It gives us immense pleasure to present the 62nd Annual
Report of your Company, along with the audited financial
statements for the financial year 2024-25. This report
outlines the performance, strategic developments, and key
achievements of the Company during the year under review,
as your Directors remain committed to transparency,
accountability, and long-term value creation for all
stakeholders.

Financial Performance

FY 2024-25 was a year of steady growth and robust financial
performance for your Company. The Company's focus was on
operational discipline, strategic resource allocation, and cost
optimization. Despite evolving macroeconomic challenges,
your company continued to strengthen its core competencies
and delivered consistent performance.

The Company recorded its second highest ever annual
revenue from operations and third highest Profit Before Tax,
as a result of strategic production management in core
mineral segments and sustained improvements in efficiency.
Margins remained healthy, supported by higher volumes in
lignite sales and a significant increase in bauxite production.

To ensure transparent and comprehensive performance
analysis, the following key financial metrics are presented for
the current and previous financial years:

Key Financial & Operational Metrics ( in Crore)

Lignite Production and Revenue

Apart from expanding the customer base, these
engagements provided an opportunity to interact with
existing customers as well wherein they were able to raise
their concerns and suggest improvement areas for the
Company. Your company took measured approach and
addressed legacy issues affecting the client base and worked
towards building an ecosystem for sustainable development
of all stakeholders.

Our efforts focused on understanding customer needs, re¬
engaging inactive customers, and expanding our reach within
Gujarat and beyond, ensuring GMDC remains a trusted
partner for industries across diverse markets.

Overcoming Monsoon Challenges: Driving Sales Through
Strategic Initiatives

Historically, monsoon seasons posed significant sales
challenges for your Company, with reduced volumes
becoming a recurring concern. Further, monsoon brings an
opportunity to push its lignite easily into the market as the
usually competitive imported coal's prices skyrocket owing to
seasonal challenges. Recognizing this pattern, your Company
implemented targeted strategic initiatives in FY 2024-25 to
address these seasonal obstacles and transform performance
outcomes.

Through focused monsoon planning and operational
excellence, your Company successfully reversed this trend,
delivering exceptional Q2 sales of 16 lakh tonnes the highest
volume achieved in three years. This breakthrough was
accomplished by implementing best practices and enhanced
operational standards specifically designed to counter
seasonal demand fluctuations. The efforts included mining
strategies to avoid disruptions during peak monsoon and best
in class isolation practices to cover up the Lignite to minimise
moisture ingression while stacking and dispatching as well.

Key Strategic Measures

New Frontiers - Pioneering Resource Leadership with
Purpose

FY 2024-25 was a landmark year in your Company's journey
of strategic diversification and national value creation.
Adhering to its 6-decade legacy of powering Gujarat's
industrial growth, your Company ventured into new
geographies, minerals, and energy verticals with a balanced
approach rooted in environmental stewardship, stakeholder
trust, and forward-looking governance.

Each initiative taken this year is a testament to your
Company's growing role as an integrated resource
organisation supporting India's vision of self-reliance, clean
energy transition, and equitable development.

Copper Project - From untapped reserve to strategic lead

In the global landscape, copper stands as a mineral of
strategic importance, primarily driven by the imperative of

the clean energy transition. Its exceptional electrical and
thermal conductivity makes it indispensable for electric
vehicles, renewable energy infrastructure such as solar and
wind power installations, and the modernization of vast
electric grids. This evolving paradigm presents a significant
opportunity for your Company, aligning with its strategic
vision for diversified growth. Your Company is actively
progressing a pre-feasibility study for a benefication plant for
its copper project at Ambaji in Gujarat, making a pivotal step
towards contributing to India's resource security and
leveraging the escalating global demand for this vital metal.

Your Company has made significant progress in
operationalising its copper project near Ambaji in
Banaskantha, with exploration initiated over a 184-hectare
area. With 7.3 million tonnes of reserves containing Copper,
Lead, Zinc, and trace elements like Silver, Cadmium,
Germanium, and Selenium, this project is among the richest
globally in metal concentration.

A benefication plant is proposed to recover multiple metal
streams for electronics, transport, clean energy, and export
markets. With stakeholder engagement and environmental
planning underway, the project marks your Company's formal
entry into non-ferrous mining, aligned with India's
Atmanirbhar Bharat vision in strategic metals.

Your Company's Strategic contribution towards National
Critical Mineral Mission

As the world advances toward a future centered on clean
energy, digital technologies, and national security, Rare Earth
Elements (REEs) have become indispensable. Your Company
is leading a crucial initiative to develop India's REE potential
through its project in Gujarat, positioning the state as a
strategic center for rare earth processing hub.

