Directors Report of GHCL Ltd.

Mar 31, 2025

We are pleased to present GHCL''s 7th Integrated Report, prepared in line with the framework established by the International Integrated
Reporting Council (IIRC), along with the 42nd Annual Financial Statements detailing the business performance and operations of our company.
This report also includes a summary of our standalone and consolidated financial statements for the financial year ending March 31, 2025.

At GHCL, we are committed to setting new benchmarks in corporate transparency and accountability. This comprehensive report is a
testament to our dedication to providing a holistic view of our performance, strategy, and impact. It reflects our focus on long-term value
creation, integrating financial and non-financial aspects while adhering to global best practices in reporting.

Through this report, we aim to offer deeper insights into our achievements, challenges, and strategic initiatives undertaken in the past year.
It provides a comprehensive analysis of our financial performance, highlighting growth, profitability, and financial strength. We showcase
our commitment to operational excellence by detailing major milestones, efficiency improvements, and key business developments. Our
robust corporate governance framework reflects our dedication to ethical leadership, compliance, and stakeholder trust. Additionally,
we emphasize our proactive risk management approach, ensuring resilience by identifying and mitigating potential business risks.
Furthermore, our sustainability and ESG commitments demonstrate our continuous efforts to create a positive environmental and social
impact, reinforcing responsible business practices that drive long-term value for all 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 FY 2024-25 are given below:

A: FINANCIAL RESULTS AND STATE OF AFFAIRS

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Net Sales /Income	3,273.21	3,498.39	3,271.22	3,498.82
Gross profit before interest and depreciation	965.81	899.39	963.73	899.74
Finance Cost	16.12	25.47	16.12	25.47
Profit before depreciation and amortisation - (Cash Profit)	949.69	873.92	947.61	874.27
Depreciation and Amortisation	111.54	102.10	111.54	102.10
PBT before exceptional items	838.15	771.82	836.07	772.17
Profit before Tax (PBT)	838.15	991.11	836.07	991.46
Provision for Tax - Current	214.35	191.38	214.35	191.38
Provision for Tax - Deferred	(2.43)	6.18	(2.43)	6.18
Profit for the year	626.23	793.55	624.15	793.90
Other comprehensive income (OCI)	(0.21)	(0.01)	(0.56)	0.11
Total Comprehensive income for the period	626.02	793.54	623.59	794.01
Balance brought forward from last year	2,799.30	3,768.56	2,808.55	3,777.46
Appropriations
FVTOCI Reserve	(2.81)	0.93	(2.81)	0.93
Final Dividend	(114.35)	(166.46)	(114.35)	(166.46)
Balance carried to Balance Sheet	3,308.37	2,799.30	3,315.54	2,808.55
EPS - Basic (in H)	65.72	83.39	65.50	83.43
EPS - Diluted (in H)	65.56	83.29	65.34	83.33
Book Value per share (in H)	363.72	310.27	364.35	311.15

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. Our standalone and consolidated financial
statements have been meticulously prepared in accordance
with Indian Accounting Standards (Ind AS), ensuring compliance,
transparency, and reliability in financial reporting.

We encourage 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 & Tax Compliance: In line
with Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, GHCL''s
Board of Directors adopted the Dividend Distribution
Policy (DDP) on May 19, 2016, which was later revised
on November 7, 2023. This policy ensures transparency
and consistency in determining dividend payouts and
reflects the Board''s commitment to maintaining a
dividend payout ratio of 15% to 20% of profits after
tax (PAT) on a standalone basis.

Our Dividend Distribution Policy is available on our
website at given link: https://ghcl.co.in/wp-content/
uploads/2024/05/Dividend-Distribution-Policy.
pdf It serves as a guiding framework for the Board''s
dividend decisions, ensuring a structured and equitable
approach to reward shareholders while maintaining
financial prudence.

In compliance with Section 194 of the Income Tax
Act, 1961, a 10% Tax Deducted at Source (TDS) is
applied to dividend payments, except for individual
resident shareholders receiving dividends up to
H 10,000, where no TDS is deducted. Additionally,
certain exempt entities, such as LIC, GIC, specified
insurers, and Mutual Funds under Section 10(23D), are
not subject to TDS. For non-resident shareholders, as
per Section 195, TDS is deducted at 20% along with
the applicable surcharge.

2. Dividend Announcement: We are proud to uphold our
31-year track record of consistent dividend payments. In
line with our Dividend Distribution Policy, the Board has
recommended a dividend of H 12.00 (rupees twelve) per
equity share (120% of the paid-up equity share capital) for
the financial year ending March 31, 2025. For reference,
last year''s dividend was H 12.00 per equity share.

The proposed dividend is subject to shareholder
approval at the Annual General Meeting (AGM) on July
24, 2025 (Thursday). If approved, dividend payments
will commence from July 24, 2025. The Record
Date to determine eligible shareholders is July 17,
2025 (Thursday).

This dividend payout is in alignment with our
commitment to shareholder value and our Dividend
Distribution Policy.

3. Transfer to Reserves: The Board has decided not
to transfer any profit from FY 2024-25 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: As of March 31, 2025, the paid-up Equity
Share Capital stands at H 95,75,47,860, comprising
9,57,54,786 equity shares of H 10 each. This marks an
increase from March 31, 2024, when the capital was
H 95,72,39,860, with 9,57,23,986 equity shares.

During the financial year, the Company allotted 30,800
equity shares to employees upon the exercise of stock
options under the GHCL ESOS 2015, resulting in the
current share capital level.

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) Regulations, 2014 ("SBEB Regulations”).

Our Secretarial Auditor, Dr. S. Chandrasekaran from
Chandrasekaran Associates, has certified that the
ESOP scheme aligns with SBEB Regulations and the
resolutions passed by shareholders. This certification is
available for electronic inspection.

For the financial year 2024-25, 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.

6. Finance

6.1 Resource Mobilization

During the year, your Company executed amendatory
documents for working capital facilities with
enhancement of H 150 crs from H 600 crs (FB: H 400
crs & NFB: H 300 crs) to H 750 crs (FB: H 450 crs &
NFB: 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. We have
closed secured working capital facility with Union
Bank of India (H 150 crs) and unsecured working capital
facilities with HDFC Bank (H 50 crs) and Yes Bank
(H 50 crs) during the year.

6.2 Interest Rate Management

Our Company maintains a strong loan repayment record.
Despite the key rates remaining stagnant fairly throughout
the previous year, overall interest rates have risen in the
range of 0.25% to 0.50% in response to tighter liquidity
conditions in the market. In spite of these challenges, our
Company has effectively managed its borrowing costs,
with a negligible increase of 0.13%. We have prepaid
H 24 Cr. high-cost long-term borrowing of ICICI Bank out
of our surplus funds to save interest costs.

As of March 31, 2025, long-term borrowing is H 97.15
Cr at 8.67% ROI, with no short-term borrowing.
The interest accrued on this loan, H 0.85 Cr, will be
paid next quarter.

6.3 Affirmation of External Credit Ratings

i. 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 of CRISIL
AA- (Stable) for our H 150 Crore Non-convertible
Debenture (NCD) issuance and simultaneously
withdrawn NCD rating on our request.

6.4 Investors'' Education and Protection Fund (IEPF)

Our Company transferred H 65.21 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. We remain dedicated to
upholding high standards of corporate governance and
protecting investor rights.

7. Change in Nature of Business: During the financial
year 2024-25, our core business remained
unchanged, ensuring stability and consistency in our
operations and services.

We are pleased to report that our greenfield Soda
Ash project in Kutch, Gujarat, is making significant
progress. With environmental clearance received,
the project is advancing steadily. Additionally, the
upcoming commissioning of the Vacuum Salt and
Bromine projects will further strengthen our growth
trajectory and expand our product portfolio.

Your directors remain committed to enhancing
shareholder value through strategic initiatives and
focused execution.

We also confirm that no material changes and
commitments which affecting the Financial position
of the Company have occurred between April 1, 2025,
and the date of signing this report.

8. Management Discussion & Analysis

In accordance with Regulation 34(2)(e) of the SEBI
(Listing Obligations and Disclosure Requirements),
Regulations, 2015, (“SEBI Listing Regulations”) we
invite you to review the Management Discussion &
Analysis (MDA) Report included in our Annual Report.

The MDA Report offers a comprehensive overview
of our operations, financial performance, and
strategic direction. It covers market trends, key
achievements, challenges, and future growth
initiatives, providing valuable insights into our business
performance and outlook.

We encourage all stakeholders to refer to the MDA
Report for a detailed understanding of our company''s
progress, industry positioning, and long-term vision.

B: INTEGRATED REPORT

At GHCL, we are committed to sustainable development,
striving for a future that balances economic growth, social
inclusion, and environmental responsibility. Our approach
goes beyond mere compliance—we have embraced
governance-based reporting, aligning with the Integrated
Reporting (IR) framework developed by the International
Integrated Reporting Council (IIRC).

This Integrated Report, included in our Annual Report,
provides a clear and comprehensive view of our business
model and how we embed sustainability into our
decision-making processes. It strengthens transparency,
accountability, and stakeholder understanding of how we
create value while aligning our business objectives with
sustainable development goals (SDGs).

C: Performance Highlights and State of Company''s
Affairs:

A detailed analysis of our business performance and the
overall state of the Company''s affairs can be found in
the Management Discussion & Analysis (MDA) Report
(Page no. 151 to 157) and the Integrated Report (Pages no. 4
to 70) 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 2024-25, GHCL received
prestigious awards and accolades, recognizing
our commitment to excellence in 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 to pages 43 and 44 of the Integrated Report

2. Subsidiaries:

Currently, GHCL Limited does not have any operational
subsidiaries. Our Indian subsidiary, Rosebys Interiors
India Limited (RIIL), has been under liquidation
since July 15, 2014.

Further, the financial statements of subsidiary
companies to the Company 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 on Page
no. 365 of the Annual Report and the statement under
Section 129(3) on Page no. 368 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, 2025,

prepared in accordance with Indian Accounting
Standards (Ind AS), as mandated by Regulations 33 and
34 of SEBI Listing Regulations.

These financial statements provide a comprehensive
view of our financial performance and position,
covering our operations, assets, liabilities, revenue,
and expenses, along with those of our subsidiaries. By
consolidating this information, we offer stakeholders a
clear and complete picture of our overall financial health.

Through these statements, we reaffirm our
commitment to transparency, accountability, and
regulatory compliance, ensuring that our investors,
shareholders, and regulatory authorities have a well-
rounded understanding of GHCL''s financial standing.

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, reinforcing our commitment to
regulatory excellence and ethical business conduct.

By maintaining strong governance standards, we strive
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, 2025, the
Board held six 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, reinforcing GHCL''s commitment to sustainable
growth and long-term success.

6. Directors:

The Board of Directors is pleased to announce key
appointments and confirmations.

• Mr. Ravi Shanker Jalan, Managing Director, is
retiring by rotation and has offered himself
for re-appointment. The Board recommends
his re-appointment at the upcoming Annual
General Meeting (AGM).

• Based on the recommendations of the Nomination
and Remuneration Committee, 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.

• Based on the recommendations of the
Nomination and Remuneration Committee and
the Board of Directors, Mr. Neelabh Dalmia (DIN:
00121760) be and is hereby re-appointed as a
Whole Time Director designated as Executive
Director (Growth & Diversification Projects) of
the Company, for a period of 5 years with effect
from February 1, 2025.

• Dr. Lavanya Rastogi, Independent Director,
completed his tenure on March 31, 2024. Dr.
Lavanya Rastogi ceased from directorship of
the Company effective from April 1, 2024. The
Board expresses gratitude for the contributions
of outgoing director Dr. Lavanya Rastogi.

All Independent Directors have confirmed their
independence and compliance with Section 149(6) of
the Companies Act, 2013 and rules made thereunder,
and relevant SEBI Listing Regulations. Additionally, no
director is debarred from holding office by any SEBI
order or any other regulatory authority.

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. Lead 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 is instrumental in strengthening
governance, facilitating independent oversight, and
enhancing board effectiveness.

The specific roles and responsibilities of the Lead
Independent Director are detailed in the Corporate
Governance Report within the Annual Report.

8. Nomination and Appointment of Directors:

Details on the nomination and appointment process
of Directors, including the core skills, expertise,
and competencies of the Board, are provided in the
Corporate Governance Report within the Annual Report.
This section offers valuable insights into our governance
framework, ensuring transparency, accountability, and a
well-structured approach to director selection.

9. Key Managerial Personnel:

In accordance with Section 203, read with Section
2(51) of the Companies Act, 2013, the following
executives continue to serve as Key Managerial
Personnel (KMP) of GHCL:

• Mr. Ravi Shanker Jalan - Managing Director

• Mr. Raman Chopra - CFO & Executive
Director (Finance)

• Mr. Bhuwneshwar Mishra - Vice President -
Sustainability & Company Secretary

10. Familiarization Program for Independent Directors:

At GHCL, we have a structured orientation program
designed to help new Independent Directors (IDs)
seamlessly integrate into the Board. This program
includes comprehensive sessions led by Executive
Directors and the Company Secretary, covering key
aspects such as company operations and business

model, corporate structure and governance framework
and roles, responsibilities, and regulatory obligations.

Additionally, upon request, site visits to our
manufacturing plants and CSR initiative locations are
arranged, providing firsthand exposure to our business
operations and social impact.

To further enhance their knowledge and expertise, all
Independent Directors have access to "Skillsoft", an
online learning platform offering specialized courses
on ESG, risk management, stakeholder engagement,
CSR, and cybersecurity. They are actively encouraged
to complete these courses to stay updated on evolving
governance trends and industry best practices.

During the financial year 2024-25, GHCL organized
a plant visit for all Board members, providing them
with a firsthand understanding of our operations. As
part of this visit, the Board interacted with the senior
management team of the Soda Ash division and also
toured CSR initiative sites, gaining valuable insights
into our social impact efforts.

Additionally, the senior functional management team
conducted comprehensive presentations, outlining
their strategies, key challenges, and future growth
plans, ensuring that the Board remains well-informed
and aligned with the Company''s long-term vision.

Policy awareness Program

In the financial year 2024-25, GHCL Limited focused
on awareness of its nine Business Responsibility and
Sustainability Reporting (BRSR) Policies and other
statutory policies (i.e. (i) Policy for Determination of
Materiality, (ii) Nomination & Remuneration Policy, (iii)
Policy on Materiality of Related Party Transactions on
Dealing with Related Party, and (iv) Code of Conduct
for Board of Directors and Senior Management) 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 September
17, 2024, to March 31, 2025, with approximately 27%
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.

11. Board Evaluation:

In line with the Companies Act, 2013, SEBI Guidance
Note on Board Evaluation, and SEBI Listing
Regulations, the Board conducted its annual evaluation
during its meeting on May 6, 2024. Additionally, a
separate meeting of Independent Directors was held
on April 15, 2024, to evaluate the performance of
Non-Independent Directors, the Board as a whole, and
its committees.

To enhance efficiency and ensure secure data
management, we conducted the evaluation process
using an electronic application, reducing paper
usage and streamlining responses. The evaluation
framework was based on the SEBI Guidance Note on
Board Evaluation, focusing on key parameters such
as committee structure, effectiveness of meetings,
strategic oversight, and governance practices.

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.

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.

12. Nomination and Remuneration Policy:

The Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee
(NRC), has approved the Nomination and Remuneration
Policy for Directors, Key Managerial Personnel (KMP),
and all other employees.

This policy is designed to:

• Attract, retain, and motivate highly
qualified professionals.

• Ensure market-competitive compensation aligned
with industry standards.

• Provide performance-based rewards that
drive excellence.

• Ensure compliance with statutory and
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 complete Nomination and Remuneration Policy is
available on our website:

Nomination & Remuneration Policy.

13. Managerial Remuneration & Particulars of
employees:

In compliance with Section 197(12) of the Companies
Act, 2013, and Rules 5(1) to (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Annual Report includes
detailed disclosures on managerial remuneration and
employee compensation, presented in Annexure II.

This annexure provides a comprehensive statement
of employees receiving remuneration exceeding the
prescribed limits, alongwith key details of the remuneration
structure for Directors, Key Managerial Personnel (KMP),
and senior management. These disclosures uphold our

commitment to regulatory compliance, fairness, and
transparency in remuneration reporting.

14. Secretarial Audit and other Certificates:

As per Section 204 of the Companies Act, 2013, every
listed company is required to conduct a Secretarial
Audit and attach a Secretarial Audit Report to its
Board''s Report, issued by a Company Secretary in
practice, in the prescribed format.

At GHCL, we have adopted a proactive and ongoing
secretarial audit practice throughout the financial
year. Periodic Secretarial Audit Reports were regularly
placed before the Audit & Compliance Committee and
the Board, enabling early detection of compliance gaps
and ensuring continuous improvement in governance
and reporting standards.

The Secretarial Audit Report for the financial year
ended March 31, 2025, 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 Dr. S.
Chandrasekaran of Chandrasekaran Associates, Practicing
Company Secretaries, confirming compliances with all
applicable SEBI Regulations, Circulars and Guidelines for
the year ended March 31, 2025.

15. Secretarial Standards:

GHCL remains fully committed to complying with the
Secretarial Standards prescribed by the Institute of
Company Secretaries of India (ICSI) and notified by
the Ministry of Corporate Affairs (MCA), Government
of India. These standards serve as essential guidelines
for ensuring regulatory compliance, governance
excellence, and best corporate practices.

16. Listing Status

GHCL''s equity shares are listed on BSE Limited and
National Stock Exchange of India Limited. We paid the
annual listing fees for 2024-25 and 2025-26, ensuring
continued listing and trading. Our commitment to
regulatory compliance and good governance remains

steadfast as we maintain a strong relationship with the
stock exchanges.

17. Web-link for annual return and other policies /
documents:

The Annual Return in Form MGT 7, as required
by Section 92(3) read with Section 134(3)(a)
of the Companies Act, 2013, and Rule 12(1) of
Companies (Management and Administration)
Rules, 2014, is available on our website at this link
https://ghcl.co.in/wp-content/uploads/2025/06/
GHCL Annual-Return 2024-25.pdf

Additionally, other policies and documents of the
Company are also accessible on the Company''s website
as per statutory requirements.

18. Corporate Social Responsibility (CSR):

GHCL is deeply committed to inclusive growth and
has been actively engaged in holistic community
development since its inception. Through the GHCL
Foundation Trust, we have expanded our CSR initiatives,
reaching a broader spectrum of beneficiaries, supporting
marginalized communities, and strengthening social
infrastructure for long-term well-being.

Our CSR activities are guided by a comprehensive CSR
Policy, ensuring a structured and impactful approach.
The policy details can be accessed on our website
www.ghcl.co.in. with the direct link available at : https://
ghcl.co.in/wp-content/uploads/2024/05/CSR-Policy.pdf

For the financial year 2024-25, GHCL spent H 20.57
Cr. towards CSR initiatives, exceeding the statutory
minimum requirement of H 20.42 Cr. (2% of the average
net profits of the last three financial years). Additionally,
the Company spent H 1.29 Cr. towards unspent CSR
obligations from the previous year, in full compliance
with Section 135 of the Companies Act, 2013.

The CSR Committee, chaired by Mr. Anurag Dalmia,
actively oversaw these initiatives and convened one
meeting during the year. Our CSR efforts focus on key
impact areas such as agriculture, healthcare, education,
vocational training and women empowerment, all
aligned with Schedule VII of the Companies Act, 2013.

A detailed report on CSR activities is annexed as
Annexure III to this report.

19. Business Responsibility and Sustainability Report
(BRSR):

In accordance with Regulation 34(2)(f) of the SEBI
Listing Regulations, and the National Guidelines on
Responsible Business Conduct (NGRBC) issued by the
Ministry of Corporate Affairs, companies are required
to prepare a Business Responsibility and Sustainability
Report Core (BRSR Core). This requirement, introduced
in the last financial year, replaced the Business
Responsibility Report (BRR) and aligns with global
reporting frameworks such as GRI, SASB, TCFD, and
Integrated Reporting.

As of December 31, 2024, GHCL Limited ranked 705th
position on NSE and 714th position on BSE by market
capitalization, falling within the scope of this regulation.
While external assurance is not mandatory, GHCL has
voluntarily opted for limited assurance to enhance the
credibility and reliability of its BRSR Core.

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. The limited assurance process reviewed
GHCL''s policies related to NGRBC, quantitative metrics,
data collection mechanisms, and overall governance
frameworks, ensuring accuracy and transparency in
sustainability reporting.

20. Composition of Audit and Compliance Committee

The Audit and Compliance Committee has been
constituted in compliance with Section 177 of the
Companies Act, 2013, Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, and
Regulation 18 of the SEBI Listing Regulations. Details
of its composition are provided in the Corporate
Governance Report.

The committee plays a critical role in overseeing and
monitoring the financial reporting process, ensuring
adherence to the highest standards of transparency,
integrity, and accuracy. Its primary objective is to
provide independent and effective supervision,
fostering robust financial governance and strengthening
stakeholder confidence in the Company''s financial and
compliance practices.

21. Composition of Stakeholders Relationship
Committee (SRC):

The Stakeholders Relationship Committee (SRC) has
been constituted in accordance with Section 178(5)

of the Companies Act, 2013, and Regulation 20 of the
SEBI Listing Regulations. The composition details are
provided in the Corporate Governance Report.

The committee is responsible for resolving grievances
raised by the Company''s security holders, including
issues related to share transfers, non-receipt of annual
reports, non-receipt of dividends, and other investor
concerns. Its primary objective is to ensure efficient
and timely redressal of shareholder queries, thereby
enhancing investor confidence and trust.

To further strengthen investor communication, the
Company has published its ''Investors'' Grievance
Redressal Policy'', which is available on our website:
Investor Grievance Redressal Policy.

22. Composition of Nomination and Remuneration
Committee (NRC)

The Nomination and Remuneration Committee (NRC)
has been constituted in compliance with Section 178
of the Companies Act, 2013, Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, and
Regulation 19 of the SEBI Listing Regulations.

The NRC is responsible for identifying and evaluating
the qualifications, attributes, and independence of
directors, as well as formulating and recommending
the remuneration policy for Directors, Key Managerial
Personnel (KMP), and other employees.

The committee is chaired by an Independent Director,
with all its members being Independent Directors,
ensuring unbiased decision-making and adherence to
best governance practices. Further details about the
committee''s composition and role are available in the
Corporate Governance Report.

23. Vigil Mechanism / Whistle Blower Policy

GHCL Limited is committed in 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 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.

Further details on the Whistle Blower Policy can be
found in the Corporate Governance Report and are
also available on the Company''s website.

24. Related Party Transactions:

GHCL Limited has not entered into any significant
related party transactions with its Promoters, Directors,
Key Managerial Personnel, or other designated persons
that could create a potential conflict of interest with
the Company. As a result, the disclosure requirement
under Section 134(3)(h) of the Companies Act, 2013, in
Form AOC-2 is not applicable.

All related party transactions are subject to a
rigorous review and approval process by the Audit &
Compliance Committee. For recurring transactions
conducted on an arm''s length basis and in the ordinary
course of business, prior omnibus approval is obtained
from the Committee. Additionally, on a quarterly
basis, a comprehensive statement of all related party
transactions, along with a Certificate from the Chief
Financial Officer (CFO), is presented to both the
Committee and the Board.

None of the Directors have any material pecuniary
relationships with the Company. The Related Party
Transactions Policy, which was reviewed and revised
during the year, is available on the Company''s
website for reference.

25. Particulars of Loans, Guarantees or Investments:

Details of loans, guarantees, and investments made
under Section 186 of the Companies Act, 2013, are
provided in the notes to the Financial Statements.
These disclosures include comprehensive information
on the nature, terms, conditions, and any related party
transactions associated with these financial activities.

These disclosures ensure that stakeholders have
a clear understanding of the Company''s financial
commitments. We encourage stakeholders to refer
to the Financial Statements for a detailed overview,
reinforcing our commitment to regulatory compliance
and accountability.

26. Risk and Sustainability Committee:

The Risk & Sustainability Committee, constituted in
compliance with Regulation 21 of the SEBI Listing
Regulations, plays a key role in overseeing governance,
risk management, sustainability, and compliance (GRC).
Details of the committee''s composition and activities
are available in the Corporate Governance Report.

At GHCL Limited, we recognize that various internal
and external factors can impact our business value
chain, making systematic risk management essential
for long-term sustainability and resilience. While the
Board holds overall responsibility for risk oversight,
the Risk & Sustainability Committee provides strategic
guidance on the implementation and execution of the
Company''s Risk Management Policy.

Risk management is embedded in our corporate
culture, with operational heads ensuring the policy is
effectively implemented and senior executives acting
as risk owners. This structured approach fosters a risk-
aware organization, enabling proactive identification
and mitigation of potential challenges.

The Board-approved Risk Management Policy
is available on our website at given link: https://
ghcl.co.in/wp-content/uploads/2024/05/Risk-
Management-Policy.pdf

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

In line with Section 134(3)(m) of the Companies
Act, 2013, and Rule 8 of the Companies (Accounts)
Rules, 2014, GHCL remains committed to energy
conservation, technological advancements, and
optimizing foreign exchange transactions.

A detailed report on these initiatives is provided in
Annexure IV, which forms an integral part of this
Board''s Report. This annexure outlines the Company''s
efforts and achievements in:

• Enhancing energy efficiency through
sustainable practices.

• Adopting and integrating advanced technologies
for operational excellence.

• Foreign exchange earnings and outflows,
reflecting our global business engagements.

We encourage stakeholders to refer to Annexure IV for
a comprehensive overview of our initiatives, reinforcing

GHCL''s commitment to sustainability, innovation, and
global business growth.

28. Disclosures under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013:

GHCL is deeply committed to promote a safe, inclusive,
and respectful workplace free from any form of
harassment or intimidation. In line with the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act), the
Company has implemented a comprehensive policy to
prevent and address instances of sexual harassment.

To ensure fair and transparent grievance redressal,
Internal Complaints Committees (ICCs) have been
established at all major locations. These committees are
empowered to handle complaints efficiently, ensuring
a confidential, impartial, and just resolution process.

GHCL also conducts regular awareness programs
to educate employees about their rights and
responsibilities under the POSH Act, promoting a
culture of respect, equality, and inclusivity across
the organization.

We would like to confirm that no complaints related
to sexual harassment were reported during the year,
reflecting the effectiveness of our policies, awareness
initiatives, and commitment to maintaining a safe and
dignified work environment for all employees.

29. Statutory Auditor

S. R. Batliboi & Co. LLP, Chartered Accountants, were
re-appointed as the Statutory Auditor of the Company
at the 38th Annual General Meeting (AGM) held on
June 19, 2021, for a five-year term, extending until the
conclusion of the 43rd AGM.

For the financial year ended March 31, 2025, the
auditor has diligently examined and audited the
Company''s books of accounts and has issued an
Independent Auditor''s Report. It is to be noted that
the auditor has not reported any frauds to the Audit
& Compliance Committee or the Board under Section
143(12) of the Companies Act, 2013.

30. Auditor''s Report:

The Company''s Statutory Auditor did not make
any qualification, reservation, adverse remark, or
disclaimer in his Report for the financial year ended

March 31, 2025. Hence, no further explanation or
comment is required under Section 134(3)(f) of the
Companies Act, 2013.

31. Cost Auditor:

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 & 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, 2024, does not contain
any qualification or adverse remarks. Hence, no need
of any further clarification or explanation.

32. Internal Auditors

As per provisions of Section 138 of the Companies Act,
2013, every Listed Company is required to appoint
an Internal Auditor to conduct internal audit of the
functions and activities of the company. The Board of
Directors, based on the recommendation of the Audit &
Compliance Committee, had approved the appointment
of Sharp & Tannan Associates, Chartered Accountants,
and SPMB & Co. LLP, Chartered Accountants, as the
Internal Auditors of the Company for the financial year
ended on March 31, 2025 to conduct the internal audit
of the activities of the Company.

33. Corporate Insolvency Resolution Process (CIRP)

As reported in the Board''s Report for FY 2023-24, 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 filed an appeal before
the Hon''ble NCLAT, New Delhi. GHCL has submitted
its detailed reply, and HT Media has filed its rejoinder.
The matter is currently listed for arguments. The
Company has already made the required disclosure to
the Stock Exchanges on August 12, 2024.

34. Directors’ Responsibility Statement:

Based on the framework of internal financial controls
established and maintained by the company, work
performed by the internal, statutory, secretarial and
cost auditors and external agencies including audit

of internal financial controls over financial reporting
by the statutory auditor and reviews performed by
the management and relevant Board''s 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 2024-25. 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, 2025, 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,
2025 and of the profit and loss of the Company
for the financial year ended March 31, 2025;

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, 2025 have been prepared by them on
a going concern basis;

e. proper Internal financial controls have been
followed by the company and that such internal
financial controls are adequate and were
operating effectively; and

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

35. General Disclosures

Your Directors would like to confirm that there
is no instances during FY 2024-25, 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
related to HT Media Limited which was
rejected by the Hon''ble NCLT and now pending
before Hon''ble NCLAT.

36. Acknowledgement:

The Board of Directors extends its heartfelt gratitude
to all our stakeholders—customers, vendors, dealers,
investors, business associates, and bankers—for
their continued trust and support, which has been
instrumental in GHCL''s success.

We also express our deep appreciation for the
dedication and hard work of our employees at all
levels. Their commitment, teamwork, and resilience
have played a crucial role in overcoming challenges and
driving the Company toward its goals.

We sincerely thank the Government of India, State
Governments, and regulatory authorities for providing
a supportive business environment and enabling
sustainable growth. We look forward to their continued
cooperation and guidance.

The collective contributions of all stakeholders remain
the foundation of our progress, and we are truly
grateful for their trust, commitment, and partnership in
GHCL''s journey forward.

For GHCL LIMITED

Sd/-

Anurag Dalmia

Date: May 8, 2025 Chairman

Place: New Delhi DIN: 00120710

---

Mar 31, 2024

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.

---

Mar 31, 2023

We are delighted to present the 5th Integrated Report, prepared in accordance with the framework established by the International Integrated Reporting Council, along with the 40th 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, 2023.

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 2022-23 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, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Net Sales /Income from Continue operations	4584.05	3060.78	4584.53	3062.10
Gross profit before interest and depreciation from Continue operations	1520.06	737.40	1520.15	736.26
Finance Cost from Continue operations	38.67	51.34	38.67	51.34
Profit before depreciation and amortisation -(Cash Profit) from Continue operations	1481.39	686.06	1481.48	684.92
Depreciation and Amortisation from Continue operations	94.22	86.93	94.22	86.92
PBT before exceptional items from Continue operations	1387.17	599.13	1387.27	598.00
Profit before Tax (PBT) from Continue operations	1442.55	574.16	1463.00	598.00
Provision for Tax - Current from Continue operations	356.61	148.92	353.65	148.91
Tax adjustment for earlier years from Continue operations	(0.62)	(0.03)	(0.62)	(0.02)
Provision for Tax - Deferred from Continue operations	(5.83)	3.16	(5.83)	3.16
Profit after Tax from Continue operations	1092.39	422.11	1115.80	445.95
Profit from discontinued operations	31.92	294.25	33.37	283.17
Tax Expense of discontinued operations	(7.60)	(79.09)	(7.60)	(79.07)
Profit from discontinued operations after tax	24.32	215.16	25.77	204.10
Profit for the year	1116.71	637.27	1141.57	650.05
Other comprehensive income (OCI)	(3.61)	1.65	(4.17)	1.79
Total Comprehensive income for the period	1113.10	638.92	1137.40	651.84

(H in Crores)
	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Balance brought forward from last year	2797.45	2212.12	12793.13	2195.02
Appropriations
FVTOCI Reserve	(2.92)	0.33	(2.92)	0.33
Final Dividend	(142.68)	(52.27)	(142.68)	(52.27)
Balance carried to Balance Sheet	3768.56	2797.45	3791.36	2793.13

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

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, our company''s Board of Directors formulated and adopted the Dividend Distribution Policy (DDP) in a meeting held on May 19, 2016. The DDP has been established to ensure transparency and clarity in determining the quantum of dividends. It outlines the Board''s commitment to maintaining a dividend payout ratio, which includes the dividend tax, in the range of 15% to 20% of profits after tax (PAT) on a standalone basis.

The Dividend Distribution Policy has been made available on our company''s website at https://www.ghcl.co.in/ wp-content/uploads/2019/03/Dividend-Distribution-Policv.pdf

It serves as a guiding framework for the Board of Directors when making decisions regarding the recommendation of dividends. The policy ensures a consistent approach to dividend pay outs and reinforces our commitment to delivering value to our shareholders.

I n compliance with the provisions of Section 194 of the Income Tax Act, 1961, our company is obligated to deduct Tax Deducted at Source (TDS) at a rate of 10% on dividend payments. However, it is important to note that if the aggregate amount of dividends payable to an individual resident shareholder is up to Rs. 5000, no TDS is deducted. Furthermore, no TDS is applicable for dividend payments made to entities such as Life Insurance Corporation,

General Insurance Corporation of India, specified insurers, and Mutual Funds, as mentioned under Section 10(23D) of the Income Tax Act.

For non-resident shareholders, as per Section 195 of the Income Tax Act, 1961, TDS is required to be deducted at a rate of 20% along with the applicable surcharge on dividend payments.

Our company remains committed to adhering to the applicable regulatory requirements, promoting transparency, and maximizing shareholder value through responsible dividend distribution practices.

2. Dividend

We are pleased to announce that our company has maintained a consistent track record of dividend payments for the past 29 years.

I n accordance with our Dividend Distribution Policy, the Board of Directors has recommended a dividend of Rs. 17.50 per equity share of Rs. 10 each, representing 175% on the paid-up equity share capital, for the financial year ending on March 31, 2023. It is noteworthy that the previous year''s total dividend amounted to Rs. 15 per equity share, consisting of a regular dividend of Rs. 10 per share and a special dividend of Rs. 5 per share.

The proposed dividend on equity shares is subject to the approval of the shareholders at the upcoming Annual General Meeting (AGM) scheduled for Saturday, July 1, 2023.

Upon approval by the shareholders, the dividend will be paid after the AGM, commencing from July 1, 2023 (Saturday). The Record Date for determining the shareholders eligible for the dividend will be June 24, 2023 (Saturday). The total dividend payout for the fiscal year 2022-23 on 9,55,85,786 equity shares , calculated at a rate of Rs. 17.50 per share, amounts to Rs. 1,67,27,51,255. This dividend distribution is in line with dividend distribution policy of the Company.

3. Transfer to Reserves:

The Board of Directors has decided that no amount of profit for FY 2022-23 shall be transferred to the reserve account.

The decision to retain the profits after payment of dividend, reflects the Board''s strategic considerations with an objective to strengthen its financial stability, reinvest in growth opportunities, and enhance its overall financial resilience.

4. Share Capital

As of March 31, 2023, the paid-up Equity Share Capital of the company is Rs. 95,58,57,860, consisting of 9,55,85,786 equity shares of Rs. 10 each. In comparison, as of March 31, 2022, the paid-up Equity Share Capital was Rs. 95,35,07,860, comprising of 9,53,50,786 equity shares of Rs. 10 each.

During the financial year, the Nomination and Remuneration Committee allotted 2,35,000 Equity Shares of Rs. 10 each to employees of the company through the exercise of Employees Stock Options under GHCL ESOS 2015. As a result, the Issued, Subscribed & Paid-up Capital increased from Rs. 95,35,07,860, comprising of 9,53,50,786 equity shares of Rs. 10 each, to Rs. 95,58,57,860, comprising of 9,55,85,786 equity shares of Rs. 10 each.

5. Employees Stock Options Scheme

Our company has implemented an Employees Stock Options Scheme (ESOP) for permanent employees, which was approved by shareholders during the Annual General Meeting held on July 23, 2015. The company obtained inprinciple approvals from the Stock Exchanges to issue 50 lakh equity shares through the ESOP scheme.

