GHCL Director Report

We are delighted to present the 6^th Integrated Report, prepared in accordance with the framework established by the International Integrated Reporting Council, along with the 41^st Annual Accounts showcasing the business and operations of our company. Additionally, we provide a summary of the standalone and consolidated financial statements for the fiscal year ending on March 31, 2024.

Our directors have taken great pleasure in compiling this comprehensive report, which aims to provide a holistic view of our company''s performance, strategy, and impact. We have followed the guidelines set forth by the International Integrated Reporting Council, ensuring transparency, accountability, and relevance in our reporting.

In this report, we highlight the key achievements, challenges, and progress made by our company during the past year. We delve into the core aspects of our business, including our financial performance, operational activities, governance practices, risk management, and our contributions to the environment, society, and stakeholders.

Furthermore, we present the standalone and consolidated financial statements for the fiscal year, offering a clear and concise overview of our financial position, results of operations, cash flows, and changes in equity. These statements have been prepared in accordance with applicable accounting standards and provide an accurate reflection of our financial performance.

The financial highlights of the Company for FY 2023-24 are given below:

A: FINANCIAL RESULTS AND STATE OF AFFAIRS

(Rs. in Crores)
	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Net Sales /Income from Continue operations	3498.39	4584.05	3498.82	4584.53
Gross profit before interest and depreciation from Continue operations	899.39	1518.64*	899.74	1518.74*
Finance Cost from Continue operations	25.47	37.25*	25.47	37.25*
Profit before depreciation and amortisation -(Cash Profit) from Continue operations	873.92	1481.39	874.27	1481.49
Depreciation and Amortisation from Continue operations	102.10	94.22	102.10	94.22
PBT before exceptional items from Continue operations	771.82	1387.17	772.17	1387.27
Profit before Tax (PBT) from Continue operations	991.11	1442.55	991.46	1463.00
Provision for Tax - Current from Continue operations	191.74	356.61	191.74	353.65
Tax adjustment for earlier years from Continue operations	(0.36)	(0.62)	(0.36)	(0.62)
Provision for Tax - Deferred from Continue operations	6.18	(5.83)	6.18	(5.83)
Profit after Tax from Continue operations	793.55	1092.39	793.90	1115.80
Profit from discontinued operations	Nil	31.92	Nil	33.37
Tax Expense of discontinued operations	Nil	(7.60)	Nil	(7.60)
Profit from discontinued operations after tax	Nil	24.32	Nil	25.77
Profit for the year	793.55	1116.71	793.90	1141.57
Other comprehensive income (OCI)	(0.01)	(3.61)	0.11	(4.17)
Total Comprehensive income for the period	793.54	1113.10	794.01	1137.40
Balance brought forward from last year	3768.56	2797.45	3791.35	2795.38

(H in Crores)
Particulars	Standalone		Consolidated
	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Appropriations
FVTOCI Reserve	0.93	(2.92)	0.93	(2.92)
Final Dividend	(166.46)	(142.68)	(166.46)	(142.68)
Balance carried to Balance Sheet	2799.30	3768.56	2808.55	3791.35
*changed due to reclassification

The Management and Analysis Report (MDA) and the Integrated Annual Report provide detailed discussions on the financial results, operations, and major developments. The standalone and consolidated financial statements have been prepared in accordance with the Indian Accounting Standard (Ind AS). Adhering to Ind AS ensures compliance, transparency, and reliability in financial reporting, accurately presenting the company''s financial position, performance, and cash flows.

Stakeholders are encouraged to review the MDA and Integrated Annual Report for a comprehensive understanding of our performance and value creation efforts.

1. Dividend Distribution Policy Summary

As per Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, our Company''s Board of Directors adopted the Dividend Distribution Policy (DDP) on May 19, 2016, and modified it on November 7, 2023. The DDP ensures transparency in determining dividend amounts and outlines the Board''s commitment to maintaining a dividend payout ratio, including dividend tax, between 15% to 20% of profits after tax (PAT) on a standalone basis.