The deposit under development contains Light Rare Earths,
and your Company will produce Total Rare Earth Oxides
(TREOs). These are essential for a range of high-value and
critical applications. The elements targeted for extraction,
such as Lanthanum (La) and Cerium (Ce), play a vital role in
NiMH batteries used in portable equipment, optical lenses for
thermal and night vision systems, polishing of missile domes
and advanced sensors, fuel catalysts, and La-alloys used in
armour-grade steel. While, Neodymium (Nd) and
Praseodymium (Pr) have significant applications in the
defence, aviation, and automobile sectors aimed at building a
complete "mine to magnet" value chain.

With Gujarat's strong industrial foundation, supportive policy
environment, and advanced infrastructure, the state is well
placed to attract investment in key sectors such as defence
manufacturing, electric mobility, renewable energy, and
aerospace. This initiative will reduce India's reliance on REE
imports, enhance critical mineral security, and elevate the
country's position among the top global players in the rare
earth sector. Your Company's Rare Earth initiative represents
a strategic step toward Aatmanirbhar Bharat and Viksit
Gujarat aiming at responsible resource utilisation,
environmental stewardship, and inclusive local development.

Coal Gasification - Venturing into clean energy value-
added business

In keeping with India's National Coal Gasification Mission, your
Company has initiated feasibility studies for coal and lignite
gasification to produce cleaner fuels such as syngas,
methanol, and hydrogen. This transition enables better
environmental performance from your Company's existing
fuel assets while unlocking new applications in fertilizers,
petrochemicals, and power.

The initiative positions your Company to be an early mover in
future-ready industrial fuels, combining circular economy

principles with energy innovation.

Renewable Energy Additions - Contributing towards
green goals

During FY 2025 a strategic intervention has been initiated for
Solar and Hybrid C & I power generation. A dedicated internal
committee was set up to identify locations, structure SPV
frameworks, and engage industrial power consumers for
long-term partnerships.

Your Company plans to repurpose mined out land for clean
energy installations, creating synergies between land
restoration and decarbonisation. This initiative underscores
your Company's broader identity from a mining PSU to a
climate-aligned energy and resource enterprise.

Thermal Power Project

In pursuit of operational capabilities, your Company launched
Project Disha in collaboration with industry domain experts /
consultants. This strategic initiative aims to revitalise ATPS
and unlock its full potential as a key component of Gujarat's
energy value chain. For your Company, ATPS is strategically
important as it supports energy security and ensures reliable
power supply. This aligns with your Company's vision of
integrated growth across mining and energy.

A detailed assessment has led to the selection of asset
turnaround as the optimal strategy. Under the meticulous
supervision of L&T - S&L (our Project Management
Consultant), specialised work packages have been defined to
guarantee a successful overhaul. Esteemed and technically
skilled service providers, including Honeywell for upgrading
the central DCS and instrumentation system, OEM Ansaldo
along with Power Mech Projects for boiler, ESP, and turbine
overhaul, and Macgele for the BOP package, have been
enlisted through a rigorous quality-cum-cost based selection
process.

The transformation is currently underway and in its final stage
with anticipated post-turnaround improvements expected to
enhance both operational and financial performance -
projecting over 80% plant availability and profitability. This
reliable and efficient power output from ATPS is anticipated
to drive economic growth and community development,
symbolising a leap towards a sustainable future.

Renewable Power - Existing Business

During FY 2024-25, the Company's renewable energy
operations comprised wind and solar power projects with a
total installed capacity of 205.9 MW, including 200.9 MW from
seven wind projects and 5 MW from a solar project at
Panandhro. The wind projects generated a total of 320.92
million units (MU), achieving a plant load factor (PLF) of
18.24% and a machine availability (MA) of 90.82%, resulting in
a total revenue of ?122.70 crore and a profit of ?38.59 crore.
Among these, the Rojmal wind project delivered the highest
generation of 88.28 MU with a PLF of 20.16%, contributing
?36.33 crore in revenue and ^15.91 crore in profit. The
Adodar (Gorsar) project demonstrated the highest PLF at
26.74%, while Lathedi (Bada) was the only project to report a
marginal loss.

In solar operations, the Panandhro solar plant generated 6.60
MU at a PLF of 15.14%, earning ?3.2 crore in revenue and a
profit of ?0.73 crore.

Enhancing Bauxite Operations

Your Company strengthened its bauxite operations in FY
2024-25 by achieving record-high sales volumes of 5.0 lakh
tonnes, a significant rise from 3.20 lakh tonnes in the previous
year. This sharp growth translated into a revenue contribution
of ?105 crore, making bauxite the largest contributor to our
total non-lignite revenue.

