To the Members of

It is our pleasure to share the 8^th Integrated Report of GHCL, prepared under the IIRC framework, together with the 43^rd 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:

( H in Crores)

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 43^rd 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:

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

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.

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.

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.

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.

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).

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

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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 739^th position on NSE and 747^th 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.

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

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

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.

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.

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.

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.

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

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.

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.

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 38^th Annual General Meeting held on June 19, 2021, for a second term of five consecutive years, extending until the conclusion of the 43^rd Annual General Meeting. Upon the conclusion of the 43^rd 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 43^rd Annual General Meeting (being the AGM for the financial year ended March 31, 2026) and continuing until the conclusion of the 48^th 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 43^rd 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 43^rd 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.

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.

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.

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.

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.

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.

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.

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.