To
The members, your Directors take pleasure in presenting herewith the 63 rd Board ' s
Report on the business and operations together with audited financial statements of the
Company for the financial year ended 31/03/2025.
1. Financial highlights of the Company
( Rs in Crores)
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| gross Sales |
9,428.71 |
8,932.12 |
9,533.96 |
9,154.64 |
| Other Income |
312.95 |
376.17 |
314.68 |
376.89 |
| Total Revenue |
9,741.65 |
9,308.29 |
9,848.64 |
9,531.53 |
| less : Operating expenses |
8,799.82 |
8449.7 |
8,902.06 |
8,641.47 |
| Operating Profit |
941.83 |
858.59 |
946.58 |
890.06 |
| less : Finance Cost |
10.08 |
11.19 |
10.08 |
11.20 |
| gross Profit |
931.75 |
847.40 |
936.50 |
878.86 |
| less : Depreciation |
191.57 |
183.02 |
192.02 |
183.48 |
| exceptional Item |
0 |
0 |
0 |
0 |
| Profit before Taxes |
740.18 |
664.38 |
744.48 |
695.38 |
| Shares in Profit/(loss) of Associates |
0 |
0 |
11.79 |
8.41 |
| Profit before taxes after Associates |
740.18 |
664.38 |
756.27 |
703.79 |
| Taxation |
|
|
|
|
| Current Tax |
115.96 |
151.66 |
115.98 |
151.67 |
| Deferred Tax (net) |
57.61 |
-2.28 |
55.66 |
-2.37 |
| Mat Credit recognized |
0 |
0 |
0 |
0 |
| Earlier year tax |
-6.57 |
-9.32 |
-6.53 |
-9.29 |
| Profit after taxes |
573.18 |
524.32 |
591.16 |
563.78 |
| Non-controlling Interest |
0 |
0 |
0 |
0 |
| Other comprehensive income arising from re- |
-46.81 |
-225.36 |
-46.86 |
-225.36 |
| measurement of defined benefit plan |
|
|
|
|
| balance brought forward from last year |
1,104.76 |
1,404.27 |
1,208.83 |
1,468.62 |
| Amount available for appropriations |
1,631.13 |
1,703.24 |
1,753.13 |
1,807.31 |
| Payment of Dividend |
|
|
|
|
| - Dividend |
159.39 |
398.48 |
159.39 |
398.48 |
| Transfer to general Reserve |
370.00 |
200.00 |
370.00 |
200.00 |
| leaving a balance in the Profit & loss Account |
1,101.74 |
1,104.76 |
1,223.74 |
1,208.83 |
2. Dividend
Considering the financial results and performance of the Company during the year under
review, the board of Directors ("board"), at the meeting held on 20/05/2025 has
recommended a final dividend of Rs 5/- per equity share of face value of Rs 2/- each (@
250%) on 39,84,77,530 equity shares (Previous year 200% i.e. Rs 4/- per share on
39,84,77,530 equity shares of Rs 2 each) for the financial year ended 31/03/2025, for
consideration at the 63 rd Annual general meeting ("Agm") of the Company. The
dividend shall be paid to those members whose names shall appear on the Register of
members of the Company on Record Date i.e. on 09/09/2025.
The total outgo on account of final dividend, if approved by shareholders, shall be Rs
199.24 crores.
The dividend pay-out is in accordance with the Company ' s Dividend Distribution
Policy.
Dividend Distribution Policy
This policy has been framed and adopted in terms of Regulation 43A of the SebI (listing
Obligations and Disclosure Requirements) Regulations, 2015 ("listing
Regulations"). The policy, inter alia , lays down various parameters relating
to declaration / recommendation of dividend. There has been no change to the policy during
the financial year 2024-25. The policy is placed on the Company ' s website at
https//www.gsfclimited.com/sebi-listing-regulations.
3. Indian Accounting Standards
The financial statements of the Company for the Fy 2024-25, have been prepared in
accordance with IND-AS as notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of the Act, as amended from time to time.
4. Transfer to reserves
The Company has transferred Rs 370 crores to general reserves.
5. Brief description of the Company's working during the year
Standalone financials your Directors wish to report that the Company has achieved
turnover of Rs 9,429 crores for the year ended 31/03/2025 as against Rs 8,932 crores (Fy
23-24) on standalone basis, registering a growth of 5.56% at Rs 497 crores.
