Your Directors are pleased to present the Forty First (41^st) Annual
Report of your Company together with the Audited Financial
Statements of the Company for the Financial Year ended
31^st March, 2026.

FINANCIAL PERFORMANCE:

(? in Lakhs)

Dividend:

Your Directors are happy to recommend a Dividend of ' 4.10
(Rupees Four & Paise Ten) per share on 15,52,15,944 Equity
Shares of ' 10/- each fully paid up, for the year ended on
31^st March, 2026 (Previous year ' 4.09 per share). The Dividend,
if approved by the Shareholders at the ensuing 41^st Annual
General Meeting (AGM), shall be paid to those Members, whose
names appear in the Register of Members of the Company as on
11^th September, 2026 in respect of Shares held in dematerialized
form, it will be paid to Shareholders whose names are furnished
by National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL), as Beneficial Owners
as on 11^th September, 2026.

OPERATIONSSURAT LIGNITE POWER PLANT (SLPP):

Phase - I (2 x 125 MW Units 1 & 2):

During the year under review, Phase-I generated 1546.682
Million Units (MUs) with 70.62% Plant Load Factor (PLF) against
the Budgeted target of 1668.766 MUs with 76.20% PLF. Plant
availability was 85.96% against the Budgeted target of 83.61 %.
Commercial availability was 75.44% against the Budgeted
target of 75.94%. Plant Availability was better than Budget.
Commercial Availability was better than Normative Commercial
Availability of 75%. The main reason for lower Generation/
PLF with respect to Budget was increase in Grid restriction/
Backing down by SLDC. Unit-2 planned outage was taken from
28/07/2025 to 29/08/2025 for Overhauling. Unit - 1 Planned
Outage was taken from 06/11/2025 to 24/11/2025 to carry out
planned maintenance works.

The overall Plant Performance is better in comparison to the
previous year corresponding period.

Phase - I Commercial Availability (75.44%) was highest in last 7
years i.e. after FY 2018-19. Phase - I Plant Availability (85.96%)
was highest in last 10 years i.e. after FY 2015-16. Phase - I Forced
Outage (7.09%) was lowest in last 10 years i.e. after FY 2015¬
16. Phase - I System Partial Loading (8.97%) was lowest in last 7
years i.e. after FY 2018-19. Phase-I Auxiliary Power Consumption
(12.76%) was lowest in last 7 years i.e. after FY 2018-19.
Unit - 1 Forced Outage (6.91%) was lowest in last 4 years i.e.
after FY 2021-22. Unit-2 Forced Outage (7.27%) was lowest in
last 7 years i.e. after FY 2018-19. Unit - 2 System Partial Loading
(8.46%) was lowest in last 7 years i.e. after FY 2018-19.

Phase - II (2 x 125 MW Units 3 & 4):

During the year under review, Phase-II generated 1638.914
MUs with 74.84% PLF against the Budgeted target of 1 727.084
MUs with 78.86% PLF. Plant availability was 87.19% against
the Budgeted target of 86.40%. Commercial availability was
82.01% against the Budgeted target of 80.07%. The overall
Plant Performance was better than the Budget. Generation/
PLF was lower w.r.t. Budget due to increase in Grid restriction/
Backing down by SLDC. Unit-3 Planned Outage was taken from
20/06/2025 to 23/07/2025 for Overhauling.

The overall Plant Performance is better in comparison to the
previous year corresponding period.

Phase-II Commercial Availability (82.01%) was highest in last 6
years. Phase - II Plant Availability (87.19%) was highest in last
6 years i.e. after FY 2019-20. Phase - II Forced Outage (8.31%)
was lowest in last 4 years i.e. after FY 2021-22. Unit - 3 achieved
lowest ever Forced Outage (4.03%) since commissioning.

SLPP Station (Phase-I and Phase-II combined) Generation
(3185.596 MUs) was highest in last 6 years i.e. after FY 2019-20.
Constant endeavors are being made to improve the overall
performance of the Units, including technology improvement
and modifications. The required maintenance program for the
upkeep of the Units was undertaken during the year under
review.

MINING:

During the year under review, Valia Lignite Mine has recorded
the lignite production of 28.06 Lakh Te as against 29.75 Lakh Te
during the preceding year and Vastan Lignite Mine has recorded
the lignite production of 2.26 Lakh Te as against 4.41 Lakh Te
during the preceding year.

Most of the requirement of lignite was met from our captive
Vastan Lignite Mine and Valia Lignite Mine. To meet the demand
of all the four units for operations during monsoon, the Lignite
Stock of 12.08 Lakh Te was created on 30/06/2025 as against the
previous year's stock of 11.72 Lakh Te on 30/06/2024.

• Re-Handling of External Overburden Dump and Backfilling
at North Pit of Vastan Lignite Mine:

Work for the Re-Handling of External Overburden Dump
and Backfilling at North Pit of Vastan Lignite Mine has been
awarded and started.

By Re-Handling of External Overburden Dump and
Backfilling at North Pit of Vastan Lignite Mine, we will be
able to get about 218.00 Ha area (reclaimed area and space
available at external dump area) for the installation of Solar
Power Plant.

