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GUJARAT FLUOROCHEMICALS LTD.

06 October 2026 | 03:56

Industry >> Chemicals - Speciality

Select Another Company

ISIN No INE09N301011 BSE Code / NSE Code 542812 / FLUOROCHEM Book Value (Rs.) 736.18 Face Value 1.00
Bookclosure 17/09/2026 52Week High 4959 EPS 52.56 P/E 87.09
Market Cap. 50280.54 Cr. 52Week Low 2917 P/BV / Div Yield (%) 6.22 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

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-link
https://gfl.co.in/
upload/pages/f8ef60da20574517fc1 e96568a33b2a3.
pdf.

Nomination and Remuneration Policy

The Nomination and Remuneration Policyofthe Company
is available at the web link
https://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 at
https://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 at
https://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 at
https://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

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