During the year, there have been no significant changes to the ESOP scheme, and it remains in compliance with

ESOP regulations. The company has received a certificate from Dr. S Chandrasekaran, representing Chandrasekaran & Associates, Practicing Company Secretaries, New Delhi, who serves as the Secretarial Auditor of the company. The certificate certifies that the GHCL Employees Stock Option Scheme 2015 is implemented in accordance with SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021, and the resolutions passed by the members. This certificate is available for inspection by members in electronic mode.

The details of the Employee Stock Options plan are provided in the Notes to accounts of the financial statements in this Annual Report and is also annexed herewith as Annexure I, which is a part of this Report.

6. Finance:

6.1. Resource Mobilization

Short Term: During the year, our company successfully arranged/renewed working capital facilities totalling Rs. 1000 Crores. These facilities encompass both fund-based and non-fund based limits and involved the participation of esteemed financial institutions such as State Bank of India, Bank of Baroda, Union Bank of India, IDBI Bank Ltd, HDFC Bank Ltd, and Axis Bank Ltd.

Additionally, our company secured unsecured working capital facilities amounting to Rs. 140 Crores, which included both fund-based and non-fund based limits. These facilities were arranged/renewed through partnerships with HDFC Bank Ltd., Bank of Bahrain and Kuwait, ICICI Bank, and CTBC Bank.

Moreover, we successfully obtained a new unsecured working capital facility of Rs. 125 Crores, encompassing both fund-based and non-fund based limits. This facility was secured through collaborations with HSBC Bank (Rs. 75 Crores) and Yes Bank (Rs. 50 Crores).

These arrangements and renewals reflect the confidence placed in our company''s financial position and growth prospects by renowned banking institutions. The working capital facilities will provide the necessary financial support to facilitate our business operations and drive our strategic initiatives forward.

6.2 Interest Rate Management

Our Company has a strong record of timely loan and interest repayments and maintains a favourable credit rating of CARE AA- with Stable Outlook for Long Term facilities and CARE A1 with Stable Outlook for Short Term facilities.

Despite a 2.50% increase in the RBI''s Repo Rate during the year, our effective negotiation and strong relationships with banks resulted in a minimal 0.38% increase in the interest rate for Long Term Borrowings. This achievement reflects our commitment to maintaining positive partnerships with our banking institutions and proactively managing interest rate fluctuations.

By prioritizing open communication and demonstrating our creditworthiness, we have successfully minimized the impact of external rate changes and secured advantageous interest rates. We remain dedicated to prudent financial management and will continue to work closely with our banking partners to optimize borrowing costs and sustain our robust credit profile.:

Borrowing	Outstanding as on 31.03.2023 (in J Crore)	ROI P.A.
Long Term Borrowing	346.04	7.95%
Short Term Borrowing	1.48#	-
Total Borrowing	347.52	7.95%

# Rs. 1.48 Cr. is interest accrued but not due on Long Term Borrowing, to be paid in next quarter (considered as Short Term Borrowing). Actual Short Term Borrowing is NIL.

6.3 Affirmation of external credit ratings

(i) Thanks to our efficient cash flow management and diligent repayment of interest and principal to lenders, CARE (Credit Analysis & Research Ltd) has reaffirmed our external rating of CARE AA- with a Stable Outlook for Long Term facilities.

Furthermore, we have received the highest rating of CARE A1 with a Stable Outlook for Short Term facilities. This recognition reflects our strong commitment to financial discipline and our ability to meet our obligations in a timely manner. We take pride in our cash flow management practices, which have contributed to our favorable credit standing.

(ii) India Rating has also affirmed Long Term Issuer Rating of AA- with Stable Outlook.

(iii) Further, India Rating has affirmed Credit Rating for Issuance of Commercial Paper program as under:

Instrument Type : Commercial Paper

Size of Issue : Rs. 100 Crores

Rating Assigned by the Agency : IND A1 (Highest)

iv) CRISIL Rating has also affirmed Credit Rating for issuance of NCD as under:

Instrument Type : Non-convertible

Debenture (NCD)

Size of Issue : Rs. 150 Crores

Rating Assigned by the Agency : CRISIL AA- with

Stable Outlook

6.4. Education and Protection fund

During the financial year, our company has transferred a sum of Rs. 45.58 lacs to the investors'' education and protection fund account (IEPF). This transfer includes unclaimed dividends and unclaimed deposits, along with the accrued interest on these amounts.

We are committed to ensuring compliance with regulations and safeguarding the interests of our investors. The transfer to the IEPF account reflects our dedication to transparency and accountability in managing unclaimed funds.

We encourage our investors to proactively claim their dividends and deposits to avoid such transfers to the IEPF account. We will continue to uphold the highest standards of corporate governance and take all necessary steps to protect the rights and interests of our valued investors.

7. Change in Nature of Business

During the Financial Year 2022-23, there have been no significant changes in the nature of our company''s business. We have maintained stability and consistency in our operations, ensuring continuity in delivering our products and services to our customers.

However, we would like to highlight one material change during the period between April 1, 2023, and the date of signing this report. This change pertains to the demerger of our spinning business as per the approved Scheme of Demerger by the Hon''ble NCLT Ahmedabad bench. This demerger has been a strategic decision to streamline our

Apart from the demerger, there have been no other material changes or commitments that have had a significant impact on the financial position of the company during the aforementioned period.

8. Management Discussion & Analysis

In accordance with Regulation 34 (2) (e) of the Listing Regulations, 2015, we would like to draw your attention to the comprehensive review of our company''s operations, performance, and future outlook provided in the Management''s Discussion and Analysis Report (MDA). This report is included as part of our Annual Report and is incorporated herein by reference.

The MDA offers detailed insights into the various aspects of our business, including market trends, financial performance, key achievements, challenges, and strategic initiatives. It provides a holistic view of our company''s performance and outlines our management''s perspective on the future prospects and opportunities.

We encourage you to refer to the MDA for a comprehensive understanding of our company''s operations and outlook. It serves as a valuable resource for shareholders, investors, and stakeholders seeking in-depth analysis and assessment of our business performance.

B: INTEGRATED REPORT

Your Company is deeply committed to sustainable development, aiming to create an inclusive, sustainable, and resilient future that harmonizes economic growth, social inclusion, and environmental protection. In line with this commitment, we have transitioned from compliance-based reporting to governance-based reporting, adopting the Integrated Report (IR) framework developed by the International Integrated Reporting Council.

Through our strategy, activities, and commitments, we strive to generate long-term value for all stakeholders. The Integrated Report, included as part of this Annual Report, presents a clear, concise, and comprehensive vision of our business model. It highlights how we integrate sustainability considerations into our decision-making processes, ensuring that our operations contribute positively to society and the environment.

We believe that by adopting the IR framework, we enhance transparency, accountability, and understanding of our organization''s holistic value creation process. It enables us

to communicate our strategy, governance practices, and sustainable performance to our stakeholders effectively.

The Integrated Report serves as a key tool in demonstrating our dedication to sustainable practices and aligning our business objectives with the broader goals of sustainable development.

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

The detail of business performance and state of company''s affairs are given in MDA and Integrated Report.

1. Completion of Slump sale of the Home Textiles Business of the Company

We are pleased to inform you that the slump sale of our Vapi business in the Home Textiles segment was successfully completed on April 2, 2022. The company has received a total consideration of Rs. 629.85 Crores from the divestment of the home textiles business, which includes certain assets that were realized by the company itself.

This divestment marks an important strategic move for our company, allowing us to optimize our portfolio and focus on core areas of our business. The realization of the total consideration reflects the value and attractiveness of our home textiles business.

We are confident that this divestment will enhance our ability to drive growth and create value for our stakeholders. We will continue to explore opportunities that align with our strategic objectives and contribute to the long-term success of our company.

2. Scheme of Arrangement for Demerger of the Spinning business

The Scheme of demerger for the Yarn business has reached its final stage, with the Hon''ble NCLT issuing the order on March 14, 2023. Following this, our company filed INC 28 with the Registrar of Companies on April 1, 2023. As per the Scheme, the demerger became effective on April 1, 2023.

To determine the entitlement of shares of GHCL Textiles Limited, the Board of Directors fixed the record date on April 8, 2023. Shareholders of GHCL Limited who held shares on the cut-off date will receive shares of GHCL Textiles Limited in a 1:1 ratio.

In a meeting held on April 12, 2023, the Board of Directors of GHCL Textiles Limited allotted 9,55,85,786 equity shares of Rs. 2 each to the shareholders of GHCL Limited, subject to obtaining necessary approvals.

In terms of Clause 6.1 to 6.4 of the demerger scheme, the authorized capital of GHCL Limited will be reduced from Rs. 175 Cr to 140 Cr, and accordingly clause 5 of the memorandum of association will be modified. Further, as per clause 7.1.4 of the Scheme the initial investment made by GHCL Limited in the share capital of GHCL Textiles Limited will be cancelled, subject to the completion of necessary statutory requirements.

3. Awards and Recognition:

We are delighted to announce that our Company has achieved significant recognition and accolades during the financial year 2022-23. These include receiving the Gold Award at the Indian Green Manufacturing Challenges, attaining a Five Star Rating for our Limestone Mines by the Indian Bureau of Mines, and being certified as one of the Best Workplaces in manufacturing for 2023 - ranking among the top 50.

These achievements highlight our commitment to excellence in various aspects of our operations, including sustainability, environmental stewardship, and fostering a positive work culture.

For detailed information about these awards and recognition, we invite you to refer the Integrated Report. We are grateful for these honors, which serve as a testament to the hard work and dedication of our employees and stakeholders in driving our Company''s success.

4. Subsidiaries:

We would like to inform you that our wholly owned subsidiary, Grace Home Fashions LLC (GHF), which operated in the Home Textile segment in the USA, has been dissolved following the divestment of the Home Textile business. The dissolution of GHF was carried out in accordance with the approval of our Board of Directors and was finalized through a Certificate of Cancellation issued by the Secretary of State of Delaware, USA, on March 2, 2023. We have duly disclosed this information to the Stock Exchanges on March 3, 2023. Additionally, we would like to clarify that our Indian subsidiary, Rosebys Interiors India Limited (RIIL), has been under liquidation since July 15, 2014, as previously reported.

In compliance with Section 136 of the Companies Act, 2013, we are exempted from attaching the financial statements of our subsidiary companies along with the Annual Report. However, upon written request from our members, we will provide them with the annual financial statements and detailed information of the subsidiary company at our Registered Office. These financial statements will also be available for inspection at the Registered Office during business hours on any working day.

For further details regarding our subsidiaries, including any changes in subsidiary companies, joint ventures, or associate companies during the year, please refer to Note 36 of the Annual Report, as well as the statement under Section 129(3) of the Companies Act, 2013.

The statements are also available on the website of the Company www.ghcl.co.in

5. Consolidated Financial Statements:

We are pleased to provide you with the Consolidated Financial Statements for the financial year ended March 31, 2023. These statements have been prepared in accordance with the applicable Indian Accounting Standards (IND AS) and are being shared as per the requirements of Regulation 33 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with other applicable provisions.

These Consolidated Financial Statements offer a comprehensive overview of the financial performance and position of our company and its subsidiaries. They provide a consolidated view of our operations, assets, liabilities, revenue, expenses, and other relevant financial information, enabling stakeholders to assess the overall financial health and performance of the entire consolidated entity.

By presenting these Consolidated Financial Statements, we aim to fulfill our disclosure obligations and provide transparency to our investors, shareholders, and regulatory authorities.

6. Corporate Governance:

The Company places great importance on maintaining the highest standards of Corporate Governance. It recognizes that good governance practices not only promote transparency and accountability but also contribute to the overall credibility and trustworthiness of the organization.

In line with this commitment, the Company diligently adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

To enhance its governance framework, the Company has implemented several best practices. These practices encompass various aspects of governance, including board composition and structure, independent directors, board committees, risk management, internal controls, ethical conduct, and stakeholder engagement. By embracing these practices, the Company aims to ensure effective oversight, decision-making, and protection of the interests of all stakeholders.

As part of the Annual Report, the Company includes a comprehensive report on Corporate Governance, as mandated by Regulation 34 of the SEBI Listing Regulations. This report provides detailed information on the Company''s governance structure, policies, and practices, giving stakeholders valuable insights into the Company''s governance framework.

Furthermore, the Company obtains a certificate from its auditors, affirming compliance with the conditions of Corporate Governance. This certificate serves as an independent validation of the Company''s adherence to the prescribed governance norms.

By upholding strong Corporate Governance standards and implementing best practices, the Company aims to foster trust, integrity, and long-term sustainability. It recognizes that effective governance is essential for creating value and maintaining strong relationships with shareholders, employees, customers, suppliers, and other stakeholders.

7. Board Meetings:

The Board of Directors of the Company maintains a structured approach to planning and conducting meetings. Typically, board meetings are scheduled well in advance in consultation with the Board Members to ensure their availability. However, there may be instances of emergency situations or when maintaining the price sensitivity of a transaction is crucial, where board meetings are convened on shorter notice. In such cases, all necessary requirements and compliances are diligently followed.

During the financial year ended March 31, 2023, the Board of Directors convened four meetings to discuss and evaluate the strategic, operational, and financial

performance of the company. These meetings served as platforms for the Board to review key aspects of the company''s activities and make informed decisions. Detailed information regarding the Board''s meetings, including dates, agenda, and discussions, can be found in the Corporate Governance Report.

It is important to note that the intervals between the Board meetings complied with the timelines prescribed under the Companies Act, 2013, and the SEBI Listing Regulations, 2015. This adherence to regulatory requirements ensures effective governance and allows for regular monitoring and evaluation of the Company''s performance and progress.

By maintaining a consistent and well-structured approach to Board meetings, the Company strives to foster transparency, accountability, and effective decisionmaking processes, ultimately contributing to the overall success and growth of the organization.

8. Directors:

The Directors are pleased to announce certain important appointments and confirmations within the Company. Mr. Sanjay Dalmia, Non-Executive Chairman of the Board, and Mr. Neelabh Dalmia, Executive Director (Growth & Diversification Projects), are directors retiring by rotation and offer themselves for re-appointment. The reappointment of Mr. Raman Chopra as CFO & Executive Director (Finance) for a period of five years, effective from April 1, 2023, is recommended by the Nomination and Remuneration Committee and subject to shareholder approval at the Annual General Meeting.

All Independent Directors have provided declarations confirming their independence and stating their ability to discharge their duties objectively and without external influence. Compliance with Section 149(6) of the Companies Act, 2013, and Regulation 16(1) (b) & Regulation 25(8) of the SEBI Listing Regulations is duly ensured. Additionally, no director is debarred from holding the office of director as per any SEBI order, as per the circular on the "enforcement of SEBI Order regarding appointment of directors by listed companies” dated June 20, 2018.

The Board of Directors affirms that all Independent Directors possess the required integrity, expertise, and experience necessary for their appointment. Furthermore, the Independent Directors have enrolled themselves in the Independent Directors'' Databank maintained with

the Indian Institute of Corporate Affairs (IICA) as per Section 150 of the Companies Act, 2013, and Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Out of the five Independent Directors, two are exempt from the online proficiency self-assessment test conducted by IICA, while the remaining three have successfully passed the test within the stipulated time period.

9. Lead Independent Director:

The Board of Directors, in their meeting on July 29, 2021, appointed Dr. Manoj Vaish, Independent Director and Chairman of the Audit & Compliance Committee, as the Lead Independent Director of the Company, effective from the same date. The role and responsibilities of the Lead Independent Director are outlined in detail in the Corporate Governance Report, which is an integral part of the Annual Report.

10. Procedure for Nomination and Appointment of Directors

Detailed information regarding the nomination and appointment process of Directors, along with the list of core skills, expertise, and competencies of the Board of Directors, can be found in the Corporate Governance Report, which is included as part of the Annual Report. The Corporate Governance Report provides comprehensive insights into the governance practices of the company, ensuring transparency and accountability in the selection and composition of the Board of Directors.

11. Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, read with Section 2(51), the Key Managerial Personnel of the Company are Mr. R S Jalan, who serves as the Managing Director, Mr. Raman Chopra, who holds the position of CFO & Executive Director (Finance), and Mr. Bhuwneshwar Mishra, who serves as Vice President -Sustainability & Company Secretary.

It is noteworthy that there have been no changes in the Key Managerial Personnel during the year. The continuity in the composition of the Key Managerial Personnel ensures stability and consistency in the management and operations of the company.

12. Familiarization program for Independent Directors:

To ensure a smooth integration of new Independent Directors (IDs) into the Board, our company has established a structured orientation program. During this program, the Executive Directors and Company Secretary deliver presentations that provide an overview of our company''s operations. The aim is to familiarize the new IDs with our business operations, including our products, corporate structure, subsidiaries, Board constitution and procedures, matters reserved for the Board, and their role responsibilities. They are also educated on the code of conduct for IDs, our risk management strategy, and sustainability measures.

To deepen their understanding of our business, we organize visits to our plants and locations where our company carries out its CSR activities upon the request of the IDs. These visits are designed to provide firsthand exposure and enable the IDs to gain a better understanding of our operations.

Furthermore, to enhance their knowledge and skills, all Independent Directors are provided with access to an online learning platform called "Skillsoft." We strongly encourage them to complete courses on topics such as ESG, risk management, stakeholders'' engagement, climate changes, diversity equity and inclusion (DEI), CSR, and cyber security.

Detailed information about these orientation and learning initiatives can be found in the Corporate Governance section of our Annual Report. In the financial year 202223, we organized a visit for the Independent Directors to our Yarn plant in Madurai. The visit included presentations on our business strategy and expansion plans, as well as a physical tour of all the units within the yarn division. In cases where certain Independent Directors were unable to physically attend due to other commitments, they were kept updated about the familiarization program.

These initiatives reflect our commitment to ensuring that our Independent Directors are well-informed and equipped to contribute effectively to the Board''s decisionmaking processes.

13. Board Evaluation

In accordance with the Companies Act, 2013, SEBI Guidance Note on Board evaluation issued on January 5, 2017, and the relevant provisions of the SEBI Listing Regulations, 2015, the Board of Directors conducted an annual evaluation of its own performance, as well as that of its Committees and individual Directors. The evaluation process involved separate meetings of the independent directors and the Board as a whole.

The Board assessed the effectiveness of its functioning, the Committees'' performance, and the individual Directors'' contributions based on feedback gathered from Directors and committee members. The performance evaluation of the independent directors took place during a Board meeting held on January 31, 2023, excluding the director being evaluated.

A dedicated meeting of the Independent Directors was conducted on January 31, 2023, to review the performance of non-independent Directors, the overall performance of the Board and its Committees, and the Chairman of the Company. This evaluation took into account input from both the Executive and Non-Executive Directors.

To facilitate the evaluation process, an electronic application was utilized, ensuring secure and efficient data management while reducing paper usage. The criteria for performance evaluation were broadly based on the SEBI Guidance Note on Board Evaluation, encompassing aspects such as committee structure and composition, effectiveness of committee meetings, and more.

The performance evaluation of the Board and its constituents focused on various factors, including their functions, responsibilities, competencies, strategy, tone at the top, risk identification and control, diversity, and nature of the business. A comprehensive questionnaire was circulated to Board members, covering multiple aspects of the Board''s functioning, culture, execution of duties, professional obligations, and governance. The questionnaire aimed to assess directors'' knowledge, independence in decision-making, involvement in business planning, constructive engagement with colleagues, and understanding of the company''s risk profile. Additionally, the Chairman of the Board and/or committee was evaluated based on leadership, coordination, and steering skills.

The Nomination and Remuneration Committee reviewed the performance of individual Directors, considering their contributions as members of the Board or its committees. The committee determined the quantum of profit-based commission payable to directors based on the overall performance of individual directors.

These evaluation processes ensure that the Board operates effectively, individual Directors contribute significantly, and appropriate remuneration is provided based on performance.

14. Nomination and Remuneration Policy

Based on the recommendation of the Nomination & Remuneration Committee, the Board has approved the Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP), and all other employees of the Company. The Company''s Nomination and Remuneration Policy and Practices have been established and maintained with the following objectives:

1. Attract, Retain, and Motivate: The policy aims to attract, retain, and motivate qualified and competent individuals at the Director, Key Managerial, and employee levels who are entrusted with carrying out the Company''s business operations effectively.

2. Market Competitiveness: The policy ensures that salaries and perks are set at levels comparable to market standards, enabling the Company to remain competitive within the industry.

3. Performance-Based Rewards: The policy provides for periodic revisions of remuneration based on employees'' performance, potential, and value addition to the organization. These revisions are made after a systematic assessment of individual performance and potential.

4. Compliance and Statutory Requirements: The

policy ensures that salary and perks are disbursed in full compliance with applicable statutory provisions and prevailing tax laws of the country.

The "Nomination and Remuneration Policy” and the "Policy on variable pay / commission payable to Executive Directors, including the Managing Director,” are attached as Annexure II and Annexure III, respectively, forming part of this report.

These policies and practices guide the Company in effectively managing the nomination and remuneration of its Directors, Key Managerial Personnel, and employees, aligning with the Company''s objectives and industry standards.

These policies are also available on Company''s website at https://ghcl.co.in/wp-content/uploads/2023/05/ Nomination-and-Remuneration-Policy.pdf

15. Managerial Remuneration & Particulars of employees:

Disclosures regarding remuneration and other relevant details, as required by Section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided as an annexure to this report.

As per the provisions of Section 197(12) of the Companies Act, 2013, and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the names and other particulars of employees who receive remuneration exceeding the limits specified in the aforementioned rules is attached as Annexure IV to this report. This statement provides the necessary information about such employees.

By providing these disclosures and statements, the Company ensures compliance with the relevant legal provisions and transparency in reporting remuneration-related matters.

16. Secretarial Audit Report

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to undertake 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 a practice of ongoing Secretarial Audit throughout financial year and placed its periodic Secretarial Audit Report before Audit & Compliance Committee and Board. This has helped us in early detection of area of improvement and strengthening out level of compliance reporting.

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors

of the Company had appointed Dr. S Chandrasekaran, representing Chandrasekaran & Associates, Practicing Company Secretaries, New Delhi, to conduct Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 are annexed with the Board''s report and formed as part of the Annual Report. This report is unqualified and self-explanatory and does not call for any further comments.

17. Secretarial Standards

We are pleased to highlight that throughout the year, GHCL has diligently complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs of India.

These Secretarial Standards serve as comprehensive guidelines for ensuring the highest level of compliance and corporate governance within the organization. By adhering to these standards, we reinforce our commitment to transparency, ethical practices, and effective board and shareholder communication.

Our rigorous adherence to the Secretarial Standards reflects our dedication to maintaining robust internal processes, ensuring accurate and timely disclosures, and fostering a culture of compliance. We believe that strict compliance with these standards strengthens our governance framework, enhances stakeholder trust, and promotes sustainable business practices.

18. Listing of the Equity Shares

We are pleased to inform you that GHCL''s equity shares are listed on BSE Limited and National Stock Exchange of India Limited. We have paid the annual listing fees for the years 2022-23 and 2023-24 to both stock exchanges, ensuring our continued listing and trading.

Our commitment to regulatory compliance and good governance remains unwavering as we actively engage with the stock exchanges to maintain a strong relationship.

19. Web address for annual return and other policies / documents

In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the

Companies Act, 2013, the Annual Return is put up on the Company''s website www.ghcl.co.in. and can be accessed at https://ghcl.co.in/wp-content/uploads/2023/05/GHCL-MGT-7-Annual-Return-2022-23.pdf .

In addition, other policies / document of the Company are placed on the Company''s website www.ghcl.co.in as per the statutory requirement.

20. Corporate Social Responsibility (CSR)

GHCL is dedicated to promoting inclusive growth and has been actively involved in projects aimed at the overall development and welfare of society since its inception. Through the GHCL Foundation Trust, the company has expanded its CSR activities to encompass a wider range of beneficiaries, providing support to the marginalized and creating social infrastructure for their well-being.

We have established a CSR Policy that guides our CSR activities, and the details of the policy and related information can be found on our website www.ghcl.co.in. You can access the CSR Policy directly at this link: https:// www.ghcl.co.in/wp-content/uploads/2021/05/GHCL-CSR-Policy.pdf.

During the financial year 2022-23, we allocated Rs. 12.31 crores towards CSR activities, surpassing the statutory minimum requirement of Rs. 12.01 crores (2.00% of the average net profits of the previous three financial years).

As per the provisions of Section 135 of the Companies Act, 2013, and the corresponding rules, a dedicated Corporate Social Responsibility (CSR) Committee was constituted to oversee our CSR initiatives. As of March 31, 2023, the CSR Committee is chaired by Mr. Anurag Dalmia, and its members include Mrs. Vijaylaxmi Joshi, Justice (Retd.) Ravindra Singh, Mr. R S Jalan, Mr. Raman Chopra, and Mr. Neelabh Dalmia. Mr. Bhuwneshwar Mishra, Vice President-Sustainability & Company Secretary, serves as the secretary of the CSR Committee. Throughout the financial year, the CSR Committee convened two meetings, with all members present in each meeting.

We focus our CSR initiatives on areas such as Agriculture & Animal Husbandry, Healthcare, Education & Vocational Training, Women Empowerment, and other miscellaneous projects based on specific societal needs. These projects align with Schedule VII of the Companies Act, 2013.

The detailed Annual Report on CSR activities, as mandated by Section 135 of the Companies Act, 2013, is provided as Annexure V in this report.

21. Business Responsibility and Sustainability Report (BRSR)

In recent years, the importance of addressing climate change, promoting inclusive growth, and transitioning to a sustainable economy has gained significant global attention. Investors and stakeholders now expect companies to be responsible and sustainable in their practices, placing equal importance on reporting their performance on sustainability-related factors alongside financial and operational performance.

As per the amendment to Regulation 34(2)(f) of the Listing Regulations, 2015 and the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs, Government of India, the top one thousand listed companies are required to prepare and present a Business Responsibility and Sustainability Report (BRSR) to stakeholders. This replaces the previous Business Responsibility Report (BRR) and follows internationally accepted reporting frameworks such as GRI, SASB, TCFD, and Integrated Reporting.

Starting from the financial year 2022-2023, filing the BRSR has become mandatory for the top 1000 listed companies based on market capitalization, replacing the BRR. As of March 31, 2023, GHCL Limited is ranked 488th at NSE and 494th at BSE based on market capitalization.

The BRSR requires listed entities to disclose their performance against the nine principles of the NGBRC, with reporting divided into essential and leadership indicators. Essential indicators are mandatory to report, while reporting leadership indicators is voluntary. GHCL voluntarily adopted the BRSR in the previous financial year (2021-22) to report its economic, social, environmental, and governance performance. This marks the second consecutive year of reporting under the BRSR format for GHCL.

Your company has adopted the Integrated Reporting (IR) framework of the International Integrated Reporting Council to report on the six capitals it utilizes to create long-term stakeholder value.

The Integrated Report of your company has been assessed and provided with the necessary assurance by E&Y. It is available on the company''s website www.ghcl.co.in and is included as an integral part of this report and the Annual Report as a whole.

22. Composition of Audit & Compliance Committee

The Audit & Compliance 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 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.

During the year, the committee convened four meetings, as detailed in the Corporate Governance Report. As of March 31, 2023, the committee is chaired by Dr. Manoj Vaish, with Mrs. Vijaylaxmi Joshi (Ex-IAS) and Mr. Arun Kumar Jain (Ex-IRS) serving as members. All members of the committee are independent directors with expertise in finance, accounts, strategy, tax, and general administration.

23. Composition of Stakeholders Relationship Committee

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.

As of March 31, 2023, the Stakeholders Relationship Committee consists of both executive and non-executive directors. The committee is chaired by Justice (Retd.) Ravindra Singh, with Mr. Arun Kumar Jain (Ex-IRS), Mr. R S Jalan, Mr. Raman Chopra, and Mr. Neelabh Dalmia serving as members of the committee. Further details about the committee can be found in the Corporate Governance Report.

The company has published its ''Investors'' Grievance Redressal Policy'' on the company''s website, www.

ghcl.co.in. The policy outlines the procedures and mechanisms in place for addressing and resolving investor grievances. The policy can be accessed at the following link: https://ghcl.co.in/wp-content/uploads/2022/12/ GHCL-Composition-of-various-Committees-of-Board-of-Directors.pdf

24. Composition of Nomination and Remuneration Committee

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.

As of March 31, 2023, the Nomination and Remuneration Committee is consists of three Non-Executive Independent directors. Mrs. Vijaylaxmi Joshi (Ex-IAS) serves as the Chairperson of the Committee, with Justice (Retd.) Ravindra Singh and Dr. Manoj Vaish as members. All members, including the Chairperson, are Independent Directors. Detailed information about the committee can be found in the Corporate Governance Report.

25. 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, the company has implemented a comprehensive "Whistle Blower Policy." The Board of Directors approved this policy in a meeting held on May 28, 2014, and it has been periodically amended since then. The current Ombudsperson responsible for overseeing the policy is Mr. Arun Kumar Jain (IRS), an Independent Director of the Company.

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

Further details about the Whistle Blower Policy can be found in the Corporate Governance Report. The policy is also available on the company''s website, www.ghcl. co.in, accessible at https://www.ghcl.co.in/wp-content/ uploads/2020/08/Whistle-Blower-Policy-1-1.pdf.

To enhance the effectiveness of the reporting system and ensure seamless communication, GHCL Limited has launched an online platform dedicated to receiving grievances through a separate tab on the company''s website. This initiative strengthens the vigil mechanism and facilitates efficient reporting of concerns. As per the requirements of Schedule V of the Listing Regulations, the company confirms that no personnel have been denied access to the Audit & Compliance Committee. Furthermore, there were no complaints reported during the year under the vigil mechanism.

26. Related Party Transactions

The Company, GHCL Limited, has not engaged in any material related party transactions with its Promoters, Directors, Key Managerial Personnel, or other designated persons that could potentially conflict with the interests of the Company as a whole. Therefore, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable to the Company. All related party transactions undergo thorough review and approval by the Audit & Compliance Committee.

For related party transactions that are of a repetitive nature and entered into on an arm''s length basis in the ordinary course of business, the Company obtains prior omnibus approval from the Audit & Compliance Committee. A statement providing details of all related party transactions is presented to the Audit & Compliance Committee and the Board of Directors on a quarterly basis. This statement is supported by a Certificate from the Chief Financial Officer. Furthermore, all related party transactions are presented before both the Audit & Compliance Committee and the Board.

None of the Directors of the Company have any significant pecuniary relationships or transactions with the Company. The policy on Related Party Transactions, which has been approved by the Board, is available on the Company''s website, www.ghcl.co.in, and can be accessed at https:// ghcl.co.in/wp-content/uploads/2018/07/Related-Partv-Transactions Policy Dec15.pdf

27. Particulars of Loans, Guarantees or Investments

The details of loans, guarantees, and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements. These notes offer comprehensive information regarding the nature, terms, and conditions of such loans, guarantees, and investments. They also include disclosures on any related party transactions, if applicable, and any significant developments or changes in these arrangements.

The purpose of including these details in the notes to the Financial Statements is to ensure transparency and provide stakeholders with a clear understanding of the Company''s financial activities and commitments. By presenting this information, GHCL Limited aims to adhere to regulatory requirements and promote accountability.

Stakeholders are encouraged to refer to the relevant section in the Financial Statements to obtain a comprehensive overview of the loans, guarantees, and investments made by the Company in accordance with the provisions of Section 186 of the Companies Act, 2013.

28. Risk & Sustainability Committee

The Risk & Sustainability Committee has been constituted in compliance with Regulation 21 of the Listing Regulations. The committee''s scope has been expanded to include governance, risk management, sustainability, and compliance (GRC), and has been renamed as the "Risk & Sustainability Committee” to reflect its extended responsibilities.

The committee is composed of five Executive and NonExecutive directors, with Mr. Arun Kumar Jain (Ex-IRS) serving as the Chairman. The other members of the committee include Mr. Anurag Dalmia, Mr. R S Jalan, Mr. Raman Chopra, and Mr. Neelabh Dalmia. Detailed information about the committee and its activities can be found in the Corporate Governance Report, which is part of the Board''s Report.

GHCL Limited believes that various factors such as technological advancements, geopolitical environment, and regulatory and environmental requirements have significant impacts on the business value chain. To ensure sustainability, it is essential to systematically manage risks and seize opportunities arising from these factors. The Board of Directors holds the ultimate responsibility for

risk oversight, while the Risk & Sustainability Committee provides guidance for implementing the risk management policy throughout the organization.

The operational heads of each business unit are primarily accountable for implementing the company''s risk management policy and fostering a risk-aware culture that enhances performance. Senior executives in different functional units serve as risk owners, monitoring key risks and proactively implementing appropriate mitigation plans. Their role is to prevent any significant deviations or adverse events and contribute to value creation for the business.

The Company''s Risk Management Policy, approved by the Board, can be accessed on the Company''s website link https://www.ghcl.co.in/wp-content/uploads/2019/06/Risk-Management-Policy-1.pdf

29. Conservation of Energy, Technology absorption, Foreign Exchange Earning and outgo

The information on conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required under Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure - VI, which is an integral part of this Report.

This annexure contains detailed data and disclosures related to the Company''s efforts and performance in conserving energy, adopting new technologies, and its foreign exchange earnings and outflows.

By referring to Annexure - VI, stakeholders can gain a comprehensive understanding of the Company''s activities and achievements in these areas.

30. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company is deeply committed to creating and maintaining a safe and inclusive work environment where every individual is respected and protected from any form of harassment, exploitation, or intimidation. In line with this commitment and as mandated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act”) and its related Rules, your Company has established a comprehensive policy for the prevention of sexual harassment.

Under this policy, Internal Complaints Committees have been set up at all major locations of the Company. These committees are entrusted with the responsibility of addressing any complaints related to sexual harassment at the workplace. The committees operate with transparency, impartiality, and adherence to clear timelines, ensuring a fair and unbiased investigation process.

Your Company also conducts regular awareness programs to educate employees about their rights, the provisions of the POSH Act, and the available redressal mechanisms. These programs aim to build a culture of respect, sensitivity, and gender equality in the workplace.

We are pleased to inform you that no complaints related to sexual harassment were reported during the year under the POSH Act. This indicates the effectiveness of the policies, awareness programs, and the overall commitment of the Company in providing a safe and secure work environment for all its employees, agents, vendors, and partners.

31. Statutory Auditors

Your directors would like to inform shareholders that in the 38th Annual General Meeting (AGM) held on June 19, 2021, M/s S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Reg. No. 301003E / E300005), was re-appointed as the statutory auditors of the Company. Their reappointment is for a period of five consecutive years, starting from the conclusion of the 38th AGM until the conclusion of the 43rd AGM.

M/s S. R. Batliboi & Co. LLP has diligently audited the books of accounts of the Company for the financial year ended March 31, 2023. They have issued the Independent Auditors'' Report, providing their professional opinion on the Company''s financial statements.

We are pleased to inform you that no frauds have been reported by the auditors to the Audit & Compliance Committee or the Board under Section 143(12) of the Companies Act, 2013. This reaffirms the integrity and accuracy of the financial information presented in the Company''s financial statements.

32. Auditor''s Report

There is no qualification, reservation, adverse remark, or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2023. However, the

statutory auditors have placed emphasis on certain matters in the audit report related to the restatement of financial results and demerger accounting. These matters are self-explanatory and have been adequately disclosed in note no 48 & 45B of the standalone financial statements. Therefore, they do not require any further explanation or comment under Section 134(3)(f) of the Companies Act, 2013.

33. Cost Auditors

In accordance with Section 148 of the Companies Act, 2013, the Company maintains cost records as required, and a Cost Accountant conducts an audit of these records. The Board of Directors, based on the recommendation of the Audit & Compliance Committee, has approved the appointment of M/s R J Goel & Company, Cost Accountants, New Delhi, as the Cost Auditors of the Company for the financial year ending March 31, 2024.

