Your Directors are pleased to present the Thirty Ninth (39^th) An nual Report of your Company together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024.

Financial Performance:

Dividend:

Your Directors are happy to recommend a Dividend of ' 3.95 (Rupees Three & Paise Ninety-Five) per share on 15,12,51,188 Equity Shares of ' 10/- each fully paid up, for the year ended on 31^st March, 2024 (Previous year ' 3.75 per share). The Dividend, if approved by the Shareholders at the ensuing 39^th Annual General Meeting (AGM), shall be paid to those Members, whose names appear in the Register of Members of the Company as on 20^th September, 2024. In respect of Shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on 13^th September, 2024.

OPERATIONS

Surat Lignite Power Plant (SLPP):

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

During the year under review, Phase-I generated 1468.336 Million Units (MUs) with 66.86% Plant Load Factor (PLF) against the Budgeted target of 1611.500 MUs with 73.38% PLF. Plant availability was 79.03% against the Budgeted target of 84.3 3%. Commercial availability was 67.41% against the Budgeted target of 74.13%. Plant Performance was affected mainly due to increase in Unit outages and system partial loading. Unit-2 Planned Outage was taken from 29/06/2023 to 10/08/2023 for Overhauling. Unit-1 planned outage was taken from 26/12/2023 to 1 1/01/2024 to carry out planned maintenance works.

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

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

During the year under review, Phase-II generated 1616.710 MUs with 73.62% PLF against the Budgeted target of 1713.568 MUs with 78.03% PLF. Plant availability was 81.51 % against the Budgeted target of 86.55%. Commercial availability was 76.64% against the Budgeted target of 80.32%. Plant Performance was affected mainly due to increase in Unit outages. Unit-3 Planned Outage was taken from 05/08/2023 to 20/09/2023 for Overhauling.

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

Constant endeavors are being made to improve the overall performance of the Units, including technology improvement and modifications. The required maintenance program for the upkeep of the Units was undertaken during the year under review.

Mining:

During the year under review, Valia Lignite Mine has recorded the lignite production of 25.73 Lakh Te as against 25.31 Lakh Te during the preceding year and Vastan Lignite Mine has recorded the lignite production of 4.70 Lakh Te as against 5.1 7 Lakh Te during the preceding year.

Most of the requirement of lignite was met from our captive Vastan Lignite Mine and Mangrol-Valia Lignite Mine. To meet the demand of all the four units for operations during monsoon, the Lignite Stock of 11.98 Lakh Te was created on 30/06/2023 as against the previous year's stock of 1 1.40 Lakh Te on 30/06/2022.

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

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

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

• Limestone Lease Allocation:

To fulfil the limestone requirement for the balance life of existing 500 MW Power Plant and extended life of existing Power Plant, a limestone block (80.00 Ha) adjacent to existing Vastan limestone mine has been notified by the Ministry of Mines, GoI vide letter dated 27/02/2024.

• Solar Power Plant:

Work Order has been awarded for the installation of 75 MW Solar Power Plant in leasehold area of Vastan Lignite Mine.

• Achieved Zero Accident Level:

Due to its hazardous nature, mining has been and continues to be an industry where the concern for miners' safety is of great importance. Your Company has achieved "Zero Accident Level" during the FY 2023-24 by maintaining and meeting the highest standards of safety norms in its mines.

• Forest Clearance (3.0648 Ha Protected Forest Land-Social Forestry along SH-166) in the District Surat, Gujarat:

Stage-1 approval for Diversion of forest land (Area 3.0684 Ha) for non-forest purpose in connection with mining purpose in road side plantation strip declared as protected forest on SH-166 Kosamba-Velachha-Mosali-Jhankhav road in Mangrol Taluka of Surat district has been approved by the Ministry of Environment, Forest and Climatic Change (MoEF&CC) vide letter dated 28/03/2023.

112.4 MW Wind Power Projects:

The Company has total installed and commissioned capacity of

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

During the year under review, the 112.4 MW Wind farms have generated 209.32 MUs at a Capacity Utilization Factor (CUF) of 21.20 % as against budgeted generation of 224.83 MUs at a CUF of 22.77 %.