This Policy is available on our website: [Dividend Distribution Policy] https://ghcl.co.in/wp-content/ uploads/2024/05/Dividend-Distribution-Policy. pdf. It serves as a guiding framework for the Board''s decisions on dividend recommendations, ensuring a consistent approach and reinforcing our commitment to delivering shareholder value.

In compliance with Section 194 of the Income Tax Act, 1961, the Company deducts a 10% Tax Deducted at Source (TDS) on dividend payments, except for dividends up to Rs. 5000 to individual resident shareholders, and no TDS for specified entities such as LIC, GIC, specified insurers, and Mutual Funds under Section 10(23D). For non-resident shareholders, as

per Section 195, TDS is deducted at 20% with the applicable surcharge.

Our Company is dedicated to adhering to regulatory requirements, promoting transparency, and maximizing shareholder value through responsible dividend distribution practices.

2. Dividend

We are pleased to announce our Company''s consistent dividend payment track record for the past 30 years. In line with our Dividend Distribution Policy, the Board has recommended a dividend of Rs. 12.00 per equity share (120% of the paid-up equity share capital) for the financial year ending March 31, 2024. Last year''s total dividend was Rs. 17.50 per equity share.

The proposed dividend is subject to shareholder approval at the AGM on July 8, 2024 (Monday). If approved, dividends will be paid starting July 8, 2024. The Record date to determine the eligibility of shareholders will be July 1, 2024 (Monday). The total dividend payout aligns with our Policy.

3. Transfer to Reserves

The Board has decided not to transfer any profit from FY 2023-24 to the reserve account. Retaining the profits after dividend payments aims to strengthen financial stability, reinvest in growth opportunities, and enhance overall financial resilience.

4. Share Capital

As of March 31, 2024, the paid-up Equity Share Capital is Rs. 95,72,39,860, consisting of 9,57,23,986 equity shares of Rs. 10 each. This is an increase from March 31, 2023, when it was Rs. 95,58,57,860 with 9,55,85,786 equity shares. During the financial year, 1,38,200 equity shares were allotted to employees by exercising stock options under GHCL ESOS 2015, raising the capital to its current level.

5. Employees Stock Options Scheme

Our Company''s Employees Stock Options Scheme (ESOP) for permanent employees was approved by shareholders on July23, 2015, with in-principle approval from Stock Exchanges to issue 50 lakh equity shares against exercise of vested options. The scheme remains unchanged and compliant with ESOP regulations. Dr. S Chandrasekaran from Chandrasekaran Associates has certified that the scheme complies with SEBI regulations and member resolutions. This certificate is available for electronic inspection.

In FY 2023-24, no stock options were granted. Details of the ESOP are provided in the financial statement notes and annexed as Annexure I in this Report.

6. Finance

6.1 Resource Mobilization

Following the demerger of the Spinning business, our Company allocated a Rs. 400 Cr. working capital limit to GHCL Textiles Ltd., leaving Rs. 600 Cr. for our Company. This year, we enhanced our working capital facilities by Rs. 150 Cr., bringing the total to Rs. 750 Cr., involving institutions like SBI, IDBI Bank, Union Bank, HDFC Bank, Axis Bank, ICICI Bank, and CTBC Bank. Additionally, we secured Rs. 175 Cr. in unsecured working capital facilities from HDFC Bank (Rs. 50 Cr.), HSBC Bank (Rs. 75 Cr.), and Yes Bank (Rs. 50 Cr.). We also closed Rs. 44 Cr. in facilities with Bank of Bahrain and Kuwait.

6.2 Interest Rate Management

Our Company maintains a strong loan repayment record. Due to market liquidity tightening, our long-term borrowing interest rate increased by

0. 74% this year. We prepaid Rs. 59 Cr. in high-cost long-term borrowing to save on interest costs.

As of March 31, 2024, long-term borrowing is Rs. 195.64 Cr at 8.69% ROI, with no short-term borrowing. The interest accrued on this loan, Rs. 1.07 Cr, will be paid next quarter.