Furthermore, the Cost Audit Report for the financial year ended March 31, 2022, provided by M/s R J Goel, the Cost Auditor, does not contain any qualification or adverse remarks that require any clarification or explanation.

34. Corporate Insolvency Resolution Process (CIRP)

Please take note that in the year 2014, HT Media Limited filed a winding-up petition before the Hon''ble Gujarat High Court at Ahmedabad. This petition was based on an unsustainable claim related to a commercial dispute in 2012 involving another corporate entity, with GHCL being a party to a tri-partite agreement. The Company made necessary disclosures regarding this matter to the Stock Exchanges on October 20, 2014.

During the year, the Hon''ble Gujarat High Court transferred the petition to the Hon''ble National Company Law Tribunal (NCLT) in Ahmedabad as a Corporate Insolvency Resolution Process (CIRP) application. The Company filed the required disclosure regarding this transfer to the Stock Exchanges on November 2, 2022. It is worth mentioning that despite being an operational creditor, HT Media has filed the present CIRP claiming to be a financial creditor. It is evident that HT Media, fully aware of the lack of merit in their claims, withdrew two Arbitration Petitions in 2014 and 2015 that they had filed before the Hon''ble Delhi High Court under the Arbitration and Conciliation Act, 1996.

We would like to inform you that the present CIRP proceeding has been initiated but has not been admitted thus far. The case is currently pending before the Hon''ble NCLT in Ahmedabad. The Company has submitted a detailed reply countering all the allegations made by HT Media. GHCL is fully prepared to defend itself in the present CIRP based on the merits of the case.

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 2022-23. 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, 2023, 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, 2023 and of the profit and loss of the Company for the financial year ended March 31, 2023;

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, 2023 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 mentioned above in a separate para.

37. Acknowledgement

The Board of Directors extends its heartfelt gratitude to the customers, vendors, dealers, investors, business associates, and bankers for their unwavering support throughout the year. Their continued trust and collaboration have played a significant role in the Company''s success.

The Board also acknowledges and appreciates the dedication and contributions of the employees at all levels. Their commitment, hard work, teamwork, and support have been instrumental in overcoming challenges and achieving our goals. We value their resilience and unwavering commitment to the Company''s growth.

Furthermore, the Board expresses sincere thanks to the Government of India, the State Governments, statutory authorities, and other government agencies for their support. We acknowledge their role in creating a conducive business environment and look forward to their continued support in the future.

The collective efforts and support of all stakeholders have been crucial in driving the Company''s progress, and the Board acknowledges their invaluable contributions.

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Mar 31, 2022

Your directors take pleasure in presenting the 4^th Integrated Report, prepared as per the framework set forth by the International Integrated Reporting Council, (IIRC) and the 39th Annual Accounts on the business and operations of your Company, along with the summary of standalone and consolidated financial statements for the year ended March 31, 2022. The economic contraction in the initial part of the year (FY 2021-22) was very challenging due to 2nd wave of Covid 19 lockdown; however, after easing of lockdown restrictions and improving macro trends, which leads to enhanced traction across industries, almost back to pre-pandemic levels. Accordingly, your Company observed sequential improvement in its business during the year, supported by favourable demand -supply dynamics backed by positive pricing scenario. The financial highlights of the Company for FY 2021-22 are given below:

A: FINANCIAL RESULTS

(H in Crores)
	Standalone		Consolidated
Particulars	Year ended March 31, 2022	Year ended March 31, 2021	Year ended March 31, 2022	Year ended March 31, 2021
Net Sales /Income from Continued operations	3789.17	2498.23	3790.50	2498.64
Profit before interest and depreciation from Continued operations	992.29	604.05	991.15	609.90
Finance Cost from Continued operations	63.57	74.32	63.57	74.32
Profit before depreciation and amortisation - (Cash Profit) from Continued operations	928.72	529.73	927.58	529.58
Depreciation and Amortisation from Continued operations	116.78	111.40	116.78	111.40
PBT before exceptional items from Continued operations	811.94	418.33	810.80	418.18
Profit before Tax (PBT) from Continued operations	786.97	418.33	810.80	418.18
Provision for Tax - Current from Continued operations	204.10	104.85	204.10	104.85
Tax adjustment for earlier years from Continued operations	(0.03)	(0.93)	(0.03)	(0.93)
Provision for Tax - Deferred from Continued operations	8.43	7.42	8.43	7.42
Profit after Tax from Continued operations	574.47	306.99	598.30	306.84
Profit from discontinued operations	81.46	4.07	70.37	20.39
Tax Expense of discontinued operations	(21.99)	(1.08)	(21.97)	(1.11)
Profit from discontinued operations after tax	59.47	2.99	48.40	19.28
Profit for the year	633.94	309.98	646.70	326.12
Other comprehensive income (OCI)	1.65	4.73	1.65	4.73
Total Comprehensive income for the period	635.59	314.71	648.35	330.85
Balance brought forward from last year	2279.83	1971.07	2262.73	1937.83
Appropriations
FVTOCI Reserve	0.33	(1.22)	0.33	(1.22)
Final Dividend	(52.27)	-	(52.27)	-
Balance carried to Balance Sheet	2861.83	2279.83	2857.50	2262.73

1. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations”) the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy (''DDP'') in its meeting held on May 19, 2016. As per the DDP, the Board''s endeavours is to ensure transparency in deciding the quantum of dividend and commit a dividend pay-out ratio including the dividend tax, in the range of 15% to 20%

of profits after tax (PAT) on standalone financials of the Company. The Board of Directors while taking decision for recommendation of the dividend will take guidance from this policy and would ensure to maintain a consistent approach to dividend pay-out plans.

The Dividend Distribution Policy is available on the Company''s website www.ghcl.co.in

As per section 194 of Income Tax Act, a company is required to deduct TDS @ 10% on dividend payment if it exceeds

Rs. 5000/-. However, no TDS shall be deducted in the case of any dividend payment to Life Insurance Corporation, General Insurance Corporation of India, any other insurer and Mutual Funds etc. specified u/s 10(23D) of Income Tax Act. Moreover, as per section 195 of the Income Tax Act, TDS is required to be deducted @ 20% plus surcharge on payment of Dividend to Non Resident.

2. Dividend

Your Directors are pleased to inform that your Company has a consistent track-record of dividend payment for last 28 years.

In line with the Dividend Distribution Policy, the Board of Directors of the Company (''the Board'') has recommended total Dividend of Rs. 15 per equity share of Rs. 10 each i.e. 150% on the paid up equity capital, (comprises of regular Dividend of Rs.10 per share and Special Dividend of Rs. 5 per share) for the financial year ended March 31, 2022 to be paid to those equity shareholders whose names appear in the Register of Members as on record date i.e. Thursday, June 23, 2022 (Previous year dividend was Rs. 5.50 per equity share).

The dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company scheduled to be held on Thursday, June 30, 2022.

The dividend once approved by Shareholders will be paid on and from July 4, 2022 (Monday) and the Record Date for the purpose of the dividend shall be June 23, 2022 (Thursday). The total dividend payout for the financial year 2021-22 shall be in line with the dividend distribution policy of the company.

3. Transfer to Reserves:

The Board of Directors has decided to retain the entire amount of profits for FY 2021-22 in the profit and loss account.

4. Share Capital

The paid up Equity Share Capital of the Company as on March 31, 2022 is Rs. 95,35,07,860/- comprising of 9,53,50,786 equity shares of Rs. 10/- each; whereas paid up Equity Share Capital of the Company as on March 31, 2021 was 95,01,32,860/- comprising of 9,50,13,286 equity shares of Rs. 10/- each.

Your directors would like to inform that during the financial year, Nomination and Remuneration Committee in their meeting held on July 15, 2021 had made Allotment of 3,37,500 Equity Shares of Rs. 10 each to the employees of the Company against exercise of Employees Stock Options pursuant to GHCL ESOS 2015. Consequent to said allotment of 3,37,500 Equity Shares, the Issued, Subscribed & Paid-up Capital of the Company was increased from Rs. 95,01,32,860/- consisting of 9,50,13,286 equity shares of Rs. 10/- each to Rs. 95,35,07,860/- consisting of 9,53,50,786 equity shares of Rs. 10/- each.

5. Employees Stock Options Scheme

Your Company has Employees Stock Options Scheme for its permanent employees as per the scheme approved by shareholders in their Annual General Meeting held on July 23, 2015. The Company had obtained in-principle approvals from the Stock Exchanges for issue of 50 lakh equity shares through Employees Stock Option Scheme. Further, the Board of Directors, on recommendation of the NRC Committee has approved the vesting of ESOP to the eligible employees and the same shall be exercised by the employees of the company. Hence, after exercise of ESOP the paid up capital shall be increased and the same shall be reported to the stock exchanges.

During the year, there are no material changes in the ESOP scheme of the Company and the ESOP scheme is in compliance with the ESOP regulations. The Company has received a certificate from Dr. S Chandrasekaran, representing Chandrasekaran & Associates, Practicing Company Secretaries, New Delhi, Secretarial Auditor of the Company, certifying that GHCL Employees Stock Option Scheme 2015 (the scheme) is implemented in accordance with SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the members. The certificate is available for inspection by members in electronic mode.

The details of the Employee Stock Options plan form part of the Notes to accounts of the financial statements in this Annual Report and is also annexed herewith as Annexure I and forming part of this Report.

6. Finance

6.1 Resource Mobilization Short Term

During the year your company arranged / renewed working capital facilities of Rs. 1065 Crs. (both fund based and non-

fund based limit) with participation from State Bank of India, Bank of Baroda, Union Bank of India, IDBI Bank Ltd., HDFC Bank Ltd. and Axis Bank Ltd. During the year, your company also arranged / renewed unsecured working capital facilities of Rs. 90 Crores (both fund based and nonfund based limit) from HDFC Bank Ltd. and Bank of Bahrain and Kuwait. Further, your company has arranged new unsecured working capital facility of Rs. 140 crores (both fund based and non-fund based limit) from ICICI Bank Ltd. (Rs. 50 crores) and CTBC Bank Co. Ltd. (Rs. 90 crores). During the year your company has close down working capital facility of Rs. 50 crores with IDFC First Bank.

Long Term

Your Company has raised term loan of Rs. 100 crores by way of reimbursement of capital expenditure incurred during last year from ICICI Bank for a period of 5 years including moratorium period of 6 months and has availed the same during the current year.

6.2 Interest Rate Management

Since your company has maintained excellent relationship with the lenders and also taking into consideration of timely repayment of principal and interest, your company has negotiated better interest rates with lenders.

The details of rate of interest are as under:

Borrowing	Outstanding as on 31.03.2022	ROI P.A.
Long Term Borrowing	559.40	7.57%
Short Term Borrowing	208.05	4.90%
Total Borrowing	767.45	6.85%

6.3 Upgradation of external Credit Rating

(i) Due to efficient cash flow management and timely repayment of interest and principal to lenders, CARE (Credit Analysis & Research Ltd) has upgraded external rating to CARE AA- with Stable Outlook from CARE A with Stable Outlook for Long Term facilities and for short Term Facilities, highest rating of CARE A1 with Stable Outlook has been reaffirmed.

(ii) India Rating has also upgraded Long Term Issuer Rating as to AA- with Stable Outlook from A with Positive Outlook.

(iii)	Further, India Rating has affirmed Credit Rating for Issuance of Commercial Paper program as under:
	Instrument Type :	Commercial Paper
	Size of Issue :	Rs. 100 Crores
	Rating Assigned by the Agency :	IND A1 (Highest)
iv)	CRISIL rating has assigned Credit NCD as under:	Rating for issuance of
	Instrument Type :	Non-convertible Debenture (NCD)
	Size of Issue :	Rs. 150 Crores
	Rating Assigned by the Agency :	CRISIL AA- with Stable Outlook

6.4 Investors Education and Protection Fund

During the financial year, your Company has transferred a sum of Rs. 38.04 lacs towards unclaimed dividend to investors'' education and protection fund account (IEPF).

7. Change in Nature of Business

During the Financial Year 2021-22, there was no change in the nature of Company''s Business. No material change and/or commitment affecting the financial position of your Company has occurred between April 1, 2022 till the date of signing of this report.

8. Management Discussion & Analysis

In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report (MDA) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report.

B: INTEGRATED REPORT

Your Company believes that sustainable development calls for concerted efforts towards building an inclusive, sustainable and resilient future for people and planet through harmonising economic growth, social inclusion and environment protection. In furtherance to this commitment, your company had taken paradigm shift from compliance based reporting to governance based reporting and

adopted the Integrated Report (IR) framework developed by the International Integrated Reporting Council. Your Company create long-term value for all stakeholders through its strategy, activities, and commitments. The Integrated Report is a part of this Annual Report, which provides a clear, concise, and comprehensive vision of our business model.

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

The detail of business performance and state of company''s affairs are given in MDA (from Page no. 148 to 154) and Integrated Report (Page no. 1 to 69).

1. Slump sale of the Home Textiles Business of the Company and Change in the Scheme of Arrangement for Demerger of the Textiles business

Your Directors are pleased to inform that in line with the approval of the Board of Directors of the Company in their meeting held on December 06, 2021, your Company (i.e. GHCL Limited) entered into a Business Transfer Agreement (''BTA'') for transfer of its Home Textiles Business (located at Vapi, Gujarat) (''HT Business'') to Indo Count Industries Limited (''ICIL'') by way of a slump sale, on a debt free basis. In addition, Grace Home Fashions LLP (''GHF''), USA, a wholly owned subsidiary of the Company also entered into an Asset Transfer Agreement (ATA) for transfer of its identified assets (i.e. inventory and intellectual property) to Indo Count Global Inc., USA (US subsidiary of ICIL). The Company realised a consolidated amount of INR 608.30 crores from the above transfers (subject to certain adjustments in accordance with the BTA) including certain assets to be realised by the Company themselves. Said transfer of HT Business had also been approved by the Shareholders of the Company by way of special resolution (pursuant to postal ballot) on January 21, 2022 and the transfer of HT Business was completed on April 2, 2022.

Consequently, HT Business of the Company had been considered and disclosed as ''Discontinued Operations'' as per Ind-AS 105 "Non-current Assets Held for Sale and Discontinued Operations” Accordingly, figures for all the prior periods have also been reclassified and disclosed separately under the head "Profits from the Discontinued Operations”. The effect of the transfer has been reflected in the financial information of the period in which the deal

is consummated post receipt of all the requisite regulatory approvals (i.e. quarter ended March''22).

Further, in view of the divestment of HT Business of the Company to ICIL pursuant to BTA, the Board of Directors of the Company, at their meeting held on December 6, 2021 had approved withdrawal of the then existing Scheme of Arrangement u/s 230-232 of the Companies Act 2013, involving demerger of its entire Textiles business into GHCL Textiles Limited (''Old Scheme'') and correspondingly approved a fresh Scheme of Arrangement consisting of demerger of Spinning Division of GHCL Limited ("Demerged Company”) into GHCL Textiles Limited (''Resulting Company'')” (the "New Scheme”). Subsequently, on December 20, 2021, Hon''ble NCLT (Ahmedabad Bench) allowed the withdrawal petition. Further, the Company has received requisite approvals / NOC from the Stock Exchanges (NSE & BSE) and CCI on its new Scheme and in the process of obtaining requisite approvals from other regulatory authorities (including NCLT) as applicable. As per the new Scheme, the equity shares held by GHCL Limited in GHCL Textiles Limited shall be cancelled. Further, the Resulting Company''s shareholding pattern will mirror the shareholding pattern of the Demerged Company post Scheme. Also, shares of the Resulting Company shall be listed on the Stock Exchanges. Hence post completion of Demerger, there will be two listed entities i.e. GHCL Limited (Chemical business) and GHCL Textiles Limited (Spinning business).

2. Awards and Recognition:

Your Directors are pleased to inform that despite of unprecedented problems faced due to COVID - 19 and lockdown, your Company has received various awards and recognition during the financial year 2021-22. The details of the awards and recognition are given on page no. 8 of the Integrated Report.

3. Subsidiaries:

Grace Home Fashion, LLC, a subsidiary of the Company in USA was engaged in Home Textile segment. Post divestment of HT business, management of the Company will take necessary steps to wind up this subsidiary at the appropriate time. As reported in the previous year, Rosebys Interiors India Limited (RIIL) an Indian subsidiary, is under liquidation with effect from 15th July 2014.

The Board of Directors of the Company at their meeting held on March 16, 2020 had approved a Scheme of Arrangement u/s 230-232 of the Companies Act 2013, involving demerger of Textiles Businesses of the Company into a separate company (i.e. Resulting Company). Accordingly, the Resulting Company was incorporated on June 17, 2020 with name of GHCL Textiles Limited as a wholly owned subsidiary of the company. This Company has not carried any manufacturing, trading, or service activities since its incorporation and also during the financial year ended on 31st March 2022 due to pendency of Scheme.

Pursuant to requirement of Section 136 of the Companies Act, 2013, which has exempted companies from attaching the financial statements of the subsidiary companies along with the Annual Report of the Company. The Company will make available the annual financial statements of the subsidiary company and the related detailed information to any members of the company on receipt of a written request from them at the Registered Office of the Company. The annual financial statements of the subsidiary company will also be kept open for inspection at the Registered Office of the Company on any working day during business hours. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies, associates etc. Details regarding subsidiaries (including name of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year) have been provided in note no. 36 (refer page no. 287 of Annual Report) and also in the statement u/s 129(3) of the Companies Act, 2013 (refer page no. 309). The statements are also available on the website of the Company www.ghcl.co.in

4. Consolidated Financial Statements:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations) read with other applicable provisions and prepared in accordance with applicable IND AS, for the financial year ended March 31, 2022.

5. Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by the SEBI. The Company has also implemented several best governance practices. The report on Corporate Governance under Regulation 34 of the SEBI Listing Regulations read with Schedule V of the said Regulations forms an integral part

of the Annual Report. The requisite certificate from the auditors of the Company confirming compliance with the conditions of the Corporate Governance is attached to the Report on Corporate Governance.

6. Board Meetings:

The Board meetings of your company are normally planned in advance in consultation with the Board Members. However, in certain emergency situation and / or to maintain the price sensitivity of the transaction, Board meeting was also convened on shorter notice after complying necessary requirement for the same. During the financial year ended March 31, 2022, the Board of Directors met six times to review strategic, operational and financial performance of the company. The details of the board''s meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations, 2015.

7. Directors:

Your Directors are pleased to inform that Mr. Anurag Dalmia, Non-Executive Vice Chairman of the Board and Mr. Raman Chopra, CFO & Executive Director (Finance) of the Company are directors retiring by rotation and being eligible, offer themselves for re-appointment. We would like to further inform that based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in their meeting held on January 27, 2022, has reappointed Mrs. Vijaylaxmi Joshi (Retd.IAS) for a second term of five consecutive years with effect from April 20, 2022 and for a term up to April 19, 2027 subject to the approval of the shareholders. Also, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in their meeting held on April 30, 2022, has re-appointed Mr. R. S. Jalan as Managing Director of the Company for a period of five years with effect from June 7, 2022, subject to the approval of the shareholders. The Board recommends their appointments at the ensuing Annual General Meeting.

Your Directors would like to confirm that the Company has received declaration from all the Independent Directors confirming their independence as well as confirmation that "he / she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties

with an objective independent judgement and without any external influence”. Accordingly requirement of Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) & Regulation 25 (8) of the Listing Regulations are duly complied with. Pursuant to the circular relating to the "enforcement of SEBI Order regarding appointment of directors by listed companies” dated June 20, 2018, any director of the Company, is not debarred from holding the office of director pursuant to any SEBI order.

Your Directors would like to confirm that as per opinion of the Board of Directors, all the Independent Directors of the Company meet the requirement of integrity, expertise and experience (including the proficiency) required for their appointment.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules 2014. Out of five Independent Directors, two Independent Directors (i.e. Dr. Manoj Vaish & Mrs. Vijaylaxmi Joshi) are exempt from the requirement to undertake the online proficiency selfassessment test conducted by IICA and three Independent Directors [i.e. Justice (Retd.) Ravindra Singh, Mr. Arun Kumar Jain and Dr. Lavanya Rastogi] have successfully passed the online proficiency self-assessment test conducted by IICA well within the stipulated time period.

8. Lead Independent Director:

The Board of Directors in their meeting held on July 29, 2021 had appointed Dr. Manoj Vaish, Independent Director and Chairman of Audit & Compliance Committee as the Lead Independent Director of the Company with effect from July 29, 2021. The role and responsibilities of the Lead Independent Director are given in the Corporate Governance Report forming part of the Annual Report.

9. Procedure for Nomination and Appointment of Directors

Details regarding procedure for nomination and appointment of Directors including the list of core skills expertise and competencies of the Board of Directors are given in the Corporate Governance Report forming part of the Annual Report.

10. Key Managerial Personnel:

Pursuant to Section 203 read with Section 2(51) of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. R S Jalan, Managing Director, Mr. Raman Chopra, CFO & Executive Director (Finance) and Mr. Bhuwneshwar Mishra, Sr. GM - Sustainability & Company Secretary. During the year, there has been no change in the Key Managerial Personnel.

11. Familiarization program for Independent Directors:

All new Independent Directors (''IDs'') inducted on the Board go through a structured orientation program. Executive Directors and Company Secretary makes presentations giving an overview of operations, to familiarize the new IDs with the Company''s business operations. The new IDs are given an orientation on Company''s product, corporate structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, role responsibilities, code of conduct of IDs, risk management strategy and sustainability measures etc. Visits to Plant and locations where company does its CSR activities are organized on the request of the IDs with an objective to enable them to understand the business better. During the financial year, the Company had provided online learning platform "Skillsoft” to all the Independent Directors and recommend to complete course in ESG, Risk Management, Stakeholders engagement, Climate changes, Diversity Equity and Inclusion (DEI), CSR, Cyber Security etc. Details of the same are given in Corporate Governance section of the Annual Report.

12. Board Evaluation

In line with the provisions of the Companies Act, 2013 and SEBI Guidance Note on Board evaluation issued on January 5, 2017 read with relevant provisions of the SEBI Listing Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors through the separate meeting of independent directors and the Board as a whole. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual directors, after taking feedback from the directors and committee members. The performance of the independent directors was evaluated by the entire Board except the person being evaluated, in their meeting held on January 27, 2022.

A separate meeting of Independent Directors was held on January 25, 2022, to review the performance of NonIndependent Directors'', performance of the Board and Committee as a whole and performance of the Chairman of the Company, taking into account the views of Executive Directors and the Non-Executive Directors.

The exercise of performance evaluation was carried out electronically through a secure application. This resulted in saving paper, reducing the cycle time to make documents available to the Board/Committee Members and in increasing confidentiality and accuracy. The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as structure and composition of Committees, effectiveness of Committee Meetings etc.

The performance evaluation of the Board and its constituents was conducted on the basis of functions, responsibilities, competencies, strategy, tone at the top, risk identification and its control, diversity, and nature of business. A structured questionnaire was circulated to the members of the Board covering various aspects of the Board''s functioning, Board culture, execution and performance of specific duties, professional obligations and governance. The questionnaire is designed to judge knowledge of directors, their independence while taking business decisions; their participation in formulation of business plans; their constructive engagement with colleagues and understanding the risk profile of the company etc. In addition to the above, the Chairman of the Board and / or committee is evaluated on the basis of his leadership, coordination and steering skills.

The Nomination and Remuneration Committee reviews the performance of individual Directors on the basis of their contribution as a member of the board or committee. The quantum of profit based commission, payable to directors is decided by the Nomination and Remuneration Committee on the basis of overall performance of individual directors. The entire process

13. Nomination and Remuneration Policy

Based on the recommendation of the Nomination & Remuneration Committee, the Board has approved the Nomination and Remuneration Policy for Directors, Key Managerial Personnel (''KMP'') and all other employees of the

Company. The Company''s Nomination and Remuneration Policy and Practices have been formulated and maintained to meet the following objectives:

1. To attract, retain and motivate qualified and competent individuals at Director, Key Managerial and other employee levels to carry out company''s business operations as assigned to them.

2. To ensure payment of salaries and perks that are comparable to market salary levels so as to remain competitive in the industry.

3. To revise the remuneration of its employees periodically for their performance, potential and value addition after systematic assessment of such performance and potential.

4. To ensure disbursal of salary and perks in total compliance to the applicable statutory provisions and prevailing tax laws of the Country.

The Nomination and Remuneration Policy is available on website www.ghcl.co.in of the company.

14. Managerial Remuneration & Particulars of employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the report as Annexure II.

15. Secretarial Audit Report

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to undertake 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 a practice of ongoing Secretarial Audit throughout financial year and placed its periodic Secretarial Audit Report before Audit & Compliance Committee and Board. This has helped us in early detection of area of improvement and strengthening out level of compliance reporting.

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed Dr. S Chandrasekaran, representing Chandrasekaran & Associates, Practicing Company Secretaries, New Delhi, to conduct Secretarial Audit of the Company for the financial year 2021-22.

The Secretarial Audit Report for the financial year ended March 31, 2022 are annexed with the Board''s report and formed as part of the Annual Report. This report is unqualified and self-explanatory and does not call for any further comments.

16. Secretarial Standards

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs of India.

17. Listing of the Equity Shares

The equity shares of your Company are listed at BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fees for the year 2021-22 have been paid to all these Stock Exchanges.

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

In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is put up on the Company''s website www.ghcl.co.in. and can be accessed at https://www.ghcl.co.in/performanc-reports. In addition, other policies / document of the Company are placed on the Company''s website www.ghcl.co.in as per the statutory requirement.

19. Corporate Social Responsibility (CSR)

Your Company has been one of the foremost proponents of inclusive growth and since inception, has been continuing to undertake projects for overall development and welfare of the society. GHCL''s commitment to the development of weaker sections of society is continuing since more than two decades. GHCL through its "GHCL Foundation Trust” has upgraded its CSR activities to cover a larger section of the society and included to provide support to the downtrodden, needy and marginalized citizens and also to create social infrastructure for their sustenance.

The Company has in place a CSR Policy which provides guidelines to conduct its CSR activities. The CSR Policy and other necessary details related to CSR activities are available on the website of the Company www.ghcl.co.in. During the year, the Company spent Rs. 9.85 Crs. against statutory minimum of Rs. 9.79 Crs. (i.e. 2.00% of the average net profits of last three financial years) on CSR activities. Your Company had deposited Rs. 0.77 Crs. (to meet the requirement for unspent CSR amount for FY 2020-21) in a separate bank account opened in compliance of Section 135 of the Companies Act, 2013 and the same has been spent during FY 2021-22, for the planned CSR activities. Accordingly, the Company spent total Rs. 10.62 Crs. on CSR activities (i.e. Rs. 9.85 Crs. for FY 2021-22 and Rs. 0.77 Crs. against unspent CSR amount for FY 2020-21) against CSR budget of Rs. 10.39 Cr.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 is annexed to this Report as Annexure III.

Your company under its CSR initiatives covers Agriculture & Animal Husbandry, Healthcare, Education & Vocational Training, Women Empowerment and other miscellaneous projects on need basis that are important to maintain social licence to operate the business. These projects are covered under Schedule VII of the Companies Act, 2013.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and Rules thereto, a Corporate Social Responsibility (CSR) Committee of the Board had been constituted to monitor CSR related activities. As on March 31, 2022 CSR Committee is comprising of Mr. Anurag Dalmia as the Chairman of the Committee and Mrs. Vijaylaxmi Joshi, Mr. R S Jalan, Mr. Raman Chopra and Mr. Neelabh Dalmia as members of the Committee. Subsequent to the financial year ended March 31, 2022, the Board of Directors in their

meeting held on April 30, 2022, had reconstituted various committees and Justice (Retd.) Ravindra Singh is appointed as a member of the CSR Committee. Mr. Bhuwneshwar Mishra, Sr. GM - Sustainability & Company Secretary is the secretary of the CSR committee. During the financial year, CSR Committee met two times and all the members of the Committee were present in all the meeting.

20. Business Responsibility and Sustainability Report (BRSR)

In recent times, adapting to and mitigating climate change impact, inclusive growth and transitioning to a sustainable economy have emerged as major issues globally. There is an increased focus of investors and other stakeholders seeking businesses to be responsible and sustainable towards the environment and society. Thus, reporting of company''s performance on sustainability related factors has become as vital as reporting on financial and operational performance.

The Securities and Exchange Board of India (''SEBI'') in terms of amendment to Regulation 34(2)(f) of Listing Regulations, 2015 read with National Guidelines on Responsible Business Conduct (NGRBC) issued by Ministry of Corporate Affairs Government of India on March 13, 2019, requires top one thousand listed companies to prepare and present Business Responsibility and Sustainability Report (BRSR) in place of erstwhile Business Responsibility Report (BRR) to its stakeholders in the prescribed format, based on internationally accepted reporting frameworks such as GRI, SASB, TCFD, Integrated Reporting etc.

In terms of the aforesaid amendment, with effect from the financial year 2022-2023, filing of BRSR shall be mandatory for the top 1000 listed companies (by market capitalization) and shall replace the existing BRR. However, filing of BRSR is voluntary for the financial year 2021-22. As on March 31, 2022, GHCL Limited is mentioned on 463rd position at NSE and on 479th position at BSE, on the basis of capitalization.

The BRSR seeks disclosures from listed entities on their performance against the nine principles of the NGBRC and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis. GHCL on voluntary basis adopted BRSR for the financial year 202122 for reporting its economic, social, environmental and

governance performance. This is the first year of reporting under BRSR format, hence data are not comparable.

Further, in the interest of its stakeholders, your company, on voluntary basis adopted the Integrated Reporting (IR) framework of the International Integrated Reporting Council to report on all the six capital that your company uses to create long term stakeholder value.

Your company''s Integrated Report has been assessed and E&Y has provided the required assurance. Your company also provided the requisite mapping of principles between the Integrated Report, and the Business Responsibility and Sustainability Report (BRSR) as prescribed by SEBI. The same is available on Company website www.ghcl.co.in and is annexed herewith as an integral part of this report and also forms part of this Annual Report.

21. Composition of Audit & Compliance Committee

Audit Committee of the Board has been constituted as per Section 177 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 18 of the Listing Regulations. The primary objective of the audit committee is to monitor and provide effective supervision of the Management''s financial reporting process, with the highest levels of transparency, integrity and quality of financial reporting.

In order to strengthen the governance norms and compliance system of the Company, the Board of Directors in their meeting held on July 29, 2021, had extended the scope of the Committee and renamed it to "Audit & Compliance Committee”.

The Committee met five times during the year, the details of which are given in the Corporate Governance Report. As on March 31, 2022, the committee comprises of Dr. Manoj Vaish as Chairman of the Committee and Mrs. Vijaylaxmi Joshi (Retd.IAS), Mr. Arun Kumar Jain (Retd.IRS) and Justice (Retd.) Ravindra Singh as members of the Committee, and all are Independent Directors and experts in finance, accounts, strategy, tax, law and general administration. Subsequent to the financial year ended March 31, 2022, the Board of Directors in their meeting held on April 30, 2022, had reconstituted various committees and Justice (Retd.) Ravindra Singh is no longer a member of the Audit & Compliance Committee; however he remains as a permanent invitee to the Committee.

22. Composition of Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted as per section 178 (5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of dividend etc. As on March 31, 2022, the Stakeholders Relationship committee consists of Executive and Non-Executive directors comprising of Mr. Arun Kumar Jain (Ex-IRS) as Chairman of the Committee and Justice (Retd.) Ravindra Singh, Mr. R S Jalan, Mr. Raman Chopra and Mr. Neelabh Dalmia as members of the Committee. Subsequent to the financial year ended March 31, 2022, the Board of Directors in their meeting held on April 30, 2022, had reconstituted various committees, and Justice (Retd.) Ravindra Singh is appointed as Chairman of the Stakeholders Relationship Committee in place of Mr. Arun Kumar Jain and Mr. Arun Kumar Jain remains a member of the Committee.

Details of the Committee are given in the Corporate Governance Report. Company has disclosed its ''Investor Grievance Redressal Policy'' on website of the Company www.ghcl.co.in

23. Composition of Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 19 of the Listing Regulations. The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees. As on March 31, 2022, the Nomination and Remuneration Committee consists of four Non-Executive directors comprising of Mrs. Vijaylaxmi, as Chairperson of the Committee, Mr. Sanjay Dalmia, Justice (Retd.) Ravindra Singh and Dr. Manoj Vaish as members of the Committee. This is in the ratio of 3 : 1 (three Independent Directors and one Promoter''s nominee) and headed by Independent Director. Subsequent to the financial year ended March 31, 2022, the Board of Directors in their meeting held on April 30, 2022, had reconstituted various committees including Nomination and Remuneration committee and to ensure good governance, Mr. Sanjay

Dalmia voluntarily opted out from membership of the Nomination & Remuneration Committee. The Committee details are given in the Corporate Governance Report.

24. Vigil Mechanism / Whistle Blower Policy

As a conscious and vigilant organization, GHCL Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner, by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In its endeavour to provide its employee a secure and fearless working environment, GHCL Limited has established the "Whistle Blower Policy”. The Board of Directors in its meeting held on May 28, 2014, had approved the Whistle Blower Policy, which is effective from October 1, 2014 & the same has been duly amended from time to time. Mr. Arun Kumar Jain (IRS), Independent Director of the Company is Ombudsperson.

The purpose of the policy is to create a fearless environment for the directors and employees to report any instance of unethical behaviour, actual or suspected fraud or violation of GHCL''s code of conduct or Ethics Policy to the Ombudsperson. Details regarding Whistle Blower Policy are also stated in the Corporate Governance Report. The Whistle Blower Policy is posted on the website of the Company www.ghcl.co.in . In order to strengthen the system and to facilitate seamless reporting, your company had launched online platform (separate tab under website of the Company) for reporting any grievances under vigil mechanism. Pursuant to the requirement of the Schedule V of the Listing Regulations, we would like to affirm that no personnel has been denied access to the Audit & Compliance Committee of the Company. There are no complaints reported during the year under Vigil mechanism.

25. Related Party Transactions

There are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. All transactions with related parties were reviewed and approved by the Audit and Compliance Committee. Prior omnibus approval of the Audit & Compliance Committee is obtained for related party transactions which are of

repetitive nature and entered in the ordinary course of business and on an arm''s length basis. A statement giving details of all related party transactions is placed before the Audit & Compliance Committee and the Board of Directors on a quarterly basis. The statement is supported by a Certificate from the CFO. All Related Party Transactions are placed before the Audit & Compliance Committee and also before the Board.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company www. ghcl.co.in. None of the Directors has any material pecuniary relationships or transactions vis-a-vis the Company.

26. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

27. Risk & Sustainability Committee

Risk Management Committee has been constituted as per the requirement of Regulation 21 of the Listing Regulations. In order to strengthening Company''s position in governance, risk management, sustainability and compliance (GRC) and also for the developing framework for risk management and stakeholders'' value creation on sustainable basis, the Board of Directors in their meeting held on July 29, 2021, had extended the scope of the Committee and renamed it to "Risk & Sustainability Committee”. In said meeting, the Board had also reconstituted the Risk & Sustainability Committee, after nominating Mr. Anurag Dalmia as a member of the Committee with effect from July 29, 2021.

The Risk Management Committee consists of five Executive and Non-Executive directors comprising of Mr. Arun Kumar Jain, as Chairman of the Committee and Mr. Anurag Dalmia, Mr. R S Jalan, Mr. Raman Chopra and Mr. Neelabh Dalmia, as members of the Committee. The details of Committee and other particulars are also set out in the Corporate Governance Report forming part of the Board''s Report. The policy on Risk Management as approved by the Board is uploaded on the Company''s website www.ghcl.co.in.

Your company believes that several factors such as advancements in technology, prevalent geo-political environment and stringent regulatory and environmental requirements have consequential impacts across the value

chain of a business. These impacts are likely to continue and intensify over time and for a business to be sustainable, it needs to adapt to the environment by managing risks and opportunities in a systematic manner.

