| 
                                                    
 BOARD'S REPORT  
To, 
The Members of 
Gujarat Fluorochemicals Limited 
The Board of Directors is pleased to present the Seventh Board's Report on the business
and operations of Gujarat Fluorochemicals Limited ("the Company") together with
the summary of Standalone and Consolidated Financial Statements for the Financial Year
ended 31st March, 2025. 
1. FINANCIAL PERFORMANCE 
Key highlights of consolidated and standalone financial performance for the year ended
31st March, 2025, are summarised as under: 
  
     | 
     | 
     | 
     | 
    (Rs. in Crores) | 
   
  
    Sr. No. Particulars  | 
    Standalone  | 
    Consolidated  | 
   
  
     | 
    2024-25 | 
    2023-24 | 
    2024-25 | 
    2023-24 | 
   
  
    1. Revenue from Operations  | 
    4,564.55 | 
    4,022.15 | 
    4,737.49 | 
    4,280.82 | 
   
  
    2. Other Income  | 
    112.13 | 
    113.89 | 
    115.69 | 
    106.93 | 
   
  
    3. Total Revenue (1+2)  | 
    4,676.68 | 
    4,136.04 | 
    4,853.18 | 
    4,387.75 | 
   
  
    4. Total Expenses  | 
    3,936.81 | 
    3,577.57 | 
    4,140.24 | 
    3,792.66 | 
   
  
    5. Share of Loss of joint venture  | 
    - | 
    - | 
    (*) | 
    (*) | 
   
  
    6. Profit before exceptional items and tax (3-4+5)  | 
    739.87 | 
    558.47 | 
    712.93 | 
    595.09 | 
   
  
    7. Exceptional Items  | 
    - | 
    - | 
    - | 
    - | 
   
  
    8. Profit before tax (6 + 7)  | 
    739.87 | 
    558.47 | 
    712.93 | 
    595.09 | 
   
  
    9. Tax Expenses (Current Tax and Deferred Tax)  | 
    164.28 | 
    142.66 | 
    166.97 | 
    162.59 | 
   
  
    10. Tax pertaining to earlier years  | 
    (*) | 
    (2.94) | 
    (*) | 
    (2.45) | 
   
  
    11. Profit for the year (8-9-10)  | 
    575.36 | 
    418.75 | 
    545.96 | 
    434.95 | 
   
  
    12. Other comprehensive income  | 
    0.23) | 
    0-72) | 
    10.93 | 
    2.64 | 
   
  
    13. Total Comprehensive Income (11+12)  | 
    574.13 | 
    417.02 | 
    556.89 | 
    437.59 | 
   
  
    Attributable to Owners of the Company  | 
    - | 
    - | 
    556.99 | 
    437.59 | 
   
