To the Members of
GHCL Limited,
It is our pleasure to share the 8th Integrated Report of
GHCL, prepared under the IIRC framework, together with the 43rd Annual
Financial Statements for the financial year ending March 31, 2026. This comprehensive
report offers a detailed analysis of our standalone and consolidated financial results,
confirming high standards of accuracy and reliability in line with applicable accounting
standards.
Centered on the theme of "Building Today - Sustaining
Tomorrow", this document reflects GHCL's long-term goals focused on investing
today in efficiency, innovation, and sustainability to secure future competitiveness. It
aligns well with investor expectations, integrated thinking, and the company's
multi-year sustainability roadmap. It highlights our strategic initiatives, including the
Vacuum Salt and Bromine projects both at an advanced stage of development and expected to
commence commercial production shortly along with progress in greenfield Soda Ash project,
and underscores our focus on long-term value creation by integrating financial and
non-financial insights, while adhering the best practices in reporting.
At GHCL, we strive for industry-leading transparency and
accountability. This report goes beyond numbers to showcase our dedication to ethical
leadership, proactive risk management, and operational efficiency. We have detailed our
milestones and strategic shifts, emphasizing how our sustainability and ESG frameworks
drive enduring value for all our stakeholders.
Additionally, we present the standalone and consolidated financial
statements for the year, providing a transparent and precise assessment of our financial
position, operational results, cash flows, and changes in equity. These statements have
been prepared in strict accordance with applicable accounting standards, ensuring accuracy
and reliability.
The financial highlights of the Company for the Financial Year 2025-26
are given below:
A: FIN ANCIAL RESULTS AND STATE OF AFFAIRS
( H in Crores)
|
Standalone |
Consolidated |
Particulars |
Year ended March 31, 2026 |
Year ended March 31, 2025 |
Year ended March 31, 2026 |
Year ended March 31, 2025 |
| Net Sales /Income |
3,143.93 |
3,273.21 |
3,137.64 |
3,271.22 |
| Gross profit before interest and depreciation |
768.50 |
965.81 |
762.15 |
963.73 |
| Finance Cost |
9.01 |
16.12 |
9.01 |
16.12 |
| Profit before depreciation and amortisation -
(Cash Profit) |
759.49 |
949.69 |
753.14 |
947.61 |
| Depreciation and Amortisation |
110.81 |
111.54 |
110.81 |
111.54 |
| PBT before exceptional items |
648.68 |
838.15 |
642.33 |
836.07 |
| Profit before Tax (PBT) |
648.68 |
838.15 |
642.33 |
836.07 |
| Provision for Tax – Current |
161.70 |
214.35 |
161.70 |
214.35 |
| Provision for Tax – Deferred |
8.17 |
(2.43) |
8.17 |
(2.43) |
| Profit for the year |
478.81 |
626.23 |
472.60 |
624.15 |
| Other comprehensive income (OCI) |
(4.53) |
(0.21) |
(4.36) |
(0.56) |
| Total Comprehensive income for the period |
474.28 |
626.02 |
468.24 |
623.59 |
| Balance brought forward from last year |
3,308.37 |
2,799.30 |
3,315.54 |
2,808.55 |
Appropriations |
|
|
|
|
| FVTOCI Reserve |
(1.47) |
(2.81) |
(1.47) |
(2.81) |
| Final Dividend |
(114.73) |
(114.35) |
(114.73) |
(114.35) |
| Balance carried to Balance Sheet |
3,419.95 |
3,308.37 |
3,419.96 |
3,315.54 |
| EPS (Basic) |
50.83 |
65.72 |
50.17 |
65.50 |
| EPS (Diluted) |
50.80 |
65.56 |
50.15 |
65.34 |
| Book Value per share |
386.35 |
363.72 |
386.35 |
364.35 |
The Management Discussion and Analysis (MDA) Report and the Integrated
Annual Report provide an in-depth review of our financial performance, operational
progress, and key business developments.
We request all stakeholders to thoroughly review the MDA and Integrated
Annual Report for a comprehensive understanding of GHCL's business performance,
strategic direction, and long-term value creation efforts.
1. Dividend Distribution Policy and Tax Compliance: In terms
of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of GHCL Limited had adopted a Dividend
Distribution Policy (Policy). The Policy was reviewed and revised by the Board at its
meeting held on May 05, 2026, pursuant to which the dividend payout ratio has been revised
from the earlier range of 15%–20% to 15%–25% of Profit After Tax (PAT) on a
standalone basis, reflecting the Board's confidence in the Company's sustained
financial performance and its commitment to enhancing shareholder returns.
The revised Policy is available on the Company's website at:
https://ghcl.co.in/wp-content/uploads/2024/05/ Dividend-Distribution-Policy.pdf
Further in compliance with the applicable provisions of the Income Tax
Act, 2025, the following TDS framework is applicable on dividend payments made by the
Company:
• Resident shareholders: TDS is applicable at the rate of
10% on dividend payments under Section 393(1) of the Income Tax Act, 2025. However, no TDS
shall be deducted where the aggregate dividend payable to an individual resident
shareholder during the financial year does not exceed H 10,000, in accordance with Section
393(4).
• Exempt categories: In terms of Section 393(4), TDS is not
applicable on dividend payments made to the Life Insurance Corporation of India, the
General Insurance Corporation of India, and other specified insurers notified for this
purpose. Further, dividend payments made to Mutual Funds are exempt under Schedule VII of
the Income Tax Act, 2025 and accordingly no TDS shall be deducted thereon.
• Non-resident shareholders: TDS shall be deducted at the
rate of 20% (plus applicable surcharge and Health and Education Cess) under
Section 393(2) of the Income Tax Act, 2025, or at the lower rate as may
be applicable under the relevant Double Taxation Avoidance Agreement (DTAA) between India
and the country of residence of the shareholder, subject to furnishing of prescribed
documents and declarations within the stipulated timelines.
Shareholders are requested to update their residential status, PAN, and
other relevant details with their Depository Participant / the Company's Registrar
and Share Transfer Agent to ensure correct application of TDS provisions.
2. Dividend: Your Company takes pride in maintaining an
uninterrupted dividend track record spanning 32 consecutive years, reflecting its
consistent financial performance and the Board's enduring commitment to rewarding
shareholders.
