial risks have been identified and assessed and risk mitigation measures are in place to take care of these risks. The functional experts review the Risk Management Framework of the Company and identify all the risks associated with the Company with the mitigation plan and make presentation to the RMC and Board which ensures that all risks are appropriately addressed. Further details on the risk management activities including the implementation of risk management policy, key risks identified and their mitigations are covered in Risk Management, which forms part of Integrated Section of the Annual Report.
22. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
The Company has in place a Guideline on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
The details of complaints for the FY 2025-26 are as under:
|
(a)
|
number of complaints of sexual harassment received in the year;
|
1
|
|
(b)
|
number of complaints disposed off
|
1
|
| |
during the year; and
|
|
|
(c)
|
number of cases pending for more than
|
Nil
|
| |
ninety days
|
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The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, the Company has complied with the provisions relating to the Maternity Benefit Act, 1961 during the FY 2025-26.
23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are 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 the Financial Statements relate and the date of this report.
24. INSOLVENCY AND BANKRUPTCY CODE
There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
25. ONETIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION
There was no instance of onetime settlement with any Bank or Financial Institution during the year under review.
26. ACKNOWLEDGEMENT
The Board wish to place on record their appreciation to the Investors, Bankers, Customers, Business Associates, all Regulatory and Government authorities for their continued support, encouragement and confidence reposed in your Company’s management.
The Board also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution towards growth of your Company.
By Order of the Board of Directors Vivek Jain
Date: 12th August, 2026 Chairman and Managing Director
Place: Noida DIN 00029968
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