  
    Non-controlling Interest  | 
    - | 
    - | 
    (*) | 
    (*) | 
   
 
(*) Amount is less than Rs. 0.50 Crore. 
Consolidated Financial Statements 
As per Regulations 33 and 52 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
"SEBI Listing Regulations") and applicable provisions of the Companies Act, 2013
("the Act") read with the Rules issued thereunder, the Consolidated Financial
Statements of the Company for the Financial Year 2024-25 have been prepared in compliance
with applicable Indian Accounting Standards prescribed under Section 133 of the Act and
other accounting principal generally accepted in India and on the basis of Audited
Financial Statements approved by the Board of Directors of the Company. 
The 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 2024-25 shall be laid before the Annual General Meeting
for approval of the Members of the Company. 
2. STATE OF COMPANY'S AFFAIRS Standalone: 
On a standalone basis, the revenue for FY 2024-25 was Rs. 4,564.55 Crores, higher by
13% percent over the previous year's revenue of Rs. 4,022.15 Crores in FY 2023- 24. The
PAT attributable to Shareholders for FY 2024- 25 and FY 2023-24 was Rs. 575.36 Crores and
Rs. 418.75 Crores, respectively. 
Consolidated: 
On a consolidated basis, the revenue for FY 2024-25 was Rs. 4,737.49 Crores, higher by
10% over the previous year's revenue of Rs. 4,280.82 Crores. The profit after tax (PAT)
attributable to Shareholders and non-controlling interests for FY 2024-25 and FY 2023-24
was Rs. 545.96 Crores and Rs. 434.95 Crores, respectively. 
For more details on the Standalone and Consolidated performance, please refer to
Management Discussion and Analysis Report. 
3. MATERIAL EVENTS 
Change in situation of Registered Office of the Company 
The Office of the Regional Director, North-Western Region, Ahmedabad vide its Order
dated 6th June, 2025 approved the Shifting of Registered Office of the Company
from the State of Gujarat to the State of Himachal Pradesh and alteration of Clause 2 of
the Memorandum of Association. 
In view of the above, the Company has filed e-form INC- 22 for notice of change of
situation of Registered Office of the Company from the State of Gujarat to the State of
Himachal Pradesh with the Registrar of Companies and accordingly the Registered Office of
the Company is shifted to Plot No. 1, Khasra Nos. 264 to 267, Industrial Area, Una-
174303, Himachal Pradesh. 
Composite Scheme of Arrangement 
The Board of Directors of the Company has approved the proposed 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 Companies Act, 2013
("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). 
As per the Part B of the Scheme: 
(a) The 5,77,91,906 equity shares of 7 1 each, held by ILFL in GFCL, will stand
cancelled; 
(b) 5,77,91,906 equity shares of GFCL of the face value of 7 1 each fully paid-up will
be issued and allotted as fully paid-up to the equity shareholders of ILFL in the
proportion of their holding in ILFL. 
Upon approval of the Scheme from all Stakeholders viz. Shareholders, Creditors and
Regulatory Authorities (BSE Limited, National Stock Exchange of India Limited, 
Securities and Exchange Board of India, Reserve Bank of India and National Company Law
Tribunal or any such other authority as applicable) the Scheme will become effective on
and from the Appointed Date viz. 1st April, 2025, as modified by the Board of
Directors of the Company in their Meeting held on 26th December, 
2024, from the earlier appointed date of 1st January, 
2025. 
4. DIVIDEND 
During the year, the Company has paid Final Dividend for the Financial Year 2023-24 at
Rs. 3/- per Equity Share of Rs. 1/- each (300%) to the Shareholders of the Company. 
The Board is pleased to recommend a Final Dividend at Rs. 3/- per Equity Share of Rs.
1/- each (300%) for the financial year ended 31st March, 2025, subject to the
approval of Shareholders at the ensuing Annual Genera Meeting of the Company. 
According to Regulation 43A of the SEBI Listing Regulations, the Board has adopted a
Dividend Distribution Policy, which had been placed on the website of the Company and can
be accessed at the link: https://www.gfl.co.in/upload/pages/ 
ch3188797d3bc8c19fffd7aad5832d0f.pdf 
5. 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 2025, please refer to the 'Statement of Changes in
Equity' included in the Standalone and Consolidated Financial Statements of this
Integrated Annual Report. 
6. DEBT SECURITIES 
During the year, the Company has not issued any Non- Convertible Debentures as the
Company was not a Large Corporate as per the applicability criteria given under the
Chapter Xll of SEBI Operational circular dated August 10, 2021 (updated as on April 13,
2022) read with SEBI Circular no. SEBI/HO/DDHS/DDHS- RACPOD1 /P/CIR/2023/172 dated 19,h
October, 2023. 
7. FIRE INCIDENT 
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
amount as at 31st March, 2025 is Rs. 41.87 Crores (as at 31st March,
2024 Rs. 47.76 crores). The insurance company is in the process of determining the final
claim amount. Difference, if any, which in the opinion of management may not be