• Limestone Lease Allocation:

To meet the limestone requirement for the balance and
extended life of the 500 Mw Power Plant, a limestone
block admeasuring 75.78.45 Ha, adjacent to the existing
Vastan Limestone Mine has been notified by the Ministry
of Mines, New Delhi and subsequently reserved by the
Government of Gujarat for grant of a limestone mining
lease to GIPCL.

Accordingly, the Industries & Mines Department,
Government of Gujarat has issued the Letter of Intent
(LOI) for the limestone mining lease on 11/07/2025. This
development ensures long-term availability of limestone for
the power plant and supports sustained operations of the
Company.

• Achieved Zero Accident Level:

Due to its hazardous nature, mining has been and continues
to be an industry where the concern for miners' safety is
of great importance. Your Company has achieved "Zero
Accident Level" during the FY 2025-26 by maintaining and
meeting the highest standards of safety norms in its mines.

112.4 MW WIND POWER PROJECTS:

The Company has total installed and commissioned capacity of

112.4 MW of Wind Power Projects at different sites / locations
across State of Gujarat.

During the year under review, the 112.4 MW Wind farms have
generated 189.62 MUs at a Capacity Utilization Factor (CUF) of
19.62% as against budgeted generation of 209.07 MUs at a CUF
of 21.23%.

Generation from Wind farms is lower than the budget mainly
due to comparatively lower wind speed across sites, breakdown
of generators at 15 MW Kotdapitha wind farm and generation
restriction at 26 MW Rojmal wind farm due to fire in one of
the power transformers at Pooling Station in the month of
January. Moreover, some generation was affected due to power
curtailment by State Load Dispatch Center (SLDC). However, the
annual generation is significantly improved by 11.2% compared
to previous year.

937 MW SOLAR POWER PROJECTS:

The Company had total installed and commissioned capacity
of 262 MW of Solar Power Projects at different sites / locations
across State of Gujarat in the beginning of FY 2025-26.

During the year under review, 262 MW Solar Power Projects
generated 491.25 MUs at a CUF of 21.40% against the budgeted
generation of 540.49 MUs at a CUF of 23.55%.

Generation is lower than budget and corresponding period of the
previous year mainly due to unprecedented rain and flooding at
Raghanesda and Charanka Solar Power Plant sites in the month
of September, 2025. The plants suffered damage due to flood
and generation as impacted during Q2 & Q4 of the Financial
year. The plants were gradually restored in phase manner by
December, 2025

Moreover, there was loss of generation on account of grid
curtailment during the year

Newly Commissioned Solar Projects during the Year

The Company added 600 MW Solar Plant Capacity at Khavda RE
Park in phased manner in the period June, 2025 to December,
2025. The 600 MW Project generated 468.81 MUS during
Financial year with CUF of 19.89%

The Company also commissioned a 75 MW group captive Solar
Plant at Vastan, South Gujarat. The 75 MW Vastan Solar Plant
generated 116.86 MUS with CUF of 21.50% during the year.
VADODARA GAS BASED STATIONS:

The 145 and 165 MW Gas based Stations are in-operative
since 2020-21. The Stations had to cease operations due to an
exorbitant increase in natural gas price. Currently there is no
power off-take agreement in place.

SAFETY PERFORMANCE:

The health and safety of all the employees is a prime concern
of the Company. Your Directors are happy to inform that your
Company is making sincere and committed efforts to maintain
the safety of Plant equipment and creating a safe and healthy
work environment for the employees. The Company has been
spending adequate amount commensurate with its requirement
on the health and safety related activities. Constant efforts are
made to maintain accident free operations at all the locations.
Your Directors are glad to inform that the Company has
successfully completed accident free operations for the entire
year under review i.e. FY 2025-26.

Safety Audit is conducted through external competent agency
to ensure zero accident and cover all employees and contract
workmen for safety related training.

ENVIRONMENTAL PROTECTION:

The Company recognizes Environment Management as an
integral function of its operations. Towards this, your Company
has adopted appropriate technology for control of pollutants at
source.

• Vadodara Plant:

Disposal of e-waste generated has been arranged through
Central Pollution Control Board (CPCB) registered Vendors.

• Surat Lignite Power Plant (SLPP):

During the year under review, your Company replaced
internals of total two (2) fields of Electrostatic Precipitator
(ESP) and revived 1 no. dummy ESP fields along with
repair/ replacement/ strengthening of ESP casing/ structure
at total expenditure of approx. ' 06.23 Crores to reduce
Suspended Particulate Matter (SPM) emission through stack
/ chimney to meet new Environmental norms of Ministry of
Environment, Forest & Climate Change (MoEF & CC), Govt.
of India.

Your Company has generated green campus/ environment
for better green coverage.

GROWTH PLANS:2375 MW KHAVDA RENEWABLE ENERGY (RE) PARK:

Your Directors are pleased to inform that the Company has been
allotted land by Government of Gujarat (GoG) in the Great
Rann of Kutch near Khavda for development of a 2375 MW
Renewable Energy (RE) Park. The said RE Park forms part of the
prestigious 30 GW Renewable Energy Park being developed near
the International Border in the Great Rann of Kutch, envisaged
as one of the world's largest renewable energy development
initiatives.