The Board of Directors, at its meeting held on May 05, 2026, has
recommended a dividend of H 12.00 per equity share of H 10 each (120% of face value) for
the financial year ended March 31, 2026, subject to the approval of shareholders at the
ensuing 43rd Annual General Meeting. Notwithstanding a moderation in profits
during the financial year 2025-26, the Board has maintained the dividend at H 12.00 per
share — identical to the dividend declared for the financial year 2024-25 —
resulting in a payout of approximately 23.04% of standalone Profit After Tax. This
decision is a conscious affirmation of the Board's confidence in the Company's
underlying business resilience, its sustained cash generation capacity, and its commitment
to delivering consistent returns to shareholders even in a year of earnings moderation.
The recommended dividend is in conformity with the
Company'sDividendDistributionPolicyadoptedpursuant to Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The proposed
dividend, if approved at the Annual General Meeting scheduled on Thursday, June 25, 2026,
will be paid to those shareholders whose names appear on the Register of Members or in the
records of the depositories as on the Record Date, i.e., Thursday, June 18, 2026.
3. Transfer to Reserves: The Board has decided not to
transfer any profit from FY 2025-26 to the reserve account. Instead, the profits after
dividend payments will be retained to strengthen financial stability, support growth
initiatives, and enhance overall financial resilience.
4. Share Capital: During the financial year under review,
the paid-up Equity Share Capital of the Company changed due to (i) allotment of Equity
shares upon exercise of stock options under GHCL ESOS 2015; and (ii) Buyback of Equity
Shares through the tender offer route. The movement in share capital during the Financial
Year 2025-26 is summarized below:
Particulars |
Date |
No. of Equity Shares of J 10 each |
Paid-up Share Capital (J ) |
| As at March 31, 2025 |
31-03-2025 |
9,57,54,786 |
95,75,47,860 |
Add: Allotment of Equity Shares upon
exercise of Stock Options under GHCL ESOS 2015. |
17-05-2025 |
3,17,300 |
31,73,000 |
| Capital after ESOP Allotment |
|
9,60,72,086 |
96,07,20,860 |
Less: Buyback of Equity
Shares @ H 725 per shares through Tender Offer Route (shares extinguished on December 10,
2025) |
10-12-2025 |
(41,37,931) |
(4,13,79,310) |
| As at March 31, 2026 |
31-03-2026 |
9,19,34,155 |
91,93,41,550 |
Buyback of equity shares: During the financial year 2025-26, the
Company successfully completed the buyback of 41,37,931 fully paid-up equity shares of H
10 each at a price of H 725 per share through the tender offer route, aggregating to a
total consideration of approximately H 300 crore. The equity shares bought back were
extinguished on December 10, 2025, in accordance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Buy-Back of Securities) Regulations, 2018.
The buyback was undertaken as a strategic capital allocation measure to
return surplus funds to shareholders while maintaining adequate liquidity for operational
requirements and future growth initiatives. The consequent reduction in the equity share
capital base is expected to improve key financial metrics, including Earnings Per Share
(EPS) and Return on Equity (ROE), and is reflective of the Board's confidence in the
Company's intrinsic value and long-term prospects.
Allotment of Equity Shares subsequent to the Financial Year: Subsequent
to the close of the financial year, the Nomination and Remuneration Committee of the Board
of Directors, at its meeting held on May 05, 2026, allotted 1,96,500 equity shares of H 10
each to 10 allottees (including two Key Managerial Personnel) of the Company, upon
exercise of stock options granted under GHCL ESOS 2015.
Consequent to the said allotment, the issued and paid-up Equity Share
Capital of the Company has increased from H 91,93,41,550 comprising 9,19,34,155 equity
shares of H 10 each to H 92,13,06,550 comprising 9,21,30,655 equity shares of H 10
each.
5. Employee Stock Options Scheme (ESOP): Our Employee Stock
Options Scheme (ESOP scheme), designed for permanent employees, was approved by
shareholders on July 23, 2015, with in-principle approval from Stock Exchanges to issue 50
lakh equity shares upon the exercise of vested options. The scheme remains unchanged and
fully compliant with all the applicable provisions of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SBEB Regulations").
Our Secretarial Auditor, Chandrasekaran & Associates, has certified
that the ESOP scheme aligns with SBEB Regulations and the resolution passed by
shareholders. This certificate is available for electronic inspection.
For the financial year 2025-26, no new stock options were granted.
Further details on the ESOP are provided in the financial statement notes and included as Annexure
I to this report.
During the financial year under review, the ESOS Trust, which was
retained for the limited purpose of litigation reached a settlement with the broker
subsequent to the balance sheet date on April 10, 2026, pursuant to Board approval,
bringing all pending litigations to closure; the detailed particulars of the settlement
and the accounting treatment thereof, are set out in Note No. to the Financial Statements.
6. Finance
6.1 Resource Mobilization
During the year, your Company renewed working capital facilities at
existing level of H 750 crores (Fund Based: H 450 crs & Non-fund Based: H 300
crs). Institutions involved in working capital borrowing are State Bank of India, Bank of
Baroda, IDBI Bank, HDFC Bank, ICICI Bank, Axis Bank & CTBC Bank. Additionally, we
renewed unsecured working capital facility of H 75 crs with HSBC Bank.
6.2 Interest Rate Management
During the year, the Reserve Bank of India reduced the Repo Rate by 100
basis points from 6.25% to 5.25%. However, the benefit of this rate reduction was not
fully transmitted to the borrowing costs in the Indian economy, due to global environment
and persistent tight liquidity conditions in the banking system. Despite this macro
environment, your Company actively performed banking and treasury operations and achieving
a 0.57% reduction in its borrowingcosts,thusdemonstratingstrongfinancial discipline,
proactive treasury management, and enhanced confidence among lending institutions.
As of March 31, 2026, long-term borrowing is H 61.82 Cr at 8.10% ROI,
with no short-term borrowing. The interest accrued on this loan, H 0.85 Cr, will be
paid next quarter.
6.3 Affirmation of External Credit Ratings
CARE (Credit Analysis & Research Ltd) has affirmed our Company's
ratings: CARE AA- (Stable) for long-term facilities and CARE A1+ (Stable) for short-term
facilities, reflecting efficient cash flow management and timely repayment.
6.4 Investors' Education and Protection Fund (IEPF)
Our Company transferred H 65.22 lacs to the IEPF during the financial
year, including unclaimed dividends and accrued interest. This transfer reflects our
commitment to compliance, transparency, and investor protection. We encourage investors to
claim their dividends and deposits to avoid transfers to the IEPF. We remain dedicated to
upholding high standards of corporate governance and protecting investor rights.