6.3 Affirmation of External Credit Ratings

1. 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.

ii. CRISIL has affirmed our credit rating and revised the outlook from Stable to Positive for our Rs. 150 Crore Non-convertible Debenture (NCD) issuance, assigning a rating of CRISIL AA- (Positive).

6.4 Investors'' Education and Protection Fund (IEPF)

Our Company transferred Rs. 100.34 lacs to the IEPF during the financial year, towards unclaimed dividends. 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. Please note that due to technical glitches in the system of the MCA the Company has filed IEPF 1 with additional fees, which was beyond the control of the company. We remain dedicated to upholding high standards of corporate governance and protecting investor rights.

7. Change in Nature of Business

During the Financial Year 2023-24, our Company''s core business remained unchanged, ensuring stability and consistency in our operations and services to customers. The demerger of our spinning business, as approved by the Hon''ble NCLT Ahmedabad bench, was successfully completed during the year. This strategic decision aimed to streamline operations and focus on core business areas.

We confirm that there have been no material changes between April 1, 2024, and the date of signing this Report.

8. Management Discussion & Analysis

In compliance with Regulation 34 (2) (e) of the Listing Regulations, 2015, we refer you to our Management''s Discussion and Analysis Report (MDA) included in our Annual Report. The MDA comprehensively reviews our Company''s operations, performance, and future outlook, covering market trends, financial performance, achievements, challenges, and strategic initiatives. It provides valuable insights and perspectives on our business performance and prospects. We encourage stakeholders to consult the MDA to understand our Company''s operations and outlook.

B: INTEGRATED REPORT

Your Company is committed to sustainable development,

aiming for an inclusive, sustainable, and resilient future

that harmonizes economic growth, social inclusion, and environmental protection. We have transitioned from compliance-based reporting to governance-based reporting, adopting the Integrated Report (IR) framework developed by the International Integrated Reporting Council. This framework, included in our Annual Report, presents a clear vision of our business model and how we integrate sustainability into our decision-making processes. It enhances transparency, accountability, and understanding of our value creation process, aligning our business objectives with sustainable development goals.

C: PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS:

The details of business performance and the state of the Company''s affairs are provided in the Management''s Discussion and Analysis (MDA) Report (from Page No. 148 to Page No. 152) and Integrated Report (from Page No. 2 to Page No. 65).

1. Scheme of Arrangement for Demerger of the Spinning Business:

The demerger scheme for the Yarn business, effective from April 1, 2023, was completed during the year. According to Clauses 6.1 to 6.4 of the scheme, GHCL Limited''s authorized capital was reduced from Rs. 175 Cr. to Rs. 140 Cr. and corresponding modifications were made to the memorandum of association. Additionally, GHCL Limited''s initial investment in GHCL Textiles Limited was canceled as per the scheme''s requirements.

The Board of Directors of GHCL Textiles Limited (Resulting Company) allotted 9,55,85,786 equity shares of Rs. 2 each to GHCL Limited (Demerged Company) shareholders as of April 8, 2023. This allotment was on a 1:1 basis. The shares received final listing and trading approval from BSE and NSE on June 8, 2023, with trading starting on June 12, 2023. All the shares were allotted in dematerialized form, and those holding shares in physical form in GHCL were credited to the escrow account and can be claimed after completing the necessary procedures and submitting mandatory documents. Detailed procedures are available on our Company''s website at this link Claim Shares from Escrow Suspense Account - GHCL

The cost of acquisition for equity shares has been split as per Sections 49(2C) and 49(2D) of the Income Tax Act, 1961. The cost for GHCL Limited (Demerged

Company) shares is 65.45%, and for GHCL Textiles Limited (Resulting Company) shares is 34.55%. All formalities related to the demerger of the spinning division are now complete.

2. Awards and Recognition:

Our Company received significant recognition and accolades during the financial year 2023-24. Detailed information is available on pages 6 and 7 of the Integrated Report. These honors reflect our employees'' and stakeholders'' hard work and dedication, underscoring our commitment to excellence in sustainability, environmental stewardship and fostering a positive work culture.