Similarly, for the year under review, the Profit before Tax (PbT) was Rs 740 crores and
Net Profit was Rs 573 crores as against PbT of Rs 664 crores and Net Profit of Rs 524
crores for the previous Financial year.
Consolidated financials your Directors wish to report that the Company has achieved
turnover of Rs 9,534 crores for the year ended 31/03/2025 as against Rs 9,155 crores (Fy
23-24) on consolidated basis, registering a growth of 4.14% at Rs 379 crores.
Similarly, for the year under review, the Profit before Tax (PbT) was Rs 744 crores and
Net Profit was Rs 591 crores as against PbT of Rs 695 crores and Net Profit of Rs 564
crores for the previous Financial year.
6. Material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial year to which the financial
statements relate and the date of the report
There have been no material changes and commitments which affect the financial position
of the Company, that have occurred between the end of financial year to which the
financial statement relates and the date of this report.
7. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future
There are no orders that impact the going concern status and Company ' s operation
except those which have been appropriately challenged before the judiciary. The Company
believes that as of now none of these sub-judice matters impact the going concern
status and Company ' s operations.
8. Details in respect of adequacy of internal financial controls with reference to
the Financial Statements your Company has implemented a comprehensive Internal Control
System over financial reporting which commensurate with the size, scale and complexity of
its operations. The Finance-cum-Audit Committee of the Company monitors and evaluates the
efficacy and adequacy of Internal Control Systems, accounting procedures and policies.
based on the report of Internal Auditors, significant audit observations and actions taken
on such observations are presented to the Finance-cum-Audit Committee of the board.
9. Share Capital
The paid-up equity share capital of the Company as on 31 st march, 2025, was Rs
79,69,55,060. During the year under review, there has been no change in the authorized,
issued, subscribed and paid up share capital, including any reclassification or
sub-division thereto.
During the year under review, the Company has not i. bought back any of its securities;
ii. issued any Sweat equity Shares; iii. Issued any bonus Shares; or. iv. Provided any
Stock Option Scheme to its employees.
10. Details of Subsidiary / Joint Ventures / Associate Companies
The Company has following subsidiaries and associate companies as of 31/03/2025 and as
on the date of the report:
| Sr.no. |
Name |
Shareholding of the Company |
Brief details |
| Subsidiary Companies |
|
|
| 1. |
gSFC Agrotech limited |
100% |
Incorporated on 02/04/2012, this company is |
|
|
|
engaged into providing farmers with reliable, high-quality agri-inputs and services,
including fertilizers, agro-products, and related services. |
| 2. |
gujarat Port and logistics Company limited |
60% |
Incorporated on 03/02/2020, this Joint venture with gujarat maritime board is
primarily engaged into developing logistics facilities and related infrastructure, across
the state of gujarat. |
| 3. |
vadodara Jal Sanchay Private limited |
60% |
Incorporated on 22/07/2020 as a Special Purpose vehicle by the Company, gujarat
Alkalies and Chemicals Limited ( \u2018 GACL \u2019 ), Gujarat Industries Power Company
Limited ( \u2018 GIPCL \u2019 ) and Vadodara municipal Corporation is formed, for the
purpose of undertaking the project of Tertiary Treatment of Waste Water. |
| Associate Companies |
|
|
| 4. |
vadodara enviro Channel limited |
28.57% |
Incorporated on 12/11/1999, this company is in the business of conveyance of the
treated waste water for more than 250 industrial units in and around vadodara District of
gujarat state through the 55 km long channel and safely disposing the same into the bay of
Cambay. |
| 5. |
gujarat green Revolution Company limited |
46.87% |
Incorporated on 27/11/1998, is jointly promoted by the Company along with gujarat
Narmada valley Fertilizers & Chemicals ltd. (gNFC) and gujarat Agro Industries
Corporation limited (gAIC), this company functions as an implementing agency appointed by
the government of gujarat and is recognized by the government of India for implementing
the micro Irrigation Scheme in the State of gujarat. |
| 6. |
gujarat Data electronics limited |
23% |
Incorporated on 29/08/1985, this Company operates in the Information Technology
sector. This is a dormant company on the date of this report. |
| 7. |
Karnalyte Resources Inc. |
47.73% |
Incorporated in 2007, this is a Canada based body corporate, primarily engaged in the
exploration and development of its property and possible construction of a production
facility and development of a potash mine. |
As of 31/03/2025, the Company does not have any material subsidiary in terms of the
listing Regulations and
Company ' s policy on determining material subsidiary.