7. Change in Nature of Business: During the financial year
2025-26, the core business of the Company remained unchanged, ensuring continuity,
stability, and consistency in its operations. The Company has undertaken strategic
initiatives to expand its product portfolio, with the addition of Vacuum Salt and Bromine
- both of which are at an advanced stage of development and are expected to commence
commercial production during the financial year 2026-27. These additions are anticipated
to broaden the Company's revenue streams and strengthen its position in the chemicals
segment.
With respect to the Greenfield Soda Ash Project, progress has been
slower than originally envisaged; however, the project remains on course and the Board is
confident that upon completion, it will deliver significant long-term operational
efficiencies and financial returns for the Company and its stakeholders.
The Board of Directors further confirms that no material changes or
commitments affecting the financial position of the Company have occurred between April
01, 2026, and the date of signing of this Report.
8. Management Discussion & Analysis
In accordance with Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015, ("SEBI Listing Regulations")
we invite you to review the Management Discussion & Analysis (MDA) Report included in
our Annual Report.
The MDA Report offers a comprehensive overview of our operations,
financial performance, and strategic direction. It covers market trends, key achievements,
challenges, and future growth initiatives, providing valuable insights into our business
performance and outlook.
We encourage all stakeholders to refer to the MDA Report for a detailed
understanding of our company's progress, industry positioning, and long-term vision.
B: INTE GRATED REPORT
At GHCL, we are committed to sustainable development, striving for a
future that balances economic growth, social inclusion, and environmental responsibility.
Our approach goes beyond mere compliance. We have followed governance-based reporting,
aligning with the Integrated Reporting (IR) framework developed by the International
Integrated Reporting Council (IIRC).
This Integrated Report, included in our Annual Report, provides a clear
and comprehensive view of our business model and how we embed sustainability into our
decision-making processes. It strengthens transparency, accountability, and stakeholder
understanding of how we create value while aligning our business objectives with
sustainable development goals (SDGs).
C: P erformance Highlights and State of Company's
Affairs:
A detailed analysis of our business performance and the overall state
of the Company's affairs can be found in the Management Discussion & Analysis
(MDA) Report and the Integrated Report of this Annual Report. These sections provide
valuable insights into our operational progress, financial performance, and strategic
direction.
1. Awards and Recognition:
During the financial year 2025-26, GHCL received prestigious awards and
accolades, recognizing our commitment to excellence in CSR, sustainability, environmental
stewardship, and a positive work culture. These achievements are a testament to the hard
work and dedication of our employees and stakeholders.
For a detailed list of awards and recognitions, please refer Page 53 of
the Integrated Report
2. Subsidiaries:
Currently, GHCL Limited does not have any operational subsidiaries. We
would like to inform that "Dan River Properties LLC", a non-operational wholly
owned subsidiary of the Company in USA ("subsidiary"), has been voluntarily
closed on February 18, 2026. Further, our Indian subsidiary, Rosebys Interiors India
Limited (RIIL), has been under liquidation since July 15, 2014.
Further, the financial statements of subsidiary companies are available
for inspection at the Registered Office of the Company during business hours from the date
of dispatch of this report till the date of ensuing AGM and the copy thereof can be
provided upon written request.
For more details on subsidiaries, joint ventures, or associate
companies, please refer to Note 45 of the Annual Report and the statement under Section
129(3). These details are also available on our website: www.ghcl.co.in.
3. Consolidated Financial Statements:
We are pleased to present the Consolidated Financial Statements for the
year ended March 31, 2026, prepared in accordance with Indian Accounting Standards (Ind
AS), as mandated by Regulations 33 and 34 of SEBI Listing Regulations.
The enclosed consolidated financial statements offer a
comprehensiveevaluationofouroperationalperformance and financial position, containing the
consolidated assets, liabilities, and results of both the parent company (i.e. GHCL
Limited) and its subsidiaries. This consolidated approach provides stakeholders with a
holistic view of our financial integrity.
4. Corporate Governance:
At GHCL, we are committed to upholding the highest standards of
corporate governance, recognizing its critical role in promoting transparency,
accountability, and credibility. We strictly adhere to SEBI's Corporate Governance
norms and continuously adopt best practices across key areas, including board composition,
independent directorship, board committees, risk management, internal controls, ethical
conduct, and stakeholder engagement.
As part of our Annual Report, we provide a comprehensive Corporate
Governance Report, in line with Regulation 34 of SEBI Listing Regulations. This report
offers valuable insights into our governance structure, policies, and practices.
Additionally, our auditors certify our compliance with Corporate Governance norms,
supporting our commitment to regulatory excellence and ethical business conduct. Through
our strong governance standards, we aim to build trust, integrity, and long-term
sustainability, ensuring that we continue to create value for our stakeholders and
strengthen our relationships with them.
5. Board Meetings:
The Board of Directors follows a structured and strategic approach to
conducting meetings, ensuring timely decision-making and effective governance. While
meetings are typically scheduled in advance, the Board also convenes on shorter notice
when urgent matters require immediate attention.
During the financial year ending March 31, 2026, the Board held four
meetings, where directors reviewed and discussed the Company's strategic direction,
operational progress, and financial performance. Details of these meetings, including
dates and key agenda items, are available in the Corporate Governance Report.
The meetings were conducted in full compliance with the Companies Act,
2013, and SEBI Listing Regulations, ensuring that governance standards were upheld. This
structured approach promotes transparency, accountability, and informed decision-making,
highlighting GHCL's commitment to sustainable growth and long-term success.
Duties of Directors — Compliance with Section 166 of the
Companies Act, 2013: The Board of Directors of the Company confirms that all Directors
of the Company have, during the financial year 2025-26, discharged their duties in
accordance with the requirements of Section 166 of the Companies Act, 2013. Each Director
has:
• acted in accordance with the Articles of Association of the
Company;
• acted in good faith and in the best interests of the Company,
its employees, shareholders, and the community at large, with a view to fulfilling the
objects of the Company;
• exercised duties with due and reasonable care, skill, and
diligence, and exercised independent judgment in matters coming before the Board;
• avoided situations in which a direct or indirect interest
conflicts, or may possibly conflict, with the interests of the Company, and disclosed any
such interest wherever applicable in accordance with the applicable provisions of the Act;
• not achieved or attempted to achieve any undue gain or personal
advantage, whether for themselves or for their relatives, partners, or associates; and
• not assigned their office as Director, and confirm that any
assignment, if made, shall be void.