The Board of Directors of the Company are responsible for risk oversight functions. Risk & Sustainability Committee provide guidance for implementing the risk management policy across the organisation. The operational heads of each business units are primarilyresponsible for implementing theriskmanagement policy of the company and achieving the stated objective of developing a risk intelligent culture that helps to improve the company''s performance.

The responsibility of tacking and monitoring the key risks of the division / business unit periodically and implementing suitable mitigation plans proactively is with the senior executives of various functional units. These risk owners are expected to avoid any undue deviations or adverse events and ultimately help in creating value for the business.

28. Conservation of Energy, Technology absorption, Foreign Exchange Earning and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 are given in Annexure -IV forming part of this Report.

29. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act”) and Rules made thereunder, a policy for prevention of sexual harassment had been made and Internal Complaints Committee had been set up at all major locations of the Company. This policy allows employees to report sexual harassment at the workplace. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines. To build awareness in this regard, the Company

has been conducting various programme on a continuous basis. There are no complaints reported during the year under POSH.

30. Statutory Auditors

Your directors would like to inform that in the 38th AGM held on June 19, 2021, M/s S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Reg. No. 301003E / E300005), was re-appointed as statutory auditors of the Company for a period of five consecutive years i.e. from the conclusion 38th AGM till the conclusion of 43rd AGM.

M/s S. R. Batliboi & Co. LLP has audited the books of accounts of the Company for the financial year ended March 31, 2022 and has issued the Auditors'' Report thereon. There are no qualifications or reservations on adverse remarks or disclaimers in the said report. Further, there are no frauds has been reported by the Auditors to the Audit & Compliance Committee or the Board under Section 143(12) of the Companies Act, 2013.

31. Auditor''s Report

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2022. Hence, they do not call for any further explanation or comment u/s 134 (3) (f) of the Companies Act, 2013.

32. Cost Auditors

In terms of Section 148 of the Companies Act, 2013, the Company maintains cost records as per the requirement and a Cost Accountant conducts audit of said cost records. In this connection, the Board of Directors of the Company has on the recommendation of the Audit & Compliance Committee, approved the appointment of M/s R J Goel & Company, Cost Accountants, New Delhi as Cost Auditors of the Company for all its divisions (i.e. Soda Ash & Yarn) for the financial year ending March 31, 2023.

Further, the Cost Audit Report for the financial year ended March 31, 2022 as provided by M/s R J Goel, Cost Auditor does not have any qualification or adverse remarks which require any clarification/ explanation.

33. 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 2021-22. 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, 2022, 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, 2022 and of the profit and loss of the Company for the financial year ended March 31, 2022;

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, 2022 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.

34. 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:

35. Acknowledgement

The Board of Directors express their gratitude to customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. Your Directors place on record their appreciation of the commitment and contribution made by the employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.

The Board would like to express its sincere thanks to the Government of India, the State Governments, statutory authorities and other government agencies for their support and look forward to their continued support in the future.

For and on behalf of the Board of Directors of GHCL Limited

Sanjay Dalmia

Date: April 30, 2022 Chairman

Place: New Delhi DIN: 00206992

(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.

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Mar 31, 2018

BOARD’S REPORT

To The Members of GHCL Limited,

We are pleased to present the 35^th Annual Report together with the audited financial statements of the company for the financial year ended March 31, 2018.

OPERATIONAL RESULTS

The summary of the financial performance of the Company for the financial year ended March 31, 2018 compared to the previous year ended March 31, 2017 is given below:

(Rs in Crores)

	Standalone
Particulars	Year ended	Year ended
	March 31,	March 31,
	2018	2017
Net Sales /Income	2,992.27	2,980.17
Gross profit before interest and depreciation	649.17	724.39
Finance Cost	124.16	133.77
Profit before depreciation and amortisation - (Cash Profit)	525.00	590.62
Depreciation and Amortisation	109.53	85.69
PBT before exceptional items	415.48	504.93
Exceptional items	-	3.04
Profit before Tax (PBT)	415.48	501.93
Provision for Tax - Current	106.76	113.61
Tax adjustment for earlier years	-89.81	-40.18
Provision for Tax - Deferred	34.02	41.73
Profit after Tax	364.51	386.77
Other comprehensive income (OCI)	3.48	1.39
Total Comprehensive income for the period	367.99	388.16
Balance brought forward from last year	1,142.63	817.87
Appropriations
Reserve created on account of	2.61	0.55
buy back during the year
FVTOCI Reserve	-1.40	-2.65
Interim Dividend	-	15.01
Final Dividend	34.20	35.01
Tax on Dividend	6.96	10.18
Balance carried to Balance Sheet	1,407.04	1,142.63

PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS

SODA ASH

As per latest estimates of IHS Chemical (Market Advisory Service), the total Global Demand in 2017 was approximately 59 Million Tons against an estimated capacity of approximately 68 million MT. Soda Ash demand remains strong in most global regions other than winter supply issues and China''s restriction problems which cause temporary pockets of tightness. There has been an influx of new supply of natural soda ash from Turkey, which is cost-competitive and hence more sustainable than synthetic production; in fact during 2017 Turkey has added 4 streams totalling 2.0 million MT which has caused significant disruption on the supply side. As a result of this cheaper supply, more costly synthetic supply from high-cost producers, particularly in Europe, has come under increasing pressure.

Soda Ash demand in Europe has improved over the last year and is expected to remain stable for some time. However, the supply side is disturbed due to new supplies from Turkey have started having an effect. Delayed commissioning of Kazan''s 5^th line and high demand/low supplies from China into Asia and East Europe has been helping maintain some balance.

In spite of increasing economic problems that are affecting the financial viability of some operations, China continues to be the largest Soda Ash player in the world, having a capacity of 31 million tpa, which is 46% of the global capacity. Even after various restrictions and disturbances, overall Chinese soda ash output continues ahead of the 2 million MT month mark. Currently, another round of environmental inspections is carrying on in various provinces causing some disruptions and lower rate of operations. As per IHS Chemical report China''s operating rates were around 88% in 2017, reporting a production of 27 million tpa and domestic consumption of 25 million tpa, with 1.5 million tpa being exported. Our assumption of domestic growth in China is around 4 to 5% due to downstream improvement, especially flat glass.

US producers continue to enjoy the highly competitive production costs. Around 58% of US Soda Ash production is sold to export markets and shipment volumes have been increasing year by year. US capacity is 13 million tpa and they produced around 12 million tpa of soda ash and their annual production represents 91% operating rate. The US production is stated to have grown by 1% in 2017 where as domestic demand for soda ash also saw a growth of 1% versus 2016. The total domestic consumption was estimated at around 5 million tpa and they exported around 7 million tpa recording 3% growth. US exports are supported by good demand from South America, South East Asia (especially due to lower Chinese exports), Australia and parts of Europe. However, in future, US will face competition from Turkey in their traditional markets of South East Asia & Asia Pacific owing to the natural freight advantage that Turkey enjoys over US. In fact US may vacate some of these markets in favour of Turkey in this year.

Globally there is no major mismatch expected between Demand and Supply in soda ash industry, except for temporary disturbance caused due to Turkey''s additional volumes.

As regards Domestic Soda Ash market is concerned, after couple of years, the demand has witnessed a growth of 11% in FY 2017-18 as against last year. Indian soda ash markets remain strong with excellent growth in most of the downstream sectors. Our market estimate indicates that the momentum in the downstream demand growth will remain. The coming fiscal should see stable demand for soda ash with the main drivers being a strong detergent and float glass sector followed by a reasonably silicate and chemical sectors.

Total Soda Ash installed capacity in India is 3.5 million tons, with an estimated production of about 3 million tons in last financial year (2017-18). The total size of the Indian soda ash market is about 3.75 million tons and almost all the major industry players are located in the state of Gujarat due to the closeness and ready availability of the main raw materials namely limestone and salt.

At present your Soda Ash plant has a capacity of 9.75 lacs tpa. During the financial year 2017-18 your company has produced 9.37 lacs tons soda ash. This year, the Company has also achieved highest domestic sales i.e. 8.47 lacs tons and total sales of Soda Ash is 8.69 lacs tons including exports.

Our ongoing 1.25 Lacs MT Brownfield expansion is likely to get completed by Q4 FY19. Going forward we are looking at another Brownfield expansion of 1.25 lacs metric ton to be completed over a period of 2 year. Your company is also aggressively working on Greenfield expansion of 5 lacs MTPA which is likely to be completed in 4-5 years.

BI-CARBONATE (BICARB)

During the year, the Company achieved production of BiCarbonate 35342 tons against 27677 tons in the previous year. During the year the Company achieved sales of Bi-Carbonate 34888 tons against 27638 tons in the previous year. Your company has doubled the capacity to 60000 MTPA which has been completed in January 2018. The full benefit of the expansion will be achieved in the coming year.

R & D INITIATIVES IN SODA ASH

Your company had initiated R&D activities for last five years to achieve following objectives (a) Introduce latest and economical technologies in the plant; (b) Provide innovative solutions to recurring problems and save natural resources; (c) To improve carbon foot print of company and contribute in national saving and environment improvements; (d) Energy conservation projects and (e) To improve soda ash production and plant productivity.

The R&D department operates with focused mandate (a) to Identify latest technology, superior design of equipment, improving process efficiency leading to reduced raw material consumption and reduced utility consumption resulting in better life of equipment and reduced cost of manufacture (b) to identify the possibility of producing value added products from wastes of soda ash manufacturing; (c) to identify suitable expert agencies who can find permanent solution to recurrent process problems; (d) to study possibility of catering to specific requirements of customers like soda ash briquettes (e) to suggest practices and procedures which can focus on reducing the energy consumption & reducing raw material consumption thus reducing carbon foot print .

We carry out above activities with the help of research department of premier chemical engineering institutes, reputed consultants & in house capabilities. During the year, your company has carried out following activities:

1) Alternate binder supplier.

We had only one briquette plant binder supplier capable of supplying binder suitable for our plant. We worked closely with various vendors and modified their process to manufacture binder confirming to our quality requirements. Now we have three alternate suppliers thereby strengthening our supplier base as well as better quality product.

2) Reduction of binder consumption.

Plant trials with higher viscosity of Pre-gel starch binder in coke briquetting plant have been taken up by working in co-ordination with few suppliers. Initial plant trials have indicated reduction of binder consumption by 1-1.2 %. Further trials are going on.

3) Value added product from our wastes.

In co-ordination with a leading Engineering College of South India, we have developed product equivalent to paver blocks from our wastes viz. fly ash, limestone fines & waste plastics. The blocks are water resistant having properties almost similar and strength equal to concrete. These blocks can be used for constructing path way, canal linings, floorings etc.

4) In close co-ordination with an International agency, exhaustive work has been carried out for improving the efficiency of carbonation towers. Expert guidelines issued by them are in implementation stage.

5) De-bottlenecking of certain carbonation towers has been successfully achieved resulting in increase in tower capacity by 50%.

6) Lump formation in Refined Sodium Bicarbonate bags:

After exhaustive studies and experimentation in association with an international agency through R & D efforts, we have developed solution for preventing soft lump formation in our refined sodium bicarbonate bags. We made changes in manufacturing stage of purge liquor during Refined Sodium Bicarbonate Manufacture resulting in saving of 5 MTPD of internal soda consumption.

7) We have adopted belt filter technology and installed same in our expansion phase for reducing steam consumption in Calciners. Further, high speed filter with technology from Germany is being commissioned. This shall also reduce the steam consumption in Calciners.

We stand committed in our endeavor to remain focused on our R&D initiatives in line with our Mission and Vision thus creating value for our stakeholders.

TEXTILES

The domestic textile industry in India is projected to reach US$ 250 billion by 2019 as per recent IBEF (India Brand Equity Foundation) report from US$ 150 billion in July 2017. Rising per capita income, favourable demographics and a shift in preference to branded products are likely to boost demand. Textile and apparel exports from India is expected to increase to US$ 82 billion by 2021 from US$ 37 billion in 2017. The Indian Textile Industry contributes to around 10% of industry output in value terms, 2% of India''s GDP and to 15% of the country''s export earnings. With a production of over 6,000 million kgs, India was the largest producer of cotton in the world in 2016-17. India is also the 2^nd largest producer of man-made fibre and filament globally, with a production of over 2 million kgs in 2016-17. India is the second largest supply country with a share of 11% after China, with a share of 39%. Over 25% of the US imports in this industry originate from India.

Rising government focus and favourable policies is leading to growth in the industry. 100% FDI, under the automatic route, is allowed in the sector and US$ 140 billion worth of foreign exchange investments are expected. Under the Union Budget 2018-19, Government of India allocated around US$ 1.1 billion for the textile industry. Huge investments are being made by the government under the Scheme for Integrated Textile Parks (SITP) to the tune of US$ 185 million and the Technology Up gradation Fund Scheme (TUFS) to the tune of US$ 216 million, to encourage more private equity and to train workforce.

Your company has integrated textile manufacturing facilities centring around Spinning on one hand with 1.76 Lakh spindles and 3320 rotors and Home Textiles (Weaving, Processing and Cut & Sew of Bed Textiles) on the other. Our state-of-the art

Home Textiles facility in Vapi, Gujarat comprises of 190 Air Jet looms, 45 million meter of wide width processing capacity, 12 million meter of weaving capacity and 30 million meter of cut & sew. The Home Textiles division has recently increased weaving capacity by 18% and processing capacity by 25%. GHCL has also stepped up its focus on the domestic market and is working with major organized retail stores and brands in India.

The operating performance of the textiles business faced various industry level challenges like oversupply situation in USA resulting in the drop in the prices as well as margin, impact of GST and demonetisation, reduction in duty drawback etc. However, the Company has strengthened its marketing, product development and operating teams and has altered its focus to work around sustainability and innovation - two areas that are clearly competitive advantage drivers and are likely to see a huge improvement in the proliferation of business across geographies, with better margins, in times to come. As informed above, our Home Textile business is well integrated with our spinning business. Our Spinning units situated in Tamil Nadu are considered to be one of the most efficient and modern yarn manufacturing facilities in India. Our spinning units manufacture multiple varieties of yarn ranging from 100% cotton to blended yarns. This part of the business has performed well during the FY2017-18 and we expect that with the new cotton crop and buoyant yarn demand, the coming year should be even better.

The Revenue of Textiles division is at Rs. 1046 Crores during the financial year 2017-18 against Rs. 1229 Crores in 2016-17.

Our belief is that with our strong marketing and product development teams in place and launch of new innovative concepts such as REKOOP and FABFIT, we shall be able to create a differentiation through sustainability and innovation. We anticipate that with the acceptance of these two concepts, this business will not only grow top line and but also improve the profitability.

DIVIDEND

Your Directors are pleased to inform that your Company has a consistent track-record of dividend payment for last 24 years. The Board of Directors in its meeting held on May 19, 2016, had approved a Dividend policy of the Company. As per said policy, dividend pay-out (including tax, if any) will be 15 to 20 % of net profit of the Company.

Pursuant to the Dividend Policy, your Directors are pleased to recommend a dividend of Rs. 5.00 per Equity Share of Rs.

10 each (i.e. 50% on the paid-up capital) for the financial year ended March 31, 2018. Total dividend payout for the financial year 2017-18 shall be Rs. 58.60 crores comprising of dividend amounting to Rs. 48.70 crores and dividend tax of Rs. 9.90 crores. This dividend pay-out amounts to 16.29% of net profit of the Company for the financial year 2017-18 and the same is in line with the approved dividend policy of the Company.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2018 is Rs. 97,42,32,860/- comprising of 9,74,23,286 equity shares of Rs. 10/- each.

Details of changes in the paid-up share capital (after Buyback of equity share capital and Allotment of equity shares against ESOP) are as under:

Sl. No.	Particulars	No. of Equity shares of Rs. 10/- each
1.	No. of Equity Shares as on March 31, 2016 (Pre - Buyback)	10,00,19,286
2.	Less: Shares Bought back (during February 15, 2017 to August 14, 2017)	31,56,000
3.	No. of Equity Shares (Post - Buyback) (i.e. 1-2)	9,68,63,286
4.	Equity Shares allotted against conversion of ESOP (on October 24, 2017) Note: Final Listing & Trading approval was given by BSE & NSE effective from November 10 & November 14, 2017 respectively).	5,60,000
5.	No. of Equity Shares after allotment i.e. present shares (3 4)	9,74,23,286

BUYBACK OF SHARES

The Board of Directors of GHCL Limited in their meeting held on January 31, 2017 had given their approval for Buy Back of the Company''s fully paid-up equity shares of Rs. 10/- each from the Open Market through Stock Exchange route, at a Maximum Buyback price of Rs. 315/- per Equity Share excluding transaction costs, for an aggregate amount of Rs. 80 Crores. The information in this regards had already been given in last annual report.

Your Directors are pleased to inform that in line with the said approval, since starting of buyback process, the Company had bought back 31,56,000 equity shares and extinguished the same. Out of which 5,73,438 equity shares were bought back and 546,550 equity shares were extinguished in Financial Year 2016-17 and balance 25,82,562 equity shares are bought back and 26,09,450 equity shares are extinguished during financial year 2017-18. Consequently after said extinguishment of equity shares, the issued & paid-up capital of the Company stands reduced to Rs. 96,86,32,860/- consisting of 9,68,63,286 equity shares (i.e. 10,00,19,286 equity shares minus 31,56,000 equity shares) as on September 30, 2017.

Your Directors are pleased to further inform that the price at which the equity shares were bought back was dependent on the price quoted on the stock exchanges. The highest and lowest price at which equity shares were bought back was Rs. 277.00 and Rs. 233.50 per equity share respectively. The average price (excluding brokerage and other charges) at which the equity shares have been bought back is Rs. 252.04 per equity share and the total amount deployed in the Buyback is Rs. 79.54 crores, which represents 99.43% of the Maximum Buyback Offer Size (excluding transaction cost).

EMPLOYEES STOCK OPTION SCHEME

Your company has Employees Stock Option Scheme for its permanent employees as per the scheme approved by shareholders in their Annual General Meeting held on July 23, 2015. The Company had obtained in-principle approvals from the Stock Exchanges for issue of 50 lakh equity shares through Employees Stock Option Scheme. During the year, the Nomination and Remuneration Committee in its meeting held on October 24, 2017 had granted 2.30 Lacs Stock Options to its 14 employees at an exercise price of Rs. 170 each. Subsequent to the year end, the Nomination and Remuneration Committee in its meeting held on April 25, 2018 had granted 21.30 Lacs Stock Options to its 58 employees (including three KMPs) at an exercise price of Rs. 150 each. Employees may exercise their options after vesting period, subject to compliance of other terms and conditions of the Scheme approved by the shareholders.

Further, the Committee in its meeting held on October 24, 2017 made allotment of 5.60 lakhs Equity Shares of Rs. 10 each to forty employees (including three KMPs) of the Company against conversion of Stock Options pursuant to GHCL ESOS 2015 -Series -1. Consequent to above allotment of 5.60 lakh Equity Shares, the Issued & Paid-up Capital of the Company stands increased to Rs. 97,42,32,860/- consisting of 9,74,23,286 equity shares of Rs. 10/- each from Rs. 96,86,32,860/- consisting of 9,68,63,286 equity shares of Rs. 10/- each.

The details of the Employee Stock Options plan form part of the Notes to accounts of the financial statements in this Annual Report and is also annexed herewith as Annexure-I and forming part of this Report.

FINANCE I. Soda Ash Expansion Loan

After successful completion of Soda Ash Expansion Phase

- I, your Company has started Phase - II with a Project Cost of Rs. 300 crores. Your company successfully tied up Term Loan for Rs. 225 Crores for a period of 10 years including moratorium period of 2 years at interest rate of 8.75% p.a. and availed disbursement of Term Loan of Rs. 80 crores during the current year.

II. Capex Program

Your company has also undertaken several Capex program in Home Textile and Yarn Divisions at the project cost of Rs. 88 Crores and your company has successfully tied up term loans for Rs. 58 crores for a period of 10 years including moratorium period of 2 years at an average interest rate of 8.5% p.a. Your company has availed term loan of Rs. 26 crores during the current year for the said capex program.

III. Conversion of Rupee Term Loan into Foreign Currency Loan

During the year, your company successfully converted some of high cost Rupee term loans carrying interest rate at 10% p.a. into Foreign Currency Loan at an average rate of 3.80%.

IV. Short Term Loan

During the year 2017-18 short term requirements were met through Cash Credit / Short Term Loan / Working Capital Demand Loan / Export Packing Credit / Pre-shipment in Foreign Currency / Buyers Credit whereby your company could manage to borrow at Weighted Average Interest rate at 6.32%.

V. Also your company could borrow Long Term Loans which includes Rupee Term Loans and Foreign Currency Loans at an average rate of 8.49%

Thus your company could manage to borrow Long Term Loans and Short Term Loans at an average rate of 7.61%.

Due to efficient cash flow management and timely repayment of interest and principal to various banks, CARE (Credit Analysis & Research Ltd) has upgraded rating from CARE A- to CARE A for long term facilities and from CARE A2 to CARE A1 for short term facilities of the Company.

During the financial year, your Company has transferred to investors'' education and protection fund account (IEPF) a sum of Rs. 32.48 lacs towards unclaimed dividend/unclaimed deposits along with interest thereon.

DEPOSITS

Your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

AWARDS AND RECOGNITION

Your Directors are pleased to inform that during the financial year 2017-18, your Company has received various awards and recognition. The major ones among them are as follows:

(i) Special Commendation for Golden Peacock Award for Excellence in Corporate Governance for the year 2017.

(ii) Golden Peacock Award for Corporate Social Responsibility

- 2017 for the year 2017.

(iii) GHCL Limited has been declared as the Winner of ‘Golden Peacock National Quality Award'' for the year 2018.

(iv) GHCL Limited achieved 16^th rank in Great Place to Work survey among India''s Great Place to Work manufacturing sector.

(v) The President of Association Other ways Management & Consultancy France, certify that GHCL Limited has been selected to receive the Green Era Award for Sustainability.

SUBSIDIARIES

Grace Home Fashion, LLC, a subsidiary of the Company in USA engaged in Home Textile segment is catering to some of the popular Home-Textile Retailers like Bed Bath Beyond, Wood and Steinmart. In addition, Grace Home Fashion is also doing online Home-Textile Business in USA through JC Penny and Kohls. com. As reported in the previous year, Rosebys Interiors India Limited (RIIL) an Indian subsidiary, is under liquidation with effect from 15^th July 2014.

Pursuant to requirement of Section 136 of the Companies Act, 2013, which has exempted companies from attaching the financial statements of the subsidiary companies

along with the Annual Report of the Company. The Company will make available the annual financial statements of the subsidiary company and the related detailed information to any members of the company on receipt of a written request from them at the Registered Office of the Company. The annual financial statements of the subsidiary company will also be kept open for inspection at the Registered Office of the Company on any working day during business hours. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies, associates etc. Details regarding subsidiaries have been provided in note no. 45 (refer page no. 171 of Annual Report) and also in the statement u/s 129(3) of the Companies Act, 2013 (refer page no. 120). The statements are also available on the website of the Company

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 201 5 (hereinafter referred as

Listing Regulations) read with other applicable provisions and prepared in accordance with applicable IND AS, for financial year ended March 31, 2018.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the Listing Regulations read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which forms part of this Annual Report. The report on Management''s Discussion and Analysis is annexed with the Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Listing Regulations read with Schedule V to the said Regulations, a compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditor''s certificate for the compliance.

SECRETARIAL AUDIT REPORT

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with other applicable provisions, if any; the Board of Directors of the Company had appointed Mr. S Chandrasekaran, representing Chandrasekaran & Associates, Practicing Company Secretaries, New Delhi, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is 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.

LISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fees for the year 2017-18 have been paid to all these Stock Exchanges.

DIRECTORS

Mr. Sanjay Dalmia and Mr. Anurag Dalmia directors retire by rotation and being eligible, offer themselves for re-appointment. The Board of Directors in their meeting held on January 31, 2018, had re-appointed Mr. Raman Chopra as a Whole-time Director designated as CFO & Executive Director (Finance) of the Company for a period of five years with effect from April 1, 2018, subject to the approval of the shareholders. The Board recommends their appointments at the ensuing Annual General Meeting.

Your directors would like to confirm that all Independent Directors of the Company have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations.

During the year, Mr. Sanjiv Tyagi, one of the Independent Director of the Company, has ceased from the directorship of the Company with effect from October 24, 2017, as per the provisions of Section 167(1) read with Sections 164 (2) of the Companies Act, 2013 on account of his disqualification in other companies. The Board of Directors placed on record their gratitude and appreciation for the immense contribution made by the outgoing director during his tenure as director of the Company.

MEETING OF THE BOARD

During the financial year ended March 31, 2018, the Board of Directors meets regularly to review strategic, operational and financial matters and has a formal schedule of matters reserved for its decision.

During the financial year ended March 31, 2018, four Board Meetings were held on May 20, 2017, July 29, 2017, October 24, 2017 and January 31, 2018. More details about the Board Meetings are mentioned in the Corporate Governance Report.

BOARD EVALUATION

In line with the provisions of the Companies Act, 2013 and SEBI Guidance Note on Board evaluation issued on January 5, 2017 read with relevant provisions of the SEBI Listing Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors through the separate meeting of independent directors and the Board as a whole.

The performance of the independent directors was evaluated by the entire Board except the person being evaluation in their meeting held on January 31, 2018. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members.

A separate meeting of Independent Directors was held on January 31, 2018, to review the performance of Non-Independent Directors'', performance of the Board and Committee as a whole and performance of the Chairman of the Company, taking into account the views of Executive Directors and the Non-Executive Directors.

The performance evaluation of the Board and its constituents was conducted on the basis of functions, responsibilities, competencies, strategy, tone at the top, risk identification and its control, diversity, and nature of business. A structured questionnaire was circulated to the members of the Board covering various aspects of the Board''s functioning, Board culture, execution and performance of specific duties, professional obligations and governance. The questionnaire was designed to judge knowledge of directors, their independence while taking business decisions; their participation in formulation of business plans; their constructive engagement with colleagues and understanding the risk profile of the company, etc. In addition to the above, the chairman of the Board and / or committee is evaluated on the basis of their leadership, coordination and steering skills.

Thereafter, the Nomination and Remuneration Committee used to review the performance of individual Directors on the basis of their contribution as a member of the board or committee. The quantum of profit based commission, payable to directors is decided by the Nomination and Remuneration Committee on the basis of overall performance of individual directors.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

EXTRACTS OF ANNUAL RETURN

The extract of annual return as on the financial year ended March 31, 2018 in Form MGT - 9 is annexed herewith as Annexure-II and forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has been one of the foremost proponents of inclusive growth and since inception, has been continuing to undertake projects for overall development and welfare of the society. GHCL''s commitment to the development of weaker sections of society is continuing since more than two decades. GHCL through its “GHCL Foundation Trust” has upgraded its CSR activities to cover a larger section of the society and included to provide support to the downtrodden, needy and marginalized citizens and also to create social infrastructure for their sustenance.

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Sanitation, Vocational training institute, Education, Agro Based Livelihood, Health, cancer early detection camps, Rain Water Harvesting, Woman Empowerment, Animal Husbandry etc. These projects are covered under Schedule VII of the Companies Act, 2013. Pursuant to the provisions of Section 135 of the Companies Act, 2013 and Rules thereto, a Corporate Social Responsibility (CSR) Committee of the Board has been constituted to monitor CSR related activities, comprising of Mr. Mahesh Kumar Kheria as the Chairman of the Committee, Mr. Neelabh Dalmia and Mr. R S Jalan as members of the Committee. Subsequent to the year end, the Board of Directors in its meeting held on April 25, 2018, has reconstituted CSR Committee comprising of Mrs. Vijaylaxmi Joshi as the Chairperson of the Committee, and Mr. Mahesh

- Kumar Kheria, Mr. Neelabh Dalmia, Mr. R S Jalan and Mr. Raman Chopra as members of the Committee. The Annual Report of CSR activities are annexed herewith as Annexure-III and forming part of this Report

BUSINESS RESPONSIBILITY REPORTING

As per Regulation 34 (2) (f) of the Listing Regulations, listed companies shall submit, as part of their Annual Reports, Business Responsibility Report, describing the initiatives taken by them from an environmental, social and governance perspective, in the prescribed format. At present this provision is applicable to top 500 listed companies, based on market capitalisation as on March 31, 2018. As on March 31, 2017, GHCL Limited was on 456th position under NSE list and on 462nd position under BSE list. Hence, this clause was first time applicable to GHCL Limited in the last year. But, based on market capitalisation as on March 31, 2018, GHCL Limited is not part of the list of top 500 listed companies of NSE & BSE. However, your company will continue to publish Business Responsibility Report (BRR), for the purpose of establishing and strengthening the norms of Corporate Governance and setting the highest principle envisaged by SEBI under BRR reporting. The Business Responsibility Report of the Company for the financial year ended on March 31, 2018 is annexed herewith as Annexure-IV and forming part of this Report.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee of the Board has been constituted as per Section 177 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 18 of the Listing Regulations. Presently, the Audit Committee consists of four Independent directors having expertise in financial and accounting areas, comprising of Dr. B C Jain, Mrs. Vijaylaxmi Joshi, Mr. G C Srivastava and Mr. K. C. Jani. Details regarding Audit Committee and other Committees are also stated in the Corporate Governance Report.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted as per section 178 (5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of dividend etc. The Stakeholders Relationship committee consists of Executive and NonExecutive directors comprising of Mr. Mahesh Kumar Kheria, Mr. Neelabh Dalmia, Mr. R S Jalan and Mr. Raman Chopra.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 19 of the Listing Regulations. The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee consists of three Non-Executive directors comprising of Mr. K C Jani, Mr. Sanjay Dalmia and Dr. B C Jain.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As a conscious and vigilant organization, GHCL Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner, by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In its endeavour to provide its employee a secure and fearless working environment, GHCL Limited has established the "Whistle Blower Policy". The Board of Directors in its meeting held on May 28, 2014, had approved the Whistle Blower Policy, which is effective from October 1, 2014 & the same has been duly amended effective from December 1, 2015. Mr. Mahesh Kumar Kheria, Independent Director of the Company is Ombudsperson.

The purpose of the policy is to create a fearless environment for the directors and employees to report any instance of unethical behaviour, actual or suspected fraud or violation of GHCL''s code of conduct or Ethics Policy to the Ombudsperson. Details regarding Whistle Blower Policy are also stated in the Corporate Governance Report. The Whistle Blower Policy is posted on the website of the Company. There are no complaints reported during the year under Vigil mechanism.

RELATED PARTY TRANSACTIONS

There are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a Certificate from the CFO. All Related Party Transactions are placed before the Audit Committee and also before the Board.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of

the Directors has any material pecuniary relationships or transactions vis-a-vis the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT POLICY

Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company had voluntarily constituted a Risk Management Committee. The details of Committee and other details are also set out in the Corporate Governance Report forming part of the Board''s Report. The policy on Risk Management as approved by the Board is uploaded on the Company''s website.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure-III forming part of this Report.

MANAGERIAL REMUNERATION & 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 are given in Annexure-IV forming part of this Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed in creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, a policy for prevention of sexual harassment had been rolled out and Internal Complaints Committee as per legal guidelines had been set up at all major locations of the Company. This policy allows employees to report sexual harassment at the workplace. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair inquiry process with clear time lines. There are no complaints reported during the year regarding sexual harassment.

STATUTORY AUDITORS

Your directors would like to inform that in the 33^rd AGM held on July 19, 2016, M/s S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Reg. No. 30100CE / E300005), was appointed as statutory auditors of the Company for a period of five years i.e. from the conclusion 33^rd AGM till the conclusion of 38^th AGM subject to ratification by members at every AGM. Ratification of appointment of M/s S. R. Batliboi & Co. LLP is being sought from the members of the Company at the ensuing AGM. The Board recommends their ratification.

AUDITOR’S REPORT

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2018. Hence, they do not call for any further explanation or comment U/s 134 (3) (f) of the Companies Act, 2013.

COST AUDITORS

The Board has appointed M/s R J Goel & Company, Cost Accountants, New Delhi as Cost Auditors of the Company for all its divisions (i.e. Soda Ash, Yarn and Home Textile) for the financial year 2018-19.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them and also based on the representations received from the Operating Management, your directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013 that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2018, 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, 2018 and of the profit and loss of the Company for the financial year ended March 31, 2018;

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, 2018 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 and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT

The Directors express their gratitude to Financial Institutions, Banks, and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank the shareholders, customers, suppliers, lenders, distributors and other stakeholders for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

For GHCL Limited

SANJAY DALMIA

Chairman

Date : April 25, 2018

Place : New Delhi

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Mar 31, 2017

BOARD’S REPORT

To The Members of GHCL Limited,

We are pleased to present the 34^th Annual Report together with the audited financial statements of the company for the financial year ended March 31, 2017.

OPERATIONAL RESULTS

The summary of the financial performance of the Company for the financial year ended March 31, 2017 compared to the previous year ended March 31, 2016 is given below:

(Rs in Crores)

Particulars	Standalone
	Year ended March 31, 2017	Year ended March 31, 2016
Net Sales /Income	2980.17	2716.22
Gross profit before interest and depreciation	724.39	635.76
Finance Cost	133.77	162.82
Profit before depreciation and amortization - (Cash Profit)	590.62	472.94
Depreciation and Amortization	85.69	81.74
PBT before exceptional items	504.93	391.20
Exceptional items	3.04	13.50
Profit before Tax (PBT)	501.93	377.70
Provision for Tax - Current	113.61	99.40
Tax adjustment for Earlier years	(40.18)	-
Provision for Tax - Deferred	41.73	21.67
Profit after Tax	386.77	256.63
Other comprehensive income (OCI)	1.39	(0.89)
Total Comprehensive income for the period	388.16	255.74
Balance brought forward from last year	817.87	588.62
Appropriations
Reserve created on account of buy back during the year	0.55	-
FVTOCI Reserve	(2.65)	-
Interim Dividend	15.01	-
Final Dividend	35.01	22.00
Tax on Dividend	10.18	4.48
Balance carried to Balance Sheet	1142.63	817.87

performance highlights and state of company’s

AFFAIRS SODA ASH

The total Global Production in 2016 as per IHS Chemical report, was approximately 56 million tpa with an estimated capacity of approximately 65 million tpa. Global demand for Soda Ash reportedly grew approximately 2% annually over the last year. Glass markets, which account more than half of global demand, are expected to remain the dominant end use for soda ash, while chemicals and detergents will also remain important downstream consumers. However, like many raw materials, the soda ash industry also has become very sensitive to fluctuations in economic conditions.

In spite of increasing economic problems that are affecting the financial viability of some operations, China continues to be the largest Soda Ash player in the world, having a capacity of 30.00 million tpa, which is 47% of the global capacity. It has however been observed that on account of the pressure faced by the domestic industry due to unhindered capacity expansions in the past, China has in fact significantly slowed down additions to Capacity in a hope of creating a balance in the industry. Turkey will be the new major player in the Global Soda Ash market, with locally-based Ciner Group already added 0.5 million in the beginning of this year and due to add a further 2 million tpa soda ash capacity to the market by 2017 end. It is expected that during this phase, Turkey shall continue to exert pressure on the high cost European manufacturers. Some surplus volumes are also expected to compete with China/US volumes in South East Asia and the Middle East. US which produces natural soda ash have a capacity of 13.16 million tons and they produced

11.74 million tons of soda ash. The US production is stated to have grown by 2% in 2016 where as domestic demand for soda ash saw a negative growth of 2% versus 2015. They exported

6.67 million tons, 46% of their exports are to North & South America which is their natural market. Their export to Indian Subcontinent is only 2%.

Although naturally produced soda ash has some cost benefits over synthetic material, there is not sufficient supply of natural soda ash to cater to the entire global market. Synthetic soda ash accounts for around three quarters of global capacity and is, therefore, here to stay.