significant, will be recognized upon the final determination of the claim amount. 
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors 
Appointment/Re-appointment/Resignation: 
The following Directors are proposed for appointment/ re-appointment at the Seventh
Annual General Meeting of the Company: 
 Appointment of Director in place of Mr. Devendra Kumar Jain (DIN: 00029782) who
retires by rotation and being eligible, offers himself for reappointment. 
 Appointment of Mr. Sunil Kumar Singh Chauhan (DIN: 11229650) as Director and
Whole-time Director of the Company and approval on payment of remuneration to him, with
the effect from 5th August, 2025. 
Necessary Resolutions in respect of Director seeking appointment/re-appointment and
necessary information pursuant to Regulation 36(3) of the SEBI Listing Regulations are
provided in the Notice of the Seventh Annual General Meeting forming part of this
Integrated Annual Report. 
During the Financial Year 2024-25, the following Directors were appointed/re-appointed
post receipt of Shareholder's approval: 
 Re-appointment of Mr. Sanath Kumar Muppirala (DIN 08425540), as Whole-time
Director of the Company and approval on payment of remuneration to him, with effect from
28th April, 2025. However, Mr Sanath Kumar Muppirala had tendered his
resignation from the post of Director and Whole-time Director of the Company, with effect
from 5th August, 2025 due to his personal reasons. 
 Re-appointment of Mr. Niraj Kishore Agnihotri (DIN 09204198), as Whole-time
Director of the Company and approval on payment of remuneration to him, with effect from 1st
July, 2025. However, Mr. Niraj Kishore Agnihotri had tendered his resignation from the
post of Director and Whole-time Director of the Company, with effect from 5th
August, 2025 due to his personal reasons. 
 Re-appointment of Mr. Shesh Narayan Pandey (DIN 02000823) as Director and
Whole-time Director of the Company and approval on payment of remuneration to him, with
the effect from 14th August, 2025. However, Mr Shesh Narayan Pandey had
tendered his resignation from the post of Director and Whole-time Director of the Company,
with effect from 24th March, 2025 due to his personal reasons. 
Declaration of Independence 
The Independent Directors of the Company have given the declaration and confirmation to
the Company as reguired under Section 149(7) of the Companies Act, 2013 and Regulation
25(8) of SEBI 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 Key Managerial Personnel (KMP) of the Company as per Section 2(51) and
203 of the Companies Act, 2013: 
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 payable to Directors 
The Company has received request letters from Mr. Vivek Jain, Managing Director, and
Mr. Devendra Kumar Jain, Director, proposing 50% downward revision in the drawable limit
of the commission component of their remuneration for the Financial Year 2024-25. In
consideration of their requests, the Board has approved the revision of the commission
payable to Mr. Vivek Jain, Managing Director, to 1.25% per annum, and to Mr. Devendra
Kumar Jain, Director to 0.50% per annum for the Financial Year 2024-25. 
9. BOARD RELATED INFORMATION Meetings of the Board 
Five (5) Board Meetings were held during the financial year ended 31st
March, 2025. For further details, please refer to the Corporate Governance Report, which
forms part of this Integrated Annual Report. The intervening gap between the meetings was
within the period prescribed under the Act and the SEBI Listing Regulations. 
Composition of Audit Committee 
The Audit Committee comprised four (4) Members out of which three (3) are Independent
Directors and one (1) is an Executive Director. During the year under review, five (5)
Audit Committee Meetings were held, details of which are provided in the Corporate
Governance Report. During the year under review, there were no instances when the
recommendations of the Audit Committee were not 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 2024-25. Further, based on the feedback received by the Company,
the Nomination and Remuneration Committee at its Meeting held on 29th January,
2025 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 for Independent Directors 
The Company has conducted familiarization programme 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/cd8bc6770c75171361861 b235d3b9072. pdf. 
Nomination and Remuneration Policy 
The Nomination and Remuneration Policy of the Company is available at the web link
https://afl.co.in/ upload/pages/cb6ba6345d09cb9d81 6afl bb665c860a. pdf 
The salient features and objectives of the Policy are as follows: 
a. To 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. To formulate criteria for determining qualification, positive attributes and
Independence of a Director; 
c. To determine the composition and level of remuneration, including reward linked with
the performance, which is reasonable and sufficient to attract, retain and motivate
Directors, KMR 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
Companies Act, 2013 