The Company has in place a Code of Conduct for Directors and Senior
Management, which incorporates the principles underlying Section 166 and related
governance standards. All Directors have affirmed compliance with the said Code for the
financial year 2025-26. The Annual Compliance Affirmation by the Managing Director &
CEO in respect of compliance with the Code is annexed to the Corporate Governance Report.
6. Director liable to retire by rotation:
The Board of Directors is pleased to announce re-appointment of
Mr. Raman Chopra, CFO & Executive Director (Finance), who is retiring by rotation and
has offered himself for the re-appointment. The Board recommends his re-appointment at the
ensuing Annual General Meeting (AGM).
The Independent Directors of the Company have additionally conducted
themselves in a manner consistent with their duties of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and have submitted their declarations of independence
under Section 149(7) of the Act for the financial year 2025-26.
The Board affirms that all Independent Directors possess the integrity,
expertise, and experience required for their roles. They are enrolled in the Independent
Directors' Databank with the Indian Institute of Corporate Affairs (IICA) of the four
Independent Directors, two are exempt from the online proficiency test, while the other
two have successfully cleared the test within the stipulated time.
7. L ead Independent Director:
On August 1, 2024, the Board re-appointed Dr. Manoj Vaish, Independent
Director and Chairman of the Audit & Compliance Committee, as the Lead Independent
Director. His role involved strengthening governance, facilitating independent oversight,
and enhancing board effectiveness. The specific roles and responsibilities of the Lead
Independent Director are detailed in the Corporate Governance Report within the Annual
Report.
8. Nomination and Appointment of Directors:
Details on the nomination and appointment process of Directors,
including the core skills, expertise, and competencies of the Board, are provided in the
Corporate Governance Report within the Annual Report. This section offers valuable
insights into our governance framework, ensuring transparency, accountability, and a
well-structured approach to director selection.
9. Key Managerial Personnel:
In accordance with Section 203, read with Section 2(51) of the
Companies Act, 2013, the following executives continue to serve as Key Managerial
Personnel (KMP) of GHCL:
Mr. Ravi Shanker Jalan – Managing Director
Mr. Raman Chopra – CFO & Executive Director (Finance)
Mr. Bhuwneshwar Mishra – Vice President – Sustainability
& Company Secretary
10. F amiliarization Program for Independent Directors:
At GHCL, we have a structured orientation program designed to help new
Independent Directors (IDs) seamlessly integrate into the Board. This program includes
comprehensive sessions led by Executive Directors and the Company Secretary, covering key
aspects such as company operations and business model, corporate structure and governance
framework and roles, responsibilities, and regulatory obligations.
Additionally, upon request, site visits to our manufacturing plants and
CSR initiative locations are arranged as and when required, providing firsthand exposure
to our business operations and social impact.
To further enhance their knowledge and expertise, all
Independent Directors have been provided structured self-learning
modules on various aspects of Corporate Governance, ESG, compliance & risk management,
cybersecurity, stakeholders engagement, CSR, and policies awareness program. They are
actively encouraged to complete these courses to stay updated on evolving governance
trends and industry best practices.
Policy awareness Program
To align our leadership with global ESG best practices, GHCL Limited
executed a comprehensive awareness campaign for its nine BRSR Policies in FY 2025-26.
Through 26 distinct training modules, the Company ensured that its Board and senior
management are fully versed in the principles of responsible and transparent business
conduct. This focus on governance ensures that our strategic decisions are consistently
informed by our sustainability commitments.
The program was integrated with the Success-Factors platform for easy
access to materials and participation in
anexaminationlinkeddirectlytothelearningmanagement system. Participants engaged with the
policies through an awareness test series.
The program ran from August 25, 2025, to February 28, 2026, and was
specifically administered to senior management personnel of the Company as defined under
applicable laws and regulations, along with the Board of Directors. Of the senior
management personnel eligible under the program, 92.31% successfully appeared in and
qualified the awareness test, demonstrating strong engagement with the nine BRSR policies
and other policies of the Company. At the Board level, 85.10% of Board members
successfully appeared in and qualified the tests; the remaining Board members were unable
to participate in certain modules during the program period on account of scheduling and
committee-specific commitments.
Promoting policy awareness is vital for organizational growth and
regulatory compliance, underscoring GHCL Limited's commitment to transparency and
accountability.
For further details, please refer to the Corporate Governance section
of our Annual Report, highlighting our dedication to informing Independent Directors for
effective contributions to Board decisions.
11. Board Evaluation and Performance Review:
In line with the Companies Act, 2013, SEBI Guidance Note on Board
Evaluation, and SEBI Listing Regulations, the Board conducted its annual evaluation for
the financial year 2025-26 during its meeting held on May 05, 2026, wherein the
performance of all Independent Directors (except the Director being evaluated) was
assessed by the entire Board. Additionally, a separate meeting of Independent Directors
was held on April 9, 2026, to evaluate the performance of the Non-Independent Directors,
the Executive Directors, the Board as a whole, and its Committees, in accordance with the
requirements of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI
Listing Regulations. For reference, the corresponding evaluations for the financial year
2024-25 were conducted at the Board meeting held on May 8, 2025, and at the separate
Independent Directors' meeting held on April 19, 2025.
The Board's evaluation covered critical areas such as roles and
responsibilities, competencies, strategic direction, risk management, diversity, and
industry relevance. A comprehensive questionnaire was circulated to assess Directors'
knowledge, independence, involvement in decision-making, strategic engagement, and risk
awareness. The evaluation also included an assessment of the Chairman's leadership,
coordination, and facilitation skills after taking feedback from executive directors and
non-executive directors.
The Nomination and Remuneration Committee (NRC) reviewed the
performance of individual Directors based on their contributions to the Board and its
committees. Additionally, the profit-based commission for Directors was determined,
ensuring that remuneration aligns with individual and overall Board performance.
This structured evaluation process strengthens Board effectiveness,
enhances individual contributions, and ensures fair and performance-driven remuneration,
reinforcing our commitment to strong corporate governance.
The evaluation for the year 2025-2026 indicated that the Board and its
Committees continue to function effectively and adhere to the highest standards of
governance. Key strengths identified included:
Strong alignment between management and the Board on long-term
strategy.
Effective oversight of the Business Responsibility and
Sustainability Reporting (BRSR) Core KPIs, which is mandatory for the top 500 entities.
Timely and transparent flow of information from management to the
Board and its Committees.