The Ministry of New and Renewable Energy (MNRE),
Government of India, has approved the 2375 MW RE Park under
the Ultra Mega Renewable Energy Power Project (UMREPP)
Scheme - Mode 8, thereby enabling the project to avail the
benefits of Central Financial Assistance (CFA).

Your Directors further inform that major work orders for
development of critical RE Park infrastructure, including Pooling
Substations (PSS), internal roads, drainage systems and associated
infrastructure facilities have been awarded and substantial
progress has been achieved at site.

The dedicated 400 kV Transmission Line from Pooling
Substation-1 (PSS - 1) up to KPS-II Substation has been successfully
completed and charged on 30^th April, 2025. Further, PSS-1 has
been successfully energized and is fully available for evacuation
of the entire designated power capacity of 1200MW.

The Company has also successfully completed the construction
of internal roads, drainage networks and pond development
works within the RE Park area, thereby establishing critical
infrastructure required for seamless project execution and future
operations.

Construction activities for the 1200 MW Pooling Substation-2
(PSS-2) are presently at an advanced stage and are being
executed in synchronization with the readiness of PSS - 2 to
KPS-2 transmission line and the terminating bay at KPS-II CTUIL
Substation for grid integration and power evacuation.

The Company is progressing with the development of the RE
Park in a phased and systematic manner, and the entire RE Park
capacity is expected to be fully developed and operational by
December, 2026.

500 MW SOLAR PROJECT AT KHAVDA

Your Directors are pleased to inform that the Company has
executed a Power Purchase Agreement (PPA) with Gujarat
Urja Vikas Nigam Limited (GUVNL) in October, 2023 for
development of the 500 MW Solar PV Project at the Khavda
RE Park. The said PPA has subsequently been approved by the
Gujarat Electricity Regulatory Commission (GERC) vide its Order
dated 25/09/2024. This 500MW Solar Power Plant is partly
ready for commissioning and awaiting readiness of CTUIL for
charging and power evacuation. Full commissioning is expected
by November, 2026.

750 MW THERMAL PROJECT

GIPCL has been entrusted by the Government of Gujarat to set
up a 750 MW Lignite based Thermal Power Project in July, 2025
to improve grid stability and meet the growing power demand
of the South Gujarat region. GUVNL has also given in-principle
approval for 25-year PPA in month of August, 2025. Lignite for
the Power Plant will be supplied by GMDC from their Valia
Mine (E, F, G) Blocks.

Land for the Power Project is in possession at Village: Vastan,
Taluka: Mangrol, Dist: Surat. Project Management and
Environment Consultants have been appointed and major site
enabling activities have been completed. EPC tender for the 750
MW has been floated on 1 7/06/2026.

GIPCL - SLPP PHASE - I UNITS (2X125 MW; UNIT-1&2):
RENOVATION, MODERNIZATION (R&M) AND LIFE
EXTENSION (LE)

GIPCL Surat Lignite Power Plant (SLPP) Phase-I Units (Unit-
1 & 2, 2x125 MW) were commissioned in year 1999 and are
in commercial operation since 15/02/2000. The Units have
completed more than 26 years of operation. Because of ageing
of Units and deterioration in Lignite quality vis-a-vis design
value, there is increase in System Partial Loading. Renovation
& Modernization (R&M) is necessary to reduce System Partial
Loading, Forced Outages, improve Reliability and Availability of
the Units and extend Life.

Detailed Project Report (DPR) was finalized in February, 2024
and GUVNL has given approval in May, 2025 for the DPR and
Techno-Commercial Proposal involving life extension of 10
years. Project Management Consultant has been appointed for
R&M and LE activities.

Order has been placed on BHEL in month of April-2026 for the
identified R&M activities. Based on BHEL delivery schedule,
Renovation and Modernization (R&M) implementation is
planned in FY 2028-29 (first unit) and FY 2029-30 (second unit).
ENERGY STORAGE

The 165 MW Station-II is being re-purposed as a Long Duration
Battery Energy Storage System (BESS) using Vanadium Redox
Flow Battery Technology for the first time on grid scale in the
country.

The assets of Gas Power Plant shall be refurbished and utilized
to optimize BESS cost and implementation timeline. GUVNL
has given in-principle approval for the establishment of Pilot
20MW / 120MWH VRFB facility under Section-62 of the
Electricity Act, 2003. EPC tender process is underway.

Accreditation for Integrated Management System (IMS) under
ISO certifications:

Your Directors are pleased to inform that your Company has
been successfully Recertified for Integrated Management System
(IMS) with Renewal of ISO 9001:2015, ISO 14001:2015, ISO
45001:2018 & ISO 50001:2018 certifications for further period
of three (3) years, on the basis of audit result / findings done in
the year 2025 and commitment from Top Management.

Awards and Accolades:

Your Directors are pleased to inform that during the year under

review, the Company has received following Awards:

• GIPCL-SLPP received "Environment Excellence
Award-2025" under "IPP below 500 MW-Lignite" category
during 9^th annual Environment Excellence Award-2025
program organized by Mission Energy Foundation on
12^th June, 2025.