To the best of their knowledge, belief and according to the information and
explanations obtained by your Directors, they make following statements in terms of
Sections 134(3)(c) of the Companies Act, 2013: 
i. in the preparation of the Annual Accounts for the Financial Year ended 31st
March, 2025, the applicable Accounting Standards and Schedule III of the Companies Act,
2013, 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 rregularities; 
iv. the 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's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of the SEBI 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 SEBI 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 SEBI 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
SEBI 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. 
10. 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. 
11. 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. 
12. SUBSUDIARY, JOINT VENTURE AND ASSOCIATE COMPANY  
The Company has eleven (11) Subsidiaries, one (1) Joint Venture and One (1) Associate
Company as on 31st March, 2025 within the meaning of Section 2(5) of the Act.
There has been no material change in the nature of the business of the subsidiaries. 
During the year under review, the following Step-down Subsidiaries of the Company were
incorporated: 
GFCL EV (SFZ) SPC, Wholly-owned Subsidiary of GFCL EV Products Limited, Subsidiary of
the Company was incorporated on 11th June, 2024 in Oman proposed to manufacture
other chemicals. 
 GFCL EV Products GmbH, Wholly-owned 
Subsidiary of GFCL EV Products Limited, 
Subsidiary of the Company was incorporated on 10th September, 2024 in
Hamburg, Germany proposed for import and export, processing, distribution, marketing and
storage of polymers and organic and inorganic compounds for catering to the needs of EV
and ESS battery chemical segment/s. 
 GFCL EV Products Pte. Ltd, Wholly-owned 
Subsidiary of GFCL EV Products Limited, 
Subsidiary of the Company incorporated on 7th January, 2025 in Singapore
proposed to make investment in subsidiary company and trading in various chemicals and
other products. 
Further, 1GREL Mahidad Limited was ceased as Wholly- owned Subsidiary and Subsidiary of
the Company w.e.f. 10,h February, 2025. 
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 ('AGM').  
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 reguired to be attached to this report have been uploaded on the
website of the Company www.gfl.oo.in. The Company has formulated a Policy for determining
Material Subsidiaries. The Policy may be accessed on the website of the Company at
https://gfl.co.in/upload/ pages/1 df90f4ee914983e2e0c7dd1 b0815cdd.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 
13. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES  
The CSR initiatives and activities are aligned to the reguirements 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://gfl.co.in/upload/ pages/6bl b59ceda092ea23f013e89e01 eb86d.pdf 
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY  
As per the provisions of Section 177(9) of the Act read with Regulation 22(1) of the
SEBI Listing Regulations, the Company is reguired 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://gfl.co.in/upload/
pages/586e7645e3df22f3cd8c55abc0ad6dce.pdf 
15. 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 Companies Act, 2013 read with the Rule 15 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI
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. Flence, there is no information to be
provided as reguired 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 reguired to be
annexed to this report. Further, the details of the transactions with Related Parties are
provided in the accompanying Financial Statements. 
16. DEPOSITS  
During the year under review, the Company has not accepted any deposits covered under
Chapter V of the Companies Act, 2013. Therefore, reguirement of disclosure of details
relating to deposits as per Section 134(3)(q) of the Companies Act, 2013 read with rules
made thereunder is not applicable. 
17. AUDITORS  
A. Independent Auditors  
The Members at their Sixth Annual General Meeting held on 27th September,
2024 had appointed M/s Patankar & Associates, Chartered Accountants, Pune as
Independent Auditors of the Company from the conclusion of 6th Annual General
Meeting until conclusion of 11th 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 Companies Act, 2013. 
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 2024-25 on a remuneration of Rs.
5,00,000/- p.a. 
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. 6 of the Notice convening the Seventh 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 2025-26. 
Internal Financial Controls 
The Company has adequate Internal Financial Controls commensurate with its size and
nature of its business. The Board has reviewed Internal Financial Controls of the Company
and the Audit Committee monitors the same in consultation with Internal Auditors of the
Company. One of the Internal Auditors of the Company also tests the internal controls
independently. 
D. Secretarial Auditors 