12. Nomination and Remuneration Policy:
The Board of Directors, based on the recommendation of the Nomination
and Remuneration Committee (NRC), has approved the Nomination and Remuneration Policy for
Directors, Key Managerial Personnel (KMP), and all other employees.
This policy is designed to:
Attract, retain, and motivate highly qualified professionals.
Ensure market-competitive compensation aligned with industry
standards.
Provide performance-based rewards that drive excellence. and
Ensure compliance with statutory regulatory requirements.
It serves as a guiding framework for managing nominations and
remunerations effectively, ensuring alignment with the Company's objectives and best
industry practices.
The Nomination and Remuneration Policy is available on our website at
given link: https://ghcl.co.in/wp-content/ uploads/2024/09/Nomination-Remuneration-Policy.pdf
13. Managerial Remuneration & Particulars of employees:
In compliance with Section 197(12) of the Companies Act, 2013, and
Rules 5(1) to (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Annual Report includes detailed disclosures on managerial remuneration
and employee compensation, presented in Annexure II.
This annexure provides a comprehensive statement of employees receiving
remuneration exceeding the prescribed limits, along with key details of the remuneration
structure for Directors, Key Managerial Personnel (KMP), and senior management. These
disclosures uphold our commitment to regulatory compliance, fairness, and transparency in
remuneration reporting.
14. S ecretarial Audit and other Certificates:
As per Section 204 of the Companies Act, 2013, every listed company is
required to conduct a Secretarial Audit and attach a Secretarial Audit Report to its
Board's Report, issued by a Company Secretary in practice, in the prescribed format.
At GHCL, we have adopted a proactive and ongoing secretarial audit
practice throughout the financial year. Periodic Secretarial Audit Reports were regularly
placed before the Audit & Compliance Committee and the Board, enabling early detection
of compliance gaps and ensuring continuous improvement in governance and reporting
standards.
The Secretarial Audit Report for the financial year ended March 31,
2026, is annexed to the Board's Report as part of the Annual Report. The report is
unqualified, self-explanatory, and does not require any further comments, reflecting
GHCL's commitment to strong compliance and governance practices.
Also, as per Regulation 24A of the SEBI Listing Regulations, the
Company has obtained an Annual Secretarial Compliance Report from our Secretarial Auditor
Chandrasekaran Associates, Practicing Company Secretaries, confirming compliances with all
applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2026.
15. S ecretarial Standards:
GHCL remains fully committed to complying with the Secretarial
Standards prescribed by the Institute of Company Secretaries of India (ICSI) and notified
by the Ministry of Corporate Affairs (MCA), Government of India. These standards serve as
essential guidelines for ensuring regulatory compliance, governance excellence, and best
corporate practices.
16. Listing Status
GHCL's equity shares are listed on BSE Limited and National Stock
Exchange of India Limited. We paid the annual listing fees for 2025-26 and 2026-27,
ensuring continued listing and trading. Our commitment to regulatory compliance and good
governance remains steadfast as we maintain a strong relationship with the stock
exchanges.
17. Web-link for annual return and other policies / documents:
The Annual Return (in Form MGT 7) , as required by Section 92(3) read
with Section 134(3)(a) of the Companies Act, 2013, and Rule 12 (1) of Companies
(Management and Administration) Rules, 2014, is available on our website at this link
https://ghcl.co.in/wp-content/uploads/2026/05/ GHCL_Annual-Return-2025-26.pdf
Additionally, other policies and documents of the Company are also
accessible on the Company's website as per statutory requirements.
18. Corporate Social Responsibility (CSR):
GHCL Limited has been deeply committed to inclusive and sustainable
community development since its inception. Through the GHCL Foundation Trust, the Company
has progressively expanded the reach and impact of its CSR initiatives, extending support
to marginalised communities, strengthening social infrastructure, and contributing to
long-term well-being across the geographies in which it operates.
The Company's CSR activities are guided by a comprehensive CSR
Policy, framed in accordance with Section 135 of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the
Company's website at www.ghcl.co.in and may be accessed directly at:
https://ghcl.co.in/wp-content/uploads/2024/05/ CSR-Policy.pdf
CSR Expenditure — Financial Year 2025-26: For the financial
year 2025-26, the statutory CSR obligation of the Company, computed as 2% of the average
net profits of the preceding three financial years under Section 135(5) of the Companies
Act, 2013, amounted to H 20.05 crore. Against this obligation, the Company incurred CSR
expenditure of H 18.05 crore during the year. The unspent amount of H 2.00 crore,
pertaining to ongoing CSR projects, has been transferred to the Unspent CSR Account
maintained with ICICI Bank within 30 days of the close of the financial year, in
compliance with Section 135(6) of the Companies Act, 2013. The said amount shall be
utilised towards the identified ongoing projects within the timelines prescribed under the
Act.
CSR Committee: The CSR Committee of the Board, constituted in
accordance with Section 135(1) of the Companies Act, 2013, is chaired by Mr. Anurag
Dalmia, Independent Director, and comprises Mrs Vijaylaxmi Joshi, Justice Ravindra Singh,
Mr. R S Jalan, Mr. Raman Chopra and Mr. Neelabh Dalmia.
The CSR Committee met once during the financial year 2025-26. The
Committee actively oversaw the planning, implementation, and monitoring of CSR activities
undertaken by the Company through the GHCL Foundation Trust, ensuring alignment with the
CSR Policy and the objects specified in Schedule VII of the Companies Act, 2013.
The Company's CSR initiatives during the financial year 2025-26
were focused on the following key impact areas, all of which fall within the purview of
Schedule VII of the Companies Act, 2013:
• Agriculture — enhancing agricultural productivity
and supporting farming communities
• Healthcare — improving access to preventive and
curative healthcare services
• Education — promoting quality education and skill
development among underprivileged sections
• Women Empowerment — enabling economic independence
and social well-being of women
A detailed report on CSR activities undertaken during the financial
year 2025-26, in the prescribed format, is annexed to this Report as Annexure –
III.
19. Business Responsibility and Sustainability Report (BRSR):
In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations,
and the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry
of Corporate Affairs, companies are required to prepare a Business Responsibility and
Sustainability Report Core
(BRSR Core). This requirement had replaced the Business Responsibility
Report (BRR) and aligned with global reporting frameworks such as GRI, SASB, TCFD, and
Integrated Reporting.