Globally there is no major mismatch expected between Demand and Supply in soda ash industry, thereby giving it a reasonable stability.

As per domestic industry historical trends, the Indian Soda Ash demand is expected to grow by around 5% annually. Our market estimate indicate that downstream demand growth is gradually improving and 2017 is expected to be better than 2016. India''s GDP growth in real terms is slated to be better in the coming Financial Year with the positive impact of reforms. It is expected that downstream sectors like Detergents and Glass should be much more stable this year. A more stable economic outlook would help generate consumer confidence and therefore facilitate higher spending - both urban and rural, leading to a better outlook for Soda Ash.

Total Soda Ash installed capacity in India is 3.4 million tons, with an estimated production of about 2.8 million tons in last financial year (2016-17). Going forward we are looking at expansion of 0.25 lacs metric tons in 2017-18 and further expansion of 1.25 lacs metric tons in 2018-19

The total size of the Indian soda ash market is about 3.6 million tons including internal consumption and almost all the major industry players are located in the state of Gujarat due to the closeness and ready availability of the main raw materials namely limestone and salt.

At present your Soda Ash plant has a capacity of 9.50 lacs tpa. During the financial year 2016-17 your company has produced 8.01 lacs tons soda ash. This year, the Company has also achieved highest domestic sales i.e. 7.40 lacs tons and total sales of Soda Ash is 7.50 lacs tons including exports.

BI-CARBONATE (BICARB)

During the year, the Company achieved production of BiCarbonate 27677 tons against 24541 tons in the previous year. During the year the Company achieved sales of Bi-Carbonate 27638 tons against 24265 tons in the previous year.

Going forward, your company is planning to double its capacity of Sodium Bicarbonate from the current level of 32500 Metric ton per annum to 65000 metric ton per annum to take advantage of the growing market of this product.

R & D INITIATIVES IN SODA ASH

Your company has initiated R&D activities since last four years to achieve following objectives (a) Introduce latest and economical technologies in the plant; (b) Provide innovative solutions to recurring problems and save natural resources;

(c) To improve carbon foot print of company and contribute in national saving and environment improvements; (d) Energy conservation projects and (e) To improve soda ash production and plant productivity.

The R&D department operates with focused mandate (a) to Identify latest technology, superior design of equipment, improving process efficiency leading to reduced raw material consumption and reduced utility consumption resulting in better life of equipment and reduced cost of manufacture (b) to identify the possibility of producing value added products from wastes of soda ash manufacturing; (c) to identify suitable expert agencies who can find permanent solution to recurrent process problems; (d) to study possibility of catering to specific requirements of customers like soda ash briquettes (e) to suggest practices and procedures which can focus on reducing the energy consumption & reducing raw material consumption thus reducing carbon foot print .

We carry out above activities with the help of research department of premier chemical engineering institutes, reputed consultants & in house capabilities. Your company has carried out following projects since last 18 months:

- Cost effective binder for briquetting of coke breeze and develop alternative supplier for pre-gel starch against existing pre-gel starch supplier.

- Value added product sodium per carbonate manufacture from soda ash;

- Manufacture of precipitated calcium carbonate from distiller waste and mother liquor purged from refined sodium bicarbonate plant.

- Value added products from wastes of soda ash manufacture.

- Efficiency improvement for carbonation tower.

- Improvement of product quality of refined sodium bicarbonate and remedial solution to avoid dilution due to purge mother liquor.

- Feasibility of utilization of 0-20 mm reject limestone to produce concentrated gas.

- Reduction in moisture of crude sodium bicarbonate at filtration to reduce steam consumption at downstream dryers.

- De-bottlenecking of C stream carbonating towers by modification of internal trays leading to increase in capacity.

- Increase in refined sodium bicarbonate production capacity by 30%.

TEXTILES

India''s textiles sector is one of the oldest industries in Indian economy. Based on the Annual Report 2016-17 released by the Ministry of Textiles, the Indian Textile Industry contributes to 10% of manufacturing production, 2% of India''s GDP and to 13% of the country''s export earnings. The Indian textiles industry is the second largest employer after agriculture, providing employment to over 45 million people directly and 60 million people indirectly. The Indian textile industry is set for strong growth, buoyed by both strong domestic consumption as well as export demand. The Indian textiles industry is expected to reach US$ 223 billion by 2021, from around US$ 108 billion in FY''15.

India''s home textile industry is expected to expand at a CAGR of 8.3 per cent during 2014-21 to USD8.2 billion in 2021 from USD4.7 billion in 2014. India accounts for 11 per cent of global home textiles trade. Superior quality makes companies in

India a leader in the US and the UK, contributing two-third to their exports. Indian products have gained a significant market share in global home textiles in the past few years in which depreciating rupee also played a major role when compared to China. The growth in the home textiles would be supported by growing household income, increasing population and growth of end use sectors like housing, hospitality, healthcare, etc. In 2016, Indian home textile industry is estimated at USD 5.5 billion. India is emerging as biggest exporter of Home Textiles capturing around 47% Market share in United States of America which is second biggest market for home textiles. The Indian Textiles Industry is the 2nd largest only after China.

Textiles industry has been growing at 10% over last several years. Government of India has provided a number of export promotion policies for the Textiles sector. It has also allowed 100 per cent FDI in the Indian Textiles sector under the automatic route.

Your company has integrated textile manufacturing facilities with an installed spinning capacity of around 1.76 lakh spindles and 3320 Rotors (Open End) manufacturing 100% cotton, polyester cotton & other blended yarns, 162 Air Jet looms, 36 million meter of wide width processing capacity, 12 million meter of weaving capacity and 30 million meter of cut & sew facility for manufacturing world class quality merchandise. Your company has state-of-art plant at Vapi, Gujarat that integrates weaving, processing and cut & sew facilities. The Home Textiles division is investing to increase weaving capacity by 18% and processing capacity by 25%, which will be operational in 3^rd quarter of next fiscal year. Your company''s spinning units in Tamil Nadu are considered to be one of the most efficient and modern yarn manufacturing facilities in India. Spinning units manufacture multiple varieties of yarn ranging from 16s to 32s in open end, 30s to 120s in ring spun counts in 100% cotton and 30s to 70s counts in other blended yarns. Excellent product development capabilities has put your company in forefront of major markets internationally, mainly North America, Australia, Middle East, UK and Europe. GHCL has also started to focus on domestic market and working with major organized retail stores and brands for domestic market.

Overall in the textile business, your company has posted satisfactory performance this year, which is despite the demonetization impact. This is due to strong customer relations, product portfolio, consistent supply of quality products and strengthening organizational structure. This has led to increase in capacity utilization to 93% as compared to 85% last year in home textiles.

The Revenue of Textiles division is at Rs. 1,229 Crores during the financial year 2016-17 against Rs. 1,063 Crores in 2015-16. We are glad to inform that there is significant improvement in the margins over last year. This has been made possible due to higher capacity utilization and our relentless customer focus.

Your company strongly believe that focus on customer realignment along with innovative products & designs, enhanced product basket with tie ups with private labels shall provide us further impetus to both top line and margin improvement. However, upward fluctuations in the cotton price and forex with strengthening Indian Rupee are becoming a big concern. Demonetization had affected the economy through the liquidity side and affected the demand in the domestic market. But, going forward we expect an increase in demand for yarn as well as prices. Your company has taken effective steps to bring down the power cost and total installed capacity of wind mills is around 27 MW, which will meet major power needs of the spinning and home textiles division.

DIVIDEND

Your Directors are pleased to inform that your Company has a consistent track-record of dividend payment for last 23 years. The Board of Directors in its meeting held on May 19, 2016, had approved a Dividend policy of the Company. As per said policy, dividend pay-out (including tax, if any) will be 15 to 20 % of net profit of the Company.

Pursuant to the Dividend Policy, the Board of Directors of your Company in its meeting held on January 31, 2017 had approved payment of interim dividend of Rs. 1.50 per equity share of Rs. 10 each (i.e. @ 15% on the paid-up capital).

Further, your Directors are pleased to recommend a final dividend of Rs. 3.50 per Equity Share of Rs. 10 each (i.e. 35% on the paid-up capital) for the financial year ended March 31, 2017. With this, the total dividend payment for the financial year 2016-17 will be Rs. 5.00 per Equity Share of Rs. 10 each (i.e. 50% on the paid-up capital) and the total dividend payout for the financial year 2016-17 shall be Rs. 60.20 crores comprising of dividend amounting to Rs. 50.02 crores and dividend tax of Rs. 10.18 crores. This dividend pay-out amounts to 15.6% of net profit of the Company for the financial year 2016-17 and the same is in line with the approved dividend policy of the Company.

SHARE CAPITAL & BUYBACK OF SHARES

The paid up Equity Share Capital of the Company as on March 31, 2016 was Rs. 100,01,92,860/- comprising of 10,00,19,286 equity shares of Rs. 10/- each.

Board of Directors of GHCL Limited in their meeting held on January 31, 2017 had given their approval for Buy Back of the Company''s fully paid-up equity shares of Rs. 10/- each from the Open Market through Stock Exchange route, at a Maximum Buyback price of Rs. 315/- per Equity Share excluding transaction costs, for an aggregate amount of Rs. 80 Crores.

Your Directors are pleased to inform that in line with the said approval, the Company had bought back 5,73,438 Equity Shares and extinguished 5,46,550 Equity Shares during the financial year ended March 31, 2017. Consequently after said extinguishment of equity shares, the issued & paid-up capital of the Company stands reduced from Rs. 100,01,92,860/consisting of 10,00,19,286 equity shares to Rs. 99,47,27,360/consisting of 9,94,72,736 equity shares (i.e. 10,00,19,286 equity shares minus 5,46,550 equity shares) as on March 31, 2017. Subsequent to the year end, the Company had bought back 12,98,162 Equity Shares and extinguished 5,89,450 Equity Shares till May 19, 2017. Consequently after said extinguishment of equity shares, the issued & paid-up capital of the Company stands reduced to Rs. 98,88,32,860/- consisting of 98,83,286 equity shares (i.e. 9,94,72,736 equity shares minus 5,89,450 equity shares) as on May 19, 2017.

FINANCE

I. Soda Ash Expansion Loan

During the year 2016-17, your company completed Soda Ash Expansion program at the project cost of Rs. 375 Crores and availed disbursement of Term Loan of Rs. 181 Crores during the current year. For the Expansion Program, Term Loan of Rs. 275 crores was tied up last year for a period of 10 years including moratorium period of 2 years at an average interest rate of 11.30% p.a.

II. Capex Program

Your company has also undertaken several Capex program in Home Textile and Yarn Divisions at the project cost of Rs. 78 Crores and your company has successfully tied up term loans for Rs. 54 crores for a period of 10 years including moratorium period of 2 years at an average interest rate of 10.45% p.a. Your company has availed term loan of Rs. 29 crores during the current year for the said capex program.

III. Conversion of Rupee Term Loan into Foreign Currency Loan

During the year, your company successfully converted some of high cost Rupee term loans carrying interest rate at 12.50% p.a. into Foreign Currency Loan at an average rate of 4.40% with average maturity of 3 to 4 years.

IV. Short Term Loan

During the year 2016-17 short term requirements were met through Cash Credit / Short Term Loan / Working Capital Demand Loan / Export Packing Credit / Pre-shipment in Foreign Currency / Buyers Credit whereby your company could manage to borrow at Weighted Average Interest rate at 5.97%.

Overall, your company could borrow Long Term Loans at an average rate of 9.71% and Short Term Loan at an average rate of 5.97% and maintained overall weighted average interest rate at 8.12%.

Due to efficient cash flow management and timely repayment of interest and principal to various banks, CARE (Credit Analysis & Research Ltd) has upgraded rating from CARE BBB to CARE A- for long term facilities and from CARE A3 to CARE A2 for short term facilities of the Company.

During the financial year, your Company has transferred to investors'' education and protection fund account (IEPF) a sum of Rs. 31.67 lacs towards unclaimed dividend/unclaimed deposits along with interest thereon.

DEPOSITS

Your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

EMPLOYEES STOCK OPTION SCHEME

Your company has Employees Stock Option Scheme for its permanent employees as per the scheme approved by shareholders in their Annual General Meeting held on July 23, 2015. The Company had obtained in-principle approvals from the Stock Exchanges for issue of 50 lakh equity shares through Employees Stock Option Scheme. During the year, the Nomination and Remuneration Committee in its meeting held on May 19, 2016 had granted 12.10 Lacs Stock options to its 46 employees at an exercise price of Rs. 100 each. Further, the Nomination and Remuneration Committee in its meeting held on January 31, 2017 had granted thirty thousand Stock options to its Chief Operating Officer - Home Textile Division at the same terms and conditions. Employees may exercise their options after vesting period, subject to compliance of other terms and conditions of the Scheme approved by the shareholders.

The details of the Employee Stock Options plan form part of the Notes to accounts of the financial statements in this Annual Report and is also annexed herewith as Annexure-I and forming part of this Report.

AWARDS AND RECOGNITION

Your Directors are pleased to inform that during the financial year 2016-17, your Company has received multiple awards and recognition. The major ones among them are Sustainability-4.0, 2017, Believer award and India Manufacturing Excellence award by Frost & Sullivan, Sustainable and Impactful CSR Project given by Gujarat State CSR Authority, and certificate for Great Place to Work.

SUBSIDIARIES

Grace Home Fashion, LLC, a subsidiary of the Company in USA engaged in Home Textile segment is catering to some of the largest Home-Textile Retailers like Bed Bath Beyond and Babies R US. In addition, Grace Home Fashion is also doing online Home-Textile Business in USA through JC Penny and Kohls.com. As reported in the previous year, Rosebys Interiors India Limited (RIIL) an Indian subsidiary, is under liquidation with effect from 15^th July 2014.

Pursuant to requirement of Section 1 36 of the Companies Act, 2013, which has exempted companies from attaching the financial statements of the subsidiary companies along with the Annual Report of the Company. The Company will make available the annual financial statements of the subsidiary company and the related detailed information to any members of the company on receipt of a written request from them at the Registered Office of the Company. The annual financial statements of the subsidiary company will also be kept open for inspection at the Registered Office of the Company on any working day during business hours. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies, associates etc. Details regarding subsidiaries have been provided in note no. 48 (refer page no. 182 of Annual Report) and also in the statement u/s 129(3) of the Companies Act, 2013 (refer page no.182). The statements are also available on the website of the Company

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations) read with other applicable provisions and prepared in accordance with applicable IND AS, for financial year ended March 31, 2017.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the Listing Regulations read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which forms part of this Annual Report. The report on Management''s Discussion and Analysis is annexed with the Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Listing Regulations read with Schedule V to the said Regulations, a compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditor''s certificate for the compliance.

SECRETARIAL AUDIT REPORT

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with other applicable provisions, if any; the Board of Directors of the Company had appointed Mr. S Chandrasekaran, representing Chandrasekaran & Associates, Practicing Company Secretaries, New Delhi, to conduct Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is 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.

LISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fees for the year 2016-17 have been paid to all these Stock Exchanges.

DIRECTORS

Mr. Neelabh Dalmia and Mr. Raman Chopra directors retire by rotation and being eligible, offer themselves for re-appointment. The Board of Directors in their meeting held on May 20, 2017, has re-appointed Mr. R. S. Jalan as Managing Director of the Company for a period of five years with effect from June 7, 2017, subject to the approval of the shareholders. The Board recommends their appointments at the ensuing Annual General Meeting.

Your directors would like to confirm that all Independent Directors of the Company have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations.

During the year, the Company had paid the final installment of loan taken from IDBI Bank Limited vide Loan agreement dated July 6, 2010. Accordingly, IDBI Bank Limited had withdrawn the nomination of Smt. Padma Vinod Betai with effect from January 25, 2017 as a Nominee Director from the Board of the Company. The Board of Directors placed on record their gratitude and appreciation for the immense contribution made by the outgoing director during her tenure as director of the Company. Subsequent to the year end, the Board of Directors had appointed Mrs. Vijaylaxmi Joshi (Ex-IAS) as an additional director of the company in the category of Independent Director with effect from April 20, 2017. The Company has received notice u/s 160 of the Companies Act, 2013 from Mrs. Joshi signifying the intention to propose her candidature at the ensuing Annual General Meeting, as an Independent Director of the Company. In the opinion of the Board, Mrs. Vijaylaxmi Joshi fulfil the conditions specified in the Companies Act, 2013 and rules made there under for her appointment as an Independent Director of the Company and is independent of the management. The Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail valuable services of Mrs. Joshi as an Independent Director of the Company. Accordingly, as per Section 149 and other applicable provisions of the Companies Act, 2013 and the rules made there under, the Board recommends appointment of Mrs. Vijaylaxmi Joshi at the ensuing Annual General Meeting for the approval by the members of the Company.

MEETING OF THE BOARD

During the financial year ended March 31, 2017, the Board of Directors meets regularly to review strategic, operational and financial matters and has a formal schedule of matters reserved for its decision.

During the financial year ended March 31, 2017, four Board Meetings were held on May 19, 2016, July 25, 2016, October 21, 2016, and January 31, 2017. More details about the Board Meetings are mentioned in Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and conditions of the Listing Regulations and based on the detailed statements / questionnaire circulated with the agenda, the Independent Directors in their separate meeting held on October 21, 2016 had reviewed the performance of Non-Independent Directors, the Board & Committees as a whole and the Chairperson of the Company after taking into accounts the views of Executive Directors and Non-Executive Directors of the Company. Independent Directors had also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board and that the information supplied by the management to the Board was sufficient and relevant for the Board to perform their duties effectively. Further, pursuant to the requirement of Para VIII of Code of Independent Director as mentioned in Schedule IV of the Companies Act, 2013 read with Regulation 17 (10) of the Listing Regulations, and based on the detailed statements / questionnaire circulated with the agenda, the Board of Directors in its meeting held on October 21, 2016 had carried out the performance evaluation of Independent Directors, except the director being evaluated.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

EXTRACTS OF ANNUAL RETURN

The extract of annual return as on the financial year ended March 31, 2017 in Form MGT - 9 is annexed herewith as Annexure-II and forming part of this Report.

corporate social responsibility (CSR)

Your Company has been one of the foremost proponents of inclusive growth and since inception, has been continuing to undertake projects for overall development and welfare of the society. GHCL''s commitment to the development of weaker sections of society is continuing since more than two decades. GHCL through its “GHCL Foundation Trust” has upgraded its CSR activities to cover a larger section of the society and included to provide support to the downtrodden, needy and marginalized citizens and also to create social infrastructure for their sustenance.

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Sanitation, Coastal Area Development, Education, Agro Based Livelihood, Health, Rain Water Harvesting, Woman Empowerment, Animal Husbandry etc. These projects are largely covered under Schedule VII of the Companies Act, 2013. Pursuant to the provisions of Section 135 of the Companies Act, 2013 and Rules thereto, a Corporate Social Responsibility (CSR) Committee of the Board has been constituted to monitor CSR related activities, comprising of Mr. Sanjiv Tyagi as the Chairman of the Committee, Mr. Neelabh Dalmia and Mr. R S Jalan as members of the Committee. The Annual Report of CSR activities are annexed herewith as Annexure-III and forming part of this Report.

business responsibility reporting

As per Regulation 34 (2) (f) of the Listing Regulations, (corresponding to provisions of Clause 55 of the Listing Agreement), listed companies shall submit, as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, social and governance perspective, in the prescribed format. This provision is applicable to top 500 listed companies based on market capitalization as on March 31, 2017. Hence, this clause is first time applicable to your company. The Business Responsibility Report of the Company for the financial year ended on March 31, 2017 has been provided separately and forming part of the Annual Report.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee of the Board has been constituted as per Section 177 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 18 of the Listing Regulations. Presently, the Audit Committee consists of four Independent directors having expertise in financial and accounting areas, comprising of Dr. B C Jain, Mr. G C Srivastava, Mr. Mahesh Kumar Kheria and Mr. K. C. Jani. Details regarding Audit Committee and other Committees are also stated in the Corporate Governance Report.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted as per section 178 (5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of dividend etc. The Stakeholders Relationship committee consists of Executive and Non Executive directors comprising of Mr. Mahesh Kumar Kheria, Mr. Neelabh Dalmia, Mr. R S Jalan and Mr. Raman Chopra.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 19 of the Listing Regulations. The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee consists of four Non-Executive directors comprising of Mr. K C Jani, Mr. Sanjay Dalmia, Dr. B C Jain and Mr. Sanjiv Tyagi.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As a conscious and vigilant organization, GHCL Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner, by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In its Endeavour to provide its employee a secure and fearless working environment, GHCL Limited has established the “Whistle Blower Policy”. The Board of Directors in its meeting held on May 28, 2014, had approved the Whistle Blower Policy, which is effective from October 1, 2014 & the same has been duly amended effective from December 1, 2015. Mr. Mahesh Kumar Kheria, Independent Director of the Company and also a member of the Audit Committee is Ombudsmen.

The purpose of the policy is to create a fearless environment for the directors and employees to report any instance of unethical behavior, actual or suspected fraud or violation of GHCL''s code of conduct or Ethics Policy to the Ombudsmen. Details regarding Whistle Blower Policy is also stated in the Corporate Governance Report. The Whistle Blower Policy is posted on the website of the Company. There is no complaint reported during the year under Vigil Mechanism.

RELATED PARTY TRANSACTIONS

There are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Prior Omnibus approval are granted by the audit committee for related party transactions as per requirement of the Companies Act and the Listing Regulations. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a Certificate from the CFO. All Related Party Transactions are placed before the Audit Committee and also before the Board.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any material pecuniary relationships or transactions vis-a-vis the Company. The details of transactions with related parties are provided in the accompanying financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT POLICY

Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company had voluntarily constituted a Risk Management Committee. The details of Committee and other details are also set out in the Corporate Governance Report forming part of the Board''s Report. The policy on Risk Management as approved by the Board is uploaded on the Company''s website.

CONSERVATION OF ENERGY, TECHNOLOGY

absorption, foreign exchange earnings and

OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure-IV forming part of this Report.

MANAGERIAL REMUNERATION & 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 ARE GIVEN IN ANNEXURE-V FORMING PART OF THIS REPORT.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, a policy for prevention of sexual harassment has been rolled out and Internal Complaints Committee as per legal guidelines has been set up at all major locations of the Company. This policy allows employees to report sexual harassment at the workplace. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines. There are no complaints reported during the year regarding sexual harassment.

STATUTORY AUDITORS

Your directors would like to inform that in the last AGM (i.e. 33^rd AGM) held on July 19, 2016, M/s S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Reg. No. 30100CE / E300005), were appointed as statutory auditors of the Company for a period of five years i.e. from the conclusion 33^rd AGM till the conclusion of 38^th AGM subject to ratification by members at every AGM. Ratification of appointment of M/s S. R. Batliboi & Co. LLP is being sought from the members of the Company at the ensuing AGM. The Board recommends their ratification. Your directors would also like to inform that tenure of M/s Rahul Gautam Divan & Associates, Chartered Accountants would be completed on conclusion of 34th AGM of the Company.

The Board of Directors placed on record their gratitude and appreciation for the valuable contribution made by M/s Rahul Gautam Divan & Associates, Chartered Accountants.

AUDITOR’S REPORT

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2017. Hence, they do not call for any further explanation or comment U/s 134 (3) (f) of the Companies Act, 2013.

COST AUDITORS

The Board has appointed M/s R J Goel & Company, Cost Accountants, New Delhi as Cost Auditors of the Company for all its divisions (i.e. Soda Ash, Yarn and Home Textile) for the financial year 2017-18.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

directors’ responsibility statement

To the best of their knowledge and belief and according to the information and explanations obtained by them and also based on the representations received from the Operating Management, your directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013 that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2017, 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, 2017 and of the profit and loss of the Company for the financial year ended March 31, 2017;

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, 2017 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 and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks, and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank the shareholders, customers, suppliers, lenders, distributors and other stakeholders for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come. For and on behalf of the Board of Directors

For GHCL Limited

Sd/- Sd/-

R S Jalan Raman Chopra

Managing Director CFo & Executive Director (Finance)

DIN: 00121260 DIN 00954190

Date: May 20, 2017

Place: New Delhi

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Mar 31, 2016

We are pleased to present the 33rd Annual Report together with the audited financial statements of the company for the financial year ended March 31, 2016.

OPERATIONAL RESULTS

The summary of the financial performance of the Company for the financial year ended March 31, 2016 compared to the previous year ended March 31, 2015 is given below:

(Rs. in Cr.)

Particulars year Ended year Ended March 31, March 31, 2016 2015

Net Sales /Income 2564.38 2384.87

Gross profit before interest and 635.30 533.64 depreciation

Finance Cost 161.65 163.84

Profit before depreciation and 473.65 369.80 amortisation - (Cash Profit)

Depreciation and Amortisation 81.74 84.45

PBT before exceptional items 391.91 285.35

Exceptional items (13.50) (27.41)

Profit before Tax (PBT) 378.41 257.94

Provision for Tax - Current 99.40 64.21

Provision for Tax - Deferred 22.39 10.71

Profit after Tax 256.62 183.02

Balance brought forward from 460.67 302.84 last year

Prior period adjustments (0.01) 0.09

Excess provision for tax for 1.17 1.20 earlier years

Amount available for 718.45 487.15 appropriation

Appropriations

Proposed Dividend 35.01 22.00

Tax on Dividend 7.12 4.48

Balance carried to Balance 676.32 460.67 Sheet

PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

SODA ASH

World Soda Ash production in 2015 was around 58 Million Tons against a production capacity of approximately 67 Million Tons. Global demand for Soda Ash was around 57 Million Tons which grew at around 2% over the last year. Glass markets, which account more than half of global demand, are expected to remain the dominant end use for soda ash, while chemicals and detergents will also remain important downstream consumers. However, like many raw materials, the soda ash industry also has become very sensitive to fluctuations in economic conditions.

Despite major economic challenges, China continues to be the largest Soda Ash player in the world, having a capacity of 32.00

Million MT, which is 48% of the global capacity. Its actual production was around 26 Million Tons last year. It has, however, been observed that on account of the pressure faced by the domestic industry due to unhindered capacity expansions in the past, China has significantly slowed down additions to Capacity in a hope of creating a balance in the industry. Turkey would be major player in the Global Soda Ash market, with locally- based Ciner Group likely to add a further 3 million tons of Soda Ash capacity in coming years. This would exert pressure on the high cost European manufacturers. Additionally, some surplus volumes are also expected to compete with China/uS volumes in South East Asia and the Middle East. uSA which produces natural soda ash, has a capacity of 12.70 Million MT and it produced 11.5 million tons of soda ash. The uS production is stated to have de-grown by 1.2% in 2015 where as domestic demand for soda ash saw a modest growth of 1% versus 2014. They exported 6.4 Million tons; 50% of their exports are to North & South America which is their natural market. Their export to Indian Subcontinent is only 2%.

Although naturally produced soda ash has some cost benefits over synthetic material, there is not sufficient supply of natural soda ash to cater to the entire global market. Synthetic soda ash accounts for around three quarters of global consumption and is, therefore, here to stay.

Globally there is no major mismatch expected between Demand and Supply in soda ash industry, thereby giving it a reasonable stability.

As per domestic industry historical trends, the Indian Soda Ash demand is expected to grow by around 4 to 5% annually. Our market estimate indicate that downstream demand growth is gradually improving and 2016 is expected to be better than 2015. India''s GDP growth in real terms is slated to be better in the coming Financial Year with the projection of a better than normal monsoon. It is expected that downstream sectors like Detergents and Glass should be much more stable this year. A more stable economic outlook would help generate consumer confidence and therefore facilitate higher spending – both urban and rural, leading to a better outlook for Soda Ash.

Total Soda Ash installed capacity in India is 3.1 Million MT, with an estimated production of about 2.7 Million MT in last financial year (2015-16). Going forward GHCL is executing an expansion of 1 lac tons to come on line in March 2017. Nirma is also doing an expansion of 1.5 lac tons which is likely go on stream by December 2016. RSPL (Ghari Group) has also announced setting up a Soda Ash plant with capacity of 5 lac tons It is expected that domestic demand growth will lead to absorption of these expansions.

The total size of the Indian soda ash market is about 3.4 Million MT including internal consumption and almost all the major industry players are located in the state of Gujarat due to the closeness and ready availability of the main raw materials namely limestone and salt.

At present, your Soda Ash plant has a capacity of 8.50 Lacs MTPA. During the financial year 2015-16, your company has made the highest ever production of 7.49 lac tons and the highest sale of 7.01 lac tons of Soda Ash.

BI-CARBONATE (BICARB)

During the year, the Company achieved production of Bi- Carbonate 24541 tons against 23894 tons in the previous year. During the year the Company achieved sales of Bi-Carbonate 24265 tons against 23622 tons in the previous year.

HOME TEXTILE & YARN

The Indian Textile Industry, 2nd largest in the world, has been growing at 10% over last several years. Government of India has provided a number of export promotion policies for the Textile sector. In addition, States of Gujarat, Maharashtra, Madhya Pradesh have special incentive for textile industry. Hence, the outlook for the textile industry looks positive and there are huge opportunities in future for growth in this industry.

Your directors are pleased to inform that Textile Business of the Company has posted robust performance this year, which is despite the fact that the Spinning Industry went through troubled times during the year. The Made-ups (Home Textiles) Business operations have done considerably well mainly due to strong customer relations, product portfolio and consistent supply of quality material. This has led to increase in Capacity utilisation to 85% as compared to 70% last year.

Revenue of Textiles division stood at Rs. 1069 Cr. during the financial year 2015-16 against Rs. 965 Cr. in 2014-15. We are glad to inform that there is significant improvement in the margins over last year. This has been made possible due to higher capacity utilisation, our relentless customer focus which has enabled us to successfully strengthen our export markets and thus resulting in securing large replenishment orders from the big Global Retailers in US and Europe. Market sentiment in US looks better and the Company is focusing on US market with large volume programs. We strongly believe that our focus on customer realignment along with innovative designs, enhanced product basket with tie ups with Private labels shall provide a further impetus to both topline and margin improvement. However, fluctuations in the cotton price and quality of cotton have also become a big concern in this year. Due to adverse weather and whitefy infestation crops have been damaged. However, going forward, we expect an increase in demand for yarn as well as prices. Your company is taking effective steps to bring down the Power cost; 12.6 MW new Wind mills installed will meet 55% of power needs in spinning.

CONSUMER PRODUCTS

The Indian consumer segment is generally segregated into urban and rural markets, and is attracting marketers from across the globe. The sector comprises of a vast middle class, relatively large affluent class and a small, economically disadvantaged class, with spending anticipated to more than double by 2025.

Global corporations view India as one of the key markets from where future development is likely to come out. The increase in India''s consumer market would be primarily driven by a favourable population composition and increasing disposable incomes.

A recent survey hints that if India continues to rise at the current rate, average family incomes will triple over the following two decades, making the nation the world''s fifth-biggest consumer economy by 2025.

The growing purchasing power and growing influence of the social media have enabled Indian consumers to splurge on FMCG products. The Indian consumer sector has grown at an annual rate of 5.7 per cent between FY2005 to FY 2015. Annual growth in the Indian consumption market is estimated to be 6.7 percent during FY2015-20.

The fast-moving consumer goods sector is an important contributor to India''s GDP. FMCG sector is the fourth largest sector in the economy and creates employment for more than three million people. Its principal constituents are household care, personal care and food and beverages. The market is expected to maintain a high growth rate as the population converts to branded products.

At present edible salt plant has a capacity of 70000 MT & planning to increase the capacity to 100000 MT by end of January 2017. Company''s FMCG brand "''ifo'''' has the greatest reach of salt variants from basic refined iodised salt and crystal salt to specialised variants like Mild, Herbal & double fortified salt. As a part of our expansion plan, we have launched ''''ifo'''' Honey recently in south Indian markets and now also planning for a distribution expansion to Maharashtra and Goa this financial year.

DIVIDEND

Your Directors are pleased to inform that subsequent to the year end, the Board of Directors in its meeting held on May 19, 2016, has approved a Dividend policy of the Company. As per said policy, dividend pay-out (including tax, if any) will be 15 to 20 % of net proft of the Company.

Consequently, your Directors are pleased to recommend a dividend of Rs. 3.50 per Equity Share of Rs. 10 each (i.e. 35% on the paid-up capital) for the financial year ended March 31, 2016. The total dividend payout for the financial year 2015-16 shall be Rs. 42.14 Cr comprising of dividend amounting to Rs. 35.31 Cr and dividend distribution tax of Rs. 7.12 Cr. This dividend pay-out amounts to 16.42% of net profit of the Company for the financial year 2015-16.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2016 was Rs. 100,01,92,860/- comprising of 10,00,19,286 equity shares of Rs. 10/- each.

FINANCE

Project Loan

During the year 2015-16, your company embarked upon Soda Ash Expansion program at the project cost of Rs. 375 Cr. Your company successfully tied up Term Loan for Rs. 275 Cr. for a period of 10 years including moratorium period of 2 years at an average interest rate of 11.25% p.a.

Capex Program

GHCL has also undertaken several Capex program in Soda Ash, Home Textile and Yarn Divisions at the project cost of Rs. 173 Cr. and your company has successfully tied up term loan of Rs. 115 Cr. for a period of 10 years including moratorium period of 2 years at an average interest rate of 11.50% p.a.

Short Term Loan

During the year 2015-16, short term requirements were met through Cash Credit / Short Term Loan / Working Capital Demand Loan / Export Packing Credit / Pre-shipment in Foreign Currency / Buyers Credit whereby your company could manage to borrow at Weighted Average Interest rate at 6.25%.

Overall, your company could borrow Long Term Loan at an average rate of 11.40% and Short Term Loan at an average rate of 6.25% and maintained overall weighted average interest rate at 9.60%.

Due to timely repayment of interest and principal to various banks, CARE (Credit Analysis & Research Ltd) has maintained at CARE BBB for long term facilities and CARE A3 for short term facilities of the Company.

During the financial year, your Company has transferred to investors'' education and protection fund account (IEPF) a sum of Rs. 27.48 lacs towards unclaimed dividend/unclaimed deposits along with interest thereon.

DEPOSITS

Your Company discontinued inviting, accepting and renewing of fixed deposits effective from September 24, 2002. Further, your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

EMPLOYEES STOCK OPTION SCHEME

Your company has Employees Stock Option Scheme for its permanent employees as per the scheme approved by shareholders in their Annual General Meeting held on July 23, 2015. During the year under review, the Company has obtained in-principle approvals from the Stock Exchanges for issue of 50 lakh equity shares through Employees Stock Option Scheme. Subsequent to the year end, the Nomination and Remuneration Committee in its meeting held on May 19, 2016 have granted 12.10 Lacs Stock options to its 46 employees of grade General Manager and above, at an exercise price of Rs. 100 each. Employees may exercise their options after the vesting period, subject to compliance of other terms and conditions of the Scheme approved by the shareholders.

SUBSIDIARIES

Grace Home Fashion, LLC, a subsidiary of the Company in USA engaged in Home Textile segment is catering to some of the largest Home-Textile Retailers like Bed Bath Beyond and Babies R US. In addition, Grace Home Fashion is also doing online Home-Textile Business in USA through JC Penny and Kohls. com.

During the year, non-operating subsidiaries of the Company namely Teliforce Holding India Ltd. has been voluntarily dissolved with effect from April 28, 2015 and Indian England NV has been liquidated with effect from August 14, 2015. Further, Rosebys Interiors India Limited (RIIL) an Indian subsidiary, is under liquidation with effect from 15th July 2014.