Actual Generation is lower than the budget estimate and corresponding period of the previous year mainly due to Cyclone Biparjoy during June-2023 affecting wind generation across Gujarat.

262 MW Solar Power Projects:

The Company has total installed and commissioned capacity of 262 MW of Solar Power Projects at different sites / locations across State of Gujarat.

During the year under review, 262 MW Solar Power Projects generated 536.04 MUs at a CUF of 23.29% against the budgeted generation of 550.59 MUs at a CUF of 23.92%. Generation is lower compared to budget estimates; however, generation is higher by 11.02 MUs compared to corresponding period of previous year.

Generation was affected during the year under review mainly due to load restriction imposed by WRLDC at 100 MW Raghanesda Solar Plant for Grid Management, however load restriction is now removed.

Vadodara Gas based Stations:

Station- I (145 MW):

Station was not in operation during the year under review due to non-availability of APM gas/cheaper Spot gas.

Major plant equipment like GTs, GTGs, HRSGs & STG are kept under preservation and other plant auxiliaries are checked regularly for their availability.

Station - II (165 MW):

Station II was also not in operation during the year under review due to non-availability of cheap Spot gas. Critical Plant systems are checked and Transformers are periodically charged to maintain their availability.

Safety Performance:

The health and safety of all the employees is a prime concern of the Company. Your Directors are happy to inform that your Company is making sincere and committed efforts to maintain the safety of Plant equipment and creating a safe and healthy work environment for the employees. The Company has been spending adequate amount commensurate with its requirement on the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations. Your Directors are glad to inform that the Company has successfully completed accident free operations for the entire year under review i.e. FY 2023-24.

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

Environmental Protection:

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

• Vadodara Plant:

Your Company had also imposed total ban on using thermocol and plastic below 40micron size packing material for all incoming goods and the same is in force. Disposal of e-waste generated has been arranged through Central Pollution Control Board (CPCB) registered Vendors.

• Surat Lignite Power Plant (SLPP):

During the year under review, your Company replaced internals of total Seven (7) fields of Electrostatic Precipitator (ESP) at total expenditure of approx. ' 1 1.00 Crores to reduce Suspended Particulate Matter (SPM) emission through stack / chimney to meet new Environmental norms of Ministry of Environment, Forest & Climate Change (MoEF & CC), Govt. of India.

Your Company has planted 102 nos. of trees in the Plant and Colony premises for better green coverage.

Growth Plans:

2375 MW Khavda Renewable Energy (RE) Park:

Your Directors are pleased to inform that your Company has been allotted land at Great Rann of Kutch near Khavda to set up 2375 MW of Renewable Energy (RE) Park. This Park is being developed as a part of prestigious 30 GW RE Park planned near International Border in Great Rann of Kutch. Ministry of New & Renewable Energy (MNRE) has approved entire RE park under Ultra Mega Renewable Energy Power Project (UMREPP) Mode-8 to avail benefit of Central Financial Assistance (CFA).

The major work orders for developing RE park infrastructure such as Pooling sub-stations, internal roads & drains have been issue. Construction work at site is under progress. Critical equipment's like power Transformers, GIS switchgears etc. for 1200 MW Pooling Sub-station 1( PSS1) have already been received at site. Almost 95% of internal road works have been completed. Construction work for dedicated 400 KV Transmission Line is under progress.

The entire RE Park capacity is expected to be completed by December 2026 in a phase manner.

600 MW Solar Power Project at Khavda:

Your Directors are pleased to inform that your Company has successfully bid for 600 MW Solar Power Project under Green shoe option of Gujarat Urja Vikas Nigam Limited (GUVNL) Tender. The Company has received the Letter of Intent (LoI) for

the project from GUVNL in the month of May 2023 and PPA has been signed in August 2023. The Company has appointed M/s. Tata Consulting Engineers (M/s TCE) as Project Management Consultant and work order for Balance of System (BoS) package and supply of Solar PV Modules have been issued. The site is fully mobilized and Construction work for BoS package is under progress. The supply of critical equipment for the projects have been tied up by the EPC contractor.

The Connectivity for power evacuation for the project is already obtained from CTUIL for the project.