As of December 31, 2025, GHCL Limited ranked 739th position
on NSE and 747th position on BSE by average market capitalization, falling
within the scope of this regulation. Although external assurance of BRSR Core is not
mandatory for companies among the top 1000 listed entities by market capitalisation for FY
2025-26, GHCL has voluntarily opted for reasonable assurance to further strengthen the
credibility of its BRSR Core disclosures.
The BRSR Core has been independently assessed and assured by
Sustainability Actions Pvt. Ltd. and is available on the Company's website as well as
in the Annual Report. Your Company ensured that there is no conflict of interest with the
assurance provider appointed for assuring the BRSR Core. The reasonable assurance process
reviewed GHCL's policies related to NGRBC, quantitative metrics, data collection
mechanisms, and overall governance frameworks, ensuring accuracy and transparency in
sustainability reporting.
20. Composition of Audit and Compliance Committee
The Audit and Compliance Committee has been constituted in compliance
with Section 177 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board
and its Powers) Rules, 2014, and Regulation 18 of the SEBI Listing Regulations. Details of
its composition are provided in the Corporate Governance Report.
The committee plays a critical role in overseeing and monitoring the
financial reporting process, ensuring adherence to the highest standards of transparency,
integrity, and accuracy. Its primary objective is to provide independent and effective
supervision, fostering robust financial governance and strengthening stakeholder
confidence in the Company's financial and compliance practices.
Communication Framework between Those Charged with Governance (TCWG)
and Statutory Auditors:
The Board of Directors of the Company is pleased to report that GHCL
Limited has taken a significant step forward in strengthening its audit governance
framework through the formulation and adoption of a formal Communication Framework between
Those Charged with Governance (TCWG) and Statutory Auditors a structured governance
mechanism designed to strengthen audit quality, enhance transparency, and ensure effective
two-way communication between the Audit & Compliance Committee and the Statutory
Auditors throughout the audit cycle.
The Framework was formulated and recommended by the Audit &
Compliance Committee at its meeting held on March 07, 2026, during the financial year
2025-26. Subsequent to the close of the financial year, the Framework was formally
approved by the Board of Directors at its meeting held on April 06, 2026, and has been
operationalised with immediate effect. It has been framed in compliance with the NFRA
Circular dated January 07, 2026, SA 260 (Revised) — Communication with Those Charged
with Governance, SA 265, and other applicable Standards on Auditing, the Companies Act,
2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Framework establishes, inter alia, the following governance
architecture:
• The Audit & Compliance Committee of the Board of Directors
has been designated as TCWG for the purposes of the Framework, with the Chairman of the
Audit & Compliance Committee and the Chief Financial Officer serving as Nodal Persons
on behalf of the Board, and the Audit Engagement Partner serving as Nodal Person on behalf
of the Statutory Auditors;
• Structured meetings between the Nodal Persons of the Board and
the Audit Engagement Team at least once every quarter, separately from and in addition to
the regular Audit & Compliance Committee meetings, to facilitate candid and direct
communication on significant audit matters;
• A minimum of three formal communications by the Statutory
Auditors to TCWG during the year — before commencement of audit along with the Audit
Plan; after completion of test of controls and before conclusion of substantive testing;
and at the completion of the audit;
• A comprehensive two-way communication protocol covering audit
strategy and planning, risk of material misstatement, significant accounting estimates and
judgments, internal financial controls, related party transactions, fraud risks, going
concern assessment, auditor independence, and key audit matters;
• A formal escalation mechanism for immediate communication to
TCWG of significant matters having impact on financial reporting, fraud, serious control
failures, regulatory breaches, or any difficulties encountered in the conduct of the
audit; and
• Robust documentation standards for all communications, including
agreed minutes of meetings, written confirmations prior to issuance of audit reports, and
maintenance of a traceable audit communication record.
In pursuance of the governance intent underlying the Framework, and
subsequent to its formal approval, the Audit & Compliance Committee held an
independent meeting with the Statutory Auditors on May 02, 2026, in compliance with the
requirements of the NFRA Circular dated January 07, 2026 and the applicable provisions of
the Framework. This meeting provided TCWG with an unrestricted forum to engage directly
with the Statutory Auditors on matters of audit quality, independence, and significant
findings.
The Board believes that the formulation and adoption of this Framework
reflects GHCL Limited's commitment to the highest standards of audit governance and
positions the Company at the forefront of evolving regulatory expectations in this area.
The Framework is available on the Company's website at www.ghcl.co.in
. 21. C omposition of Stakeholders
Committee (SRC):
The Stakeholders Relationship Committee (SRC) has been constituted in
accordance with Section 178(5) of the Companies Act, 2013, and Regulation 20 of the SEBI
Listing Regulations. The composition details are provided in the Corporate Governance
Report.
The committee is responsible for resolving grievances raised by the
Company's security holders, including issues related to share transfers, non-receipt
of annual reports, non-receipt of dividends, and other investor concerns. Its primary
objective is to ensure efficient and timely redressal of shareholder queries, thereby
enhancing investor confidence and trust.
To further strengthen investor communication, the
Company has published its Investors' Grievance Redressal Policy, which
is available on our website at given link: https://ghcl.co.in/wp-content/uploads/2024/05/
lnvestor-Grievance-Redressal-Policy.pdf
22. Composition of Nomination and Remuneration Committee (NRC)
The Nomination and Remuneration Committee (NRC) has been constituted in
compliance with Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings
of Board and its Powers) Rules, 2014, and Regulation 19 of the SEBI Listing Regulations.
The NRC is responsible for identifying and evaluating the
qualifications, attributes, and independence of directors, as well as formulating and
recommending the remuneration policy for Directors, Key Managerial Personnel (KMP), and
other employees.
The committee is chaired by an Independent Director, with all its
members being Independent Directors, ensuring unbiased decision-making and adherence to
best governance practices. Further details about the committee's composition and its
terms of reference are available in the Corporate Governance Report.
23. Vigil Mechanism
GHCL Limited is committed to promoting a fair, transparent, and ethical
work environment that upholds the highest standards of professionalism, integrity, and
accountability. As part of this commitment, the Company has established a comprehensive
"Whistle Blower Policy", ensuring a secure and fearless platform for employees,
directors, and stakeholders to report concerns without fear of retaliation. The Board of
Directors had revised this policy in their meeting on May 6, 2024, to further strengthen
its effectiveness.