Pursuant to requirement of Section 136 of the Companies Act, 2013, which has exempted companies from attaching the financial statements of the subsidiary companies along with the Annual Report of the Company. The Company will make available the annual financial statements of the subsidiary company and the related detailed information to any members of the company on receipt of a written request from them at the Registered Office of the Company. The annual financial statements of the subsidiary company will also be kept open for inspection at the Registered Office of the Company on any working day during business hours. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies, associates etc. Details regarding subsidiaries have been provided in note no. 1 (refer page no. 84 of Annual Report) and also in the statement u/s 129(3) of the Companies Act, 2013 (refer page no. 76). The statements are also available on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations) read with other applicable provisions and prepared in accordance with Accounting Standard 21 (Consolidated Financial Statements) of Institute of Chartered Accountants of India, for financial year ended March 31, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the Listing Regulations read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which forms part of this Annual Report. The report on Management''s Discussion and Analysis is annexed with the Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Listing Regulations read with Schedule V to the said Regulations, a compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditor''s certificate for the compliance.

SECRETARIAL AUDIT REPORT

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with other applicable provisions, if any; the Board of Directors of the Company had appointed Mr. K. K. Mishra, Practicing Company Secretary to conduct Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is 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.

LISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fees for the year 2015-16 have been paid to all these Stock Exchanges.

DIRECTORS

Your directors would like to confirm that all Independent Directors of the Company have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations. Mr. Sanjay Dalmia and Mr. Anurag Dalmia directors retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their appointments at the ensuing Annual General Meeting.

MEETING OF THE BOARD

During the financial year ended March 31, 2016, the Board of Directors meets regularly to review strategic, operational and financial matters and has a formal schedule of matters reserved for its decision. During the financial year ended March 31, 2016, four Board Meetings were held on May 22, 2015, July 30, 2015, October 31, 2015, and January 28, 2016. More details about the Board Meetings are mentioned in Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and conditions of the Listing Regulations, the Independent Directors in their separate meeting held on October 31, 2015 had reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company after taking into accounts the views of Executive Directors and Non-Executive Directors of the Company. Independent Directors had also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board and that the information supplied by the management to the Board was sufficient and relevant for the Board to perform their duties effectively. Further, pursuant to the requirement of Para VIII of Code of Independent Director as mentioned in Schedule IV of the Companies Act, 2013 read with Regulation 17 (10) of the Listing Regulations, the Board of Directors in its meeting held on October 31, 2015 had carried out the performance evaluation of Independent Directors, except the director being evaluated.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

EXTRACTS OF ANNUAL RETURN

The extract of annual return as on the financial year ended March 31, 2016 in Form MGT – 9 is annexed herewith as Annexure-I and forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has been one of the foremost proponents of inclusive growth and since inception, has been continuing to undertake projects for overall development and welfare of the society. GHCL''s commitment to the development of weaker sections of society is continuing since more than two decades. GHCL through its "GHCL Foundation Trust" has upgraded its CSR activities to cover a larger section of the society and included to provide support to the downtrodden, needy and marginalized citizens and also to create social infrastructure for their sustenance.

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Sanitation, Coastal Area Development, Education, Agro Based Livelihood, Health, Rain Water Harvesting, Woman Empowerment, Animal Husbandry etc. These projects are largely covered under Schedule VII of the Companies Act, 2013. Pursuant to the provisions of Section 135 of the Companies Act, 2013 and Rules thereto, a Corporate Social Responsibility (CSR) Committee of the Board has been constituted to monitor CSR related activities, comprising of Mr. Sanjiv Tyagi as the Chairman of the Committee, Mr. Neelabh Dalmia and Mr. R S Jalan as members of the Committee. The Annual Report of CSR activities are annexed herewith as Annexure-II and forming part of this Report.

BUSINESS RESPONSIBILITY REPORTING

As per Regulation 34 (2) (f) of the Listing Regulations, (corresponding to provisions of Clause 55 of the Listing Agreement), listed companies shall submit, as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, social and governance perspective, in the prescribed format. This provision is applicable to top 100 listed companies (based on market capitalisation as on March 31, 2016). Hence, this clause is not applicable to your company.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee of the Board has been constituted as per Section 177 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 18 of the Listing Regulations. The Audit Committee consists of four non-executive directors including three Independent Directors having expertise in financial and accounting areas, comprising of Dr. B C Jain, Mr. Neelabh Dalmia, Mr. G C Srivastava and Mr. Mahesh Kumar Kheria. Details regarding Audit Committee and other Committees are also stated in the Corporate Governance Report.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted as per section 178 (5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet and non-receipt of dividend etc. The Stakeholders Relationship committee consists of Executive and Non- Executive directors comprising of Mr. Mahesh Kumar Kheria, Mr. Neelabh Dalmia, Mr. R S Jalan and Mr. Raman Chopra.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 19 of the Listing Regulations. The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee consists of four Non-Executive directors comprising of Mr. K C Jani, Mr. Sanjay Dalmia, Dr. B C Jain and Mr. Sanjiv Tyagi.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As a conscious and vigilant organization, GHCL Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner, by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In its endeavour to provide its employee a secure and fearless working environment, GHCL Limited has established the "Whistle Blower Policy". The Board of Directors in its meeting held on May 28, 2014, had approved the Whistle Blower Policy, which is effective from October 1, 2014 & the same has been duly amended effective from December 1, 2015. Mr. Mahesh Kumar Kheria, Independent Director of the Company and also a member of the Audit Committee is Ombudsperson.

The purpose of the policy is to create a fearless environment for the directors and employees to report any instance of unethical behaviour, actual or suspected fraud or violation of GHCL''s code of conduct or Ethics Policy to the Ombudsperson. Details regarding Whistle Blower Policy is also stated in the Corporate Governance Report. The Whistle Blower Policy is posted on the website of the Company.

RELATED PARTY TRANSACTIONS

There are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a Certificate from the CFO. All Related Party Transactions are placed before the Audit Committee and also before the Board.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any material pecuniary relationships or transactions vis-a-vis the Company.

PARTICULARS OF L OANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT POLICY

Pursuant to the requirement of Regulation 21 of the Listing

Regulations, the Company had voluntarily constituted a Risk Management Committee. The details of Committee and other details are also set out in the Corporate Governance Report forming part of the Board''s Report. The policy on Risk Management as approved by the Board is uploaded on the Company''s website.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure-III forming part of this Report.

MANAGERIAL REMUNERATION & 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 are given in Annexure-IV forming part of this Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, a policy for prevention of sexual harassment has been rolled out and Internal Complaints Committee as per legal guidelines has been set up at all major locations of the Company. This policy allows employees to report sexual harassment at the workplace. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines.

STATUTORY AUDITORS

Pursuant to the requirement of Rule 6(4) of Companies (Audit and Auditors) Rules, 2014, the Company may follow the policy of rotation of auditors such that, Joint Auditors, where applicable, may not retire at the same time. Hence, your directors would like to inform that in order to comply with said provisions read with other applicable provisions, if any and based on the recommendation of the Audit Committee, the Board of Directors has decided to place the proposal for appointment of M/s S.R. Batliboi LLP, Chartered Accountants, as one of the joint auditors of the Company, for a period of 5 years i.e. from the conclusion 33rd Annual General Meeting (AGM) till the conclusion of 38th AGM. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for appointment as Auditors of the Company. As required under Regulation 33 (1) (d) of the Listing Regulations, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your director would like to further inform that in the last AGM (i.e. 32nd AGM) held on July 23, 2015, M/s Rahul Gautam Divan & Associates, Chartered Accountants, were appointed as one of the joint auditors of the Company for a period of two years i.e. from the conclusion 32nd AGM till the conclusion of 34th AGM. Ratification of appointment of M/s Rahul Gautam Divan & Associates is being sought from the members of the Company at the ensuing AGM.

The Board recommends their appointment and ratification.

AUDITOR''S REPORT

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2016. Hence, they do not call for any further explanation or comment u/s 134 (3) (f) of the Companies Act, 2013.

COST AUDITORS

The Board has appointed M/s R J Goel & Company, Cost Accountants, New Delhi as Cost Auditors of the Company for all its divisions (i.e. Soda Ash, Yarn and Home Textile) for the financial year 2016-17.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them and also based on the representations received from the Operating Management, your directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013 that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2016, 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, 2016 and of the profit and loss of the Company for the financial year ended March 31, 2016;

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, 2016 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 and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks, and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank the shareholders, customers, suppliers, lenders, distributors and other stakeholders for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

For GHCL Limited



Sd/- Date: May 19, 2016 SANJAY DALMIA

Place: New Delhi Chairman

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Mar 31, 2015

To The Members of GHCL Limited,

We are pleased to present the 32nd Annual Report together with the audited financial statements of the company for the financial year ended March 31,2015.

OPERATIONAL RESULTS

The summary of the financial performance of the Company for the financial year ended March 31, 2015 compared to the previous year ended March 31,2014 is given below:

(Rsin Lacs) Particulars Year Ended Year Ended March 31, March 31, 2015 2014

Net Sales/Income 2,38,486.70 2,22,920.76

Gross profit before interest 53,363.42 43,332.31 and depreciation

Finance cost 16,383.56 17,052.75

Profit before depreciation and 36,979.86 26,279.56 amortisation - (Cash Profit)

Depreciation and 8,445.31 8,156.77

Amortisation

PBT before exceptional items 28,534.55 18,122.79

Exceptional items (2,740.10) (3,097.20)

Profit before Tax (PBT) 25,794.45 15,025.59

Provision for Tax - Current 6,421.28 3,521.76

Provision for Tax - Deferred 1,070.69 (125.37)

Profit after Tax 18,302.48 11,629.20

Balance brought forward from 30,284.66 22,218.30 last year

Prior period adjustments 8.70 16.75

Excess provision for tax for 119.72 (76.31) earlier years

Amount available for 48,715.56 33,787.94 appropriation

Appropriations Transfer to General Reserve - 1,162.92

Proposed Dividend 2,200.42 2,000.39

Tax on Dividend 447.95 339.97

Balance carried to Balance 46,067.19 30,284.66 Sheet

performance highlights & STATE oF CoMPANY''S AFFAIRS

SODA ASH

The Global Soda Ash market which was around 54 million tons in 2013 is estimated to be approximately 56 million metric tons in 2014 against a capacity of about 67 Million MT. Global demand for Soda Ash grew approximately 3% annually over the last year and is expected to grow 3 to 4% annually through 2024.

Due to the global cost disparities, relative production costs will be a key issue for the soda ash industry in the future with the "Natural" process produces continuing to have a significant advantage over the synthetically produced soda ash.

The global soda ash market is undergoing significant structural change characterized by shifting capacity since naturally produced soda ash is now overtaking market supply and synthetically produced capacity, except in China and India, is declining. There has been an influx of new supply of natural soda ash from Turkey, which is both cost-competitive and more sustainable than synthetic production. As a result of this cheaper supply, more costly synthetic supply from high-cost producers, particularly in Europe, is being threatened, shut down or idled.

Patterns of trade for soda ash are beginning to experience more seismic adjustments, meanwhile, as higher cost production centers become displaced by cheaper, alternative sources, particularly in Europe and Australia, where domestic output makes way for supply from Turkey and the US, respectively.

The Indian economy has witnessed a robust growth of plus 7% in 2014-15. With the global economy expected to recover moderately, particularly on account of performance in some advanced economies, the economy can look forward to better growth prospects beyond 2014-15. According to Economic Survey, the measures taken by the government to improve investment climate and improved governance could push up growth to 8 % in the coming years. With the improved growth of the Indian economy, Soda Ash demand also witnessed a 6% growth in 2014-15. Other than Glass all other consuming segments led by Detergents recorded higher growth. It is expected that on the back of improved GDP growth projected and growth in Glass (Construction/Automobiles) and Detergents (FMCG penetration and growth) Soda Ash demand will continue to witness a reasonable growth.

The Indian Soda Ash market constitutes of two varieties - Light (used in detergent industry) & Dense (used in Glass industry), with share of 60% and 40% respectively. Total installed capacity in India was 3.1 Million MT. With an estimated production of about 2.6 Million MT in last financial year (2014-15), the capacity utilization was 85%.

At present your Soda Ash plant has a capacity of 8.50 lacs MTPA. During the financial year 2014-15 your company has produced 7.39 lacs MT soda ash against 7.12 lacs MT in previous year. This year, the Company has also achieved highest domestic sales i.e. 6.74 lacs MT against 6.44 lacs MT in previous year and total sales of Soda Ash is 6.86 lacs MT including exports against 6.71 lacs MT in previous year.

BI-CARBONATE (BICARB)

During the year, the Company achieved production of Bi- Carbonate 23894 tons against 21827 tons in the previous year. During the year the Company achieved sales of Bi-Carbonate 23622 tons against 21591 tons in the previous year.

HOME TEXTILES & YARN

The Indian Textile Industry, 2nd largest in the world, has been growing at 10% over last several years. Government of India has provided a number of export promotion policies for the Textile sector. In addition, States of Gujarat, Maharashtra, Madhya Pradesh have special incentive for textile industry. Hence, the outlook for the textile industry looks positive and there are huge opportunities in future for growth in this industry.

The revenue of Home Textile division was at 632 crore rupees during financial year 2014-15 compared with 662 crore rupees in the previous year. The reduction was mainly on account of loss of one key account of a retailer in uS market which has since been replaced with new business from other uS retailers. Market sentiment in uS looks better and we are focusing on that market with large volume programs. There is a lot of interest in uS retail to shift some more business to India and that is yet another positive for the Indian Home Textile Industry. Additionally, your company has also made inroads in European Market and has secured large replenishment orders from retailers in Europe. The outlook for the sector is positive and there are huge opportunities for growth. However, pricing pressure and volatility in forex still remain huge challenges, which may keep margins under pressure.

The revenues of the yarn division was at 441 crore rupees during 2014-15, unchanged from the previous year. Despite expansion in the spindle capacity during the year, the performance of the yarn division was lower when compared to growth seen in the previous year mainly due to lower demand of yarn as well as low yarn prices. Although, cotton prices also witnessed downtrend, the reduction in yarn prices was significantly higher than the reduction in cotton prices thereby impacting the performance of yarn business. Going forward, we expect an uptick in demand for yarn as well as prices. Your company is taking effective steps to bring down the cost of production by implementing EHT line (extra high tension line) and new wind mills. The outlook for spinning industry looks better. With stable cotton prices, timely cotton coverage and improved yarn price scenario, we expect a profitable period ahead for the company in this segment.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.20 per Equity Share of Rs. 10 each (i.e. 22% on the paid-up capital) for the financial year ended March 31,2015. The total dividend payout for the financial year 2014-15 shall be Rs. 2648.37 lacs comprising of dividend amounting to Rs. 2200.42 lacs and dividend tax of Rs. 447.95 lacs.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2015 was Rs. 100,01,92,860/- comprising of 10,00,19,286 equity shares of Rs. 10/- each. During the year under review, the Company has neither issued any kind of shares nor granted any stock options. Details of Director''s shareholding have been stated in the annexure.

FINANCE

During the year 2014-15, your company has successfully raised resources in the form of Long Term and Short term to part finance several Capex programmes of the company besides meeting overall working capital requirements of the company. The details are as follows:

Nature of Borrowing Rsin Crores

1 Project Loan 100.00

2 Medium Term Loans 320.00

3 Working Capital Facilities 185.00 (Enhancement during the year)

Total 605.00

During the year, your company resorted to borrow Medium Term Loan and Project Loans in the form of Rupee Loan at could manage Weighted Average Interest Rate of 11.92%.

However, working capital requirements were met through Cash Credit / Short Term Loan / Working Capital Demand Loan / Export Packing Credit / Pre-shipment in Foreign Currency / Buyers Credit whereby we could maintain Weighted Average Interest rate at 5.08%.

Facility WAROI

Working Capital Loans 5.08%

Term Loans 11.92%

Overall 9.55%

Due to timely repayment of interest and principal to various banks, CARE (Credit Analysis & Research Ltd) has upgraded the rating to CARE BBB from CARE BBB for long term facilities and CARE A3 from CARE A3 for short term facilities of the Company.

During the financial year, your Company has transferred to investors'' education and protection fund account (IEPF) a sum of Rs. 29.76 lacs towards unclaimed dividend/unclaimed deposits along with interest thereon.

DEPOSITS

Your Company discontinued inviting, accepting and renewing of fixed deposits effective from September 24, 2002. Further, your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

EMPLOYEES STOCK OPTION SCHEME

Your company had Stock Option Scheme for its employees as per the scheme approved by shareholders in their Extra Ordinary General Meeting held on March 19, 2008. The options granted to the employees were vested effective from March 24, 2010, but none of the employees had exercised their vested rights. Further, in compliance of SEBI Circulars issued on January 17, 2013, May 13, 2013 and November 29, 2013, GHCL Employees Stock Option Trust had sold its entire shareholding except the shares which are part of litigation and the same shall be accounted for depending upon the outcome of the litigations. As per direction of the above SEBI circulars, Employees Stock Option Scheme ceased effective from July 1, 2014. However, the Trust will continue for the limited purpose of litigation.

Further, in order to retain talent and for rewarding performance of employees, your Company is proposing a new scheme, which is separately stated in the Notice.

SUBSIDIARIES

Grace Home Fashion, LLC, a subsidiary of the Company in uSA engaged in Home Textile segment is catering to some of the largest Home-Textile Retailers like Bed Bath Beyond and Babies R uS. In addition, Grace Home Fashion is also doing online Home-Textile Business in uSA through JC Penny and Kohls. com. The revenue of the company increased from Rs. 317.73 Crore in FY''13-14 to Rs. 319.08 Crore during FY''2014-15.

Rosebys Interiors India Limited (RIIL) a subsidiary, is under liquidation with effect from 15thJuly 2014.

During the year, non-operating step down subsidiary namely Indian Wales NV was voluntarily dissolved. Another subsidiary of the Company namely Indian England NV has been put under voluntary liquidation on March 10, 2015. Subsequent to the year end, a non-operating subsidiary of the Company namely

Teliforce Holding India Ltd. has been voluntarily dissolved with effect from April 28, 2015.

Pursuant to the circular dated February 8, 2011 issued by Ministry of Corporate Affairs, Government of India and Section 136 of the Companies Act, 2013, which has exempted companies from attaching the financial statements of the subsidiary companies along with the Annual Report of the Company. The Company will make available the annual financial statements of the subsidiary company and the related detailed information to any members of the company on receipt of a written request from them at the Registered Office of the Company. The annual financial statements of the subsidiary company will also be kept open for inspection at the Registered Office of the Company on any working day during business hours. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies, associates etc. Details regarding subsidiaries have been provided in Form AOC-1 (refer page no. 80 of Annual Report). The statements are also available on the website of the Company www.ghcl.co.in

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 read with Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standard 21 (Consolidated Financial Statements) of Institute of Chartered Accountants of India, for financial year ended March 31,2015.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which forms part of this Annual Report. The report on Management''s Discussion and Analysis is annexed with the Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditor''s certificate for the compliance.

SECRETARIAL AuDIT REPORT

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with other applicable provisions, if any; the Board of Directors of the Company had appointed Dr. K.R. Chandratre, Practicing Company Secretary to conduct Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed with the Board''s report and formed as part of the Annual Report.

LISTING/DELISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fees for the year 2014-15 have been paid to all these Stock Exchanges.

Further, your Board in their meeting held on May 28, 2014 had approved the proposal for voluntarily delisting of equity shares of the Company from Ahmedabad Stock Exchange Limited (ASEL) pursuant to provision of Regulations 6 and 7 of SEBI (Delisting of Equity Shares) Regulations, 2009 read with other applicable provisions, if any. Your directors are pleased to inform you that the Company had received approval for delisting of its equity shares, from ASEL vide their Ref. No.: 516 dated January 23, 2015. Accordingly, as per said approval, equity shares of GHCL Limited were delisted from ASEL with effect from January 27, 2015.

DIRECTORS

The Board of Directors had appointed Mr. K.C. Jani as an additional director of the company in the category of Independent Director with effect from September 18, 2014. The Company has received notice u/s 160 of the Companies Act, 2013 from Mr. Jani signifying the intention to propose his candidature at the ensuing Annual General Meeting, as an Independent Director of the Company. In the opinion of the Board Mr. Jani fulfil the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as Independent Director of the Company and is independent of the management. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail valuable services of Mr. Jani as an Independent Director of the Company. Accordingly, as per Section 149 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Board recommends appointment of Mr. K C Jani at the ensuing Annual General Meeting for the approval by the members of the Company.

Your directors would like to confirm that all Independent Directors of the Company have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Neelabh Dalmia and Mr. Raman Chopra directors retire by rotation and being eligible, offer themselves for re-appointment. Further appointment of Mr Neelabh Dalmia as Director (Strategy) in an overseas subsidiary i.e. Grace Home Fashion, LLC is proposed under item no. 7. The Board recommends their appointments at the ensuing Annual General Meeting.

During the year, IDBI Bank Ltd. had nominated Mr. D C Jain in place of Mr. Ajoy Nath Jha as a Nominee Director of the Company and accordingly the Board of Directors had appointed Mr. D C Jain as a Nominee Director of the Company in place of Mr. Ajoy Nath Jha with effect from April 2, 2014. Exim Bank had also withdrawn nomination of Mr. R M V Raman and accordingly his directorship ceased with effect from June 13, 2014. Further, IDBI Bank Ltd. had again changed its nominee and nominated Mrs. Padma Vinod Betai in place of Mr. D C Jain. Accordingly the Board of Directors had appointed Mrs. Padma Vinod Betai as a Nominee Director of the Company with effect from September 6, 2014. Mr. S H Ruparell resigned from the directorship of the company due to his personal reasons with effect from September 15, 2014. Mr. Surendra Singh resigned from the directorship of the company due to his personal reasons with effect from October 4, 2014. The Board of Directors in its meeting held on November 24, 2014, had appointed Mr. Lavanya Rastogi as an Independent Director of the Company to fill casual vacancy caused due to resignation of Mr. Surendra Singh. Appointment of Mr. Rastogi is effective from November 24, 2014 till March 31, 2019. The Board of Directors placed on record their gratitude and

appreciation for the immense contribution made by the outgoing directors during their tenure as directors of the Company.

MEETING OF THE BOARD

During the financial year ended March 31, 2015, the Board of Directors meets regularly to review strategic, operational and financial matters and has a formal schedule of matters reserved for its decision.

During the financial year ended March 31, 2015, five Board Meetings were held on May 28, 2014, July 31, 2014, October 18, 2014, November 24, 2014 and January 27, 2015. More details about the Board Meetings are mentioned in Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and conditions of Corporate Governance, the Independent Directors in their separate meeting held on November 24, 2014 had reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company after taking into accounts the views of Executive Directors and Non-Executive Directors of the Company. Independent Directors had also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board and that the information supplied by the management to the Board was sufficient and relevant for the Board to perform their duties effectively. Further, pursuant to the requirement of Para VIII of Code of Independent Director as mentioned in Schedule IV of the Companies Act, 2013 read with Clause 49- II-B(5), the Board of Directors in its meeting held on November 24, 2014 had carried out the performance evaluation of Independent Directors, except the director being evaluated.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Highlights of the Remuneration Policy is stated in the Corporate Governance Report.

EXTRACTS OF ANNUAL RETURN

The extract of annual return as on the financial year ended March 31, 2015 in Form MGT - 9 is annexed herewith as Annexure-I and forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has been one of the foremost proponents of inclusive growth and since inception, has been continuing to undertake projects for overall development and welfare of the society. GHCL''s commitment to the development of weaker sections of society is continuing since more than two decades. GHCL through its "GHCL Foundation Trust" has upgraded its CSR activities to cover a larger section of the society and included to provide support to the downtrodden, needy and marginalized citizens and also to create social infrastructure for their sustenance.

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Sanitation, Coastal Area Development, Education, Agro Based Livelihood, Health, Rain Water Harvesting, Woman

Empowerment, Animal Husbandry etc. These projects are largely covered under Schedule VII of the Companies Act, 2013. Pursuant to the provisions of Section 135 of the Companies Act, 2013 and Rules thereto, a Corporate Social Responsibility (CSR) Committee of the Board has been constituted to monitor CSR related activities, comprising of Mr. Sanjiv Tyagi as the Chairman of the Committee, Mr. Neelabh Dalmia and Mr. R S Jalan as members of the Committee. The Annual Report of CSR activities are annexed herewith as Annexure-II and forming part of this Report.

BUSINESS RESPONSIBILITY REPORTING

As per Clause 55 of the Listing Agreement with the Stock Exchanges,listed companies shall submit, as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, social and governance perspective, in the prescribed format. This clause 55 has been inserted pursuant to SEBI circular No. CIR/CFD/ DIL/8/2012 dated August 13, 2012 and clause is applicable to top 100 listed companies (based on market capitalisation as on March 31, 2012). Hence, this clause is not applicable to your company.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee of the Board has been constituted as per Section 177 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with clause 49(III) of the Listing Agreement. The Audit Committee consists of four non-executive directors including three Independent Directors having expertise in financial and accounting areas, comprising of Dr. B C Jain, Mr. Neelabh Dalmia, Mr. G C Srivastava and Mr. Mahesh Kumar Kheria. Details regarding Audit Committee and other Committees are also stated in the Corporate Governance Report.

composition OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted as per section 178 (5) of the Companies Act, 2013 read with Clause 49 (VIII)(E)(4) of the Listing Agreement. The Stakeholders Relationship Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet and non-receipt of dividend etc. The Stakeholders Relationship committee consists of Executive and Non- Executive directors comprising of Mr. Mahesh Kumar Kheria, Mr. Neelabh Dalmia, Mr. R S Jalan and Mr. Raman Chopra.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with clause 49(IV) of the Listing Agreement. The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee consists of four Non-Executive directors comprising of Mr. K C Jani, Mr. Sanjay Dalmia, Dr. B C Jain and Mr. Sanjiv Tyagi. Mr. K.C. Jani, Independent Director, is the Chairman of this Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As a conscious and vigilant organization, GHCL Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner, by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In its endeavour to provide its employee a secure and fearless working environment, GHCL Limited has established the "Whistle Blower Policy". The Board of Directors in its meeting held on May 28, 2014, had approved the Whistle Blower Policy, which is effective from October 1, 2014. Mr. Mahesh Kumar Kheria, Independent Director of the Company and also a member of the Audit Committee is Ombudsperson.

The purpose of the policy is to create a fearless environment for the directors and employees to report any instance of unethical behaviour, actual or suspected fraud or violation of GHCL''s code of conduct or Ethics Policy to the Ombudsperson. Details regarding Whistle Blower Policy is also stated in the Corporate Governance Report. The Whistle Blower Policy is posted on the website of the Company.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a Certificate from the CFO. All Related Party Transactions are placed before the Audit Committee and also before the Board.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any material pecuniary relationships or transactions vis-a-vis the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK Management Policy

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and other details are also set out in the Corporate Governance Report forming part of the Board''s Report. The policy on Risk Management as approved by the Board is uploaded on the Company''s website.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure-III forming part of this Report.

MANAGERIAL REMuNERATION & 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, will be provided upon request. In terms of Section 136 of the Act, the Report and financial statements 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 during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

disclosures under sexual HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, a policy for prevention of sexual harassment has been rolled out and Internal Complaints Committee as per legal guidelines has been set up. This policy allows employees to report sexual harassment at the workplace. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines.

STATUTORY AUDITORS

M/s Jayantilal Thakkar & Co., Chartered Accountants and M/s Rahul Gautam Divan & Associates, Chartered Accountants, the Joint Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to the requirement of Rule 6(4) of Companies (Audit and Auditors) Rules, 2014, the Company may follow the policy of rotation of auditors such that, Joint Auditors, where applicable, may not retire at the same time. Hence, your directors would like to inform that in order to comply with said provisions read with other applicable provisions, if any and based on the recommendation of the Audit Committee, the Board of Directors has decided to place the proposals for re-appointment of M/s Jayantilal Thakkar & Co., Chartered Accountants, for a period of one year i.e. from the conclusion 32nd Annual General Meeting till the conclusion of 33rd Annual General Meeting and for re-appointment of M/s Rahul Gautam Divan & Associates, Chartered Accountants for a period of two years i.e. from the conclusion 32nd Annual General Meeting till the conclusion of 34th Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board recommends their re-appointment.

AUDITOR''S REPORT

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2015. Hence, they do not call for any further explanation or comment u/s 134 (3) (f) of the Companies Act, 2013.

COST AUDITORS

The Board has appointed M/s R J Goel & Company, Cost Accountants, New Delhi as Cost Auditors of the Company for all its divisions (i.e. Soda Ash, Yarn and Home Textile) for the financial year 2015-16.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. However, in line with the requirement of clause 36 of the listing agreement read with guidance note issued by the stock exchanges, the company has reported all the major cases/litigation matters etc. from time to time to the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them and also based on the representations received from the Operating Management, your directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013 that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2015, 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

31.2015 and of the profit and loss of the Company for the financial year ended March 31,2015;

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

31.2015 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 and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks, and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank the shareholders, customers, suppliers, lenders, distributors and other stakeholders for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors For GHCL Limited Sd/- Date : May 22, 2015 SANJAY DALMIA Place : New Delhi Chairman

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Mar 31, 2014

To The Members,

We are pleased to present the 31st Annual Report and the audited accounts of the company for the financial year ended March 31, 2014.

OPERATIONAL RESULTS

The summary of the financial performance of the Company for the financial year ended March 31, 2014 compared to the previous year ended March 31, 2013 is given below:

(Rs. in Lacs)

Particulars Year ended Year ended March 31, March 31, 2014 2013

Net Sales /Income 2,22,920.76 2,12,793.13

Gross profit before interest and 43,332.31 41,956.41 depreciation

Finance Cost

(a) Interest Cost 14,916.21 14,091.22

(b) Loss on foreign currency 2,136.54 1,704.96 transactions and translation (net)

Total Finance cost (a b) 17,052.75 15,796.18

profit before depreciation and 26,279.56 26,160.23 amortisation - (Cash profit)

Depreciation and Amortisation 8,156.77 8,196.72

PBT before exceptional items 18,122.79 17,963.51

Exceptional items (3,097.20) (3,958.32)

profit before Tax (PBT) 15,025.59 14,005.19

Provision for Tax – Current 3,521.76 2,819.45

Provision for Tax – Deferred (125.37) (306.91)

profit afiter Tax 11,629.20 11,492.65

Balance brought forward from 22,218.30 14,212.44 last year

Prior period adjustments 16.75 3.92

Excess provision for tax for (76.31) (1.08) earlier years

Amount available for 33,787.94 25,707.93

Appropriation

Appropriations

Transfer to General Reserve 1,162.92 1,149.27

Proposed Dividend 2,000.39 2000.39

Tax on Dividend 339.97 339.97

Balance carried to Balance 30,284.66 22,218.30 Sheet

PERFORMANCE HIGHLIGHTS

SODA ASH

The Global Soda Ash market which was around 52 million tons in 2012 is estimated to be approximately 54 million metric tons in 2013 against a capacity of about 65 Million MT.

Global demand for Soda Ash grew 2.8% annually over the last 5 years and is expected to grow 5% annually through 2017. The projected growth for this year is 4% with most of the growth expected to be in China, India, and South America. World operating rates will not improve due to continued over capacity.

Due to the global cost disparities, relative production costs will be a key issue for the soda ash industry in the future. Though demand for Soda Ash remained better during the year, price pressure from key inputs such as salt and energy weighed heavily.

Consumption of soda ash per person is expected to register healthy rise in the next few years with China leading the rankings with consumption from 10.85 kilograms in 2007 to an expected 12.00 kilograms in 2013. China is likely to add at least 2 Million MT capacities every year on the back of huge infrastructure investments.

The manufacturing and processing costs for producing soda ash from trona are more cost competitive than other manufacturing techniques partly because of the cost associated with procuring the material needed for synthetic production. In addition, trona- based production consumes less energy. The average cost of production per ton of soda ash (before freight and logistics costs) from trona is approximately one-third to one-half the cost per ton of soda ash from synthetic production. The future depends upon soda ash prices. Soda Ash prices fuctuate according to the demand supply situation in the global market, China in particular.

Due to depressed conditions prevailing in the Indian Economy, Soda Ash demand witnessed a fat growth in 2013-14. Market feedback suggests other than Detergents; all other consuming segments lead by Glass recorded lower growth. Most affected sectors are container glass and fat glass, which are under pressure because of over capacity and slow growth in demand. They are under pressure and continue to struggle with sharp decline in sales and stock pile up and also their financial status is still a cause of concern. Though reduced, imports continue to fow in high volumes. It is expected that on the back of improved GDP growth projected and growth in Glass (Construction/ Automobiles) and Detergents (FMCG penetration and growth) Soda Ash demand will continue to witness a reasonable growth. While domestic demand in 2013-14 has been fat, demand growth of 3 to 4% expected in the coming year 2014-15.

The Indian Soda Ash market constitutes of two varieties – Light (used in detergent industry) & Dense (used in Glass industry), with a share of 60% and 40% respectively. Total installed capacity in India was 3.1 Million MT. With an estimated production of about 2.5 Million MT in last financial year (2013- 14) the capacity utilization was of only 80%.

The total size of the Indian soda ash market is about 2.7 Million MT and almost all the major industry players are located in the state of Gujarat due to the closeness and ready availability of the main raw materials namely limestone and salt.

At present your Soda Ash plant has a capacity of 8.50 lacs MTPA. During the financial year 2013-14 your company has produced 7.12 lacs MT soda ash. This year, the Company has also achieved highest domestic sales i.e. 6.44 lacs MT and total sales of Soda Ash is 6.71 lacs MT including exports.

BI-CARBONATE (BICARB)

During the year, the Company achieved production of Bi- Carbonate 21827 tons against 23593 tons in the previous year. During the year the Company achieved sales of Bi-Carbonate 21591 tons against 23433 tons in the previous year.

HOME TEXTILES

The Indian Textile Industry, 2nd largest in the world, has been growing at 10% over last several years. Government of India has provided a number of export promotion policies for the Textile sector. In addition, States of Gujarat, Maharashtra, Madhya Pradesh have special incentive for textile industry. Hence, the outlook for the textile industry looks positive and there are huge opportunities in future for growth in this industry.

In the Textile Business of your company, the performance of Yarn business has improved as compared to the previous year, which is mainly due to better demand in yarn, increase in yarn prices and stability of cotton prices. Further, the Made-ups (Home Textile) Business operations are now fully stabilized and doing reasonably well mainly due to the better market sentiments in uS. However, pricing pressure and volatility in forex still remain huge challenges, which may keep margins under pressure.

The Revenue of Home Textile division is at Rs. 662.55 Crores during the financial year 2013-14 against Rs. 617.04 Crores in 2012-13, thereby registering a growth of around 7.38% over previous year. Due to its sustained marketing efforts, the company has successfully made deep in roads in export market and further secured large replenishment orders from the big Global Retailers in uS and Europe. Market sentiment in uS looks better and the Company is focusing on uS market with large volume programs. With depreciation in Indian Rupee, tremendous interest has been getting generated in uS retail to shifit some more business to India which further looked promising for Indian home textile industry going forward.

The Revenue of Yarn division is at Rs. 441.96 Crores during the financial year 2013-14 against Rs. 381.87 Crores in 2012-13, thereby registering a handsome growth of around 15.74% over previous year. The performance of Yarn business improved as compared to the previous year, which is mainly due to better demand in Yarn and increase in yarn prices. Both Domestic and international cotton prices remained stable. But, shortage of skilled labour as well as grim power situation is the main challenges for yarn industry including your Company. However, the aggressive power trading by the Company resulted in substantial savings partially offsetting the aforesaid impact. Overall outlook for Spinning Industry looks better and with stable cotton prices, timely cotton coverage and improved yarn price scenario, your directors expect a profitable period ahead for the Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.00 per Equity Share (i.e. 20% on the paid up capital) for the financial year ended March 31, 2014. The total dividend payout for the financial year 2013-14 shall be Rs. 2340.36 lacs comprising of dividend amounting to Rs. 2000.39 lacs and dividend tax of Rs. 339.97 lacs.