3. Subsidiaries:

In compliance with Section 136 of the Companies Act, 2013, we do not attach the financial statements of our subsidiary companies with the Annual Report. However, these can be provided upon written request and are available for inspection at our Registered Office during business hours.

Currently, GHCL Limited has no operational subsidiaries. Rosebys Interiors India Limited (RIIL), an Indian subsidiary, has been under liquidation since July 15, 2014.

For further details on subsidiaries, joint ventures, or associate companies, refer to Note no. 36 at page no. 270 of the Annual Report and the statement under Section 129(3) on page no. 381. These statements are also available on our website www.ghcl.co.in

4. Consolidated Financial Statements:

We are pleased to provide the Consolidated Financial Statements for the year ended March 31, 2024, prepared in accordance with Indian Accounting Standards (IND AS) as required by Regulations 33 and 34 of SEBI Listing Regulations, 2015.

These statements offer a comprehensive overview of the financial performance and position of our Company and its subsidiaries, including operations, assets, liabilities, revenue, and expenses. This consolidation enables stakeholders to assess the entity''s overall financial health.

By presenting these Consolidated Financial Statements, we aim to fulfil our disclosure obligations and provide

transparency to our investors, shareholders, and regulatory authorities.

5. Corporate Governance:

Our Company prioritizes maintaining high standards of Corporate Governance, recognizing its role in promoting transparency, accountability, and credibility. We strictly adhere to SEBI''s Corporate Governance requirements and have implemented best practices in board composition, independent directors, board committees, risk management, internal controls, ethical conduct, and stakeholder engagement.

As part of our Annual Report, we include a detailed Corporate Governance report as mandated by Regulation 34 of SEBI Listing Regulations, 2015. This Report provides insights into our governance structure, policies, and practices. Additionally, our auditors certify compliance with Corporate Governance norms, validating our adherence to prescribed standards.

We aim to foster trust, integrity, and long-term sustainability by upholding strong governance standards, creating value and maintaining strong relationships with all stakeholders.

6. Board Meetings:

The Board of Directors follows a structured approach to planning and conducting meetings, typically scheduled in advance but occasionally convened on shorter notice for urgent matters. During the financial year ending March 31, 2024, the Board held four meetings to review and discuss the Company''s strategic, operational, and financial performance. Details of these meetings, including dates and agenda, are available in the Corporate Governance Report.

The intervals between meetings complied with the Companies Act, 2013 and SEBI Listing Regulations, 2015, ensuring effective governance and regular performance evaluation. This structured approach fosters transparency, accountability, and informed decision-making, contributing to the Company''s success and growth.

7. Directors:

The Board is pleased to announce important appointments and confirmations. Mr. Anurag Dalmia, Non-Executive Chairman, is retiring by rotation

and offers himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

Following recommendations from the Nomination and Remuneration Committee, the shareholders have re-appointed Dr. Manoj Vaish, Justice Ravindra Singh (Retd.), and Mr. Arun Kumar Jain (Ex-IRS) as independent directors for a second term from April 1, 2024, to March 31, 2029.

Dr. Lavanya Rastogi, Independent Director, completed his tenure on March 31, 2024.

The Board expresses gratitude for the contributions of outgoing directors Shri Sanjay Dalmia and Dr. Lavanya Rastogi.

All Independent Directors have confirmed their independence and compliance with Section 149(6) of the Companies Act, 2013, and relevant SEBI Listing Regulations. No director is debarred from holding office as per SEBI orders.

The Board affirms that all Independent Directors have the necessary integrity, expertise, and experience. They have enrolled in the Independent Directors'' Databank with the Indian Institute of Corporate Affairs (IICA). Two of the four Independent Directors are exempt from the online proficiency test, while the remaining two have passed the test within the stipulated time.

8. Lead Independent Director:

On July 29, 2021, the Board appointed Dr. Manoj Vaish, Independent Director and Chairman of the Audit & Compliance Committee, as the Lead Independent Director. The role and responsibilities of the Lead Independent Director are mentioned in the Corporate Governance Report within the Annual Report.