A report on the performance and financial position of each of the subsidiaries and
associates and joint venture companies as per the Companies Act, 2013 ("Act") is
provided at Annexure - A to the Consolidated Financial Statement and hence not reproduced
here for the sake of brevity.
Change in share capital of Vadodara Jal Sanchay Private Limited ("VJSPL")
During the year under review, the board and Shareholders of vJSPl, at their respective
meetings held on 20/02/2025 approved an increase in its authorized share capital from Rs
2,00,00,000 divided into 20,00,000 equity shares of Rs 10/- each to Rs 52,00,00,000
divided into 5,20,00,000 equity shares of Rs 10/- each. vJSPl raised funds by further
issue of capital on 20/02/2025, through Rights issue of 2,40,00,000 equity Share of Rs
10/- each to its existing shareholders in the ratio of 12 equity shares for every 1
existing equity share held. Post issue of share capital, the total authorized capital and
paid-up capital of vJSPl is Rs 52,00,00,000 crores and
Rs 26,00,00,000 crores, respectively.
The Company participated in the Rights issue of shares of vJSPl and invested Rs 14.40
crores against allotment of 1,44,00,000 equity shares of Rs 10/- each.
11. Listing of Shares & Depositories:
The equity Shares of your Company are listed on the bSe limited (bSe) and National
Stock exchange of India ltd. (NSe). The listing fees for the Fy 25-26 has been timely paid
to both the bSe and NSe. your Directors wish to state that the equity Shares of your
Company are compulsorily traded in dematerialized form w.e.f. 26/06/2000. Presently,
98.60% of shares are held in dematerialized form.
12. Report on Corporate Governance and Management Discussion and Analysis Report To
Shareholders your Company has complied with all the mandatory requirements of
Corporate governance norms as mandated under the listing Regulations and the report on
Corporate governance, together with the Certificate of m/s. Samdani Kabra &
Associates, Company Secretaries, vadodara which forms part of this Annual Report.
In terms of the provisions of Regulation 34(2) of the listing Regulations, the
management Discussion and Analysis Report outlining the business of your Company forms
part of this Annual Report.
13. Business Responsibility & Sustainability Report
In terms of Regulation 34(2) of the listing Regulations, business Responsibility and
Sustainability Report for the financial year 2024-25 is placed on the Company ' s website
at
https://www.gsfclimited.com/Content/writereaddata/Portal/Document/158_1_1_bRSR_2024-25.pdf
14. Deposits from public
The Company has discontinued accepting new deposits since 15/11/2005 and renewing the
deposits since 31/03/2009 and hence, the Company has not transferred any amount being
unclaimed deposits and interest thereon to the Investors education and Protection Fund.
15. Details of loans availed from Directors or their relatives
The Company has not availed any loan from its Directors or their relatives.
16. Insurance
All the properties and insurable interests of the Company, including the buildings,
plants & machineries and stocks have been adequately insured. As required under the
Public liability Insurance Act, 1991, your Company has taken the appropriate insurance
cover.
17. Directors & Officers Insurance Policy
In terms of Regulation 25(10) of the listing Regulations, the Company has in place a
Directors & Officers Insurance Policy for such quantum and risk coverage, as
determined by the board/Committee.
18. Expansion and Diversification your Directors are happy to share the status
of various projects that are under execution/ executed as below;
Relocation of 07 nos. Wind mills to facilitate operation of Rajkot International
Airport your Company has successfully relocated seven Wind mills from mahidad site to
Rajkot site in October, 2024, to facilitate the operation of Rajkot International Airport.
20 MTPD HX Crystal Project at Vadodara Unit your Company as expanded and
successfully commissioned 20 mTPD HX Crystal Plant at vadodara unit in October, 2024. This
project is aimed towards addressing the demand-supply gap in Industrial Product segment,
providing product mix flexibility towards profitability and is also an import substitute.
This project has been executed based on in-house technology and expertise.
Urea Plant Revamping Project
During the year under review, the Company has completed revamping of its vintage urea
plant to enhance its operational efficiency. your company has successfully commissioned
the revamped urea plant in may, 2025.
Refurbishment of Old Vintage Ammonium Sulphate-I (AS-I) & Ammonium Sulphate-II
(AS-II) Plants
During the year under review, the Company has completed refurbishment activities of its
Ammonium Sulphate-I (AS-I) & Ammonium Sulphate-II (AS-II) plants in march, 2025, to
improve plant efficiency and reliability.