FINANCE

During the year 2013-14, your company has successfully raised resources in the form of long term and short term to part finance several capex programmes of the company besides meeting overall working capital requirements of the company. The details are as follows:

During the current year 2013-14, rupee depreciated sharply against dollar by 27% and hence, your company resorted to borrow in the form of rupee in the form of Short Term Loan / Long Term Loan instead of borrowing under FCNR (B) route. Despite borrowing under rupee route, your company could manage to maintain Weighted Average Interest Rate approx. 9.55%.

Due to timely repayment of interest and principal payments to various banks, CARE (Credit Analysis & Research Ltd) has reaffrmed the rating of CARE BBB assigned for long term facilities of the Company.

During the financial year, your Company has transferred to investors'' education and protection fund account (IEPF) a sum of Rs. 26.15 lacs towards unclaimed dividend/unclaimed deposits along with interest thereon.

FIXED DEPOSITS

Your Company discontinued inviting, accepting and renewing of fixed deposits effective from September 24, 2002.

EMPLOYEES STOCK OPTION SCHEME

Your company had Stock Option Scheme for its employees as per the revised Scheme approved by shareholders in their Extra Ordinary General Meeting held on March 19, 2008 and accordingly Compensation Committee in their meeting held on March 24, 2008 had granted options to its eligible employees. Pursuant to Scheme, employees were entitled for minimum guaranteed return of 20% on the Market price of the shares i.e. the latest available closing price prior to the date when the options were granted, at the time of exercise of the option. The options granted to the employees were vested effective from March 24, 2010. So far none of the employees have exercised their vested rights. Further, in compliance of SEBI Circulars issued on January 17, 2013, May 13, 2013 and November 29, 2013, GHCL Employees Stock Option Trust had sold its entire shareholding except the shares which are part of litigation and the same shall be accounted for depending upon the outcome of the litigations. As per direction of the SEBI circular, Employees Stock Option Trust shall cease to be in existence effective from July 1, 2014. The details as per regulation 12 of SEBI (ESOS & ESPS) Guidelines 1999 are given as an Annexure – II forming part of this report.

SUBSIDIARIES

Grace Home Fashion, LLC, a subsidiary of the Company in uSA engaged in Home Textile segment is catering to some of the largest Home-Textile Retailers like Bed Bath Beyond and Babies R uS. In addition, Grace Home Fashion is also doing online Home-Textile Business in uSA through JC Penny and Kohls.com. The revenue of the company increased from Rs. 150.04 Crore in FY''12-13 to Rs. 317.73 Crore during FY''2013-14.

Operations of Rosebys Interiors India Limited (RIIL), a subsidiary, remained closed during the year. RIIL is meeting its statutory and other obligations through support of GHCL.

During the year, non-operating subsidiaries namely Colwell & Salmon Communications Inc. and Rosebys uK Limited were voluntarily dissolved. Another subsidiary of the Company namely Teliforce Holding India Ltd. has been put for voluntary liquidation on January 29, 2014. Subsequent to the year end, a non-operating step-down subsidiary of the Company namely GHCL Rosebys Limited (i.e. wholly owned subsidiary of Indian Wales N.V.) has been voluntarily dissolved with effect from May 6, 2014.

Ministry of Corporate Affairs, Government of India, vide its circular dated February 8, 2011, had exempted companies from attaching the Balance Sheet, profit and Loss Account and other documents of the subsidiary companies along with the Annual Report of the Company required u/s 212 of the Companies Act, 1956. As required under the said circular, the Board of Directors of your Company at its meeting held on May 28, 2014 has given its consent for not attaching the Balance Sheet of its subsidiaries. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any members of the company on receipt of a written request from them at the Registered office of the Company. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered office of the Company these documents on any working day during business hours. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies. Details regarding subsidiaries have been provided in note no. 2.36 (refer page no. 57 of Annual Report) and also under Statement u/s 212 of the Companies Act, 1956 (refer page no. 64 and 65).

In line with the clarifcation issued by Ministry of Corporate Affairs vide its General Circular 08/2014 dated April 4, 2014, financial statements (including the documents required to be attached thereto), auditor''s report and Board''s report of the Company in respect of financial year ended at March 31, 2014 shall be governed as per the relevant provisions / Schedules / rules of the Companies Act, 1956. Accordingly, financial statements (including the documents required to be attached thereto), auditor''s report and Board''s report of the Company has been prepared as per the relevant provisions / Schedules / rules of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 read with Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standard 21 (Consolidated Financial Statements) of Institute of Chartered Accountants of India, for financial year ended March 31, 2014.

MANAGEMENT DISCUSSION AND ANALYSiS

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which forms part of this Annual Report. The report on Management''s Discussion and Analysis is annexed with the Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditor''s certifcate for the compliance.

SECRETARIAL AUDIT REPORT

In line with the requirement of Section 204 of the Companies Act, 2013 read other applicable provisions, if any, the Board of Directors of the Company appointed Dr. K.R. Chandratre, Practicing Company Secretary to conduct Secretarial Audit of the Company for the financial year 2014-15. Further, as a measure of good corporate Governance practice, the Board of Directors had also appointed Dr. K.R. Chandratre, Practicing Company Secretary to conduct Secretarial Audit of the Company for the financial year 2013-14. The Secretarial Audit Report for the financial year ended March 31, 2014 is annexed with the Board''s

report and formed as part of the Annual Report. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, and all the Regulations and Guidelines of SEBI as applicable to the Company, including The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Listing Agreements with the Stock Exchanges.

LISTING/DELISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at BSE Limited (BSE), The National Stock Exchange of India Limited (NSE) and Ahmedabad Stock Exchange Limited (ASE). The annual listing fees for the year 2013-14 have been paid to all these Stock Exchanges. Further, your Board in their meeting held on May 28, 2014 has approved voluntarily delisting of equity shares from Ahmedabad Stock Exchange Limited.

DIRECTORS

Shri Anurag Dalmia and Shri R S Jalan directors retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their appointments at the ensuing Annual General Meeting.

Further, the Company is also placing proposals for appointment of five existing independent directors namely Dr. B C Jain, Shri Surendra Singh, Shri G C Srivastava, Shri Mahesh Kumar Kheria and Shri Sanjiv Tyagi, as per Section 149 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder for five consecutive years for a term up to March 31, 2019. In the opinion of the Board these directors fulfl the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail valuable services of them as Independent Directors. Accordingly, the Board recommends their appointments at the ensuing Annual General Meeting for the approval by the members of the Company.

Subsequent to the year end, IDBI Bank Ltd. had nominated Mr. D C Jain in place of Mr. Ajoy Nath Jha as a Nominee Director of the Company and accordingly the Board of Directors had appointed Mr. D C Jain as a Nominee Director of the Company and also a member of the Audit Committee and Project Committee in place of Mr. Ajoy Nath Jha w.e.f. April 2, 2014. Your Directors wish to record their gratitude and appreciation for the contribution by Mr. Ajoy Nath Jha during his tenure as Director of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of this Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are set out in Annexure to the Directors'' Report and forms part of the Report.

However, having regard to the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

STATUTORY AUDITORS

M/s Jayantilal Thakkar & Co., Chartered Accountants and M/s Rahul Gautam Divan & Associates, Chartered Accountants, the Joint Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received certifcates from the auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of the Companies Act, 1956. The Board recommends their re-appointment.

COST AUDITORS

The Board has appointed M/s R J Goel & Company, Cost Accountants, New Delhi, M/s SS & Associates, Cost Accountants, Chennai and M/s N D Birla & Co., Cost Accountants, Ahmedabad as Cost Auditors for the Soda Ash division, Yarn division (Madurai) and Home Textile division (Vapi) of the Company respectively for the financial year 2014-15. The Board has also appointed M/s R J Goel & Company as the Lead Cost Auditor of the Company for the financial year 2014-15, who would be responsible for the consolidation and fling the Cost Audit Report (in XBRL) of the Company (all three divisions i.e. Soda Ash, Yarn & Home Textile) and shall also fle the Compliance Report for Edible Salt unit of the Company. Further, in line with the requirement of clause (k) of General Circular No. 15/2011 (52/5/CAB-2011) dated April 11, 2011, issued by the Ministry of Corporate Affairs, Cost Audit Branch, necessary particulars of Cost Auditors for the financial year 2012-13 are as under:

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2014 the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there has been no material departures from the same ;

b. appropriate accounting policies have been selected by them and applied the same consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profits of the Company for the financial year ended March 31, 2014;

c. the proper and suffcient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the annual accounts for the financial year ended March 31, 2014 have been prepared by them on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks, and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank the shareholders, customers, suppliers, lenders, distributors and other stakeholders for the confdence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

For GHCL Limited

Sd/- Date: May 28, 2014 SANJAY DALMIA

Place: New Delhi Chairman

---

Mar 31, 2013

To The Members''

The are pleased to present the 30th Annual Report and the audited accounts of the company for the fi nancial year ended March 31'' 2013.

O PERATIONAL RESULTS

The summary of the fi nancial performance of the Company for the fi nancial year ended March 31'' 2013 compared to the previous year ended March 31'' 2012 is given below:

(Rs.in Lacs) Particulars Year Ended Year Ended March 31'' March 31'' 2013 2012

Net Sales /Income 2''12''793.13 190''635.81

Gross profi t before interest and 41''956.41 38''446.03 depreciation Finance Cost

(a) Interest Cost 14''091.22 14''576.31

(b) Loss on foreign currency 1''704.96 3''919.84 Transactions and translation (net)

Total Finance cost (a b) 15''796.18 18''496.15

Profi t before depreciation and 26''160.23 19''949.88

amortisation - (Cash Profit)

Depreciation and Amortisation 8''196.72 8''084.86

PBT before exceptional items 17''963.51 11''865.02

Exceptional items (3''958.32)

Profit before Tax (PBT) 14''005.19 11''865.02

Provision for Tax - Current 2''819.45 377.00

Provision for Tax - Deferred (306.91) (259.93)

Profi t after Tax 11''492.65 11''747.95

Balance brought forward from last year 14''212.44 14''570.27

Prior period adjustments 3.92 18.89

Excess provision for tax for earlier (1.08) 200.23 years

Amount available for appropriation 25''707.93 26''537.34

Appropriations

Transfer to General Reserve 1''149.27 10''000.00

Proposed Dividend 2000.39 2000.39

Tax on Dividend 339.96 324.51

Balance carried to Balance Sheet 22''218.31 14''212.44

PERFORMANCE HIGHLIGHTS SODA ASH

The Global Soda Ash demand which was around 50 million tons in 2011 is estimated to be slightly more than 51 million metric tons in 2012 against a capacity of about 60 Million MT

We are seeing demand growth'' despite the fact that the market is currently oversupplied. The projected growth for this year is 3 to 4% with most of the growth expected to be in China'' India'' Russia and South America. World operating rates will not improve due to continued over capacity.

Due to the global cost disparities'' relative production costs will be a key issue for the soda ash industry in the future. Though demand for Soda Ash remained little better during the year'' price pressure from key inputs such as salt and energy weighed heavily. Demand for glass and detergents in emerging world markets surged in the last few years.

Consumption of soda ash per person is expected to register healthy rise in the next few years with China leading the rankings with consumption from 10.85 kilograms in 2007 to an expected 12.00 kilograms in 2012. China is likely to add at least 1.00 to 1.5 Mn MT capacities every year on the back of huge infrastructure investments. IHS analysts expect Global market for soda ash is projected to reach 65 million metric tons by 2016.

The biggest threat to the global soda ash industry is the global economic outlook'' which remains quite delicate. The state of the global economy'' combined with the role that China will continue to play in the market'' is key to the future health of the soda ash industry. Global growth is set to pick up gradually and unevenly across the regions of the world. North America and Asia are on track to lead the way'' with many other emerging regions and economies also doing their part.

Despite depressed conditions prevailing in the Indian Economy'' Soda Ash demand witnessed a robust growth of around 9 to 10% in 2012-13. Market feedback suggests other than Glass; all other consuming segments lead by Detergents recorded handsome growth. Most affected sectors are container glass and fl at glass'' which are under pressure because of over capacity and slow growth in demand. They are under pressure and continue to struggle with sharp decline in sales and stock pile up and also their fi nancial status is a cause of concern. Despite implementation of Anti-Dumping Duty effective July 2012'' imports continue to fl ow in high volumes. The price differential between domestic and imported product is becoming bigger'' landed prices of imported product are much lower than those of domestic despite ADD which is impacting pricing and discounting. Higher import continued to exert pressure on domestic manufacturers.

Soda Ash supply in India remains in excess of demand due to the high level of imports that the market is having to absorb. Domestic manufacturers are confi dent that imports will be reduced in this year. The Finance Ministry'' Government of India has imposed a defi nitive anti-dumping duty on soda ash imports from Russia and Turkey. This anti-dumping duty will be valid for a period of fi ve years from 18th April'' 2013. The industry expects this additional trade restrictions (ADD) should bide well for the Indian Soda Ash industry. In addition'' there is a view that the current level of exports from China is not sustainable given that the Chinese are exporting below their production cost.

The Indian Soda Ash market constitutes of two varieties – Light (used in detergent industry) & Dense (used in Glass industry)'' with a share of 60% and 40% respectively. Total installed capacity in India was 3.1 Million MT. With an estimated production of about 2.5 Million MT in last fi nancial year (2012- 13) the capacity utilization was of only 81%.

The total size of the Indian soda ash market is about 2.7 Million MT and almost all the major industry players are located in the state of Gujarat due to the closeness and ready availability of the main raw materials namely limestone and salt.

At present your Soda Ash plant has a capacity of 8.50 lacs MTPA. During the fi nancial year 2012-13 your company has achieved highest production around 7.24 lacs MT. This year'' the Company has also achieved highest domestic sales i.e. 6.35 lacs MT and total sales of Soda Ash is 6.61 lacs MT including exports.

BI-CARBONATE (BICARB)

During the year'' the Company achieved production of Bi- Carbonate 23593 tons against 23369 tons in the previous year. During the year the Company achieved sales of Bi-Carbonate 23433 tons against 22939 tons in the previous year.

HOME TEXTILE

The Indian Textile Industry'' 2nd largest in the world'' after witnessing growth of around 10% in FY 2009-10 & 2010-11'' had shrank during the FY''2011-12 mainly due to weak global economy and extreme volatility in cotton prices. However'' FY 2012-13 started on a positive note for the Textile Industry'' mainly due to the reason that prices of cotton had stabilized and the Government of India providing a number of export promotion policies for the Textile sector including the continuation of TUFS (Technology Upgradation Fund Scheme). There is some recovery in demand and prices for textiles products in domestic as well as global markets; hence the outlook for the textile industry looks positive.

In the Textile Business of your company'' the performance of Yarn business has improved signifi cantly as compared to the previous year'' which is mainly due to better demand in yarn'' increase in yarn prices and stability of cotton prices. The Made- ups (Home Textile) Business operations are now fully stabilized and doing reasonably well mainly due to the market sentiments in US continue to show improving trends. However'' forex volatility signifi cantly impacted the performance of the Home Textile division.

The Revenue of Home Textile division is at Rs. 617.04 Crores during the fi nancial year 2012-13 against Rs. 543.15 Crores in 2011-12'' thereby registering a growth of 14% over previous year. Due to its sustained marketing efforts'' the company has successfully made deep in roads in export market and further secured large replenishment orders from the big Global Retailers in US and Europe like Bed Bath & Beyond'' Macys'' K-Mart'' Springs'' Revman and Belk etc. The Company''s Home Textile division got confi rmed annual business of approx US$50 million from an overseas retailer'' which is a long term business and will occupy about 40% of capacity and in turn this may help to achieve better capacity utilization in coming years.

The Revenue of Yarn division is at Rs. 381.87 Crores during the fi nancial year 2012-13 against Rs.296.57 Crores in 2011-12'' thereby registering a handsome growth of 29% over previous year. The performance of Yarn business improved signifi cantly as compared to the previous year'' which is mainly due to better demand in Yarn and increase in yarn prices. Both Domestic and international cotton prices remained stable. But'' shortage of skilled labour as well as grim power situation is the main challenges for yarn industry including your Company. However'' the aggressive power trading by the Company resulted in substantial savings partially offsetting the aforesaid impact. Overall outlook for Spinning Industry looks steady and with stable cotton prices'' timely cotton coverage and improved yarn price scenario'' your directors expect a profi table period ahead for the Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.00 per Equity Share for the fi nancial year ended March 31'' 2013.

FINANCE

During the FY''2012-13'' your company has successfully arranged Project Loans of Rs. 84.50 crore to part fi nance CAPEX of around

Rs.117.80 crore. Additionally'' the company has also enhanced its working capital limits by Rs. 152 crore from Rs. 728 crore to Rs. 880 crore and further tied-up long term loans amounting to Rs. 150 crore to meet overall working capital requirements of the company.

During the year'' due to better cash-fl ow management / negotiation with various lenders in respect of interest rate besides reduction in base rate'' helped your company to reduce weighted average interest cost which is mentioned as follows:

Facility As on April 1'' 2012 As on March 31'' 2013

Working Capital 7.61% 6.09%

Loans

Term Loans 11.95% 11.46 %

Due to timely repayment of interest and principal payments to various banks'' CARE (Credit Analysis & Research Ltd) has reaffi rmed the rating of CARE BBB assigned for long term facilities of the Company.

During the fi nancial year'' your Company has transferred to investors'' education and protection fund account (IEPF) a sum of Rs. 25.40 lacs towards unclaimed dividend/unclaimed deposits along with interest thereon.

FIXED DEPOSITS

Your Company discontinued inviting'' accepting and renewing of fi xed deposits effective from September 24'' 2002. However'' unclaimed deposits of Rs. 0.20 lacs have been transferred to IEPF during the fi nancial year'' which is included in Rs. 25.40 lacs transferred'' as stated above.

EMPLOYEES STOCK OPTION SCHEME

Your company has Stock Option Scheme for its employees as per the Revised Scheme approved by shareholders in their Extra Ordinary General Meeting held on March 19'' 2008 and accordingly Compensation Committee in their meeting held on March 24'' 2008 had granted options to its eligible employees. Under the Scheme the employees are entitled for minimum guaranteed return of 20% on the Market price of the shares i.e. the latest available closing price prior to the date when the options were granted'' at the time of exercise of the option. The options granted to the employees are vested effective from March 24'' 2010 accordingly'' eligible employees can exercise their rights. So far none the employees have exercised their rights on vested options. In compliance of SEBI Circular issued on January 17'' 2013 on the Stock Option Scheme read with clarifi cation issued by SEBI vide its Circular dated May 13'' 2013'' the existing GHCL Employees Stock Option Scheme'' administered through Trust'' will complete its term on December 31'' 2013. The details as per regulation 12 of SEBI (ESOS & ESPS) Guidelines 1999 are given as an Annexure - II forming part of this report.

SUBSIDIARIES

Grace Home Fashion'' LLC'' a subsidiary of the Company in USA engaged in Home Textile segment is catering to some of the largest Home-Textile Retailers like Bed Bath Beyond and Babies R US. In addition'' Grace Home Fashion is also doing online Home-Textile Business in USA through JC Penny and Kohls. com. The revenue of the company increased from Rs. 74.98 Crore in FY''11-12 to Rs. 150.04 Crore during FY''2012-13.

GHCL Upsom'' Romania'' a step down subsidiary of the Company whose operations are lying closed since Jan''2010 was put under administration on November 21'' 2011. The control of GHCL Upsom SA'' has been taken over by Casa Transilvania Cluj (the offi cial liquidator) and hence Indian England NV (subsidiary of GHCL Limited) has no control on GHCL Upsom and will continue to stand as a creditor in the insolvency proceeding initiated w.e.f. November 12'' 2012. Further'' Creditors Committee of SC GHCL Upsom SA'' Romania in their meeting held on March 18'' 2013 had decided to accept the highest bid of Euros 6.00mn made by Aloref SRL in association with Ascom International SRL. Accordingly'' the assets of GHCL Upsom will only become the property of Ascom International when the price has been made in full.

Operations of Rosebys Interiors India Limited (RIIL)'' a subsidiary'' engaged in the business of Home and Life Style Retailing'' remained closed during the year. RIIL is meeting its statutory and other obligations through support of GHCL. Some of the creditors have fi led winding up petitions against RIIL which is adequately represented by the company.

Non-operating subsidiaries namely GHCL Inc. (USA) and Indian Britain B.V. (Netherlands) have been voluntarily dissolved during the year. Colwell & Salmon Communications Inc. (USA) was voluntarily dissolved on April 1'' 2013. Further Rosebys UK Limited another non operating company in UK was put under liquidation on 12th November 2012.

Ministry of Corporate Affairs'' Government of India'' vide its circular dated February 8'' 2011'' has exempted companies from attaching the Balance Sheet'' Profi t and Loss Account and other documents of the subsidiary companies along with the Annual Report of the Company required u/s 212 of the Companies Act'' 1956. As required under the said circular'' the Board of Directors of your Company at its meeting held on May 24'' 2013 has given its consent for not attaching the Balance Sheet of its subsidiaries. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any members of the company on receipt of a written request from them at the Registered Offi ce of the Company. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Offi ce of the Company these documents on any working day during business hours. The Consolidated Financial Statements presented by the Company include fi nancial results of its subsidiary companies. Details regarding subsidiaries have been provided in note no. 2.39 (refer page no. 54 of Annual Report) and also under Statement u/s 212 of the Companies Act'' 1956 (refer page no. 62 to page no. 64).

AWARDS AND RECOGNITIONS

Your directors are pleased to inform you that GHCL Limited achieved a new milestone as the Home Textile Division'' Vapi has received "Texprocil''s Export – Bronze Award 2011-12".

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 read with Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standard 21 (Consolidated Financial Statements) of Institute of Chartered Accountants of India'' for fi nancial year ended March 31'' 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges'' the detailed review of the operations'' performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which forms part of this Annual Report. The report on Management''s Discussion and Analysis is annexed with the Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges'' a compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditor''s certifi cate for the compliance.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice'' the Board of Directors of the Company appointed Dr. K.R. Chandratre'' Practicing Company Secretary'' to conduct Secretarial Audit. The Secretarial Audit Report for the fi nancial year ended March 31'' 2013'' is provided in the Annual Report. The Secretarial Audit Report confi rms that the Company has complied with all the applicable provisions of the Companies Act'' 1956'' Securities Contracts (Regulation) Act'' 1956'' Depositories Act'' 1996'' and all the Regulations and Guidelines of SEBI as applicable to the Company'' including The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations'' 2011'' The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations'' 1992'' The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines'' 1999 and Listing Agreements with the Stock Exchanges.

LISTING/DELISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at BSE Limited (BSE)'' The National Stock Exchange of India Limited (NSE) and Ahmedabad Stock Exchange Limited (ASE). The annual listing fees for the year 2013-14 have been paid to all these Stock Exchanges.

DIRECTORS

Shri Sanjay Dalmia'' Shri Neelabh Dalmia'' Shri Sanjiv Tyagi and Shri Mahesh Kheria directors retire by rotation and being eligible'' offer themselves for re-appointment. The Board recommends their appointments at the ensuing Annual General Meeting.

Mr. Raman Chopra'' Executive Director (Finance) was re- appointed as Whole Time Director for a period of fi ve years with effect from April 1'' 2013 subject to the approval of the shareholders. The Board recommends their appointments at the ensuing Annual General Meeting.

During the year'' IDBI Bank had nominated Mr. Ajoy Nath Jha in place of Mr. K. C. Jani as a Nominee Director of the Company with effect from January 15'' 2013. Mr. Tej Malhotra'' Sr. Executive Director (Operations) retired from the services of the Company at the close of offi ce hours on May 4'' 2012. Accordingly'' Mr. Tej Malhotra ceased as a Director on the Board of the Company with effect from May 5'' 2012. Your Directors wish to record their gratitude and appreciation for the contribution by Mr. K. C. Jani and Mr. Tej Malhotra during their tenure as Directors of the Company.

CONSERVATION OF ENERGY'' TECHNOLOGY ABSORPTION'' FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1)(e) of the Companies Act'' 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988 are given in Annexure-I forming part of this Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975'' as amended'' are set out in Annexure to the Directors'' Report and forms part of the Report.

However'' having regard to the provisions of Section 219 (1) (b) (iv) of the Companies Act'' 1956'' the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Offi ce of the Company.

STATUTORY AUDITORS

M/s Jayantilal Thakkar & Co.'' Chartered Accountants and M/s Rahul Gautam Divan & Associates'' Chartered Accountants'' the Joint Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received certifi cates from the auditors to the effect that their re-appointment'' if made'' would be in accordance with Section 224 (1B) of the Companies Act'' 1956. The Board recommends their re-appointment.

COST AUDITORS

The Board has appointed M/s R J Goel & Company'' Cost Accountants'' New Delhi'' M/s L S Sathiamurthi & Co.'' Cost Accountants'' Chennai and M/s N D Birla & Co.'' Cost Accountants'' Ahmedabad as Cost Auditors for the Soda Ash division'' Yarn division (Madurai) and Home Textile division (Vapi) of the Company respectively under Section 233B of the Companies Act'' 1956 for the fi nancial year 2013-14. The Board has also appointed M/s R J Goel & Company as the Lead Cost Auditor of the Company for the fi nancial year 2013-14'' who would be responsible for the consolidation and fi ling the Cost Audit Report (in XBRL) of the Company (all three divisions i.e. Soda Ash'' Yarn & Home Textile) and shall also fi le the Compliance Report for Edible Salt unit of the Company. Further'' in line with the requirement of clause (k) of General Circular No. 15/2011 (52/5/CAB-2011) dated April 11'' 2011'' issued by the Ministry of Corporate Affairs'' Cost Audit Branch'' necessary particulars of Cost Auditors for the fi nancial year 2011-12 are as under:

Name of Particulars of Cost Due date of Actual date Division Auditors filling of the of filling of the of the Cost Audit Cost Audit Company Report (in Report (in XBRL) for XBRL) for Financial Financial Year Year 2011-12 2011-12

Soda Ash M/s R. J. Goel & February 28'' Being Lead Co.'' Cost Auditors'' 2013 Cost Auditors of (Membership No. the Company'' 2171)'' Address - 31'' M/s R J Goel Community Centre'' & Company Ashok Vihar'' Delhi - filled the Cost 110052 Audit Report

Yarn M/s L. S. Sathiamurthi (in XBRL) on & Co.'' Cost Auditors'' January 30'' (Membership No. 2013. 3128)'' Address - 17/6'' Kumar Arcade Apartments'' 4th Street'' Nehru Nagar'' Adyar'' Chennai - 600020'' Tamil Nadu

Home M/s N. D. Birla & Textile Co.'' Cost Auditors'' (Membership No. 7907)'' Address - A-3'' Nirant Society'' Opp. Town Hall'' Nr. Karnavati Hospital'' Elisbridge'' Ahmedabad - 380006'' Gujarat

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act'' 1956'' the Directors'' based on the representations received from the Operating Management'' confi rm that:

a. in the preparation of the annual accounts for the fi nancial year ended March 31'' 2013 the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act'' 1956'' have been followed and there has been no material departures from the same ;

b. appropriate accounting policies have been selected by them and applied the same consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31'' 2013 and of the profi ts of the Company for the fi nancial year ended March 31'' 2013;

c. the proper and suffi cient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the annual accounts for the fi nancial year ended March 31'' 2013 have been prepared by them on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions'' Banks'' and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank the shareholders'' customers'' suppliers'' lenders'' distributors and other stakeholders for the confi dence reposed by them in the Company. The employees of the Company contributed signifi cantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

For GHCL Limited

Sd/-

Date: May 24'' 2013 SANJAY DALMIA

Place: New Delhi Chairman

---

Mar 31, 2012

The are pleased to present the 29th Annual Report and the audited accounts of the company for the financial year ended March 31, 2012.

OPERATIONAL RESULTS

The summary of the financial performance of the Company for the financial year ended March 31, 2012 compared to the previous year ended March 31, 2011 is given below:

(Rs. in Lacs)

Particulars Year Ended Year Ended March 31, March 31, 2012 2011

Net Sales /Income 190,635.81 151,146.70

Gross profit before interest and 38,446.03 34,972.54 depreciation

Finance Cost

(a) Interest Cost 14,576.31 11,043.48

(b) Loss on foreign currency transactions 3,919.84 - and translation (net)

Total Finance cost (a b) 18,496.15 11,043.48

Profit before depreciation and amortisation 19,949.88 23,929.06

- (Cash Profit)

Depreciation and Amortisation 8,084.86 8,439.55

Profit before Tax 11,865.02 15,489.51

Provision for Tax - Current 377.00 42.52

Provision for Tax - Deferred (259.93) 3,814.451

Profit after Tax 11,747.95 11,632.54

Balance brought forward from last year 14,570.27 23,786.07

Prior period adjustments 18.89 64.29

Excess provision for tax for earlier years 200.23 75.52

Amount available for appropriation 26,537.34 35,558.42

Appropriations

Transfer to General Reserve 10,000 1,163.25

Transfer to General Reserve as per - 17,500.00 Scheme of Arrangement

Proposed Dividend 2,000.39 2,000.39

Tax on Dividend 324.51 324.51

Balance carried to Balance Sheet 14,212.44 14,570.27

PERFORMANCE HIGHLIGHTS

Soda Ash

The Global Soda Ash demand which was around 46-48 million tons in 2010 is estimated to be slightly more than 50 million metric tons in 2011against a capacity of about 57 Million MT.

We are seeing demand growth, despite the fact that the market is currently oversupplied specially from China. The world soda ash demand grew at an average annual rate of slightly more than 3%. China grew more than 7% and Rest of the world registered a growth of 1%. The demand for soda ash is forecast to grow about 3 to 4 percent per year over the next five years and this growth is expected to come from Latin America, India, China and Middle East countries due to higher GDP growth. Consumption of soda ash per person is expected to register healthy rise in the next few years with China leading the rankings with consumption from 10.85 kilograms in 2007 to an expected 12.00 kilograms in 2012.China is the largest Soda Ash player in the world, having a capacity of 27-28 Million MT which is around 50% of the global capacity. As per IHS Chemical report of February 2012 China's operating rates were around 84% in 2011, reporting a production of 24 million tons and domestic consumption of 22 million tons. There is an extremely sharp increase in input costs for soda ash manufacturers in all regions. Consequently, supported by rising demand and cost pressures prompted soda ash manufacturers to raise the sales prices of soda ash in 2011.

The biggest threat to the global soda ash industry is the global economic outlook, which remains quite delicate. The state of the global economy, combined with the role that China will continue to play in the market, is key to the future health of the soda ash industry. If the economies continue to stagnate, the demand for soda ash could fall, and we could see prices weaken and capacities idled.

The slow industrial growth of the Indian economy was witnessed in Soda Ash also as demand growth was almost flat in 2011-12 (approximately 1-2 %). But despite low GDP growth figure of 6.9 per cent, India remains one of the fastest growing economies of the world as all major countries including the fast growing emerging economies are seeing a significant slowdown. It is expected that on the back of higher GDP growth projected and strong growth in Glass (Construction/Automobiles) and Detergents (FMCG penetration and growth) Soda Ash demand will continue to grow at least 4-5 per cent in the FY 12-13.

Total installed capacity in India was 3.1 Million MT. With an estimated production of about 2.6 Million MT in last financial year (2011-12) the capacity utilization was around 81%. The total size of the Indian soda ash market is about 2.7 Million MT.

Dumped import of Soda Ash from China PR, Eu, Kenya, Iran, Pakistan, Turkey, uSA and ukraine has been a major concern for the Soda Ash Industry. Based on an application by the domestic producers of Soda Ash, the Director General of Anti-dumping & Allied Duties ("DGAD") had recommended the imposition of anti-dumping duty on imports of Soda Ash from the above Countries, which has been upheld by the Hon'ble High Court of Madras vide their order dated April 27, 2012. Now, the Ministry of Finance is expected to issue a notification imposing duty on imports of the Soda Ash from the above countries based on the final finding issued by the DGAD.

At present your Soda Ash plant has a capacity of 8.50 lacs MTPA. During the financial year 2011-12 your company has achieved highest production around 7.12 lacs MT. This year, the Company has also achieved highest domestic sales i.e. 6.02 lacs MT and total sales of Soda Ash is 6.67 lacs MT including exports.

Bi-Carbonate (BICARB)

During the year, the Company achieved production of Bi- Carbonate 23369 tons against 22378 tons in the previous year, which is higher by 4.43%. During the year the Company achieved sales of Bi-Carbonate 22939 tons against 22912 tons in the previous year. Sodium Bicarbonate sales expected to improve further with high demand season and lower imports.

Home Textiles

The Indian Textile Industry, 2nd largest in the world, after witnessing growth of around 10% in FY 2009-10 & 2010- 11, shrank during the FY'2011-12 mainly due to weak global economy and extreme volatility in cotton prices. The Confederation of Indian Textile Industry (CITI) in its Q3, 2011- 12 review of textile sector pointed out that "there was highest price volatility in cotton prices in the past 150 years followed by a collapse in April, 2011, which had immediate repercussions in the domestic market. Cotton yarn production was down by 15% and fabric production was down by 19% in the April - October 2011 period over the previous year. Textile Mills faced with high priced cotton inventories could not pass through the prices into yarn and fabrics as the price decline came suddenly in the month of April'2011. This led to a slowdown in production and reduced utilization of capacity". Additionally, India Government's ad hoc policies with respect to export of cotton have also affected the sentiments of textiles industry and cotton growers. However, for the past 3-4 months the prices of cotton have stabilized and the outlook for the textile industry now looks positive

In the Textile Business of your company, the Made-ups (Home Textiles) Business has been growing significantly year on year and has done exceedingly well during the FY'2011-12 both in terms of volume growth and profitability compared to the previous year. However, the Yarn business has underperformed substantially which was largely due to unprecedented volatility in both cotton and yarn prices which affected the spinning industry all over the country as afore mentioned. This has adversely affected the overall profitability of textile business during FY'11 -12

The Revenue of Home-Textiles division was at Rs. 530 Crores during the financial year 2011-12 against Rs. 276 Crores in 2010- 11, thereby registering a significant growth of 92% over previous year. Due to its sustained marketing efforts, the company has successfully made deep in roads in export market and further secured large replenishment orders from the big Global Retailers in US and Europe like Macys, Bed Bath & Beyond, K-Mart, Springs, Revman and Belk etc. However, as aforesaid FY'2011- 12 was an extremely challenging year for the entire Spinning Industry including yarn division of your company primarily due to extreme volatility in the cotton prices. The yarn industry got a doubly hit i.e. on one side, it was trapped with high cost inventory and on the other side the yarn prices crashed, thereby making most of the spinning units incur huge losses. Apart from the above said causes, frequent changes in the government policies as well as the grim power situation in Tamil Nadu had also affected the operations of yarn manufacturing industry including your company. However, the aggressive power trading by the Company resulted in substantial savings partially offsetting the aforesaid impact. Outlook for Spinning Industry now looks positive because the high cost inventory is out of the pipeline and with stable cotton prices and improved yarn price scenario, your directors expect a profitable period ahead.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.00 per Equity Share for the financial year ended March 31, 2012.

FINANCE

During the FY'2011-12, your company has successfully arranged Project Loans of Rs.93.50 crore to part finance CAPEX of around Rs.129.25 crore. Additionally, the company has also enhanced its working capital limits by Rs.70 crore from Rs.658 crore to Rs.728 crore and further tied-up long term loans amounting to Rs.130 crore to meet overall working capital requirements of the company.

During the year, interest rate went up significantly due to increase in Repo Rate by RBI by atleast five times and this coupled with huge volatility in Forex has resulted in a significant increase in finance cost compared to previous year.

Due to timely repayment of interest and principal payments to various banks including timely honouring of corporate guarantee obligations, CARE (Credit Analysis & Research Ltd) has upgraded the rating for long term borrowing from CARE BBB- to CARE BBB.

During the financial year, your Company has transferred to investors' education and protection fund account (IEPF) a sum of Rs. 20.57 lacs towards unclaimed dividend/unclaimed deposits along with interest thereon.