9. Nomination and Appointment of Directors:

Information on the nomination and appointment process of Directors, including the core skills and expertise of the Board, is available in the Corporate Governance Report included in the Annual Report. This Report offers detailed insights into the Company''s governance practices, ensuring transparency and accountability in director selection.

10. Key Managerial Personnel:

As per Section 203 read with Section 2(51) of the Companies Act, 2013, Mr. R S Jalan serves as the

Managing Director, Mr. Raman Chopra as CFO & Executive Director (Finance), and Mr. Bhuwneshwar Mishra as Vice President - Sustainability & Company Secretary. There have been no changes in the Key Managerial Personnel during the year, ensuring stability and consistency in management and operations.

11. Familiarization Program for Independent Directors:

Our Company conducts a structured orientation program for new Independent Directors (IDs) to facilitate their integration into the Board. This program includes presentations by Executive Directors and the Company Secretary, covering various aspects of our Company''s operations, corporate structure, governance procedures, and their roles and responsibilities. Additionally, visits to our plants and CSR activity locations are arranged upon request to provide firsthand exposure.

To further enhance their knowledge and skills, all Independent Directors have access to an online learning platform called Skillsoft. They are encouraged to complete courses on relevant topics such as ESG, risk management, stakeholders'' engagement, CSR, and cyber security.

Policy awareness Program

In the financial year 2023-24, GHCL Limited prioritized enhancing awareness of its Business Responsibility and Sustainability Reporting (BRSR) Policy and other statutory policies among its directors and employees. A training program was introduced to ensure a thorough understanding of these policies, including the nine principles outlined in the BRSR Policy.

The program was integrated with the Success-Factors platform for easy access to materials and participation in an examination linked directly to the learning management system. Participants engaged with the policies through an awareness test series.

Clear qualification criteria were set, and upon successful completion, participants received a certificate signed by key executives. The program ran from November 3, 2023, to March 31, 2024, with approximately 50% -60% of employees qualifying for the test. All the Board members passed the tests.

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.

12. Board Evaluation:

In compliance with the Companies Act, 2013, SEBI Guidance Note on Board Evaluation (issued on January 5, 2017), and SEBI Listing Regulations, 2015, the Board conducted its annual evaluation in its meeting held on November 7, 2023. A separate meeting was held on October 26, 2023, for independent directors to consider the evaluation of non-independent directors, overall performance of the Board and its committees.

We utilized an electronic application to streamline the evaluation process, ensuring secure data management and reducing paper usage. Evaluation criteria were broadly based on the SEBI Guidance Note on Board Evaluation, covering aspects like committee structure, meeting effectiveness, and more.

Evaluation of the Board and its constituents focused on various factors, including functions, responsibilities, competencies, strategy, risk management, diversity, and business nature. A comprehensive questionnaire was circulated to assess directors'' knowledge, independence, involvement in planning, engagement, and understanding of risk profiles. Additionally, the Chairman''s leadership and coordination skills were evaluated.

The Nomination and Remuneration Committee assessed individual Directors'' performance based on their contributions to the Board or its committees. The committee determined a profit-based commission for directors, considering overall performance. These evaluations ensure effective Board operations, significant contributions from Directors, and appropriate remuneration based on performance.

13. Nomination and Remuneration Policy:

The Board, upon the recommendation of NRC, approved the Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP), and all other employees. The Policy aims to attract, retain, and motivate qualified individuals, ensure market competitiveness in salaries, provide performance-based rewards, and comply with statutory

requirements. It guides the effective management of nominations and remunerations, aligning with Company objectives and industry standards. The Policy is available on the Company''s website at https://ghcl. co.in/wp-content/uploads/2024/05/Nomination-Remuneration-Policy.pdf

14. Managerial Remuneration & Particulars of employees:

The Report incorporates disclosures on remuneration and related details, as mandated by Section 197(12) of the Companies Act, 2013, along with Rule 5 (1) to (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, presented as Annexure II. This annexure includes a statement with the names and particulars of employees receiving remuneration exceeding the specified limits. These disclosures uphold compliance with legal requirements and ensure transparency in remuneration reporting.