• GIPCL-SLPP received "Thermal Transition Award-2025"
under "Best Overall Decarbonization Initiative - Medium
(100-500 MW)" category during "Thermal Energy
Decarbonization (TED) India - 2025" Conference and
Awards program organized by Mission Energy Foundation
on 26^th September, 2025.

• GIPCL-SLPP received "National Power-Gen Water
Management Award-2026" from Council of Enviro
Excellence (CEE) on 02^nd February, 2026.

• GIPCL-SLPP received "The GEEF Global Environment
Award-2026" for outstanding achievements in Environment
Management in Power Generation Sector under "Diamond"
category, during "Global Clean Energy Summit 2026"
program organized by Global Energy & Environment
Foundation (GEEF) on 06^th February, 2026.

• GIPCL - SLPP awarded Winner of "National Fly Ash
Utilization Award-2026" for Fly Ash Utilization in Thermal
Power Stations in "Overall Champion - Fly Ash Management
Excellence IPP 500-1500 MW" category, at 15^th Fly Ash
Utilization Conference - Expo - Awards - 2026, Organized
by Mission Energy Foundation, supported By Ministry
of Coal, Ministry of Power, Ministry of Road Transport
and Highways and Ministry of Environment & Forest on
28^th February, 2026.

• GIPCL-SLPP received "Best-in-Class Efficiency Award"
under "Lignite Unit (above 250 MW)" Category, during
National Efficiency Awards program organized by Mission
Energy foundation on 13^th March, 2026.

• GIPCL-SLPP received "Best O&M Practices Award" under
"Lignite-Based Power Units" Category, during National
Efficiency Awards program organized by Mission Energy
foundation on 13^th March, 2026.

• GIPCL-SLPP received "Excellent Energy Efficient IPP Lignite
Plant of the Year Award", during 5^th National Power-Gen
Energy Efficiency Awards-2026 program organized by
Council of Enviro Excellence (CEE) on 23^rd March, 2026.

• GIPCL-SLPP received "Excellent Energy Efficient Plant Load
Factor (PLF) Plant of the Year Award", during 5^th National
Power-Gen Energy Efficiency Awards-2026 program
organized by Council of Enviro Excellence (CEE) on
23^rd March, 2026.

• In recognition of exemplary compliance and performance
in areas such as safety, environmental management,
rehabilitation of project-affected families, and welfare of
workers, the Ministry has instituted a Star Rating system for
all Coal and Lignite Mines across India.

• This system aims to identify and reward the best-performing
mines that demonstrate outstanding adherence to regulatory
norms and sustainable mining practices.

• Vastan Limestone Mine achieved the highest recognition (5
Star Rating) for outstanding performance for performance
year 2023-24 on dated 10^th May, 2025.

• Vastan Lignite Mine and Valia Lignite Mine were each
awarded a 4 Star Rating for performance year 2023-24
on dated 7^th May, 2025, reflecting strong compliance and
performance in key evaluation areas.

Subsidiary:

The Company has no Subsidiary as at the end of the year under
review.

Public Deposits:

During the year 2025-26, your Company has not accepted /
renewed any Fixed Deposit. As on the date of this Report, there
is no Deposit either unpaid / unclaimed or due for transfer to
Investors' Education and Protection Fund (IEPF).

Particulars of Loans, Guarantees or Investments:

Loans, guarantees and investments covered under Section 186 of
the Companies Act, 2013 form part of the Notes to the financial
statements provided in this Annual Report.

Listing Regulations Compliance:

Equity Shares of your Company are listed on BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE) and their
Listing Fees for the FY 2025-26 have been paid.

During the year, the Company has complied with the provisions
of the SEBI Listing Regulation, 2015.

Insurance:

The properties and the insurable interest of the Company are
adequately insured. The Company has also taken necessary
insurance cover as required under the Public Liability Insurance
Act, 1991.

Corporate Social Responsibility (CSR) Initiatives:

As a part of its CSR initiatives, the Company has undertaken
projects in the areas of Health, Education, Livelihood,
Development of Village Infrastructure, etc. These projects are
in accordance with Schedule VII to the Companies Act, 2013.

A Report on CSR activities is annexed to this Report as
Annexure 'A'.

Energy Conservation and Technology Absorption:

The measures taken by your Company towards Energy
Conservation and Technology Absorption are given in the
Annexure 'C' to this Report. These measures have resulted in
saving at SLPP of about 16.73 Million Units (MUs) Electrical
Energy and 0.81 Lakh Tonnes Lignite aggregating to total saving
of around ' 1 7.32 Crores.

Related Party T ransactions:

Pursuant to Regulation 23(4) of the SEBI (LODR) Regulation
Amendments, 2021, the Company has taken prior approval
from its Members of the Company through Postal Ballot
dated 14/03/2025 for the approval of Material Related Party
Transactions with Promoters i.e. GUVNL, GACL and GSFC,
however, no transactions are in conflict with the Company's
overall interest and also said transactions are in ordinary course
of business and at arm's length basis.

All related party transactions are placed before the Audit
Committee and / or to the Board for approval / noting as the case
may be. Omnibus approval of the Audit Committee has been
obtained for transactions which are of repetitive nature.
Particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013, in the
prescribed Form AOC-2, is appended as Annexure 'D' and forms
part of this Report.