500 MW Solar Project at Khavda

Your Directors are pleased to inform that your Company has signed PPA with GUVNL for 500 MW Solar PV project at Khavda RE Park in the month of October 2023.The PPA is currently under approval, of GERC.The Tender for BoS package is floated. The land for the project is in possession and power evacuation connectivity has been obtained.

75 MW Solar Power Project at Vastan - Near Surat Lignite Power Plant.

Your Directors are pleased to inform that, your Company is setting up 75 MW Solar Power Project at Village Vastan District Surat for captive requirement of M/s GSFC and M/s GACL who are the Promoters of the Company.

EPC Contract has been awarded for this Project on 22^nd April, 2024 with completion period of 11 months. N ecessary clearances for land use and approval for Grid connectivity has been obtained. EPC Contractor has mobilized at site and started construction activity

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

Your Directors are pleased to inform that your Company has been successfully Recertified for Integrated Management System (IMS) with Renewal of ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 & ISO 50001:2018 certifications for further period of three (3) years, on the basis of audit result / findings done in the year 2022 and commitment from Top Management.

Awards and Accolades:

Your Directors are pleased to inform that during the year under review, the Company has received following Awards:

GIPCL-SLPP awarded Winner of "Water Optimization Award-2023" in "Best Water Efficient Plant < 500 MW" State sector -Western Region category, during Conference - Expo - Award program on Water Optimization - 2023, organized by Mission Energy Foundation on 26^th April 2023.

GIPCL-SLPP received "Shri Nimish Vashi Award" for "Outstanding Performance in Environment Conservation & Pollution Control" on 16^th June 2023, conferred by the Southern Gujarat Chamber of Commerce and Industry (SGCCI).

GIPCL-SLPP awarded Winner of "Power Plant Performance Award-2023" in "Power Plant Performer-2023 < 500 MW" Lignite category for third consecutive year, conferred by Mission Energy Foundation during conference of Flexible Operation of Thermal Plants on 27^th June 2023.

GIPCL - SLPP awarded Winner of "National Fly Ash Utilization Award-2024" for Fly Ash Utilization in Thermal Power Stations in "Efficient Management of Fly Ash < 500 MW (State Sector, Western region)" category, for seventh consecutive year at 1 3^th Fly Ash Utilization 2024-Conference-EXPO-Awards Organized by Mission Energy Foundation, supported by Ministry of Coal, Ministry of Power, Ministry of steel, Ministry of Road Transport and Highways, Ministry of Environment & Forest and Ministry of Urban Development on 24^th February 2024.

The 50.4 MW Kuchhadi Wind Farm was awarded "Best Performing Wind Project of the Year 2023 in Diamond Category" by RE Assets India Awards 2023 organized by Solar Quarter and Wind Insider.

Subsidiary:

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

Public Deposits:

During the year 2023-24, your Company has not accepted / renewed any Fixed Deposit. As on the date of this Report, there is no Deposit either unpaid / unclaimed or due for transfer to Investors' Education and Protection Fund (IEPF).

Particulars of Loans, Guarantees or Investments:

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

Listing Regulations Compliance:

Equity Shares of your Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and their Listing Fees for the FY 2024-25 have been paid.

The Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards except as mentioned in detail in the Corporate Governance Report forming part of the Board's Report.

There has been no penalty / stricture imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authority on any matter related to capital markets during last three financial years.

Insurance:

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

Corporate Social Responsibility (CSR) Initiatives:

As a part of its CSR initiatives, the Company has undertaken projects in the areas of Health, Education, Livelihood, Development of Village Infrastructure, etc. These projects are in accordance with Schedule VII to the Companies Act, 201 3.

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

Energy Conservation and Technology Absorption:

The measures taken by your Company towards Energy Conservation and Technology Absorption are given in the Annexure 'C' to this Report. These measures have resulted in saving at SLPP of about 28.89 Million Units (MUs) Electrical Energy and 0.83 Lakh MT Lignite aggregating to total saving of around ' 21.52 Crores.

Related Party Transactions:

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

All related party transactions are placed before the Audit Committee and / or to the Board for approval / noting as the case may be. Omnibus approval of the Audit Committee has been obtained for transactions which are of repetitive nature.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 201 3, in the prescribed Form AOC-2, is appended as Annexure 'D' and forms part of this Report.