The surge was driven by strategic initiatives such as expanded
customer outreach, improved inventory management at
Gadhsisa, and well-timed auctions of non-plant grade bauxite
from Mevasa, which aligned with peak market demand and
yielded higher realizations. Operational best practices,
including optimized stacking, grading, and dispatch
coordination, alongside proactive monsoon planning,
ensured uninterrupted operations and safeguarded material
quality. These collective efforts have reinforced your
Company's leadership in Gujarat's bauxite market, serving
critical industries such as cement and aluminum, and set a
robust foundation for continued growth in the non-lignite
segment.

Boosting Bentonite and Ball Clay Markets

Bentonite and Ball Clay been traditionally having a very poor
visibility in overall your Company's revenue share as these are
the byproduct to our lignite operations. Adhering to the
principles of mineral conservation, your Company took a step
back and revisited the potential of these minerals and
conducted a holistic market diagnostic study.

Based on which, bentonite and ball clay operations saw robust
growth, with increased sales from projects in Kutch and
Rajpardi. By expanding our customer base, we deepened our
market penetration in Gujarat, catering to industries like
ceramics and construction, reinforcing our commitment to
reliable supply for diverse applications.

Leveraging Silica Sand for Sustainable Value Creation

In your Company, silica sand previously treated as overburden
at our Rajpardi lignite mine has been successfully
repositioned as a valuable byproduct, aligning with our
commitment to mineral conservation and sustainable mining
practices.

In FY 2024-25, the company achieved notable sales growth of
~255% by repurposing this material, supporting the
glassmaking and foundry industries in Gujarat. By entering
into long-term supply arrangements with key industrial
clients, we have not only created an additional revenue
stream but also promoted responsible resource utilization,
reducing waste and contributing to a circular mining
economy. This initiative underscores your Company's
approach to maximizing value from existing assets while
reinforcing environmental stewardship.

Expanding Fluorspar and Manganese Reach
Fluorspar Growth Potential

The growth in global chemical demands and increasing use of
fluorite in Cement, Iron & Steel, Glass Industries is driving the
demand of fluorspar and its global market is projected to
grow at 5-6% CAGR. In India, the market growth of
fluorochemicals is driven by downstream sectors like
automobile, air conditioning, refrigeration, construction, cold
storage and pharma / life science segments and this demand
is currently fulfilled by mostly imports which contribute close
to 95% of demand.

With this rising demand for fluorspar across Gujarat and India,
your Company successfully revived operations at its Kadipani
Fluorspar Project which is the only major source of fluorspar in
India. In FY 2024-25, your Company achieved 100% sale of
production (1,156 MT), supporting domestic industry needs
and reducing import dependence. This revival strengthens
your Company's position as a reliable supplier of a strategic
mineral and sets the stage for long-term value through
potential beneficiation.

Manganese

Your Company has been prioritizing sustainability in its mining
value chain to maximize the resource potential of minerals.
Following this new approach for Shivrajpur, the manganese
operations were revived wherein the earlier segregated low-
grade manganese will be finding its way into the market to
appropriate consumers. Additionally, the earlier Manganese
Supply Agreement of 2018 with M/s Aikya Chemical Private
Limited was concluded, addressing various operational
aspects and new ore grades were introduced to determine
the basic price of manganese and identify relevant
stakeholder. This positions your Company to play an
expanding role in India's critical mineral ecosystem as
manganese is one of the critical minerals identified by the
Government of India.

Odisha Coal Blocks - Scaling Beyond Gujarat

Under Project SHIKHAR, your Company continued building a
robust coal business in Odisha, with progress across three

blocks Baitarni West, Burapahar, and Kudanali-Lubri. Baitarni
West, the flagship project with over 1,000 million tonnes of
geological reserves and a peak capacity of 15 MTPA, has
achieved key milestones including mining plan approvals and
public consultations.

Agencies have been mobilised for land acquisition,
environment and forest clearance, and rehabilitation. These
blocks will cater to India's industrial energy needs and
strengthen your Company's diversified resource base beyond
Gujarat.

Next-Gen Lignite Expansion - Building Tomorrow's Energy
Backbone

To ensure long-term lignite availability and replace depleting
legacy mines, your Company undertook its most ambitious
lignite expansion comprising six new mining projects across
Kutch and South Gujarat. These include Lakhpat, Panandhro
Extension, Bharkandam, Ghala, Valia, and Damlai, collectively
adding 482.9 million tonnes of reserves to Gujarat's energy
supply base.

All mines are at various stages of implementation, with mining
contracts awarded, land acquisition underway, and phased
development aligned with environmental protocols. This
lignite pipeline will serve Gujarat's MSME sector, reduce
dependence on imported coal, and strengthen your
Company's role as a key contributor to the state's energy
resilience.