The Policy on Related Party Transactions (RPTs) is uploaded and
can be accessed on the website of the Company www.gipcl.
com.

None of the Directors has pecuniary relationships or transactions
vis-a-vis the Company.

Vigil Mechanism or Whistle Blower Policy:

The Company has a Vigil Policy / Whistle Blower Policy to deal
with instance of fraud and mismanagement, if any. The said
Policy is explained in the Corporate Governance Report and also
posted on the website of the Company www.gipcl.com.
Directors' Responsibility Statement:

The Board of Directors of the Company confirms:

a. that in the preparation of the annual accounts, the
applicable accounting standards have been followed along
with proper explanation relating to material departure;

b. that the selected accounting policies were applied
consistently and the Directors made judgement and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at
31^st March, 2026 and of the profit of the Company for the
year ended on that date;

c. that proper and sufficient care has been taken for
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 have been prepared on a going
concern basis;

e. internal financial controls to be followed by the Company
have been laid down and that such internal financial
controls are adequate and operating effectively; and

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

Management Discussion and Analysis:

A Report on Management Discussion and Analysis dealing
with Business Operations and Performance, Expansion Project,
Opportunities and Risks / Concerns, Safety and Environment,
Human Resource Development, Corporate Social Responsibility,
Controls and Audit Systems, etc. is annexed forming part of this
Report.

Corporate Governance:

A detailed Report on Corporate Governance along with
Certificate issued by M/s. TNT & Associates., Practicing Company
Secretaries, Vadodara (FRM NO. P2018GJ069800) is annexed
forming part of this Report.

Business Responsibility & Sustainability Report (BRSR):

A detailed Report on Business Responsibility & Sustainability
Report (BRSR), as applicable to your Company for the Financial
Year ended on 31^st March, 2026, under regulation 34(2)(f) of SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015, is annexed forming part of this Report.

Risk Management:

Pursuant to the applicable provisions of Regulation 21 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations
(Second Amendment), 2021, effective from 5^th May, 2021, the
Company is required to frame Risk Management Policy and
constitute a Risk Management Committee of Directors.

However, the Board of Directors of the Company has been
reviewing the Report on Risk Management and Risk Minimization
on quarterly basis much before the mandatory applicability
of provisions of said Regulation of (Listing Obligations and
Disclosure Requirements) Regulations (Second Amendment),
2021 became effective.

The Company has constituted an Internal Risk Management
Committee consisting of Senior Officials of the Company which
has well laid down system and procedure of regular monitoring
of various kinds of risks that are inherent to the nature of
its business and operations. The Internal Risk Management
Committee submits its Report to the Risk Management
Committee of Directors and regular reporting on quarterly basis
is done to the Board of Directors on Risk assessment and steps
taken to mitigate/minimize the same.

Internal Financial Controls:

The Company has designed and implemented a process
driven framework for Internal Financial Controls ('IFC') within
the meaning of the explanation to section 134(5)(e) of the
Companies Act, 2013. For the FY 2025-26, the Board is of the
opinion that the Company has in all material respects a sound
Internal Financial Control System in place, commensurate with

the size, scale and complexity of its business operations and the
said Internal Financial Control System is operating effectively.
The Company has, in place, a process to continuously monitor
the same and identify gaps, if any, and implement new and /
or improved Internal Controls whenever the effect of such gaps
would have a material effect on the Company's operations.
Credit Rating:

M/s. CARE Ratings Limited has awarded / reaffirmed i) "CARE
AA-; Stable" rating in respect of Long-term Bank facilities of
' 4,892.01 crores, ii) "CARE AA-; Stable / CARE A1 " rating in
respect of Long Term / Short Term Bank Facilities of ' 668.70
crores and iii) "CARE A1 " rating in respect of Short-Term Bank
Facilities of ' 720.00 crores during FY 2025-26.

Compliance with Secretarial Standards:

The Secretarial Standards issued and notified by the Institute of
Company Secretaries of India have been generally complied
with by the Company during the Financial Year 2025-26.

Key Managerial Personnel:

There was no change in Key Managerial Personnel (KMP) during
the year under review. The following are the KMPs as on date
of this Report:

Directors:

The following changes have taken place in the Board of Directors
of the Company since the 40^th Annual General Meeting held last
year on 20/09/2025:

Pursuant to the provisions of Section 149, 152 and 161 of the
Companies Act,2013 (the Act) and the Companies (Appointment
and Qualification of Directors) Rules, 2014 (the Rules) and any
other applicable provisions of the Act and the Rules made there
under (including any statutory modification(s) or re-enactment
thereof for the time being in force) and Regulation 17(1 C)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Article 88 and Article 94 of the
Articles of Association of the Company and Government of
Gujarat (GoG), Energy & Petrochemicals Department Letter No.
EpCd/0509/07/2025 dated 28/07/2025 and as recommended
by the Nomination and Remuneration Committee of Directors,
the Board of Directors appointed Dr. Jayanti S. Ravi, IAS
(DIN:07327139), Additional Chief Secretary (Revenue), Revenue
Department, Government of Gujarat, as an Additional Director,
Nominee of Government of Gujarat w.e.f. 02/08/2025 and the
same will be ratified through Ordinary Resolution at 40^th AGM
on 20/09/2025.