The Policy on Related Party Transactions (RPTs) is uploaded

and can be accessed on the website of the Company www.gipcl.com.

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

Vigil Mechanism or Whistle Blower Policy:

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

Directors' Responsibility Statement:

The Board of Directors of the Company confirms:

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

b. that the selected accounting policies were applied consistently and the Directors made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201 3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Annual Accounts have been prepared on a going concern basis;

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

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

Management Discussion and Analysis:

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

Corporate Governance:

A detailed Report on Corporate Governance along with Certificate issued by M/s. TNT & Associates., Practicing Company Secretaries, Vadodara (CP No. 3123) is annexed forming part of this Report.

Business Responsibility & Sustainability Report (BRSR):

A detailed Report on Business Responsibility & Sustainability Report (BRSR), as applicable to your Company from the Financial Year ended on 31^st March, 2024, under regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 201 5, is annexed forming part of this Report.

Risk Management:

Pursuant to the applicable provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations

(Second Amendment), 2021, effective from 5^th May, 2021, the Company is required to frame Risk Management Policy and constitute a Risk Management Committee of Directors. However, the Board of Directors of the Company has been reviewing the Report on Risk Management and Risk Minimization on quarterly basis much before the mandatory applicability of provisions of said Regulation of (Listing Obligations and Disclosure Requirements) Regulations (Second Amendment), 2021 becoming effective.

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

Internal Financial Controls:

The Company has designed and implemented a process driven framework for Internal Financial Controls ('IFC') within the meaning of the explanation to section 134(5)(e) of the Companies Act, 201 3. For the FY 2023-24, the Board is of the opinion that the Company has in all material respects a sound Internal Financial Control System in place, commensurate with the size, scale and complexity of its business operations and the said Internal Financial Control System is operating effectively. The Company has, in place, a process to continuously monitor the same and identify gaps, if any, and implement new and / or improved Internal Controls whenever the effect of such gaps would have a material effect on the Company's operations. Credit Rating:

M/s. CARE Ratings Limited has awarded/reaffirmed i) "CARE AA-; Stable" rating in respect of Long-term Bank facilities of ' 3,387.83 crores, ii) "CARE AA-; Stable / CARE A1 " rating in respect of Long Term / Short Term Bank Facilities of ' 627.88 crores and iii) "CARE A1 " rating in respect of Short-Term Bank Facilities of ' 860.00 crores during FY 2023-24.

Compliance with Secretarial Standards:

The Secretarial Standards issued and notified by the Institute of Company Secretaries of India have been generally complied with by the Company during the Financial Year 2023-24.

Key Managerial Personnel:

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

Directors:

The following changes have taken place in the Board of Directors of the Company since the 38^th Annual General Meeting held last year on 16/09/2023:

Smt. Manisha Chandra, IAS (DIN:07557312) Nominee of Finance Department, Government of Gujarat has ceased to hold office of Director w.e.f. 03/08/2023 due to transfer from the position of Secretary (Expenditure), Finance Department, Government of Gujarat vide Notification No. AIS/35.2023/20/G dated 7^th June, 2023.

The Board places on records its sincere appreciation for the valuable guidance provided by Smt. Manisha Chandra, IAS (DIN: 07557312) during her tenure as Nominee Directors of the Company.

Pursuant to the provisions of Section 152, 161 and all other applicable provisions, if any, of the Companies Act, 201 3 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (the Rules) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Article 89 of the Articles of Association of the Company and Office Order No. FD/AOD/e file/4/2022/1869/ A(BPE) dated 08/08/2023 of the Finance Department, Government of Gujarat (GoG), Shri K. M. Bhimjiyani, IAS,(DIN:06776639) as an Additional Director (Nominee of Government of Gujarat) of the Company with effect from 26/09/2023 and the same has been ratified by the members of the Company by way of Ordinary Resolutions through Postal Ballot on 23/12/2023.

Further, Shri K M Bhimajiyani, IAS, Nominee of Finance Department, Government of Gujarat has ceased to hold office of Director w.e.f. 21/02/2024 consequent upon superannuation from the position of Secretary (Expenditure), Finance Department, Government of Gujarat.

The Board places on records its sincere appreciation for the valuable guidance provided by Shri K M Bhimajiyani, IAS (DIN:06776639) during his tenure as Nominee Directors of the Company.