Renewable energy projects
As a step towards enhancing our renewable energy portfolio, your Company has
successfully commissioned following projects; i. 1.0 mW (AC) Floating Solar Power Plant at
its Fiber unit at Kosamba, Surat in October, 2024; ii. 15 mW (AC) ground mounted Solar
Power Plant at Charanka, gujarat in may, 2025; and iii. 75 mW Solar Power Project of
gIPCl, in group captive mode with gACl 25 mW Solar Power Project (Phase-I) was
successfully commissioned in April, 2025 and balance 50 mW (Phase-II) was commissioned in
June, 2025 (gSFC and gACl hold 50% share each in the project).
600 MTPD Sulphuric Acid Plant at Vadodara Unit your Company is setting up 600
mTPD Sulphuric Acid Plant on lump Sum Turnkey basis at vadodara unit to cater the
requirement of Sulphuric Acid for manufacturing of fertilizers like Ammonium Sulphate and
Ammonium Phosphate Sulphate. Further, the steam generated therefrom shall be available for
utilization at the vadodara complex. The Project is under execution stage and is expected
to be commissioned during the third quarter of Fy 2025-26.
600 MTPD Phosphoric Acid Plant and 1800 MTPD Sulphuric Acid Plant at Sikka Unit
As a part of backward integration, your Company is considering to set up a 600 mTPD
Phosphoric Acid Plant and 1800 mTPD Sulphuric Acid Plant at Sikka unit. The Company has
partnered with leading technology providers for setting up of the said plants
respectively. The contract for setting up of the plant shall be awarded in the current
financial year and it is expected to be commissioned by Fy 2028-29.
Development of Dahej Complex
The Company is in the process of forming up its expansion plans in Dahej. A business
plan is identified and based thereon, a detailed project report is also prepared. The
board has approved phase I of the Project and the same is under implementation.
19. Information regarding conservation of energy, technology absorption, foreign
exchange earnings and outgo and particulars of employees etc.
Information as required under Section 134 (3) (m) of Act read with the Companies
(Accounts) Rules, 2014 is enclosed in Annexure C of this report.
The details under Section 197 (12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of managerial Personnel) Rules, 2014 have been disclosed in
the Corporate governance Report forming part of the Board ' s Report.
20. Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility ("CSR")
Committee in accordance with Section 135 of the Act. The Company has undertaken CSR
projects in the areas of education, livelihood, health, water and sanitation.
Annual Report on CSR activities undertaken during the financial year ended 31/03/2025
in accordance with Section 135 of the Act read with the Companies (CSR Policy) Rules 2014
is enclosed as Annexure A to this report.
The CSR Policy of the Company is available on the Company ' s website
athttps//www.gsfclimited.com/Content/
writereaddata/Portal/Document/7_1_1_CSR_Policy_2021.pdf
Impact assessment
The impact assessment report of gSFC Fertilizernagar School for the financial year
2024-25 is available on website of the Company at
https//www.gsfclimited.com/Content/writereaddata/Portal/Document/129_1_1_Fertilizernagar_School_Impact_
Assessment_Report.pdf The impact assessment report of gSFC university for the financial
year 2024-25 is available on website of the Company at
https//www.gsfclimited.com/Content/writereaddata/Portal/Document/128_1_1_gSFC_universty_Impact_
Assessment_Report.pdf
21. Risk Management
The Company recognizes that risk is an integral and inevitable part of the business and
it is fully committed to managing risk proactively and efficiently.
The board has constituted a Risk management Committee ("RmC"). your Company
has implemented a mechanism for risk management and formulated a Risk management Policy.
The details of such Committee and its terms of reference are set out in the Corporate
Governance Report forming part of the Board ' s Report.
The RmC review the Risk Report and Risk management Framework of the Company which gives
an overview on the management of key risks, as identified by the Company, financial impact
and measures taken to mitigate the same. Critical matters, if any, are also placed before
the board for its review. based on the recommendation of RmC, the board revised the Risk
management Policy at its meeting held on 05/08/2024 to align it with the amendments to the
listing Regulations from time to time and the practices being followed in the Company.
There are no risks which, in the opinion of the board, threaten the existence of the
Company.