The Whistle Blower Policy encourages individuals to report any
unethical behavior, suspected fraud, or violations of GHCL's Code of Conduct and
Ethics Policy. This mechanism serves as a crucial tool for maintaining a culture of
transparency and corporate integrity. Please note that no complaint was reported during
the year under vigil mechanism. Further details on the Whistle Blower Policy can be found
in the Corporate Governance Report and are also available on the Company's website.
24. R elated Party Transactions:
In accordance with Section 188 of the Companies Act, 2013, and
Regulation 23 of the Listing Regulations read with the Industry Standards for Related
Party Transactions (RPTs), the Company has ensured a robust framework for the
identification and reporting of such transactions. The status of RPTs for the Financial
Year 2025-26 are as follows:
Nil Material Transactions: GHCL Limited has not entered into any
material related party transactions with its Promoters, Directors, Key Managerial
Personnel (KMP), or other designated persons that could create a potential conflict of
interest. Consequently, the disclosure requirement under Section 134(3)(h) of the
Companies Act, 2013, in Form AOC-2, is not applicable for the year under review.
Compliance with Industry Standards: All RPTs are processed through
a rigorous review mechanism managed by the Audit & Compliance Committee. The Company
adheres to the prescribed standard formats for providing minimum information to the
Committee, ensuring transparency in terms of pricing, tenure, and rationale as mandated by
the SEBI Circular dated June 26, 2025.
Approval Process: Prior omnibus approval is obtained for recurring
transactions conducted on an arm's length basis and in the ordinary course of
business.
Oversight & Certification: A comprehensive statement of all
RPTs, supported by a certificate from the Chief Financial Officer (CFO), is presented
quarterly to both the Audit & Compliance Committee and the Board. This ensures that
all transactions are fair, transparent, and in the best interests of the Company.
Pecuniary Relationships & Policy: No Director has any material
pecuniary relationship with the Company. The Related Party Transactions Policy, recently
revised to incorporate the latest guidelines, is available on the Company's website.
25. P articulars of Loans, Guarantees or
Details of loans, guarantees, and investments made under Section 186 of
the Companies Act, 2013, are provided in the notes to the Financial Statements. These
disclosures include comprehensive information on the nature, terms, conditions, and any
related party transactions associated with these financial activities.
These disclosures ensure that stakeholders have a clear understanding
of the Company's financial commitments. We encourage stakeholders to refer to the
Financial Statements for a detailed overview, reinforcing our commitment to regulatory
compliance and accountability.
26. Risk and Sustainability Committee:
The Risk & Sustainability Committee, constituted in compliance with
Regulation 21 of the SEBI Listing Regulations, plays a key role in overseeing governance,
risk management, sustainability, and compliance (GRC). Details of the committee's
composition and activities are available in the Corporate Governance Report.
At GHCL Limited, we recognize that various internal and external
factors can impact our business value chain, making systematic risk management essential
for long-term sustainability and resilience. While the Board holds overall responsibility
for risk oversight, the Risk & Sustainability Committee provides strategic guidance on
the implementation and execution of the Company's Risk Management Policy.
Risk management is embedded in our corporate culture, with operational
heads ensuring the policy is effectively implemented and senior executives acting as risk
owners. This structured approach fosters a risk-aware organization, enabling proactive
identification and mitigation of potential challenges.
The Board-approved Risk Management Policy is available on our website
at given link: https://ghcl.co.in/wp-content/uploads/2024/05/Risk-Management-Policy.pdf
27. Conservation of Energy, Technology Absorption, Foreign Exchange
Earning, and Outgo
In line with Section 134(3)(m) of the Companies Act, 2013, and Rule 8
of the Companies (Accounts) Rules, 2014, GHCL remains committed to energy conservation,
technological advancements, and optimizing foreign exchange transactions.
A detailed report on these initiatives is provided in Annexure IV,
which forms an integral part of this Board's Report. This annexure outlines the
Company's efforts and achievements in:
Enhancing energy efficiency through sustainable practices.
Adopting and integrating advanced technologies for operational
excellence.
Foreign exchange earnings and outflows, reflecting our global
business engagements.
We encourage stakeholders to refer to Annexure IV for a
comprehensive overview of our initiatives, reinforcing GHCL's commitment to
sustainability, innovation, and global business growth.
28. Disclosures under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013:
GHCL is deeply committed to promote a safe, inclusive, and respectful
workplace free from any form of harassment or intimidation. In line with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH
Act), the Company has implemented a comprehensive policy to prevent and address instances
of sexual harassment.
To ensure fair and transparent grievance redressal, Internal
Complaints Committees (ICCs) have been established at all major locations. These
committees are empowered to handle complaints efficiently, ensuring a confidential,
impartial, and just resolution process.
GHCL also conducts regular awareness programs to educate employees
about their rights and responsibilities under the POSH Act, promoting a culture of
respect, equality, and inclusivity across the organization.
We would like to confirm that no complaints related to sexual
harassment were reported during the year, reflecting the effectiveness of our policies,
awareness initiatives, and commitment to maintaining a safe and dignified work environment
for all employees.
29. S tatutory Auditors
Incumbent Auditor — Completion of Tenure:
S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration
No. 301003E / E300005), were re-appointed as the Statutory Auditor of the Company
at the 38th Annual General Meeting held on June 19, 2021, for a second term of
five consecutive years, extending until the conclusion of the 43rd Annual
General Meeting. Upon the conclusion of the 43rd Annual General Meeting, the
tenure of S. R. Batliboi & Co. LLP as Statutory Auditor of the Company will stand
completed, having served two consecutive terms of five years each, aggregating to the
maximum permissible tenure of ten years under Section 139(2) of the Companies Act, 2013.
The Company places on record its sincere appreciation for the professional services
rendered by S. R. Batliboi & Co. LLP during their tenure as Statutory Auditor.
For the financial year ended March 31, 2026, the Statutory Auditor has
audited the financial statements of the Company and issued an Independent Auditor's
Report, which forms part of this Annual Report. The Auditor's Report does not contain
any qualification, reservation, adverse remark, or disclaimer. The Board further confirms
that the Statutory Auditor has not reported any instance of fraud to the Audit &
Compliance Committee or the Board of Directors under Section 143(12) of the Companies Act,
2013 during the financial year under review.