Strengthening Core Business

s_>

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6 New Lignite Projects

\_/

~483 MT of Lignite Reserves

The New LIgnite projects will cater the

market of Kutch & South Gujarat region

as a lifeline for power & energy requirement

\_/

Strategic Opportunities

Monetising Major Limestone Reserves in Kutch to Establish
a Cement Hub in Gujarat

Your Company holds three greenfield lignite blocks in
Western Kutch, Gujarat, underlain by an estimated 2.5 billion
tons of cement-grade limestone one of the largest such
reserves in India. As part of its strategic diversification, your
Company aims to monetize this resource in three phases over
the next 3-5 years: Lakhpat Punrajpur (Wave I), Panandhro
Extension (Wave II), and Bharkandam (Wave III). In Wave I, your
Company offered 800 million tons through an EOI and
competitive bidding process, culminating in the selection of
three companies. A long-term supply agreement has been
signed with J K Cement Ltd., and agreements with the other
successful bidders are underway. These initiatives are part of
your Company's vision to transform Western Kutch into a
major cement production hub, leveraging its coastal
advantage, market access, and efficient logistics. The
initiative is expected to spur industrial development, attract
investments, create employment, and significantly
contribute to the State Exchequer through various mineral
and tax revenues.

Strategic Collaboration with GACL For Development of
Hybrid Renewable Energy Project

Your Company proposes to jointly develop a 270 MW Hybrid
Renewable Energy (RE) Captive Project (comprising 135 MW
Solar and 135 MW Wind) in collaboration with Gujarat Alkalies
and Chemicals Limited, a company promoted by Government
of Gujarat. After evaluating various implementation models
and financial structures, a Memorandum of Understanding
(MoU) has been entered into with GACL to establish a Special
Purpose Vehicle (SPV) with an initial shareholding of your
Company at 51% and GACL at 49%. The SPV will subsequently
invite a strategic Developer through a transparent bidding
process, after which the shareholding will be restructured as:
Developer - 51%, GACL - 26%, and your Company - 23%. The
project is estimated to require a total capital outlay of ?1,670
crore, with an equity contribution of ?500 crore. Your
Company will play a lead role in identifying and arranging land
and will ensure that appropriate contractual arrangements
are in place for eventual asset.

Dividend

Your Directors are pleased to recommend a dividend of
?10.10 per share on the face value of ?2 per share. This
recommendation results in a total dividend payout of ?321.18
crore on the paid-up equity share capital of ?63.60 crore. The
company adheres to the dividend distribution policy issued by
the Government of Gujarat (GoG). The Dividend Distribution
Policy of the Company is readily available on the Company's
website :

https://www.gmdcltd.com/about/corporate-policies-gmdc/

Transfer Of Unclaimed Dividend To Investor Education And
Protection Fund

In compliance with Section 124 of the Companies Act, 2013,
and relevant provisions thereof, any unclaimed or unpaid
dividends for the financial year 2017-18 will be transferred to
the Investor Education and Protection Fund (IEPF) established
by the Central Government on the specified due date.
Additionally, pursuant to the IEPF Authority (Accounting,
Audit, Transfer, and Refund) Rules, 2016, the company will
transfer shares of shareholders who have not claimed their
dividends for a consecutive period of seven years.

Taxation

The Income Tax assessment for the Financial Year 2022-23 has
been concluded, with the Company contributing ?246 crore
towards income tax for the year under review.

Internal Audit

M/s Ashok Chhajed & Associates, Chartered Accountants,
have conducted the internal audit of the Company during the
reviewed period.

Statutory Audit

M/s Dhirubhai Shah & Co. LLP, Chartered Accountants, were
appointed as the Statutory Auditors for the Financial Year
2024-25 by the Comptroller & Auditor General of India.

Audit by Comptroller & Auditor General of India

As a Government entity, your Company underwent a
supplementary audit of its financial statements for the year
ended 31st March, 2025, as mandated by Section 143(6)(a) of
the Companies Act, 2013. The Comptroller & Auditor General
(C&AG) has not raised any adverse comments or issued
supplementary reports alongside the statutory auditors'
report. Detailed observations of the C&AG are provided in
Annexure I.

Cost Audit

The Cost Audit Report for the Financial Year 2023-24 was
submitted on 23.08.2024. For the Financial Year 2024-25, M/s
Dalwadi & Co., Cost Accountants, have been appointed as the
Cost Auditors of the Company.

Secretarial Audit

In compliance with Section 204 of the Companies Act, 2013,
M/s. Vivek Vakharia & Co., Practicing Company Secretaries,
have been engaged to perform the Secretarial Audit for the
financial year 2024-25. The detailed Secretarial Audit Report
is appended as Annexure II.

Compliance of Secretarial Standards

The Company has complied with the relevant Secretarial
Standards in its operations.

Particulars of Employees

Your Company did not engage any individual who received
remuneration amounting to ?1,02,00,000 or more for the
entire financial year, or those who received ?8,50,000 or more
per month for part of the year, in accordance with Rule 5 (2) of
the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014. The details of other
employees, as required under Section 197 (1) of the
Companies Act, 2013, read in conjunction with Rule 5 (1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are provided in
Annexure III of the Board's Report.

Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo

Further disclosures pertaining to the conservation of energy,
technology absorption, and foreign exchange earnings and
outgo, as mandated by Section 134(3)(m) of the Companies
Act, 2013, and Rule 8(3) of the Companies (Accounts) Rules,
2014, are comprehensively detailed in Annexure IV.
Annexure IV constitutes an integral part of this report.

Business Responsibility and Sustainability Report

Pursuant to the directive from the Securities and Exchange
Board of India (SEBI), the first 1000 listed entities are required
to include a Business Responsibility and Sustainability Report
within their Board's / Annual Report starting from the fiscal
year 2023-24. Therefore, as mandated by Regulation 34 of
the SEBI (LODR) Regulations, 2015, the Business
Responsibility and Sustainability Report is enclosed herewith
as Annexure-V.

Material Changes

There have been no substantial alterations or commitments
that have impacted the financial position of the Company
between the end of the relevant financial year and the date of
this report.

Risk Management

In your Company, risk management is a strategic enabler
embedded within its decision-making processes. The
Company has adopted a robust Enterprise Risk Management
(ERM) Framework. This framework helps in effectively
managing uncertainties, responding to potential threats, and
capitalizing on emerging opportunities. It begins with clearly
defining the scope, context, and criteria of risk, in line with the
company's internal dynamics and external environment. Your
Company's approach emphasizes a comprehensive risk
assessment process. This process encompasses risk
identification through stakeholder engagements, risk
analysis that evaluates likelihood and impact, and risk
prioritization based on risk ratings. This enables the company
to focus on critical risk areas that could affect strategic and
operational objectives.

Particulars of Loans, Guarantees, or Investments under
Section 186 of the Companies Act, 2013

Your Company did not extend any loans or guarantees under
the purview of Section 186 of the Companies Act, 2013.

Deposits

Your Company neither accepted nor renewed any deposits
during the fiscal year under review.

Particulars of Contracts or Arrangements with Related
Parties

Throughout the fiscal year, all transactions between your
Company and related parties were conducted in accordance
with standard business practices and at arm's-length.
Importantly, there were no contracts, arrangements, or
transactions with related parties that would qualify as
material under Section 188 of the Companies Act, 2013,
consistent with your Company's Related Party Transactions
Policy. As a result, the disclosure requirement under Form
AOC - 2, as specified in Section 134 (3) of the Companies Act,
2013, does not apply. Furthermore, transactions with other
government entities are exempted under both the

Companies Act, 2013, and the SEBI (LODR) Regulations, 2015,
owing to your Company's governmental status. The
Company's Policy on Related Party Transactions is readily
accessible on the Company's website:

https://www.gmdcltd.com/download/Corporate-Policies.

Explanation or comments on qualifications, reservations
or adverse remarks or disclaimers made by the Auditors
and the Practicing Company Secretary in their reports.

In response to the observations made by the Practicing
Company Secretary in their report regarding the constitution
of certain Board Committees, it is clarified that the Company,
being a Government Company, is subject to the
administrative control of the Government of Gujarat. The
appointment of Directors on the Board is carried out by the
Government in accordance with the provisions of Section
149(6) and other applicable provisions of the Companies Act,
2013. As a result, there was a time lag in the constitution of
the Nomination and Remuneration Committee, Stakeholders
Relationship Committee, and Risk Management Committee
as per statutory requirements. However, the Company has
taken necessary steps to comply, and the constitution of the
said Committees was completed by February 2025.

Annual Return

The annual return, as required by Form No. MGT-7 under
Section 92(1) of the Companies Act, 2013, in conjunction with
Rule 11 of the Companies (Management and Administration)
Rules, 2014, is accessible for review on the Company's official
website: https://www.gmdcltd.com/annual-return/.

Your Company's Policy on Directors' Appointment,
Remuneration, and Duties Discharge

As a Government Company, the Government of Gujarat
appoints Directors to your Company, with the exception of
Independent Directors. Your Company compensates its
Directors exclusively through sitting fees and reimbursement
of out-of pocket expenses. The appointment of Independent
Directors necessitates shareholder approval at General
Meetings. Except for the Managing Director, all Directors of
your Company hold non-executive positions.

Number of Board Meetings Held

During the Financial Year under review, a total of five (5)
Board Meetings were convened.

Board of Directors

During the year under review, the Government of Gujarat,
appointed Smt. Mamta Verma, IAS, Principal Secretary,
Industries and Mines Department, as a Director on the Board
of the Company vice Shri S J Haider, IAS.

Shri S B Dangayach and Shri Nitin Shukla ceased to be the
Independent Director due to completion of their two
consecutive terms.