Pursuant to the provisions of Sections 149, 150, 152, 161 read with Schedule IV and all other applicable provisions of the Companies Act, 201 3 (the Act) and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (the Rules) (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, (SEBI LODR), as amended, Articles 86 and 98 of the Articles of Association of the Company and subject to the approval by the Shareholders of the Company, the Committee do hereby recommend for approval by the Board of Directors of the Company, the appointment of Prof. Vishal Gupta (DIN: 06405808) as an Additional Director (Independent), not liable to retire by rotation with effect from 18/12/2023 and the same has been ratified by the members of the Company by way of special resolutions through postal ballot on 14/03/2024.

Pursuant to the provision of Sections 152, 161 and all the applicable provisions, if any, of the Companies Act, 201 3 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (the Rules) (including any statutory modification(s) or re enactment(s) thereof for the time being in force) read with Article 93 of the Articles of Association of the Company and Nomination Letter No. SEC/BD/2023 of the Gujarat State Fertilizers & Chemicals Limited (GSFC) and subject to approval of the shareholders, the appointment of Shri Chirag Kritikumar Mehta (DIN: 10428396), as an Additional Director (Nominee of Gujarat State Fertilizers & Chemicals Limited) on the Board of the Company with effect from 18/12/2023 the same has been ratified by the members of the Company by way of ordinary resolutions through postal ballot on 14/03/2024.

Shri J P Shivahare, IAS (DIN: 07162392) and Shri Swaroop P., IAS (DIN:08103838) Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Further, your Directors also recommend for your approval, resolutions at Sr. 03 and 04, of the Notice convening the 39^th AGM for the re-appointment Shri J P Shivahare, IAS (DIN: 07162392) and Shri Swaroop P., IAS (DIN:08103838) respectively as Directors of the Company, liable to retire by rotation.

Number of Board Meetings:

The Company has complied with the provisions for holding Board Meetings and the gap between any two meetings did not exceed 120 days. Eight (08) Meetings of the Board of Directors of the Company were held during the year under review on 21/04/2023, 05/05/2023 29/05/2023, 10/08/2023, 16/09/2023, 06/1 1/2023, 07/02/2024 and 14/03/2023.

Policy on Directors' Appointment and Remuneration:

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

Performance Evaluation of Board, Committees and Directors:

Pursuant to the provisions of Section 1 78(2) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination & Remuneration (NR) Committee of Directors to, inter alia; evaluate the performance of Directors, including Independent Directors, Executive Director, Chairman, the Board and various Committees of the Board.

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

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

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

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

Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is not applicable as no Employee was paid remuneration during the year in excess of ' 1.02 Crores when employed throughout the year and ' 8.50 Lakhs per month when employed for a part of the year. Further, there was no employee holding 2% or more of the equity shares of the Company during 2023-24.

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

The details of top ten employees in terms of remuneration drawn during the year 2023-24 is given at Annexure 'E' to this Board's Report.

In terms of Section 1 36 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company between 10:00 a.m. to 12:00 noon on all working days of the Company up to the date of the ensuing 39^th AGM. None of such employees is a relative of any Director of the Company.

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

AUDITORS:

(i) Internal Auditors:

M/s. Parikh Mehta & Associates, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:0112832W) were appointed as Internal Auditors of the Company for the Financial Year 2023-24 and they have submitted their Report to the Audit Committee of Directors.

M/s. Parikh Mehta & Associates, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:01 12832W) have been re-appointed as Internal Auditors of the Company for the Financial Year 2024-25.

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

(ii) Statutory Auditors:

As recommended by the Audit Committee and the Board of Directors, the shareholders at their 35^th AGM, have appointed M/s. CNK & Associates LLP, Chartered Accountants, Vadodara (ICAI Firm Registration No.101 961W/W-1 00036) as Statutory Auditors of the Company for a period of five consecutive Financial Years i.e. from FY 2020-21 to FY 2024-25 to hold office from the conclusion of 35^th AGM to the conclusion of the 40^th AGM.

(iii) Cost Auditors:

Cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 201 3, have been maintained by your Company during the year under review.