Further, Shri J P Shivahare, IAS (DIN:07162392) Director
(Nominee of Gujarat Urja Vikas Nigam Limited) ceased to
hold office of Director w.e.f. 06/11/2025, consequent upon
his resignation due to transfer. The Board places on records its
sincere appreciation for the valuable guidance provided by Shri J
P Shivahare, IAS (DIN:07162392) during his tenure as Nominee
Director of the Company.

Further, Smt Avantika Singh Aulakh, IAS (DIN:07549438)
Director (Nominee of Gujarat Alkalies and Chemicals Limited)
ceased to hold office of Director w.e.f. 29/12/2025, consequent
upon her resignation. The Board places on records its sincere
appreciation for the valuable guidance provided by Smt
Avantika Singh Aulakh, IAS (DIN:07549438) during her tenure
as Nominee Director of the Company.

Pursuant to the provision of Sections 152, 161 and all the
applicable provisions, if any, of the Companies Act, 2013 (the Act)
and the Companies (Appointment and Qualification of Directors)
Rules, 2014 (the Rules) (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force) read with
Article 93 of the Articles of Association of the Company and
Nomination Letter No. SEC/GIPCL-DIR/2025 of the Gujarat
Alkalies and chemicals Limited (GACL), the appointment of Shri
Sanjay Kumar Shukdev Bhatt (DIN:02025125), as an Additional
Director (Nominee of Gujarat Alkalies & Chemicals Limited) on
the Board of the Company with effect from 12/02/2026 and the
same has been ratified by the members of the Company by way
of ordinary resolutions through Postal Ballot on 26/03/2026.
Pursuant to the provisions of Section 152, 161 and all other
applicable provisions, if any, of the Companies Act, 2013 (the Act)
and the Companies (Appointment and Qualification of Directors)
Rules, 2014 (the Rules) (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force) read with
Article 89 of the Articles of Association of the Company and Office
Order No. FD/0484/01/2026 dated 22/01/2026 of the Finance
Department, Government of Gujarat (GoG), Shri Sandeep
Rajendraprasad Kumar, IAS,(DIN:06576903) as an Additional
Director (Nominee of Government of Gujarat) of the Company
with effect from 12/02/2026 and consequently ceased to hold
the office of Director with effect from 19/02/2026 consequent
upon nomination changed by the appointing authority through
the Office Order No. FD/0396/02/2026 dated 18/02/2026. The
Board places on records its sincere appreciation for the valuable
guidance provided by Shri Sandeep Rajendraprasad Kumar, IAS
(DIN:06576903) during his tenure as Nominee Director of the
Company.

Pursuant to the provisions of Section 152, 161 and all other
applicable provisions, if any, of the Companies Act, 2013
(the Act) and the Companies (Appointment and Qualification
of Directors) Rules, 2014 (the Rules) (including any statutory
modification(s) or re-enactment(s) thereof for the time being
in force) read with Article 89 of the Articles of Association of

the Company and Office Order No. FD/0396/02/2026 dated
18/02/2026 of the Finance Department, Government of Gujarat
(GoG), Shri Jenu Devan, IAS (DIN:07852736) as an Additional
Director (Nominee of Government of Gujarat) of the Company
with effect from 1 7/03/2026 and the same has been ratified by
the members of the Company by way of ordinary resolutions
through Postal Ballot on 14/06/2026.

Pursuant to the provision of Sections 152, 161 and all the
applicable provisions, if any, of the Companies Act, 2013
(the Act) and the Companies (Appointment and Qualification
of Directors) Rules, 2014 (the Rules) (including any statutory
modification(s) or re-enactment(s) thereof for the time being
in force) read with Article 93 of the Articles of Association
of the Company and Nomination Letter No. EPCD/AOC/e-
file/20/2025/2315/K of the Government of Gujarat (Energy and
Petrochemicals Department), the appointment of Smt. Shalini
Shivkumar Agarwal, IAS (DIN:08172014), as an Additional
Director (Nominee of Gujarat Urja Vikas Nigam Limited) on
the Board of the Company with effect from 22/04/2026 and the
same has been ratified by the members of the Company by way
of ordinary resolutions through Postal Ballot on 14/06/2026.

Shri Kanyo Sadhuram Badlani, (DIN:10237996) and Shri Sanjay
S. Bhatt (DIN:02025125) Directors of the Company retire by
rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.

Further, your Directors also recommend for your approval,
resolutions at Sr. 03 to 04, of the Notice convening the 41^st AGM
for the re-appointment of Shri K S Badlani, (DIN:10237996) &
Shri Sanjay S. Bhatt (DIN:02025125) as Director of the Company,
liable to retire by rotation.

Number of Board Meetings:

The Company has complied with the provisions for holding
Board Meetings and the gap between any two meetings did not
exceed 120 days. Six (06) Meetings of the Board of Directors
of the Company were held during the year under review on
08/04/2025, 22/05/2025, 12/08/2025, 12/11/2025, 12/02/2026,
and 1 7/03/2026.