Pursuant to the requirement of SEBI (LODR) Regulations,
2015, read with the Companies Act, 2013, Dr. Sharvil Patel and
Shri Rajinder Khanna, IPS (Retd.) were appointed as
Independent Directors on the Board of your Company.
Directors' Responsibility Statement

Pursuant to the requirements of Section 134 (3) (c) read with
Section 134(5) of the Companies Act, 2013, the Directors
affirm that:

• The Financial Statements for the Financial Year ended 31st
March, 2025, have been prepared in accordance with the
applicable accounting standards, with proper explanation
provided for any material departures;

• They have selected and consistently applied accounting
policies, made reasonable and prudent judgements and

estimates, to present a true and fair view of the company's
state of affairs as at 31st March, 2025, and of its profit and
loss for the year then ended;

• Adequate accounting records have been maintained in
accordance with the provisions of the Act, ensuring the
safeguarding of the company's assets and the prevention
and detection of fraud and other irregularities, if any;

• The Financial Statements have been prepared on a going
concern basis;

• Internal financial controls have been laid down by the
Directors, which are adequate and were operating
effectively; and

• Proper systems have been devised to ensure compliance
with all applicable laws, and such systems were adequate
and operating effectively.

Declaration of Independent Directors

The Independent Directors affirm their adherence to all the
requirements stipulated under Section 149(6) of the
Companies Act, 2013, thus qualifying them for appointment
as Independent Directors in accordance with statutory
provisions and applicable regulations.

Disclosure of Composition of Audit Committee and
Implementation of Vigil Mechanism

During the reviewed period, the Audit Committee was
constituted with the following members:

• Shri S B Dangayach, Independent Director, Chairman (Upto

09.10.2024)

• Smt. Gauri Kumar, IAS (Retd.), Independent Director
Chairperson (From 09.10.2024)

• Ms. Arti Kanwar, IAS, Director, Member

• Shri Nitin Shukla, Independent Director, Member (Upto

09.10.2024)

• Dr. Sharvil Patel, Independent Director, Member (From

17.01.2025)

• Prof. Shailesh Gandhi, Independent Director, Member

Your Company has instituted a comprehensive Vigil
Mechanism Policy to uphold the highest standards of ethical
conduct and corporate governance. This policy provides a
secure and confidential framework for employees, Directors,
and stakeholders to report genuine concerns related to
unethical behaviour, actual or suspected fraud, or violations
of the Company's code of conduct. This policy incorporates
necessary safeguards to shield employees and Directors from
any form of retaliation for reporting concerns. Furthermore,
direct access to the Chairperson of the Audit Committee
has been facilitated for reporting issues related to employees
and company interests. The Vigil Mechanism Policy
is accessible on your Company's official website under
the 'Corporate Policies' section

https://www.gmdcltd.com/about/ corporate-policies-gmdc/

Disclosure under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013

Your Company has instituted a Sexual Harassment Policy in
compliance with the provisions set forth in The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been established to handle grievances
related to sexual harassment. This policy applies to all
employees, encompassing permanent, contractual,
temporary, and trainee personnel.

Summary of sexual harassment complaints received and
addressed during the fiscal year 2024-25:

• Number of complaints received: 0

• Number of complaints resolved: 0

• Number of complaints pending for more than 90 days : 0
Compliance with the Maternity Benefit Act, 1961

The Company hereby confirms that it has complied with the
provisions of the Maternity Benefit Act, 1961, including
amendments thereto, relating to maternity benefits and
other entitlements to female employees during the financial
year 2024-25.

Consolidated Financial Statements

The Consolidated Financial Statements of your Company have
been diligently prepared in accordance with the Indian
Accounting Standards (Ind AS) prescribed under Section 133
of the Companies Act, 2013, and the Companies (Indian
Accounting Standards) Rules, 2015, along with other
applicable statutory provisions. These statements constitute
an essential part of this Annual Report. Furthermore, a
statement outlining the key aspects of the Financial
Statements of Subsidiaries / Associate Companies / Joint
Ventures, as per the specified format AOC - 1, is included in
Annexure VI.

Corporate Governance

In adherence to the SEBI (Listing Obligations & Disclosure
Requirement) Regulations, 2015, a detailed Corporate
Governance Report is appended in Annexure VII of this
Annual Report.

Management Discussion & Analysis

Pursuant to the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 201 5, the Management
Discussion and Analysis report is incorporated in
Annexure VIII, and constitutes an essential component of this
report.

Environmental Stewardship and Sustainability Initiatives

Lignite remains a vital source for thermal energy generation.
Your Company firmly upholds that environmental
conservation is of paramount importance alongside fostering
progress and development, in alignment with the Hon'ble
Prime Minister's vision to establish India as a Green Energy
nation.