22. Directors, Key Managerial Personnel & Senior Management Personnel
The composition of the board of Directors of the Company, as on 31/03/2025 and the date
of this Report is as follows
| Sr. No. |
Name of Directors |
Category |
| 1. |
mr. Pankaj H. Joshi, IAS - Chairman (DIN: 01532892) |
Non- executive, Non-Independent Director |
| 2. |
mr. Kamal Dayani, IAS - managing Director (DIN: 05351774) (till 31/07/2025) |
executive, Non-Independent Director |
| 3. |
mr. Sanjeev Kumar, IAS - managing Director (DIN: 03600655) (w.e.f 01/08/2025) |
executive, Non-Independent Director |
| 4. |
mr. Tapan Ray, IAS (Retd.) (DIN: 00728682) (till 01/09/2025) |
Non-executive, Independent Director |
| 5. |
Dr. Ravindra Dholakia (DIN: 00069396) (till 01/09/2025) |
Non-executive, Independent Director |
| 6. |
mrs. gauri Kumar, IAS (Retd.) (DIN: 01585999) |
Non-executive, Independent Director |
| 7. |
Dr. Sudhir Kumar Jain (DIN: 03646016) |
Non-executive, Independent Director |
| 8. |
mr. Syed Jawaid Haider, IAS (DIN: 02879522) |
Non-executive, Non-independent Director |
| 9. |
Dr. Thiruvenkadam Natarajan, IAS (DIN: 00396367) |
Non-executive, Non-independent Director |
| 10. |
Dr. Rama Shanker Dubey (DIN: 11265952) (w.e.f 02/09/2025) |
Non-executive, Independent Director |
| 11. |
Prof. Sundaravalli Narayanaswami (DIN: 06973448) (w.e.f 02/09/2025) |
Non-executive, Independent Director |
Note: mrs. gauri Kumar, IAS (Retd.) (DIN: 01585999) and Dr. Sudhir Kumar Jain
(DIN: 03646016) are proposed to be re-appointed as Independent Director of the Company for
a second term effective 02/09/2025, subject to approval of the members of the Company at
the ensuing Annual general meeting of the Company.
In order to avoid duplication of information, we have given the changes in composition
of board of Directors between 01/04/2025 and the date of this report in the Corporate
governance Report. Shareholders are requested to refer the same.
I. Declaration by Independent Directors for FY 2024-25
In terms of Section 149(7) of the Act and Regulation 16(1)(b) of the listing
Regulations, the Independent Directors of the Company viz. mr. Tapan Ray, IAS (Retd.);
mrs. gauri Kumar, IAS (Retd.); Dr. Ravindra Dholakia, and Dr. Sudhir Kumar Jain have
submitted their declarations confirming compliance with the criteria of independence as
stipulated thereunder. Further, the newly appointed independent directors, Dr. Rama
Shanker Dubey and Prof. Sundaravalli Narayanswami, have also given declarations towards
compliance of the criteria of independence.
All the Independent Directors of the Company have affirmed compliance with the Company
' s Code of Conduct for Directors and Senior management Personnel for the financial year
2024-25. The board has taken on record declarations and confirmations submitted by the
Independent Directors regarding fulfillment of the prescribed criteria of independence,
after assessing veracity of the same as required under Regulation 25 of the listing
Regulations.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, Independent Directors of the Company have
confirmed that they have registered themselves with the databank maintained by Indian
Institute of Corporate Affairs. All Independent Directors of the Company are exempt from
the requirement to undertake online proficiency self-assessment test.
Certificate of Non-debarment
A certificate dated 30/07/2025 has been obtained from mr. Niraj Trivedi, Practicing
Company Secretary (C P No. 3123), confirming that none of the directors on the board of
the Company as on 31/03/2025 have been debarred or disqualified from being appointed or
continuing as director of companies by the Securities and exchange board of India,
ministry of Corporate Affairs or any such other statutory authorities and the said
certificate forms part of this report.
Details of the Company ' s policy on directors ' appointment and remuneration,
including criteria for determining qualifications, positive attributes, independence of a
director and other matters as stipulated under Section 178(3) of the Act, forms part of
the Corporate governance report. The Nomination and Remuneration Policy of the Company is
available on the Company ' s website at:
https://www.gsfclimited.com/Content/writereaddata/Portal/Document/5_1_1_Nomination.pdf
Opinion of the Board with regard to integrity, expertise and experience (including
proficiency) of the Independent Directors
The board is of the opinion that the Independent Directors of the Company are
professionally qualified and well experienced in their respective domains and meet the
criteria regarding integrity, expertise, experience and proficiency. Their qualifications,
specialized domain knowledge, strategic thinking & decision making and vast experience
in varied fields has immensely contributed in strengthening the Company ' s processes to
align the same with good industry practices.