Policy on Directors' Appointment and Remuneration:

The Company has formulated and adopted a Policy on Directors'
Appointment and Remuneration and the same is accessible on
the website of the Company www.gipcl.com.

Performance Evaluation of Board, Committees and Directors:

Pursuant to the provisions of Section 178(2) of the Companies
Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company
has constituted a Nomination & Remuneration (NR) Committee
of Directors to, inter alia; evaluate the performance of
Directors, including Independent Directors, Executive Director,
Chairperson, the Board and various Committees of the Board.

The Nomination & Remuneration Committee evaluates the
performance of each member of the Board of Directors as per the
Nomination and Remuneration Policy of the Company framed in
accordance with the provisions of Section 1 78 of the Act and as
per the evaluation criteria defined by the NR Committee.

The Evaluation of the Board and its Committees is carried
out by the Board. The Evaluation of Independent Directors is
also carried out by the entire Board except the Director being
evaluated, in the same manner as it is done for other Directors
of the Company.

The Evaluation of the Executive Director and the Chairperson
of the Company are carried out by the entire Board except
the Director being evaluated. The meeting for the purpose of
evaluation of performance of Board Members is held at least
once in a financial year. The Company has disclosed the criteria
laid down by the Nomination & Remuneration Committee for
performance evaluation, on its website for reference and also in
the Annual Report of the Company.

Appraisal of each Director of the Company is based on the
skills matrix identified by the Board of Directors as required
in the context of its business(es) and sector(s) for it to function
effectively and those actually available with the Board, are
Strategic Leadership, Financial Expertise, General Management,
Governance Practices, Corporate Practices and Professional /
Technical Expertise.

Particulars of Employees:

The information required pursuant to Section 197 read with
Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees
of the Company, is not applicable as no Employee was paid
remuneration during the year in excess of ' 1.02 Crores when
employed throughout the year and ' 8.50 Lakhs per month when
employed for a part of the year. Further, there was no employee
holding 2% or more of the equity shares of the Company during
2025-26.

The information required pursuant to Section 197 read with
Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, in respect of employees of
the Company, will be provided upon request.

The details of top ten employees in terms of remuneration drawn
during the year 2025-26 is given at Annexure 'E' to this Board's
Report.

In terms of Section 136 of the Act, the Report and Accounts are
being sent to the Members and others entitled thereto, excluding
the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the
Company between 10:00 a.m. to 12:00 noon on all working
days of the Company up to the date of the ensuing 41^st AGM.
None of such employees is a relative of any Director of the
Company.

None of such employees hold [by themselves or along with their
spouse and dependent children(s)] more than two percent of the
equity shares of the Company.

AUDITORS:

(i) Internal Auditors:

M/s. Parikh Mehta & Associates, Chartered Accountants,
Vadodara, (ICAI Firm Reg. No.:01 12832W) were appointed
as Internal Auditors of the Company for the Financial Year
2025-26 and they have submitted their Report to the Audit
Committee of Directors.

M/s. Parikh Mehta & Associates, Chartered Accountants,
Vadodara, (ICAI Firm Reg. No.:01 12832W) have been
re-appointed as Internal Auditors of the Company for the
Financial Year 2026-27.

The Audit Committee of Directors periodically reviews the
reports of Internal Auditors.

(ii) Statutory Auditors:

As recommended by the Audit Committee, the Board
of Directors, the shareholders at their 40^th AGM,
have appointed M/s. K C Mehta & Co. LLP, Chartered
Accountants, Vadodara (Firm Registration No. 106237W/
W100829) as Statutory Auditors of the Company for
a period of five consecutive financial years i.e. from
FY 2025-26 to FY 2029-30 to hold office from the conclusion
of this 40^th Annual General Meeting to the conclusion of the
45^th Annual General Meeting.

(iii) Cost Auditors:

Cost records as specified by the Central Government under
sub section (1) of Section 148 of the Companies Act, 2013,
have been maintained by your Company during the year
under review.

M/s. Dalwadi & Associates (Firm Registration No.000338)
were appointed as Cost Auditors of the Company for the
Financial Year 2025-26.

The Board of Directors has reappointed M/s. Dalwadi &
Associates (Firm Registration No.000338) as Cost Auditors
of the Company for the Financial Year 2026-27, subject to
shareholders' ratification to the remuneration payable to
the Cost Auditors.

Resolution at Sr. No. 05 of the Notice of 41^st AGM is
recommended for ratification of the Members for the
remuneration payable to Cost Auditors for the Financial
Year 2026-27.

(iv) Secretarial Auditors:

Pursuant to Regulation 24A of the SEBI (LODR) Regulations,
2015, and as approved by the members at 40^th Annual
General Meeting, the Board of Directors had appointed
M/s. TNT & Associates, Practicing Company Secretaries,
Vadodara, (Firm Registration No. P2018GJ069800) as
Secretarial Auditors of the Company for five financial years
i.e. F.Y. 2025-26 to F.Y. 2029-30. Secretarial Audit Report
of M/s. TNT & Associates for the Financial Year 2025-26
ended on 31^st March, 2026 in the prescribed Form-MR 3 is
annexed to this Report as Annexure 'B'.