15. Secretarial Audit Report:

Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to undertake a Secretarial Audit and shall annex with its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

GHCL has adopted an ongoing secretarial audit practice throughout the financial year and has placed its periodic secretarial audit report before the Audit & Compliance Committee and Board. This approach has resulted in detecting areas of improvement early and strengthened our level of compliance reporting.

The Secretarial Audit Report for the financial year ended March 31, 2024, annexed with the Board''s Report and formed as part of the Annual Report. This Report is self-explanatory and does not call for any further comments.

16. Secretarial Standards:

GHCL consistently complies with the Secretarial Standards prescribed by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs of India. These standards are vital guidelines for ensuring compliance and governance. Adhering to these standards underscores our commitment to transparency, ethical practices, and effective stakeholder communication. Our strict adherence reflects our dedication to robust internal processes, accurate disclosures, and compliance

culture, strengthening our governance framework and stakeholder trust.

17. Listing Status

GHCL''s equity shares are listed on BSE Limited and National Stock Exchange of India Limited. We paid the annual listing fees for 2023-24 and 2024-25, 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.

18. Web address for annual return and other policies/ documents:

The Annual Return, 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/2024/05/GHCL-Annual-Return-2023-24.pdf

Additionally, other company policies and documents are also accessible on the website as per statutory requirements.

19. Corporate Social Responsibility (CSR):

GHCL is committed to fostering inclusive growth and has been actively engaged in projects aimed at society''s holistic development and welfare since its inception. Through the GHCL Foundation Trust, we have expanded our CSR initiatives to reach a broader spectrum of beneficiaries, assisting marginalized communities and developing social infrastructure for their well-being.

A comprehensive CSR Policy guides our CSR activities, the details of which can be accessed on our website, www.ghcl.co.in. You can find the CSR Policy directly at this link: [GHCL CSR Policy] https://ghcl.co.in/wp-content/uploads/2024/05/CSR-Policy.pdf

During the financial year 2023-24, GHCL spent Rs. 16.80 crores on CSR activities, which was slightly below the statutory minimum. Unspent funds of Rs. 1.29 crores were deposited in compliance with Section 135 of the Companies Act, 2013.

The CSR Committee, chaired by Mr. Anurag Dalmia, oversaw these initiatives and held two meetings during the year. Initiatives focused on areas like agriculture, healthcare, education, and women empowerment

are aligned with Schedule VII of the Companies Act, 2013. A detailed CSR activities report is provided as Annexure III.

20. Business Responsibility and Sustainability Report (BRSR):

In line with revised Regulation 34(2)(f) of the Listing Regulations, 2015, and the National Guidelines on Responsible Business Conduct (NGRBC) by the Ministry of Corporate Affairs, companies are now required to prepare Business Responsibility and Sustainability Reports Core (BRSR). This replaces the previous Business Responsibility Report (BRR) and aligns with global reporting frameworks like GRI, SASB, TCFD, and Integrated Reporting.

GHCL Limited, ranked 690^th on NSE and 698^th on BSE by market capitalization as of March 31, 2024, falls within the scope of this requirement. While assurance is not mandatory for GHCL, it has opted for limited assurance voluntarily for its BRSR.

The BRSR is assessed and assured by Sustainability Actions Pvt. Ltd., and is also available on the Company''s website and forms part of the Annual Report. The limited assurance process reviewed policies related to NGRBC and quantitative matrices, alongside systems, procedures, data collection mechanisms, and standards for BRSR preparation. The BRSR for the previous year specifically considered data related to the Soda Ash and CPD business, excluding information pertaining to the Yarn division following its demerger.

21. Composition of Audit and Compliance Committee

The Audit Committee of the Board has been constituted in accordance 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 Listing Regulations. The composition details is given in corporate governance report. The primary purpose of the audit and compliance committee is to ensure effective supervision and monitoring of the management''s financial reporting process, maintaining the highest standards of transparency, integrity, and quality.