II. Changes in Key Managerial Personnel mr. vishvesh D. Nanavaty, erstwhile
executive Director (Finance) & Chief Financial Officer of the Company superannuated on
31/05/2024. mr. Sanjay Kumar bajpai, Senior vice President (Finance & legal) has been
appointed as Chief Financial Officer and Key managerial Personnel ("KmP") of the
Company with effect from 01/06/2024. mr. Kamal Dayani, IAS (Retd.) (DIN 05351774) ceased
to be the managing Director and KmP of the Company on 31/07/2025. mr. Sanjeev Kumar, IAS
(DIN 03600655) has been appointed as the managing Director and KmP of the Company w.e.f
01/08/2025.
As on the date of this report, following officials are the KmPs of the Company; 1. mr.
Sanjeev Kumar, IAS, managing Director;
2. mr. S.K. bajpai, Chief Financial Officer and Senior vice President (Finance &
legal); 3. ms. Nidhi Pillai, Company Secretary & vice president (legal) and Compliance
Officer.
III. Changes in Senior Managerial Personnel
The details pertaining to changes in the Senior management Personnel as on 31 st march,
2025 have been detailed in the Corporate governance Report which forms part of this Annual
Report.
IV. Board Evaluation
The Independent Directors, at their meetings held on 23/07/2024 and 17/05/2025
conducted performance evaluation of the Chairman and the Non-Independent Directors and the
board, as a whole. Further, the board has, at its meetings held on 23/05/2024 and
20/05/2025 carried out the annual performance evaluation of its own performance, its
Committees and the Directors, individually.
The manner of performance evaluation is explained in the Corporate governance Report
which forms the part of this Annual Report.
23. Meetings of the Board and Committees
The details of the number of meetings of the board of Directors and its Committees held
during the financial year 2024?€“25 are tabulated below
| Sr. No |
Particulars |
Number of Meeting |
| 1. |
board of Directors |
5 |
| 2. |
Finance-cum Audit Committee |
5 |
| 3. |
Nomination and Remuneration Committee |
2 |
| 4. |
Stakeholders \u2018 Relationship Committee |
1 |
| 5. |
Corporate Social Responsibility Committee |
1 |
| 6. |
Risk management Committee |
2 |
The composition of the board and Committees along with details of attendance is
elaborated in Corporate governance Report which forms part of this Annual Report.
24. Details of establishment of Vigil Mechanism for the Directors and Employees
Pursuant to the provisions of Section 177(9) of the Act read with Regulation 22(1) of
the listing Regulations, the Company is required to establish an effective vigil mechanism
for the directors and employees to report genuine concerns. The Company has a vigil
mechanism / Whistle blower Policy to deal with instances of fraud, mismanagement,
misappropriations, if any, and the same is placed on the Company ' s website. The details
of the policy as well as its web link are mentioned in the Corporate governance Report
which forms part of this Annual Report.
25. Reporting of fraud by Auditors
During the year under review, the Statutory, Secretarial and Cost Auditors of the
Company have not reported any instance of fraud to the Finance-cum Audit Committee or to
the board, under Section 143(12) of the Act and rules made thereunder.
26. Disclosure as per Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal ) Act, 2013 and Maternity Benefit Act, 1961
During the year under review, your Company has complied with provisions relating to the
constitution of Internal Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (as amended from time to time).
There details pertaining to complaint(s) received and disposed of, for the year under
review are as follows
| Number of Complaints received |
Number of Complaints disposed off |
Number of complaints pending for more than 90 days |
| NIl |
NIl |
NIl |
During the year under review, the Company has complied with all the provisions of the
maternity benefit Act, 1961.
27. Secretarial Standards of ICSI
During the year under review, your Company has complied with the Secretarial Standards
on meetings of the board of Directors (SS-1) and general meetings (SS-2) issued by the
Institute of Company Secretaries of India.
28. Particulars of loans, guarantees or investments under Section 186 of the Act
Particulars of loans given, investments made, guarantee given and securities provided,
if any, along with the purpose for which the loan or guarantee or security is proposed to
be utilized by the recipient, are provided in the standalone financial statements .