Qualifications / Adverse Observations of Auditors:

The Statutory Auditors have not reported any qualifications
/adverse observations.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.
Investor Education and Protection Fund (IEPF)

Transfer of Dividend and corresponding Equity Shares to the
Investor Education and Protection Fund.

During the Financial Year 2025-26, unclaimed dividend for
the Financial Year 2017-18 aggregating ' 21,04,548.00 was
transferred to Investor Education and Protection Fund (IEPF).

The Company has also transferred ' 26,02,582.00 to the bank
account of the IEPF towards dividend declared by the Company
for the Financial Year 2024-25 for such shares which were
transferred to the IEPF earlier.

During the Financial Year 2025-26, the Company has also
transferred 52,147 Equity Shares to the IEPF in respect of which
dividends remained unclaimed for seven consecutive years,
pursuant to the provisions of Section 124 of the Companies
Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
as amended.

Shareholders may claim their unclaimed dividend for the years
prior to and including the Financial Year 2018-19 and the
corresponding shares, if any, from the IEPF Authority by applying
in the prescribed Form No. IEPF-5.

This form can be downloaded from the Website of the IEPF
Authority at www.iepf.gov.in, the access link of which is also
available on the Company's website at www.gipcl.com under
the section 'Investors'.

Attention of the Members is drawn that the unclaimed dividend
for the Financial Year 2018-19 and the corresponding shares
will be due for transfer to the IEPF on 27^th October, 2026, for
which purpose communication has been sent to the concerned
Shareholders advising them to claim their dividends. Notices in
this regard have also been published in newspapers. Details of
such shares are available on the Company's website under the
section 'Investors'.

Details of Nodal Officer

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

The Company has also displayed the above details of Nodal
Officer on its website at www.gipcl.com
Dividend Distribution Policy

As per the recent amendment in the SEBI Listing Regulations, the
Dividend Distribution Policy has been made applicable to Top
1000 companies as per Market Capitalization as on 31/03/2021.

Accordingly, the Board of Directors of the Company at its
Meeting held on 07/08/2021 has adopted "Dividend Distribution
Policy" effective from 07/08/2021, which is available on
the Company's website at https://www.gipcl.com/webfiles/
resources/1 7532024025348Dividend-Distribution-Policy.pdf
The Board of Directors have reviewed the said Policy at its
Meeting held on 22/05/2025.

Risk Management Policy

The Company had re-constituted the Risk Management
Committee of Directors during the year. At present the said
Committee consists of following Directors:

To ensure timely compliance, the Board noted that the second
five year term of Shri Narendra Nath Misra (DIN:00575501),
Independent Director, will conclude at the 41^st Annual General
Meeting in September, 2026. Accordingly, the Board approved
reconstitution of the Risk Management Committee by co¬
opting Shri Susanta Kumar Roy as a member, effective from the
meeting held on 12^th February, 2026 and designated him as
Chairman of the Committee, effective from the meeting held on
11^th August, 2026.

Pursuant to provisions of Regulations 17 & 21 of SEBI Listing
Regulations and Sections 134 & 177 of the Companies Act,
2013 ("the Act") and other applicable provisions, if any,
of the SEBI Listing Regulations and the Act, the Board of
Directors of the Company has also approved and framed "Risk
Management Policy" of the Company, which is available on
the website of the Company at https://www.gipcl.com/webfiles/
resources/30452023034525Risk-Management-Policy.pdf
The Board of Directors have reviewed the said Policy at its
Meeting held on 22/05/2025.

Annual Return and Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return as on March 31, 2026, is available on the
Company's website on https://www.gipcl.com/notice.aspx
Disclosure under the Sexual Harassment of Women at Work
Place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has formulated and implemented a policy as well
as constituted an Internal Complaints Committee on prevention
of sexual harassment at workplace as required by the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. During the year under review, there
were no cases filed under the Sexual Harassment of Women
under Workplace (Prevention, Prohibition and Redressal) Act,
2013.

Details of the Complaints:

Disclosure of Maternity Benefit Compliances: -

Your Company is in compliance of Maternity Benefit Act, 1961
for the year under review.

Material Changes and Commitments:

No material changes and commitments affecting the financial
position of the Company have occurred between the end of
financial year, to which, this financial statement relates and the
date of this Report, hence not reported.

General Disclosures:

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the year under review:

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

b) Details of remained, unpaid or unclaimed dividend at the
end of year.

c) Issue of equity shares with differential right as to dividend,
voting or otherwise.

d) Issue of shares (including Sweat Equity Shares) to employees
of the Company under any scheme.

e) Neither the Managing Director nor the Whole Time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

f) No significant or material order, is passed by the Regulators
or Courts or Tribunals, which impact the going concern
status and Company's operations in future.

Acknowledgements:

The Board of Directors places on record its gratitude and
appreciation to the Government of India, Government of
Gujarat, Financial Institutions, Banks, Insurance Companies,
Business Associates, Promoters, Shareholders and Employees
of the Company for their valuable support and faith reposed by
them in the Company.

For and on behalf of the Board
Sd/-

Dr. Jayanti S. Ravi, IAS
Chairperson
(DIN:07327139)

Date : 11/08/2026
Place : Gandhinagar