22. Composition of Stakeholders Relationship Committee (SRC):

The Stakeholders Relationship Committee has been established in accordance with Section 178(5) of the Companies Act, 2013, and Regulation 20 of the Listing Regulations. The committee''s main responsibility is to address and resolve grievances raised by the Company''s security holders, which include concerns related to share transfers, non-receipt of annual reports, and non-receipt of dividends, among others. The detail composition of the committee is given in corporate governance report.

The Company has published its ''Investors'' Grievance Redressal Policy'' on the Company''s website, https:// ghcl.co.in/wp-content/uploads/2024/05/lnvestor-Grievance-Redressal-Policy.pdf

23. Composition of Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee of the Board has been established in accordance 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 Listing Regulations. The committee is responsible for determining the qualifications, positive attributes, and independence of directors, as well as recommending a remuneration policy for directors, Key Managerial Personnel, and other employees.

All members, including the Chairperson, are Independent Directors. Detailed information about the committee can be found in the Corporate Governance Report.

24. Vigil Mechanism / Whistle Blower Policy

GHCL Limited, as a conscientious and vigilant organization, upholds the principles of fairness, transparency, professionalism, honesty, integrity, and ethical behavior. In line with its commitment to providing a secure and fearless working environment for its employees and other stakeholders, the Company has implemented a comprehensive Whistle Blower Policy. The Board of Directors have revised the policy in their meeting held on May 6, 2024.

The Whistle Blower Policy aims to encourage directors, employees and other stakeholders to report any instances of unethical behavior, actual or suspected fraud, or violations of GHCL''s code of conduct or Ethics

Policy in line with the policy. Further, the details about the WBP can be found in corporate governance report and also available on company website.

25. Related Party Transactions:

GHCL Limited has not engaged in any significant related party transactions with its Promoters, Directors, Key Managerial Personnel, or other designated persons that could potentially conflict with the Company''s interests. Therefore, the disclosure requirement under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 does not apply.

All related party transactions undergo thorough review and approval by the Audit & Compliance Committee. For repetitive transactions conducted on an arm''s length basis in the ordinary course of business, prior omnibus approval is obtained from the Committee. Quarterly, a statement detailing all related party transactions, supported by a Certificate from the Chief Financial Officer, is presented to both the Committee and the Board.

None of the Directors have significant pecuniary relationships with the Company. The Related Party Transactions Policy, approved by the Board and revised during the year, is available on the Company''s website for reference.

26. Particulars of Loans, Guarantees or Investments:

The details of loans, guarantees, and investments under Section 186 of the Companies Act, 2013 are provided in the Financial Statements'' notes. These notes offer comprehensive information on the nature, terms, conditions, and any related party transactions.

They ensure transparency and stakeholder understanding of the Company''s financial activities and commitments. Stakeholders are encouraged to refer to the Financial Statements for a comprehensive overview of these details, promoting regulatory compliance and accountability.

27. R''sk and Sustainability Committee:

The Risk & Sustainability Committee, formed in compliance with Regulation 21 of the Listing Regulations, oversees governance, risk management, sustainability, and compliance (GRC). Details of

the committee and its activities are available in the Corporate Governance Report.

GHCL Limited acknowledges the impact of various factors on its business value chain and emphasizes systematic risk management to ensure sustainability. While the Board holds ultimate responsibility for risk oversight, the committee guides risk management policy implementation. Operational heads oversee policy implementation, fostering a risk-aware culture, with senior executives serving as risk owners. The Board-approved Risk Management Policy is accessible on the Company''s website at this link https://ghcl.co.in/wp-content/uploads/2024/05/Risk-Management-Policy.pdf

28. Conservation of Energy, Technology Absorption, Foreign Exchange Earning, and Outgo

Detailed information on energy conservation, technology absorption, and foreign exchange earnings and outgo, as mandated by Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure - IV, as an integral part of this Report. Annexure - IV includes comprehensive data and disclosures regarding the Company''s initiatives and performance in conserving energy, adopting new technologies, and its foreign exchange earnings and outflows. Stakeholders are encouraged to refer to Annexure - IV for a thorough understanding of the Company''s activities and accomplishments in these areas.