Investment in the preferential issue of GIPCL
The board, at its 629 th meeting held on 27/03/2024, approved participation in the
preferential issue of equity shares of gIPCl by investment of up to Rs 50 crore, on
private placement basis, for setting up 75 mW AC Solar Power Plant by gIPCl under group
captive mode.
The Company paid consideration of Rs 44.99 crores on 26/03/2025 for acquisition of
19,82,278 equity shares of gIPCl of Rs 10/- each at an issue price of Rs 227/- per equity
share including premium of Rs 217/- per share. The post issue shareholding of the Company
has changed from 14.79% to 15.68% of the total paid up share capital of gIPCl.
The solar power project has been fully commissioned and the Company has started
receiving power wef 26/06/2025. upon setting up of the project, gSFC, as a consumer will
benefit as it will result in reduction of overall energy cost of the Company.
29. Particulars of contracts or arrangements with related parties
All related party transactions entered into during the financial year were on an arm '
s length basis and were in the ordinary course of business. The Company has not entered
into contracts / arrangements / transactions with related parties which could be
considered material in accordance with Section 188 of the Act read with the
Companies (Meetings of Board and its Powers) Rules, 2014 and the Company ' s Policy on
Materiality of Related
Party Transactions and on Dealing with Related Party Transactions ("RPT
Policy").
In terms of Sections 177 and 178 of the Act read with Regulation 23 of the listing
Regulations, all related party transactions have been approved by the Finance-cum-Audit
Committee and also the board. Prior omnibus approval of the Finance-cum-Audit Committee is
obtained and a statement giving details of transactions is placed before the
Finance-cum-Audit Committee meeting, as mandated. The Company has developed a mechanism
for identification and monitoring of related party transactions. based on the
recommendation of the Finance-cum-Audit Committee, the RPT Policy of the Company was
revised by the board at its meeting held on 10/02/2025, to align the same with the
amendments to the listing Regulations notified vide SEBI Listing Regulations, 2024. The
updated RPT Policy is available at the Company ' s website at
https//www.gsfclimited.com/Content/writereaddata/SebI/7.%20Policy_on_dealing%20with%20Related_Party_
Transactions.pdf
30. Managerial Remuneration
Details as required pursuant to Rule 5 of the Companies (Appointment and Remuneration
of managerial Personnel) Rules, 2014 are given in Corporate governance Report which forms
part of this Annual Report.
31. Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Act, your Directors confirm that i. In the
preparation of the annual accounts, the applicable accounting standards had been followed
and no material departures have been made from the same; ii. The appropriate accounting
policies have been selected and applied consistently and judgments and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company as at 31/03/2025 and of the profit and loss of the Company for a
period from 01/04/2024 to 31/03/2025; iii. Proper and sufficient care has been taken 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; iv. The Annual accounts have been prepared on a
going concern basis; v. Adequate internal financial controls have been laid down by the
Company and are operating effectively; and vi. Adequate systems to ensure compliance with
the provisions of all applicable laws have been laid down by the Company and are operating
effectively.
32. Auditors
i. Statutory Auditors
The report issued by m/s Parikh mehta and Associates on the standalone and consolidated
financial statement of the Company for the year ended on 31/03/2025, does not contain any
qualification, observation, or remarks which have an adverse effect on the functioning of
the Company and therefore, do not call for any comments from the Directors.
The board, at its meeting held on 07/08/2025, has approved appointment of m/s CNK &
Associates llP, Chartered Accountants (Firm Registration No. 101961W/W-100036) as the
Statutory Auditor of the Company for a period of 3 consecutive years from the conclusion
of 63 rd Annual general meeting till the conclusion of 66 th Annual general meeting
covering a period of 3 years from Fy 2025-26 to Fy 2027-28. brief profile of m/s CNK &
Associates llP is included in the Notice of the 63 rd Annual general meeting. The Auditors
have given their consent for appointment and have confirmed that they are eligible for the
same.
ii. Cost Auditors
In terms of the Section 148 of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, the Company is required to maintain cost accounting records and get them
audited every year.
The Cost Audit report for the F.y. 2024-25 submitted by m/s Dhananjay v Joshi &
Associates will be filed within the stipulated time.