Appointment of New Statutory Auditor: Upon the recommendation of
the Audit & Compliance Committee, the Board of Directors, at its meeting held on May
05, 2026, has recommended to the Members the appointment of Deloitte Haskins & Sells
Chartered Accountants LLP, (Firm Registration No. 117364W / W100739) as the Statutory
Auditor of the Company, for a term of five consecutive years commencing from the
conclusion of the 43rd Annual General Meeting (being the AGM for the financial
year ended March 31, 2026) and continuing until the conclusion of the 48th
Annual General Meeting (being the AGM for the financial year ended March 31, 2031), to
conduct the statutory audit of the Company for the financial years from 2026-27 to
2030-31, subject to the approval of Members at the ensuing 43rd Annual General
Meeting.
An Ordinary Resolution proposing the appointment of Deloitte Haskins
& Sells Chartered Accountants LLP, as Statutory Auditor of the Company pursuant to
Section 139(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and
Auditors) Rules, 2014, forms part of the Notice of the 43rd Annual General
Meeting. The Company has received from Deloitte Haskins & Sells Chartered Accountants
LLP:
• a written consent to the proposed appointment in accordance with
Section 139(1) of the Companies Act, 2013; and
• a certificate confirming that the firm satisfies the criteria of
eligibility prescribed under Section 141 of the Companies Act, 2013 and that the
appointment, if made, shall be in accordance with the applicable provisions of the Act and
the rules framed thereunder.
Profile of Proposed Statutory Auditor: Deloitte Haskins &
Sells Chartered Accountants LLP, is a firm of Chartered Accountants registered with the
Institute of Chartered Accountants of India, operating as part of the Deloitte Touche
Tohmatsu Limited (DTTL) network — one of the largest professional services networks
in the world. The firm is registered in Ahmedabad and provides statutory audit, assurance,
tax, and advisory services to a large number of leading listed companies across diverse
sectors in India. The firm brings with it deep sector expertise, a technology-driven audit
methodology, and a strong commitment to audit quality and independence, and the Board is
confident that its appointment will further strengthen the audit governance framework of
the Company.
A brief profile of Deloitte Haskins & Sells Chartered Accountants
LLP, is given under the AGM Notice to shareholders.
30. Auditor's Report:
The Company's Statutory Auditors did not make any qualification,
reservation, adverse remark, or disclaimer in their Report for the financial year ended
March 31, 2026. Hence, no further explanation or comment is required under Section
134(3)(f) of the Companies Act, 2013.
31. Cost Auditors:
The Company maintains cost records as required by Section 148 of the
Companies Act, 2013, and appoints Cost Auditor to audit these records. R. J. Goel &
Company, Cost Accountants, New Delhi, has been appointed as the Cost Auditor for the
financial year ending March 31, 2026, based on the recommendation of the Audit &
Compliance Committee. The Cost Audit Report for the financial year ending March 31, 2025,
does not contain any qualification or adverse remarks requiring clarification or
explanation.
32. I nternal Auditors
As per provisions of Section 138 of the Companies Act, 2013, every
Listed Company is required to appoint an Internal Auditor to conduct internal audit of the
functions and activities of the company. The Board of Directors, based on the
recommendation of the Audit & Compliance Committee, had approved the appointment of
M/s Sharp & Tannan Associates, Chartered Accountant, and SPMB & Co. LLP, Chartered
Accountants, as the Internal Auditors of the Company for the financial year ended on March
31, 2026, to conduct the internal audit of the activities of the Company.
33. Corporate Insolvency Resolution Process (CIRP)
As reported in the earlier Board's Reports, the application filed
by HT Media Limited against GHCL Limited under the Insolvency and Bankruptcy Code, 2016
was dismissed by the Hon'ble NCLT, Ahmedabad, vide its order dated March 12, 2024, on
the grounds that the claim did not qualify as a ‘financial debt' under Section
5(8) of the Code. Subsequently, HT Media Limited challenged the order before the NCLAT,
New Delhi. GHCL filed its objections and the matter is now listed for final hearing.
34. Directors' Responsibility Statement:
Based on the framework of internal financial controls established and
maintained by the company, work performed by the internal, statutory, secretarial and cost
auditors and external agencies including audit of internal financial controls over
financial reporting by the statutory auditor and reviews performed by the management and
relevant Board Committees, including the Audit & Compliance Committee, the Board is of
the opinion that the Company's internal financial controls were adequate and
effective during financial year 2025-26. Accordingly, pursuant to Section 134(5) of the
Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability
confirm that:
a. in the preparation of the annual accounts for the financial year
ended March 31, 2026, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
b. such accounting policies as mentioned in the Notes to the Financial
Statements have been selected 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 as at March 31, 2026 and of the profit and loss of the Company
for the financial year ended March 31, 2026;
c. the proper and sufficient care has been taken by them for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d. the annual accounts for the financial year
ended March 31, 2026 have been prepared by them on a going concern basis;
e. proper Internal financial controls have been followed by the company
and that such internal financial controls are adequate and were operating effectively; and
f. proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
35. General Disclosures
Your Directors would like to confirm that there are no instances during
FY 2025-26, when the recommendations of any Committees were not accepted by the Board.
Further, no disclosure or reporting is required in respect of the following matters as
there is no transaction on these items during the year under review:
(i) Details relating to deposits covered under Chapter V of the Act.
(ii) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
(iii) Issue of shares (including sweat equity shares) to employees of
the Company under any scheme save and except Employees' Stock Options Schemes
referred to in this Report.
(iv) The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
(v) No significant or material orders were passed by the Regulators or
Courts or Tribunals, which impact the going concern status and Company's operations
in future.
(vi) There is no Corporate Insolvency Resolution Process initiated
under the Insolvency and Bankruptcy Code, 2016 except one matter, which is reported
separately.
36. Acknowledgement:
The Board of Directors extends its heartfelt gratitude to all our
stakeholders—customers, vendors, dealers, investors, business associates, and
bankers—for their continued trust and support, which has been instrumental in
GHCL's success.
We also express our deep appreciation for the dedication and hard work
of our employees at all levels. Their commitment, teamwork, and resilience have played a
crucial role in overcoming challenges and driving the Company toward its goals.
We sincerely thank the Government of India, State Governments, and
regulatory authorities for providing a supportive business environment and enabling
sustainable growth. We look forward to their continued cooperation and guidance.
The collective contributions of all stakeholders remain the foundation
of our progress, and we are truly grateful for their trust, commitment, and partnership in
GHCL's journey forward.
|
For GHCL LIMITED |
|
Sd/- |
|
Anurag Dalmia |
| Date: May 05, 2026 |
Chairman |
| Place: Noida |
DIN: 00120710 |
|