29. Disclosures under the Sexual Harassment of Women

at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

GHCL remains steadfast in its commitment to fostering a safe and inclusive work environment, free from harassment or intimidation. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has established a robust policy for preventing sexual harassment. Internal Complaints Committees have been instituted at all major locations to address any related complaints, ensuring transparency and fairness throughout the investigation process.

Regular awareness programs are conducted to educate employees on their rights and the provisions of the POSH Act, fostering a culture of respect and

gender equality. Notably, no complaints related to sexual harassment were reported during the year, underscoring the effectiveness of our policies and awareness initiatives in maintaining a secure work environment for all stakeholders.

30. Statutory Auditor

M/s S. R. Batliboi & Co. LLP, Chartered Accountants, were re-appointed as the statutory auditors of the Company in the 38^th Annual General Meeting held on June 19, 2021, for a consecutive five-year term until the conclusion of the 43^rd AGM. They have diligently audited the Company''s books of accounts for the financial year ended March 31, 2024, and issued the Independent Auditors'' Report. Notably, no frauds have been reported by the auditors to the Audit & Compliance Committee or to the Board under Section 143(12) of the Companies Act, 2013, reaffirming the integrity and accuracy of the Company''s financial statements.

31. Auditor''s Report:

The Company''s Statutory Auditors did not make any qualification, reservation, adverse remark, or disclaimer in their Report for the financial year ended March 31, 2024. Hence, no further explanation or comment is required under Section 134(3)(f) of the Companies Act, 2013.

32. Cost Auditor:

The Company maintains cost records as required by Section 148 of the Companies Act, 2013, and appoints Cost Auditors to audit these records. M/s R J Goel & Co. Cost Accountants, New Delhi, has been appointed as the Cost Auditor for the financial year ending March 31, 2025, based on the recommendation of the Audit & Compliance Committee. The Cost Audit Report for the financial year ended March 31, 2023, does not contain any qualification or adverse remarks requiring clarification or explanation.

33. Internal Auditor

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, Chartered Accountant, and M/s. R. Subramanian and Company

LLP, Chartered Accountants, as the Internal Auditor of the Company for the financial year ended on March 31, 2024 to conduct the internal audit of the activities of the Company.

34. Corporate Insolvency Resolution Process (CIRP)

Regarding the application filed by HT Media Limited against GHCL Limited for initiating CIRP under IBC, 2016, we would like to update that Hon''ble NCLT, Ahmedabad vide its order dated March 12, 2024 held that said application filed by HT Media is not maintainable and stands rejected as debt claimed by the applicant (i.e. HT Media Limited) does not falls under the ambit of the financial debt provided under the Section 5(8) of IBC, 2016. The Company filed the required disclosure regarding this legal updates to the Stock Exchanges on March 13, 2024.

35. Directors’ Responsibility Statement:

Based on the framework of internal financial controls established and maintained by the company, work performed by the internal, statutory, secretarial and cost auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors 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 2023-24. 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, 2024, 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, 2024 and of the profit and loss of the Company for the financial year ended March 31, 2024;

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, 2024 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.

36. General Disclosures

Your Directors state that 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 related to HT Media which was rejected by the Hon''ble NCLT.

37. Acknowledgement:

The Board of Directors extends its sincere appreciation to all stakeholders - customers, vendors, dealers, investors, business associates, and bankers for their continued support, which has been pivotal to the Company''s success.

We also acknowledge the dedication and hard work of our employees at every level. Their commitment, teamwork, and support have been instrumental in overcoming challenges and achieving our objectives.

We express gratitude to the Government of India, State Governments, and regulatory authorities for creating a favorable business environment and look forward to their continued support.

The collective efforts of all stakeholders have been vital in driving the Company''s progress, and we value their contributions deeply.