On the basis of recommendation of Finance-cum-Audit Committee, the board, by way of
circular resolution dated 26/08/2025, approved the appointment of m/s N. D. birla &
Co. (Firm Registration No. 000028), Cost Accountants, as the Cost Auditors of your Company
to conduct the audit of cost records for the Financial year 2025-26. The remuneration
proposed to be paid to the Cost Auditor is placed for your ratification at the ensuing 63
rd Annual general meeting. iii. Internal Auditor
As per the recommendation of the Finance-cum-Audit Committee, the board of the Company
at its meeting held on 20/05/2025 re-appointed m/s. K.C. mehta &Co. llP, Chartered
Accountants, vadodara (Firm Registration No. 106237W/ W100829) as Internal Auditors for
conducting Internal Audit for its baroda and Sikka units for the F.y. 2025-26 & Fy
2026-27.
Further, the Company has re-appointed m/s bimal Thacker & Associates, Chartered
Accountants, vadodara, and m/s K.N. mehta & Co., Chartered Accountants, vadodara, to
conduct inventory audit at Sikka unit and Audits of Warehouses/ Regional / IP / liaison
offices within and outside gujarat.
The Internal Auditors independently evaluate the internal controls, adherence to and
compliance with the procedures, guidelines and statutory requirements. The
Finance-cum-Audit Committee of Directors periodically reviews the reports of the Internal
Auditors and the corrective actions taken by the management.
iv. Secretarial Auditors & Secretarial Audit Report
The board at its meeting held on 07/08/2025, has approved the appointment of m/s
Samdani Shah & Kabra, Company Secretaries, vadodara (Registration no. P2008gJ016300
and Peer Review no. l079/2021) as the Secretarial Auditors of the Company for a term of 5
consecutive years from Fy 2025-26 to Fy 2029-30. The Secretarial auditors have confirmed
that they are not disqualified to be appointed as such. brief profile of the Secretarial
Auditor is included in the Notice of the 63 rd Annual general meeting.
Further, the Secretarial Audit Report for the financial year 2024-2025 under Section
204 of the Act read with Rules made thereunder and Regulation 24A of the listing
Regulation, is set out in Annexure-b to this Report
33. Auditors' Report
There are no comments/ observations, reservations or adverse remarks in the Auditors
Report and Secretarial Audit Report and hence no clarifications need to be given on the
clean report.
34. Annual Return
In accordance with Section 92 read with Section 134(3)(a) of the Act and the Companies
(management and Administration) Rules, 2014 the Annual Return of the Company as of
31/03/2025 in form mgT-7 is available on the website of the Company at
https://www.gsfclimited.com/Content/writereaddata/Portal/Document/159_1_1_Form_mgT-7__gSFC_24-25.pdf
35. Change in the nature of business
The Company did not undergo any change in the nature of its business during the
financial year 2024-25.
36. Human Resources your Directors are happy to acknowledge that employees of
the Company have been key drivers in implementing ideas, policies, cultural and behavioral
aspects of the organization and ultimately with their outstanding performance have helped
the Company to realize its objectives. your Directors place on record their sincere
appreciation for highly potential, consistent and ethical employees for their remarkable
contribution to the Company. Industrial Relations have remained cordial during the period
under report.
37. Credit Rating
During the year under review, the Company obtained credit ratings from CARe eDge
Ratings limited and India Ratings & Research for its long-term bank facilities,
short-term bank facilities, and commercial papers. The details with respect to these
credit ratings forms part of the Corporate governance Report.
38. Other Disclosures
Proceedings pending under the Insolvency and Bankruptcy Code
There are no such proceedings or appeals pending under Insolvency and bankruptcy Code,
2016 (31 of 2016) during the year and at the end of the financial year.
The details of difference between amount of the valuation done at the time of one
time Settlement and the valuation done while taking loan from the Banks or Financial
Institutions
No such instance of One-time settlement or valuation was done while taking or
discharging loan from the banks/Financial institutions occurred during the year.
39. Acknowledgements your Directors take this opportunity to express its sincere
appreciation for the invaluable support, guidance, and cooperation extended by the
government of gujarat, the government of India, bank of baroda, other banks, financial
institutions, regulatory authorities, and various agencies. Their continued assistance has
played a vital role in the Company ' s progress during the financial year under review.
The Directors also wish to convey their deep gratitude to the Company ' s stakeholders
for their trust, confidence, and encouragement they have consistently shown. your
unwavering support remains the cornerstone of the
Company ' s sustained growth and future outlook.
|
For and on behalf of the Board |
|
Sd/- |
| Place: gandhinagar |
Pankaj Joshi, IAS |
| Date: 31 st August, 2025 |
Chairman |
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