FIXED DEPOSITS

Your Company discontinued inviting, accepting and renewing of fixed deposits effective from September 24, 2002. However, unclaimed deposits of Rs. 0.95 lacs have been transferred to IEPF during the financial year, which is included in Rs. 20.57 lacs transferred, as stated above.

EMPLOYEES STOCK OPTION SCHEME

Your company has Stock Option Scheme for its employees as per the Revised Scheme approved by shareholders in their Extra Ordinary General Meeting held on March 19, 2008 and accordingly Compensation Committee in their meeting held on March 24, 2008 had granted options to its eligible employees. Under the current ESOS Scheme the employees would be entitled for minimum guaranteed return of 20% on the Market price of the shares i.e. the latest available closing price prior to the date when the options are granted, at the time of exercise of the option. Pursuant to the approval given by the Compensation Committee, "vesting period" of options granted was two years from the date of grant (i.e March 24, 2008). Accordingly, eligible employees can exercise their rights on the valid options granted to them by the Committee on or after March 24, 2010. However, no employee has exercised his right on the vested option so far. The details as per regulation 12 of SEBI (ESOS & ESPS) Guidelines 1999 are given as an Annexure - II forming part of this report.

SUBSIDIARIES

Grace Home Fashion, LLC, a subsidiary of the Company in USA has significantly grown its Home-Textiles Business during the FY'11-12. The Company is catering to some of the largest Home-Textile Retailers like Bed Bath Beyond and Babies R US. In addition, Grace Home Fashion is also doing online Home- Textile Business in USA through JC Penny and Kohls.com. The revenue of the company increased from Rs.26.16 Crore in FY'10- 11 to Rs.74.98 Crore during FY'2011-12.

The soda ash production of GHCL Upsom, Romania, a step down subsidiary of the Company remains closed since Jan'2010 as the outstanding issues with gas supplier M/s Romgaz could not be resolved. Subsequently, during the current year GHCL Upsom has been put under administration on November 21, 2011. Your company is in dialogue with the Judicial Administrator to access the feasibility of putting together a viable re-organization plan. In order to make any viable re-organization plan, GHCL Upsom would require major investments as per the preliminary report received from Roland Berger, a Consultant engaged by the Company last year and also export incentives from the Romanian Government. In view of frequent changes in the Romanian Government, the Company could not initiate any dialogue last year. With the new Government now in place in Romania, the Management would initiate a dialogue with BCR Bank, Romgaz and Romanian Government to explore the possibility of revival of GHCL Upsom's Operations.

Rosebys Interiors India Limited (RIIL), a subsidiary engaged in the business of Home and Life Style Retailing, has significantly reduced its operations during the year in order to curtail the costs and losses. Keeping in view of long term strategy, the Board of Directors of GHCL in its meeting held on February 25, 2011 had given in-principal approval for sale of its investment held in RIIL. Accordingly, a merchant banking firm was engaged to identify a suitable buyer to meet its objective. But, due to slow down in overall retail Industry and RIIL's operations, the merchant banker was unable to find a suitable buyer for RIIL's stake sale. RIIL is meeting its obligations to the bankers through support from GHCL as per the guarantee obligation of GHCL.

The operations of Colwell & Salmon uSA, subsidiary company engaged in the IT outsourcing business remains dormant as the market is not conducive to recommence the operations. Additionally, two non operating subsidiaries registered in India namely Fabient Textiles Limited and Rosebys International Limited were closed down during the year by following the process of "Fast Track Exit Mode", u/s 560 of the Companies Act, 1956. Further, subsequent to the year end, GHCL Inc. (uSA) has been dissolved in May 2012.

Ministry of Corporate Affairs, Government of India, vide its circular dated February 8, 2011, has exempted companies from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies along with the Annual Report of the Company required u/s 212 of the Companies Act, 1956. As required under the said circular, the Board of Directors of your Company at its meeting held on May 30, 2012 has given its consent for not attaching the Balance Sheet of its subsidiaries. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any members of the company on receipt of a written request from them at the Registered Office of the Company. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company on any working day during business hours. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies. Details regarding subsidiaries have been provided in note no. 2.38 (refer page no. 49 of Annual Report) and also under Statement u/s 212 of the Companies Act, 1956 (refer page no. 59 to page no. 61).

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 read with Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standard 21 (Consolidated Financial Statements) of Institute of Chartered Accountants of India, for financial year ended March 31, 2012.

MANAGEMENT DISCUSSION AND analysis

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management's Discussion and Analysis Report which forms part of this Annual Report. The report on Management's Discussion and Analysis is annexed with the Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditor's certificate for the compliance.

LISTING/DELISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at BSE Limited (BSE), The National Stock Exchange of India Limited (NSE) and Ahmedabad Stock Exchange Limited (ASE). The annual listing fees for the year 2011-12 have been paid to all these Stock Exchanges. The application for voluntarily delisting of Company's ordinary shares is pending with The Calcutta Stock Exchange Ltd. (CSE), in spite of the fact that company had submitted all relevant information asked by CSE. Company had also requested SEBI to interfere in the matter and direct CSE to delist the shares of the Company as the Company had complied with all statutory requirement. Company on its own had stopped filing of information to CSE and listing fee.

DIRECTORS

Shri Anurag Dalmia, Shri S. H. Ruparell, Dr. B. C. Jain and Shri G. C. Srivastava directors retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their appointments at the ensuing Annual General Meeting. Mr. R. S. Jalan has been re-appointed as Managing Director for a period of five years with effect from June 7, 2012 subject to the approval of the shareholders.

During the year, Exim Bank had nominated Mr. R. M. V. Raman in place of Mr. R. W. Khanna as a Nominee Director of the Company with effect from April 30, 2011. Subsequent to the year end, Mr. Tej Malhotra, Sr. Executive Director (Operations) retired from the services of the Company at the close of office hours on May 4, 2012. Accordingly, Mr. Tej Malhotra ceased as a Director on the Board of the Company with effect from May 5, 2012. Your Directors wish to record their gratitude and appreciation for the contribution by Mr. R. W. Khanna and Mr. Tej Malhotra during their tenure as Directors of the Company.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of this Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are set out in Annexure to the Directors' Report and forms part of the Report. However, having regard to the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

STATUTORY AUDITORS

M/s Jayantilal Thakkar & Co., Chartered Accountants and M/s Rahul Gautam Divan & Associates, Chartered Accountants, the Joint Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received certificates from the auditors to the effect that their re-appointment, if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

COST AUDITORS

The Board has appointed M/s R J Goel & Company, Cost Accountants, New Delhi, M/s L S Sathiamurthi & Co., Cost Accountants, Chennai and M/s N D Birla & Co., Cost Accountants, Ahmedabad as Cost Auditors for the Soda Ash division, Yarn division (Madurai) and Home Textile division (Vapi) of the Company respectively under Section 233B of the Companies Act, 1956 for the financial year 2012-13. Further, in line with the requirement of clause (k) of General Circular No. 15/2011 (52/5/CAB-2011) dated April 11, 2011, issued by the Ministry of Corporate Affairs, Cost Audit Branch, necessary particulars of Cost Auditors for the financial year 2010-11 are as under:

Name of Particulars of Cost Due date of Actual date Division Auditors filing of the of filing of the of the Cost Audit Cost Audit Company Report for Report for Financial Year Financial Year 2010-11 2010-11

Soda Ash M/s R. J. Goel & September 30, September 30, Co., Cost Auditors, 2011 2011 (Membership No. 2171), Address - 31, Community Centre, Ashok Vihar, Delhi - 110052

Yarn M/s L. S. September 30, September 27, Sathiamurthi & 2011 2011 Co., Cost Auditors, (Membership No. 3128), Address - 17/6, Kumar Arcade Apartments, 4th Street, Nehru Nagar, Adyar, Chennai - 600020, Tamil Nadu

Home M/s N. D. Birla & September 30, September 30, Textiles Co., Cost Auditors, 2011 2011 (Membership No. 7907), Address - A-3, Nirant Society, Opp. Town Hall, Nr. Karnavati Hospital, Elisbridge, Ahmedabad - 380006, Gujarat

AUDITORS' REPORT

The Auditors have qualified on certain matters and the same are clarified in notes on accounts no. 2.28 and 2.55 which are forming part of Balance Sheet as at March 31, 2012 and Statement of Profit and Loss for the year ended on that date, are self explanatory and therefore do not call for any further comment u/s 217 (3) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2012 the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there has been no material departures from the same;

b. appropriate accounting policies have been selected by them and applied the same consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profits of the Company for the financial year ended March 31, 2012;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the annual accounts for the financial year ended March 31, 2012 have been prepared by them on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks, and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank the shareholders, customers, suppliers, lenders, distributors and other stakeholders for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

For GHCL Limited

Date: May 30, 2012 SANJAY DALMIA

Place: New Delhi Chairman

---

Mar 31, 2011

The Members,

We are pleased to present the 28th Annual Report and the audited accounts of the Company for the financial year ended March 31, 2011.

OPERATIONAL RESULTS

The summary of the financial performance of the Company for the financial year ended March 31, 2011 compared to the previous year ended March 31, 2010 is given below:

(Rs in Lacs)

Particulars Year Ended Year Ended March 31, March 31, 2011 2010

Net Sales /Income 151,146.70 122,546.09

Gross profit before interest and 34,982.54 30,320.37 depreciation

Interest 11,043.48 10,544.94

Profit before depreciation and 23,939.06 19,775.43 amortisation - (Cash Profit)

Depreciation / Amortisation 8,439.55 7,611.18

Profit before Tax 15,499.51 12,164.25

Provision for Taxation - Current 52.52 12.00

Provision for Taxation - Deferred 3814.45 (1,932.29)

Profit after Tax 11,632.54 14,084.55

Balance brought forward from last 23,786.07 28,431.93 year

Prior period adjustments 64.29 (11.29)

Excess provision for tax for earlier 75.52 21.93 years

Amount available for appropriation 35,558.42 42,527.15

Appropriations - -

Transfer to General Reserve 1,163.25 1,408.45

Transfer to General Reserve as 17,500.00 15,000.00 per Scheme of Arrangement

Proposed Dividend 2,000.39 2,000.39

Tax on Dividend 324.51 332.24

Balance carried to Balance Sheet 14,570.27 23,786.07

PER FORMANCE HIGHLIGHTS

Soda Ash

The Global Soda Ash demand was 46 million tons in 2010 with a capacity of 57 million tons. After growing at an average annual rate of almost 5 percent per year since 2004, world soda ash demand fell by about 9.5 percent in 2009. In 2010 the markets have recovered much faster than the earlier expectation. Demand for Soda Ash remained robust during the year, price pressure from key inputs such as salt and energy weighed heavily. However, there has been a noticeable improvement in the soda ash prices from the fourth quarter onwards and the industry is optimistic about the price trend. Emerging economies – particularly in China and the wider Southeast Asia region, the Middle East, South Asia and South America continue to be "growth driver" for Soda Ash. Rising GDPs and urbanization in these regions have led to a higher per capita consumption of products manufactured using soda ash. Demand for glass and detergents in emerging world markets surged in the last few years. Hence the global outlook looks promising for soda ash. The demand for soda ash is forecast to grow at about 3 to 4 percent per year over the next five years.

The strong rebound of the Indian Economy was witnessed in Soda Ash also as demand growth rebounded to a very healthy 6% in 2010. It is expected that on the back of a strong growth in Glass (Construction/Automobiles) and Detergents (FMCG penetration and growth) Soda Ash demand will continue to grow at 5-6% in the current year. Import of Soda Ash from Kenya, Europe, Pakistan & other countries like Turkey are a major concern for Soda Ash industry. The Finance Ministry of Government of India had imposed Safeguard Duty on all Soda Ash Imports from China as part of its efforts to maintain a healthy domestic Soda Ash industry in the Country. While the imposition of Safeguard Duty has tampered Chinese Imports to some extent, the said duty has lapsed in April 2011. Continued imports from other European producers like Turkey/Russia/ Romania and Ukraine where domestic markets still remain weak and remains a challenge. An application for Anti-Dumping has been filed with the ADD and continuous follow up is on to get an expeditious order.

Your company had successfully completed its soda ash expansion during 2007-08 which has resulted increase in production capacity up to 8.50 lacs MTPA in India. The Company's domestic production of Soda Ash for the year under review at 710012 tons, which was 8.12% higher as compared to the previous year. The Company achieved sales of Soda Ash 656969 tons during the year including exports.

Soda Ash manufacturers are experiencing a tough time, as high input and energy cost seem to affect the profit margins. Your company is better placed because of its own captive lignite mines and in-house developed briquette usages as an alternative source of fuel, which is cost effective and also reduced dependability on other source of energy.

Bi-Carbonate (BICARB)

During the year, the Company achieved production of Bi- Carbonate 22378 tons against 20161 tons in the previous year, which is higher by 11.00%. During the year the Company achieved sales of Bi-Carbonate 22912 tons against 19648 tons in the previous year, which is higher by 17.00%.

Home Textiles

The Indian Textile Industry, 2nd largest in the world, continued its growth journey during 2010-11, which was due to continuation of Government of India's stimulus package especially the extension of TUFs (Textile up-gradation Fund scheme). The industry registered a growth of around 10% during the year 2010-11 with exports also registering a significant growth.

GHCL has also achieved remarkable performance in its textile business for the year 2010-11 in terms of overall performance and profitability of the Company. The revenue has gone up by 49% to Rs 571 Crore as compared to Rs 383 Crore in the last year and the operating profit has sharply increased from Rs 18.07 Crore in 2009-10 to Rs 53.97 Crore in 2010-11 which is a signifi cant increase of 199%.

The above performance has been achieved due to our constant marketing efforts winning us large orders from the major retailers of the world. Your company, with its State-of-art textile facilities from spinning to made-ups, has cautiously rationalized its customer base and successfully made deep inroads with large Global Retailers for running their replenishment programmes. Your company today boasts of a customer base that comprises of Wal-Mart, K-Mart/Sears, Macys, Bed Bath & Beyond, J C Penny and U.S. Polo in the USA and the likes of House of Fraser, 3 Suisses and Galeries Lafayette in Europe. Additionally, with other measures like excellent cotton coverage, timely investment in value added segment like compact spinning, optimum utilization of wind energy and power trading, your company has been able to achieve significant improvement in profitability and operational performance in its Textile Business as compared to previous year.

The Management is taking further initiatives in terms of adding more capacities in value-add segment, Weaving and Cut & Sew Facility which would have significant benefit in the coming years.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs 2.00 per Equity Share for the financial year ended March 31, 2011.

FINANCE

The Company had issued an aggregate of US$ 80.5 million Foreign Currency Convertible Bonds (FCCBs) at a coupon rate of 1% in 2005. The subscribers had an option to convert bonds into shares at a price based on price mechanism determined in the offering documents and Bond could be converted at a price of Rs 147.9533 per share equivalent to USD 3.2278 is exercisable between September 2006 to March 2011. At the beginning of Financial year 2010-11, the outstanding FCCBs were USD 29.00 million. During the Financial year 2010-11, the Company had repurchased (bought back) FCCBs aggregating to face value of USD 21.00 million and extinguished the same in line with the approval received from Reserve Bank of India. Further, on March 18, 2011, the Company had paid full and final outstanding amount in respect of the balance Bond having face value of USD 8.00 million along with interest & premium thereon before the maturity date of said Bond i.e. March 21, 2011. After said buy back and redemption, there is no outstanding of FCCBs as on March 31, 2011.

During the financial year your Company has transferred to investors' education and protection fund account (IEPF) a sum of Rs 31.80 lacs towards unclaimed dividend/unclaimed deposits along with interest thereon.

FIXED DEPOSITS

Your Company discontinued inviting, accepting and renewing of fixed deposits effective from September 24, 2002. However, unclaimed deposits of Rs 0.27 lacs have been transferred to IEPF during the financial year, which is included in Rs 31.80 lacs transferred, as stated above.

EMPLOYEES STOCK OPTION SCHEME

Your company has Stock Option Scheme for its employees as per the Revised Scheme approved by shareholders in their Extra Ordinary General Meeting held on March 19, 2008 and accordingly Compensation Committee in their meeting held on March 24, 2008 had granted options to its eligible employees. Under the current ESOS Scheme the employees would be entitled for minimum guaranteed return of 20% on the Market price of the shares i.e. the latest available closing price prior to the date when the options are granted, at the time of exercise of the option. Pursuant to the approval given by the Compensation Committee, "vesting period" of options granted was two years from the date of grant (i.e March 24, 2008). Accordingly, eligible employees can exercise their rights on the valid options granted to them by the Committee on or after March 24, 2010. However, no employee has exercised his right on the vested option so far. The details as per regulation 12 of SEBI (ESOS & ESPS) Guidelines 1999 are given as an Annexure – II forming part of this report.

SUBSIDIARIES

The soda ash production of GHCL Upsom, Romania, a step down subsidiary of the Company, was adversely affected due to outstanding issues with gas supplier M/s Romgaz and accordingly the management had taken decision to close down production. Romgaz (gas supplier to GHCL Upsom) has initiated insolvency proceedings against GHCL Upsom, Romania. Thereafter, your company had engaged Roland Berger, a consultant to conduct study and submit its report about operational viability of GHCL Upsom. Based on the Preliminary findings, Roland Berger has reported that resumption of operations may not be viable without major investments and incentives from the Romanian Government. Accordingly, the Management is in dialogue with BCR Bank, Romgaz and the Romanian Government to work out a re- organization plan of GHCL Upsom, if feasible.

Rosebys Interiors India Limited (RIIL), a subsidiary, is engaged in the business of Home and Life Style Retailing. RIIL's Retail Business Model was franchisee based model driven by minimum guarantee to the franchises and the same has not proved financially viable for the last two years. RIIL is now in the process completely revamping its business. Keeping in view of long term strategy, the Board of Directors of GHCL in its meeting held on February 25, 2011 had given in-principle approval for sale of its investment held in Rosebys Interiors India Limited. Accordingly, a merchant banking firm has been engaged to locate a suitable buyer to meet its objective.

The operations of Colwell & Salmon USA, subsidiary company engaged in the IT outsourcing business, have been stopped as the same are not viable. Also, another non operating subsidiary namely Fabient Global Limited has been voluntarily wound up during the year by following the process of Easy Exit Scheme 2011.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, on February 8, 2011, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. As required under the said circular, the Board of Directors of your Company at its meeting held on July 18, 2011 give its consent for not attaching the Balance Sheet of its subsidiaries, as they would be made available to its members at the Company's website. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any members of the company on receipt of a written request from them at the Registered Office of the Company. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company these documents on any working day during business hours. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies. Details regarding subsidiaries have been provided in note no. 12 (refer page no. 43 of Annual Report) and also under Statement u/s 212 of the Companies Act, 1956 (refer page no. 54 to page no. 56).

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 read with Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standard 21 (Consolidated Financial Statements) of Institute of Chartered Accountants of India, for financial year ended March 31, 2011.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management's Discussion and Analysis Report which forms part of this Annual Report. The report on Management's Discussion and Analysis is annexed with the Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditor's certificate for the compliance.

LISTING/DELISTING OF THE EQUITY SHARES/FCCBs

The equity shares of your Company are listed at Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) and Ahmedabad Stock Exchange Limited, (ASE). The annual listing fees for the year 2010-11 have been paid to all these Stock Exchanges. The application for voluntarily delisting of Company's ordinary shares is pending with The Calcutta Stock Exchange Ltd. (CSE), in spite of the fact that company had submitted all relevant information asked by CSE. Company had also requested SEBI to interfere in the matter and direct CSE to delist the shares of the Company as the Company had complied with all statutory requirement. Company on its own had stopped filing of information to CSE and listing fee. The Foreign Currency Convertible Bonds (FCCBs) issued by the Company are bought back and/ or filly paid and there is no outstanding FCCB in the books of the Company.

DIRECTORS

Shri Sanjay Dalmia, Shri Neelabh Dalmia, Shri Sanjiv Tyagi and Shri Mahesh Kheria directors retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their appointments at the ensuing Annual General Meeting.

Shri Surendra Singh was appointed as Additional Directors with effect from November 23, 2010. The Company has received notice u/s 257 of the Companies Act, 1956 from shareholder signifying intention to propose at the ensuing Annual General Meeting the candidature of Shri Surendra Singh Director of the Company. The Board recommends his appointment at the ensuing Annual General Meeting.

Mr. Naresh Chandra, Director resigned w.e.f November 3, 2010. Your Directors wish to record their gratitude and appreciation for the contribution by above director during his tenure as Director of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of this Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are set out in Annexure to the Directors' Report and forms part of the Report. However, having regard to the provisions of Section 219 (1)(b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto . Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

STATUTORY AUDITORS

M/s Jayantilal Thakkar & Co., Chartered Accountants and M/s Rahul Gautam Divan & Associates, Chartered Accountants, the Joint Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received certificates from the auditors to the effect that their re-appointment, if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

COST AUDITORS

The Board has appointed M/s R J Goel & Company, Cost Accountants, New Delhi, M/s L S Sathiamurthi & Co., Cost Accountants, Chennai and M/s N D Birla & Co., Cost Accountants, Ahmedabad as Cost Auditors for the Soda Ash division, Yarn division (Madurai) and Home Textile division (Vapi) of the Company respectively under Section 233B of the Companies Act, 1956 for the financial year 2011-12.

AUDITORS' REPORT

The Auditors have qualified on certain matters and the same are clarified in notes on accounts no. 2 and 31 which are forming part of Balance Sheet as at March 31, 2011 and profit and Loss Accounts for the year ended on that date, are self explanatory and therefore do not call for any further comment U/s 217 (3) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sect ion 217 (2AA) of the Companies Act, 19 56, the Directors, based on the representations received from the Operating Management, confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2011 the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there has been no material departures from the same ;

b. appropriate accounting policies have been selected by them and applied the same consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profits of the Company for the financial year ended March 31, 2011;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the annual accounts for the financial year ended March 31, 2011 have been prepared by them on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks, and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank the shareholders, bondholders, customers, suppliers, lenders and distributors for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors For GHCL Limited

SANJAY DALMIA Chairman

Date: July 18, 2011 Place: New Delhi

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Mar 31, 2010

We are delighted to present the 27th Annual Report of the Company together with Audited Accounts of the Company for the Financial Year ended March 31, 2010.

OPERATIONAL RESULTS

The summary of the financial performance of the Company for the Financial Year ended March 31, 2010 compared to the previous year ended March 31, 2009 are given below:

(Rs in Lacs)

Particulars Year Ended Year Ended

March 31, March 31,

2010 2009

Net Sales/Income 122,546.09 124,697.05

Gross profit before interest and 30,320.37 28,486.65

depreciation

interest 10,544.94 9,000.42

Profit before depreciation 19,775.43 19,486.23 and amortisation - (Cash Profit)

Depreciation / Amortisation 7,611.18 6,961.12

Profit before Tax 12,164.25 12,525.11

Provision for Taxation - Current 12.00 491.66

Provision for Taxation - Deferred (1,932.29) 1,480.44

Fringe Benefit Tax - 123.21

Profit after Tax 14,084.55 10,429.80

Balance brought forward from 28,431.11 32,389.73 last year

Balance brought forward from - (1,222.49)

amalgamating company

Prior period adjustments (11.29) 99.12

Excess provision for tax for 21.97 118.29 earlier years Amount available for appropriation 42,526.33 41,814.45

Appropriations

Transfer to General Reserve 1408.45 1,042.98

Transfer to Genera) Reserve as per 15,000.00 10,000.00

Scheme of Arrangement

Proposed Dividend 2,000.39 2,000.39

Tax on Dividend 332.24 339.97

Balance carried to Balance Sheet 23785.25 28,431.11

PERFORMANCE HIGHLIGHTS

Soda Ash

The Global Soda Ash demand was 44 million tons in 2009-10 with a capacity of 57 million tons. After growing at an average annual rate of almost 5 percent per year since 2004, world soda ash demand fell by about 9.5 percent in 2009. This represented a loss in volume of about 4.6 million metric tons compared to 2008. As a result of weak demand, world soda ash operating rates averaged just 76 percent of capacity in 2009, probably the lowest rate the industry has ever seen. The USD12.50 billion global soda ash market is being affected by the recession and a downturn in the demand for glass from the construction and automotive sectors. Rapid growth in the developing economies is expected to return but full recovery may take quite a few years. Notwithstanding the continuing economic and energy problems in certain areas of the world, over all global demand for soda ash is expected to grow from 1.5% to 2% annually for the next several years.

The global meltdown had affected Indian Industry also and Soda Ash demand growth in the year 2008 was flat. The strong rebound of the Indian Economy was witnessed in Soda Ash also as demand growth rebounded to a very healthy 9% in 2009. It is expected that on the back of a strong growth in Glass (Construction/Automobiles) and Detergents (FMCG penetration and growth), Soda Ash demand will continue to grow at 5-6% in the current year. Import of Soda Ash from China, Europe, Pakistan & other countries like Turkey are a major concern for Soda Ash industry. The Finance Ministry of Government of India had imposed Safeguard Duty on all Soda Ash Imports from China as part of its efforts to maintain a healthy domestic Soda Ash industry in the Country. While the imposition of Safeguard Duty has tempered Chinese Imports to some extent, continued imports from other European producers where domestic markets still remain weak remains a challenge.

Your company had successfully completed its soda ash expansion during 2007-08 which has resulted increase in production capacity up to 8.50 lacs MTPA in India and globally 11.5 lacs MTPA. The Companys domestic production of Soda Ash for the year under review at 676079 tons, which was 9.47% higher as compared to the previous year. The Company achieved sales of Soda Ash 656684 tons during the year including exports, which was 16.74% higher than the previous year.

Soda Ash prices have declined YOY Further, the increase in cost of energy and other raw-materials have significantly affected the margin of Soda Ash manufacturers. However, your company is better placed because of its own captive lignite mines and in house developed briquette usages as an alternative source of fuel, which is cost effective and also reduced dependability on other source of energy.

Bi-Carbonate (BICARB)

During the year, the Company achieved production of Bi- Carbonate 20161 tons against 12659 tons in the previous year, which is higher by 59.26%. During the year the Company achieved sales of Bi-Carbonate 19648 tons against 12343 tons in the previous year, which is higher by 60.48%.

Home-Textiles

The timely providing of "Stimulus Package" by the Government of India in 2009 to tide over Global Financial crisis has had a tremendous catalyst effect in turning around Indian Textile Industry in 2009-10. The Indian Textile industry, 2nd largest in the world, after registering a decline in 2008-09, rebounded magnificently by recording more than 8% growth in 2009-10. The exports also registered a growth of around 5%.

For GHCLs Textile Business also, the year 2009-10 has been remarkable in terms of overall performance and profitability of the company. Your company, with its state-of-art textile facilities from spinning to made-ups, has cautiously rationalised its customer base and successfully made deep inroads with large Global Retailers for running their replenishment programmes. Your company today boasts of a customer base that comprises of Wal-Mart, K-Mart/Sears, Macys, Bed Bath & Beyond, J C Penny and U.S. Polo in the USA and the likes of House of Fraser, 3 Suisses and Galeries Lafayette in Europe. Additionally, with other measures like excellent cotton coverage, timely investment in value added segment like compact spinning, optimum utilization of wind energy and power trading, your company has been able to achieve significant improvement in profitability and operational performance in its Textile Business as compared to previous year.

The operating profit of the textile division stood at Rs. 18.07 Crore for 2009-10 as against operating loss of Rs. (14.13) Crore in 2008-09, which signified a huge improvement of Rs. 32.20 Crore in profitability as compared to last year.

The Management is taking further initiatives in terms of adding more capacities in value-add segment, Printing and Cut & Sew facility which would have significant benefits in the coming years. Retial Initiative

Your companys retail initiative under Rosebys Interiors India Limited (RIIL) is primarily focused on home and life style retailing. Rosebys has recently signed an agreement with National Textile Corporation (NTC) to run their stores. The first one is already operational in a premium shopping area in New Delhi and the others will be rolled out at different places during the year. Rosebys in joint association with NTC has been awarded Home- ware category license to sell Common Wealth Games, (CWG) 2010 propriety products across India. Rosebys in partnership with NTC would shortly launch a "Brand" to expand its Home- Textiles Retail Business. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.00 per Equity Share for the financial year ended March 31, 2010. FINANCE The Company had issued an aggregate of US$ 80.5 million Foreign Currency Convertible Bonds (FCCBs) at a coupon rate of 1% in 2005. Out of which USD 1.5 million FCCBs were converted into equity shares in the financial year 2007-08. During the previous financial year ended on March 31, 2009, pursuant to circular issued by RBI vide AP(DIR Series) Circular No 39 dated December 8, 2008 and in line with the approval obtained from RBI, your Company had bought back USD 11.00 million of FCCBs at discount and extinguished the same. The total outstanding of FCCB as on March 31, 2009 was USD 68.00 million. At the beginning of financial year 2009-10, the outstanding FCCBs were USD 68.00 million. During the Financial year 2009-10, the Company had repurchased (bought back) FCCBs aggregating to face value of USD 39.00 million at discount and extinguished the same in line with the approval received from Reserve Bank of India. After said buy back, the outstanding FCCBs were USD 29.00 million at the close of Financial Year 2009-10 i.e. March 31, 2010.

Subsequent to the year end, buy back process of FCCBs is still going on pursuant to specific approval of the Reserve Bank of India and the Company had bought back FCCBs aggregating to face value of USD 7.25 million at discount and extinguished the same. After said buy back, the outstanding FCCBs is USD 21.75 million as on June 30, 2010.

During the financial year your Company has transferred to investors education and protection fund account (IEPF) a sum of Rs. 31.64 lacs towards unclaimed dividend/unclaimed deposits along with interest thereon. FIXED DEPOSITS

Your Company discontinued inviting, accepting and renewing of fixed deposits effective from September 24, 2002. However, unclaimed deposits of Rs. 1.96 lacs have been transferred to IEPF during the financial year, which is included in Rs. 31.64 lacs transferred, as stated above. EMPLOYEES STOCK OPTION SCHEME Your company has Stock Option Scheme for its employees as per the Revised Scheme approved by shareholders in their Extra Ordinary General Meeting held on March 19, 2008 and accordingly Compensation Committee in their meeting held on March 24, 2008 had granted options to its eligible employees. Under the current ESOS Scheme the employees would be entitled for minimum guaranteed return of 20% on the Market price of the shares i.e. the latest available closing price prior to the date when

the options are granted, at the time of exercise of the option. Pursuant to the approval given by the Compensation Committee, "vesting period" of options granted was two years from the date of grant (i.e March 24, 2008). Accordingly, eligible employees can exercise their rights on the valid options granted to them by the Committee on or after March 24, 2010. However, no employee has exercised his right on the vested option so far. The details as per regulation 12 of SEBI (ESOS & ESPS) Guidelines 1999 are given as an Annexure - II forming part of this report.

SUBSIDIARIES

During the financial year, your company has incorporated a company in Cyprus with the name and style of Teliforce Holding India Limited, as a wholly owned subsidiary on February 26, 2010. During the previous year Rosebys group of companies in UK, the step down subsidiaries of the Company went into pre - pack administration and the company had acquired the brand "Rosebys" including all Intellectual Property Rights and Trademarks through a wholly owned subsidiary of the company Rosebys UK Limited. The Chapter 7 proceedings related to Dan River Inc USA is still pending.

Soda Ash production of GHCL Upsom, Romania, a step down subsidiary of the Company, is adversely affected due to outstanding issues with gas suppliers M/s Romgaz and adverse weather conditions resulting in damage to plant & equipment. Further, the Board of GHCL Upsom has decided to send notice for collective dismissal of its employees retaining around 80 critical employees to ensure the safety and security of the plant and to carry out essential repairs and maintenance to restart the plant shortly. The Board of Upsom is in continuous dialogue with Romgaz and Government Authorities. Details regarding subsidiaries have been provided in note no. 1(c) to 1 (g) of Consolidated Accounts of the Company and also under Statement u/s 212 of the Companies Act, 1956. Ministry of Corporate Affairs, Government of India, vide order No. 47/508/2010-CL-III dated June 4, 2010 has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Annual Report of the Company. Financial information of the subsidiary companies, as required by the said order, is disclosed in the Annual Report. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them at the Registered Office of the Company. These documents will also be available for inspection by any shareholder at the Registered Office of the Company on any working day during business hours. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

AWARDS AND RECOGNITIONS

Your directors are pleased to inform you that GHCL Limited achieved a milestone because GHCL Sutrapada plant has been awarded "Darbari Seth Award for Best Managed Plant in Soda Ash Industry - 2009" by Alkali Manufacturers Association of India.

CONSOLIDATED FINANCIAL STATEMENTS Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 read with Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standard 21 (Consolidated Financial Statements) of Institute of Chartered Accountants of India, for financial year ended March 31, 2010.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis which forms part of this report. The report on Managements Discussion and Analysis is annexed with this Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditors certificate for the compliance.

LISTING/DELISTING OF THE EQUITY SHARES/FCCBs

The equity shares of your Company are feted at Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) and Ahmedabad Stock Exchange Limited, (ASE). The annual listing fees for the year 2009-10 have been paid to all these Stock Exchanges. The application for voluntarily delisting of Companys ordinary shares is pending with The Calcutta Stock Exchange Ltd. (CSE), in spite of the fact that company had submitted all relevant information asked by CSE. Company had also requested SEBI to interfere in the matter and direct CSE to delist the shares of the Company as the Company had complied with all statutory requirement. Company on its own had stopped filing of information to CSE and listing fee. The Foreign Currency Convertible Bonds (FCCBs) issued by the Company are listed on the Singapore Stock Exchange.

DIRECTORS

Mr. S. H. Ruparell, Dr. B. C. Jain, Mr. G. C. Srivastava and Mr. Raman Chopra, Directors retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their appointments at the ensuing Annual General Meeting.

Mr. Tej Malhotra, Sr. Director (Operations) was re-appointed as Whole Time Director for a period of two years with effect from May 5, 2010 subject to the approval of the shareholders. The Board recommends their appointments at the ensuing Annual General Meeting.

The Board of Directors had appointed Mr. Vijay Kumar as an Alternate Director to Mr. S. H. Ruparell w.e.f July 18, 2009. However, by virtue of operation of Section 313(2) of the Companies Act, 1956, the position of alternate director has vacated with effect from April 26, 2010. Your Directors wish to record their gratitude and appreciation for the contribution made by Mr. Vijay Kumar during his tenure as Director of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of this Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are set out in Annexure to this Report and forms part of the Report. However, as per the provisions of Section 219 (1)(b) (iv) of the Companies Act, 1956, the Report and the accounts are being sent to the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

STATUTORY AUDITORS

M/s Jayantilal Thakkar & Co., Chartered Accountants and M/s Rahul Gautam Divan & Associates, Chartered Accountants, the Joint Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received certificates from the auditors to the effect that their re-appointment, if made, would be in accordance • with Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment. COST AUDITORS

The Board has appointed M/s R J Goel & Company, Cost Accountants, New Delhi, M/s L S Sathiamurthi & Co., Cost Accountants, Chennai and M/s N D Birla & Co., Cost Accountants, Ahmedabad as Cost Auditors for the Soda Ash division, Yam division (Madurai) and Home Textile division (Vapi) of the Company respectively under Section 233B of the Companies Act, 1956 for the financial year 2010-11. AUDITORS OBSERVATION

The Auditors have qualified on certain matters and the same are clarified in notes on accounts no. 2,4 and 35 which are forming part of Balance Sheet as at March 31, 2010 and profit and Loss Accounts for the year ended on that date, are self explanatory and therefore do not call for any further comment U/s 217 (3) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2010 the applicable accounting standards have been followed and there has been no material departure;

b. appropriate accounting policies have been selected by them and applied the same consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profits of the Company for the financial year ended March 31, 2010;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the annual accounts for the financial year ended March 31, 2010 have been prepared by them on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks, and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank the shareholders, bondholders, customers, suppliers, lenders and distributors for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

For GHCL Limited

Date: July 29, 2010 SANJAY DALMIA

Place: New Delhi Chairman