M/s. Dalwadi & Associates (Firm Registration No.000338) were appointed as Cost Auditors of the Company for the Financial Year 2023-24.

The Board of Directors has reappointed M/s. Dalwadi & Associates (Firm Registration No.000338) as Cost Auditors of the Company for the Financial Year 2024-25, subject to shareholders' ratification to the remuneration payable to the Cost Auditors.

Resolution at Sr. No. 08 of the Notice of 39^th AGM is recommended for ratification of the Members for the remuneration payable to Cost Auditors for the Financial Year 2024-25.

(iv) Secretarial Auditors:

The Board of Directors had appointed M/s. TNT & Associates, Practicing Company Secretaries, Vadodara, (CP No.3123) as Secretarial Auditors of the Company for the financial year 2023-24. Secretarial Audit Report of M/s. TNT & Associates for the Financial Year 2023-24 ended on 31^st March, 2024 in the prescribed Form-MR 3 is annexed to this Report as Annexure 'B'.

The Board of Directors have appointed M/s. TNT & Associates, Practicing Company Secretaries, Vadodara (CP No.3123), as Secretarial Auditors of the Company for the Financial Year 2024-25.

Qualifications / Adverse Observations of Auditors:

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

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Investor Education and Protection Fund (IEPF)

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

During the Financial Year 2023-24, unclaimed dividend for the Financial Year 2015-16 aggregating ' 26,00,486.50 was transferred to Investor Education and Protection Fund (IEPF).

The Company has also transferred ' 20,45,084.75 to the bank account of the IEPF towards dividend declared by the Company for the Financial Year 2023-24 for such shares which were transferred to the IEPF earlier.

During the Financial Year 2023-24, the Company has also transferred 45,549 Equity Shares to the IEPF in respect of which dividends remained unclaimed for seven consecutive years, pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended.

Shareholders may claim their unclaimed dividend for the years prior to and including the Financial Year 2015-16 and the corresponding shares, if any, from the IEPF Authority by applying in the prescribed Form No. I EPF-5.

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

Attention of the Members is drawn that the unclaimed dividend for the Financial Year 2016-1 7 and the corresponding shares will be due for transfer to the IEPF on 23^rd October, 2024, for which purpose communication has been sent to the concerned Shareholders advising them to claim their dividends. Notices in this regard have also been published in newspapers. Details of such shares are available on the Company's website under the section 'Investors'.

Details of Nodal Officer

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

Name : CS Shalin Patel

Designation : Company Secretary & Compliance Officer and

Nodal Officer

Postal Address : P.O.: Ranoli: 391 350,

Dist.: Vadodara (Gujarat)

Telephone No.: 0265 - 2232768

E-mail ID : investors@gipcl.com

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

As per the recent amendment in the SEBI Listing Regulations, the Dividend Distribution Policy has been made applicable to Top 1000 companies as per Market Capitalization as on 31/03/2021. Accordingly, the Board of Directors of the Company at its Meeting held on 07/08/2021 has adopted "Dividend Distribution Policy" effective from 07/08/2021, which is available on the Company's website at https://www.gipcl.com/corporate-policies.aspx

Risk Management Policy

The Company had constituted the Risk Management Committee of Directors w.e.f. 07/08/2021. Presently the said Committee consists of following Directors:

Pursuant to provisions of Regulations 17 & 21 of SEBI Listing Regulations and Sections 134 & 177 of the Companies Act, 2013 ("the Act") and other applicable provisions, if any, of the SEBI Listing Regulations and the Act, the Board of Directors of the Company has also approved and framed "Risk Management Policy" of the Company, which is available on the website of the Company at https://www.gipcl.com/corporate-policies.aspx

The Board of Directors have reviewed the said Policy at its Meeting held on 29/05/2023.

Annual Return and Extract of Annual Return:

Pursuant to Section 92(3) read with Section 1 34(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the Company's website on https://www.gipcl.com/notice.aspx Anti-Sexual Harassment Policy:

The Company has formulated and implemented a policy as well as constituted an Internal Complaints Committee on prevention of sexual harassment at workplace as required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3. During the year under review, there were no cases filed under the Sexual Harassment of Women under Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Material Changes and Commitments:

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

General Disclosures:

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

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

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

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

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

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

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

Acknowledgements:

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