In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Samdani
Shah & Kabra, Practising Company Secretaries to conduct Secretarial Audit of the
Company for the Financial Year 2024-25. 
The Secretarial Audit Report given by M/s Samdani Shah & Kabra for the Financial
Year 2024-25, is annexed herewith as ANNEXURE - 5A in prescribed Form no. MR-3. The
Secretarial Auditor, in its report, has given certain observation. The management reply
against observation raised by Secretarial Auditor is as under: 
Qualification / Observation: 
Regulation 17(1)(b) of the Listing Regulations - Requirement relating to Board
Composition: 
During the period from 13th August, 2024 till 24,h March, 2025,
there were five Independent Directors on the Board of Directors of the Company (Board) and
total strength of the Board was eleven Directors. However, Board composition, in terms of
Regulation 17(1)(b) of the Listing Regulations reguires that at least half of the Board
shall consist of Independent Directors, where the regular non-executive chairperson is a
promoter of the company or is related to any promoter or person occupying management
positions at the level of Board of Directors or at one level below the board of directors.
Hence, the Company was required to appoint one more Independent Director during the period
referred herein this para. 
Management Response on the above Qualification/Observation: 
The Board noted that the Company had paid fines amount to the Stock Exchanges on 18th
March, 2025 immediately on receipt of notice of non-compliance which was inadvertent
and unintentional as it had commenced the process of shortlisting right candidate for
consideration and appointment of Independent Director post appointment of Mr. Shesh
Narayan Pandey as Whole-time Director of the Company with a view to meet the criteria of
fifty percent Board independence. In the meantime, due to cessation of Mr. Shesh Narayan
Pandey as a Director of the Company on account of personal reasons on 24th
March, 2025, the present composition of the Board meets with the statutory requirement of
fifty percent Independent Board as prescribed under the Listing Regulations. 
Pursuant to Regulation 24A(2) of the SEBI Listing Regulations, a Secretarial Compliance
Report for the Financial Year 2024-25 issued by M/s Samdani Shah & Kabra, Practicing
Company Secretary has been submitted with the Stock Exchanges within prescribed timeline. 
Further, as per Regulation 24A(l)(a) of the SEBI 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 TNT & Associates, Practicing Company Secretaries
for the Financial Year 2024-25 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. 
18. 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. 
19. 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.oo.in/
assets/pdf/GFCI %20-%20Form MGT 7%20-%20 2024-25 website.pdf. 
20. 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 Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to
this report as ANNEXURE - 6. 
21. 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. 
22. 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 of integrated Annual report. 
23. INSURANCE  
The Company's property and assets have been adequately insured. 
24. RISK MANAGEMENT  
The Risk Management Policy of the Company, which is approved by the Risk Management
Committee of the Board ('RMC') and the Board of Directors have provided the framework of
Enterprise Risk Management ('ERM') by describing mechanisms designed to identify, assess
and mitigate risks appropriately. The RMC has been entrusted with the responsibility to
assist the Board in: 
1. Measures for risk mitigation including systems and processes for internal control of
identified risks and Business continuity plan; 
2. To ensure that appropriate methodology, processes and systems are in place to
monitor and evaluate risks associated with the business of the Company; 
3. To monitor and oversee implementation of the Risk Management Policy, including
evaluating the adequacy of risk management systems etc. 
25. 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 2024-25 are as under: 
  
    (a) number of complaints of sexual harassment received in the year;  | 
    Nil  | 
   
  
    (b) number of complaints disposed off during the year; and  | 
    NA  | 
   
  
    (c) number of cases pending for more than ninety days  | 
    Nil  | 
   
 
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, 1951 during the FY 2024-25. 
26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVEOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANYTO 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. 
27. INSOLVENCY AND BANKRUPTCY CODE  
There are no applications made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 201 6) during the year under review. 
28. 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. 
29. 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  | 
   
  
     | 
    Devendra Kumar Jain  | 
   
  
    Date: 5th August, 2025  | 
    Chairman  | 
   
  
    Place: New Delhi  | 
    DIN 00029782  | 
   
 
   
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