To mitigate pollution, your Company has integrated
Electrostatic Precipitators (ESPs) within the Thermal Power
Project to regulate emissions from boiler stacks. Additionally,
Dry Fog Systems have been implemented to control fugitive
dust emissions during material handling via conveyors.
Strategically, the Company is planning the installation of
Continuous Ambient Air Quality Monitoring Stations to
enhance environmental monitoring practices. Your Company
actively promotes an ethos of environmental and health
consciousness, striving towards carbon and climate neutrality
through exemplary operational and managerial practices.
Noteworthy initiatives include the adoption of drip irrigation
techniques, installation of Fog canon for effective dust
suppression with efficient water utilization, the utilisation of
recycled water from Mining pits. Further, enhancing
environmental stewardship, your Company has installed a
containerised Reverse Osmosis (RO) plants at Two of its
Lignite Projects to treat mine pit to use it for various purposes,
alongside ongoing efforts to explore innovative technologies
for its advanced treatment and utilisation. Managing of the
Sewage at one of the Lignite Project of your Company, a
Packaged FRP based Sewage Treatment Plant is under
installation of capacity 25 KLD and the treated water is
planned to be recycled for Gardening purposes on site.

As an effort towards Waste Management, the Company
launched a Fly Ash Brick Plant at its Akrimota Thermal Power
Station (ATPS), Kutch. The plant aims to utilise fly ash
generated at the power station to manufacture eco-friendly
bricks. This initiative reflects your Company's continued focus
on effective waste management, sustainable resource
utilisation, cost-effective operations, and promotion of
circular economy principles. It also reinforces the Company's
commitment to responsible environmental practices and
infrastructure self-sufficiency at sites.

As part of our commitment to community and ecological
responsibility, your Company has cultivated "Napier and
Hathi" grass at its Mine in Kutch and has been successful which
will be planned to initiate at a large scale to support the
nourishment of cattle, contributing to the welfare of local
livestock and promoting harmony between people and
nature.

Emphasising greenbelt development, your Company has
successfully conducted extensive plantation drives during
FY 2024-25, resulting in the planting of 98,118 saplings across
84.75 hectares of mine lease and residential colony areas.
These efforts were collaboratively undertaken with the State
Forest Department, local villages, and societies, among other
stakeholders.

Industrial Relations, Health & Safety

Your company remains firmly committed to ensuring a safe
and healthy work environment for its employees, contractors,
and visitors. This report highlights your Company's
comprehensive approach to safety management,
encompassing proactive risk identification, strict regulatory
compliance, and a continuous focus on improving safety
practices across all operations.

In line with your Company's commitment to enhancing
workplace safety and health standards, special training
programme on the Safety and Health Management System
(SHMS) Audit was conducted by a distinguished professor
from the Indian Institute of Technology (IIT), Kharagpur as per
Ministry of Coal guidelines, reflecting your Company's
continued commitment to strengthening workplace safety
and health standards. The programme brought together
safety officers, mine managers, and key personnel from
various project sites to enhance their understanding of SHMS
guidelines and audit procedures.

Your Company proactively organizes comprehensive medical
examinations, skill-enhancement vocational training sessions,
and critical first aid and firefighting workshops to safeguard
employee well-being and foster a culture of safety awareness,
resilience, and emergency preparedness across all
operational sites.

A Bipartite Safety Review Meeting was held at the Company's
Corporate Office in March 2025 between your Company
Management and Trade Union representatives. The meeting
focused on reviewing safety practices and strengthening
workplace safety through mutual collaboration.

Your company proudly holds ISO 45001:2018 certification at
the project level, reflecting our strong commitment to
Occupational Health and Safety (OH&S). This certification
highlights our dedication to implementing effective OH&S
management systems that prioritize the well-being of our
workforce and stakeholders.

During the reporting period, the Company maintained
positive and collaborative industrial relations with union
representatives. This cooperative environment encouraged
open dialogue and mutual support, enabling the effective
resolution of concerns and the achievement of common

goals. The Company successfully concluded the Charter of
Demand in alignment with the Seventh Pay Commission with
the Employee Unions, which was duly approved by the
Government of Gujarat.

Corporate Social Responsibility

Well before Corporate Social Responsibility (CSR) became the
by-word in corporate circles, your Company has had a history
of enduring associations with communities and regions of its
operations. It established the Gramya Vikas Trust (GVT) as the
company's dedicated social development arm in 1991 for
materializing its CSR vision. Today, GMDC-GVT aligns its CSR
projects in accordance with the provisions of Companies
(Corporate Social Responsibility Policy) Amendment Rules,
2021. The company has been steadily enhancing its outlay for
community development projects and in FY 2024-25, its CSR
stood at 25.50 crore (Excluding donation of ? 52.94 Crore in
kind).

Your Company's CSR activities touched an estimated 3.82 lakh
community members across 290 villages in Gujarat and
Odisha. The projects cover Bharuch, Bhavnagar, Chhota
Udepur, Devbhumi Dwarka, Kutch, Panchamahals and Surat
districts in Gujarat, and Angul and Sundargarh districts in
Odisha.

As they stand today, the company's CSR initiatives have
evolved into a comprehensive and interdependent matrix of
programmes. The thrust areas include healthcare, education,
skill development, infrastructure, environmental
sustainability, and culture & heritage. Within the local context
of a village, these programmes reinforce and build upon each
other, and their impact has been most apparent at the
household level, when families start to become more
resilient, economically stable and equipped to seek new
opportunities.

Its strategy for CSR focuses on:

• Creation of stakeholder value, community impact and
corporate longevity

• Development of products or services that have intrinsic
societal value

• Cost-efficient, long-term scalable programmes with wide
outreach

• Community-driven programmes with long-term
sustainability

GMDC-GVT has had a long involvement in the improvement of
access and delivery of health services within its project areas.
Its initial initiatives focused on basic interventions, and the
problem of bringing in skilled doctors and paramedics willing
to work in remote areas was complex and difficult to
surmount. However, its years of grassroots work allowed it to
build on experience and navigate through the multiple field
challenges. After making a detailed assessment of the disease
burden, risk factors and healthcare accessibility in its project
areas, GMDC-GVT rolled out its flagship healthcare initiative,
the Jan Chikitsa Seva (JCS) Programme.

GMDC Atul Vidyalaya, established in June, 2024 is a
collaborative initiative between GMDC-GVT and Atul
Vidyalaya to bring English-medium education for the first
time in Kadipani, in Gujarat's Chhota Udepur district. The
school caters to children within a 20 km radius, and all villages
surrounding it are deeply tribal. Nestled within hills, urban
influences are by and large out of reach for these forest-based
communities. Against this backdrop, GMDC Atul Vidyalaya
seeks to become an institution of educational excellence for
all children in and around Kadipani, including those from

GMDC colony as well as the villages. Preparing to become a
CBSE affiliate, the school currently runs classes upto Grade 2.

Another bold initiative conceived by GMDC-GVT is the
Samarthya Employment Oriented Skill Training Programme.
Aimed at youth in Gujarat and Odisha, this programme has
been conceived as a critical bridge between education and
employability. Like JCS, it too was launched in 2023, and now
offers a plethora of short-term courses in 12 different
vocations. The Programme has partnered with experienced
training agencies to run its six residential skill training centers
where all candidates undergo technical as well as soft-skill
training, and also receive support for placements and on-the-
job training.

CSR impact assessment is mandatory and governed by section
135 of Companies Act, 2013 and the Companies (CSR policy)
Rules 2014 under Rule 8. Accordingly, services of Institute of
Rural Management, Anand (IRMA) and Indian Institute of
Public Health (IIPH) were commissioned during the year.

Both institutions have submitted their reports and their
findings point to the synergistic impact of CSR programmes.
They highlight the importance of a holistic approach, where
education, infrastructure, healthcare, and environmental
sustainability work in tandem to drive lasting development
and economic empowerment. GMDC's CSR Arm, GMDC-GVT
also received FIMI Sitaram Rungta Award 2023-24 for its
credible and systematic work.

A detailed CSR annual report is available in Annexure IX of
this report, which forms an integral part. The company's
CSR policy can be accessed at

https://www.gmdcltd.com/about/corporate-policies-gmdc/

Acknowledgement

The Board of Directors expresses its sincere appreciation for
the unwavering commitment, dedication, and collaborative
spirit demonstrated by the officers, employees, and workers
of your Company at all levels. The Directors also extend their
gratitude to the Company's investors for their continued trust
and confidence.

The Board acknowledges with gratitude the invaluable
support received from various departments of the Central
Government, including the Ministry of Environment, Forest
and Climate Change, Ministry of Coal, Ministry of Mines,
Ministry of Atomic Energy, Indian Bureau of Mines, and the
Directorate General of Mines Safety.

Further, the Directors convey their thanks to the Government
of Gujarat, particularly the Industries & Mines Department,
Energy and Petrochemicals Department, Gujarat Electricity
Regulatory Commission, Finance Department,
Commissionerate of Geology and Mining, and Gujarat
Pollution Control Board, among others.

The Board also places on record its appreciation for the
assistance extended by departments of the Government of
Odisha, including the Industries Department, Odisha
Industrial Development Corporation, and relevant district
authorities.

In addition, the Directors sincerely thank the Company's
strategic transformation partners, advisors, customers, and
shareholders for their continued cooperation and support.

For and on behalf of the Board of Directors,

Date: 25th July, 2025 Dr. Hasmukh Adhia, IAS (Retd.)

Place: Ahmedabad Non-Executive Chairman