1. FINANCIAL RESULTS AND PERFORMANCE

BOARD'S REPORT

TO THE MEMBERS

Dear Members,

Your Directors have pleasure in presenting the 63rd Annual Report of Gujarat Mineral Development Corporation Limited (GMDC or the Company) together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2026, along with the Reports of the Statutory Auditors and the Comptroller and Auditor General of India (C&AG) thereon.

The key standalone financial highlights for FY 2025-26, compared with FY 2024-25, are as under:

(? in Crore)

Your Board of Directors, taking into account the Company's strong financial performance during FY 2025-26, its robust balance sheet, and its commitment to the Government of Gujarat's progressive dividend policy, recommends a Final Dividend of ?9.50 (Rupees Nine and Paisa Fifty only) per Equity Share of ?2 each (i.e., 475% of face value) for the Financial Year ended 31st March, 2026. This proposed dividend, subject to approval of Members at the ensuing 63rd Annual General Meeting (AGM), will result in a total payout of approximately ?302.10 Crores. The dividend shall be paid to those Members whose names appear in the Register of Members / list of Beneficial Owners as on the Record Date fixed for this purpose.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy which is available on its website at https://www.gmdcltd.com/about/corporate-policies-gmdc/

The paid-up equity share capital of the Company stands at ?63.60 crore, comprising 31,80,00,000 Equity Shares of ?2 each, fully paid-up. There has been no change in the paid-up share capital during FY 2025-26.

The Government of Gujarat, the Promoter, holds 74.00% of the paid-up equity share capital of the Company. The public and institutional investors hold the remaining 26.00%. The Company has not issued any Equity Shares with Differential Voting Rights, nor has it issued any Sweat Equity Shares, nor granted any Employee Stock Options during the year. The company has not bought back any equity shares during the year.

Lignite - India's Brown Gold - forms the backbone of the Company's revenue. GMDC is India's No. 2 producer and No. 1 Merchant Seller of lignite, supplying to the textile, chemical, ceramics, brick, and captive power industries across Gujarat. During FY 2025-26, all four operational lignite mines continued production. The Company's six new lignite blocks (Lakhpat Punhrajpur, Ghala, Damlai, EFG Valia, Panandhro Extension, Bharkandam) are in various stages of operationalisation. Mine-wise production details are as under:

During FY 2025-26, the GST rate on lignite supply was revised from 5% to 18% effective 22nd September, 2025, with simultaneous removal of the compensation cess. This ended the long-standing inverted duty structure, enabling the Company to utilise accumulated Input Tax Credit (ITC) of ?474.43 crore that had been expensed in prior periods. This amount has been recognised as an exceptional gain in the FY 2025-26 financial statements. The GST revision has also positively impacted the Company's working capital cycle going forward.

Despite a challenging operating environment, the Marketing & Sales Department recorded significant strategic and operational milestones during the year. These achievements have reinforced your Company's market position and established a strong foundation for sustained growth.

A structured customer mapping exercise was completed in February 2026, covering 2,682 customers out of a total identified base of 2,880. This large-scale outreach initiative is expected to meaningfully enhance customer penetration and support demand generation, particularly in the context of the Company's planned expansion of lignite mining capacities in Gujarat.

A significant logistics milestone was achieved through the initiation of bulk lignite transportation via sea routes under the EOI customer initiative. This alternative channel provides strategic flexibility during periods when Ro-Ro ferry operations are constrained.

The inaugural lignite barge movement - coordinated through EOI customers - from Bhavnagar Port to Magdalla Port (Surat) and Karanja Port (Maharashtra) marks a meaningful step towards establishing multimodal logistics capabilities for the Company.

The coal laboratories at Bhavnagar and Mata-no-Madh mines received NABL accreditation during the year. This certification enhances the credibility and reliability of the Company's quality assessment processes, thereby strengthening customer confidence in the consistency and integrity of its lignite supply.

The Morbi Sales Office, established to serve customers of the Bhavnagar, Mata-no-Madh, and Umarsar mines, gained strong commercial traction. Its strategic location within a key industrial cluster enabled direct engagement with more than 500 industries through personal visits, improving customer responsiveness and accelerating market development in the region.

Sustained focus on customer acquisition and reengagement resulted in the registration or re-activation of 499 customers during the year. This expanded customer base is expected to support demand generation and facilitate offtake for your Company's upcoming lignite mining projects across Gujarat.

Your Company's Zero Refund Policy, introduced to improve working capital discipline, has progressively gained customer acceptance through continuous engagement and streamlined processes. The impact has been material.

As part of the Company's broader digital transformation agenda, the customer registration process has been transitioned to a fully online platform, significantly reducing dependence on physical documentation. Customer interactions and transactions have been made largely faceless and digital, improving transparency, operational efficiency, and overall convenience for the Company's customers.

During the year, the Company strengthened its bauxite business through its Gadhissa and Mevasa Bauxite Projects by adopting a customer-centric production strategy focussed on optimising both product quality and market demand. Production planning emphasized the desired grades of bauxite to meet customer requirements, while the production of various grade of bauxite was strategically moderated considering the existing inventory of bauxite and prevailing market demand. This approach enabled the Company to achieve a despatch volume of 4.87 lakh tonnes, generating ?124 crore in revenue from its bauxite operations, making it the largest revenue contributor among the Company's non-lignite mining businesses.

The strong performance was driven by several strategic initiatives, including scientific production planning, effective grade control, improvements in mining methodologies, and the implementation of mechanised mining operations. These initiatives were complemented by enhanced customer outreach, efficient inventory management, timely auction of low-grade bauxite, and the receipt of necessary approvals from the Government of Gujarat for the Gadhissa and Mevasa projects. Operational efficiencies were further strengthened through optimised stacking, systematic grading, and improved despatch planning, resulting in higher productivity, improved inventory turnover, and enhanced customer satisfaction.

The Company also continued to strengthen its position in Gujarat's bauxite market by consistently supplying quality bauxite to key industries, including Refractory, Abrasives, Emery, Zeolite, Alumina Tri-Hydrate (ATH), Cement, Aluminium, and other mineral-based sectors. These

Your Company continues to prioritize sustainability across its mining value chain by maximising the utilisation of available mineral resources. This strategic approach is focussed on enhancing resource efficiency, minimizing wastage, and generating greater value from the Nation's finite geological reserves. By embracing the principles of the circular economy and optimising the utilisation of historical mining outputs, the Company is transforming previously underutilised resources into valuable commercial products.

A notable example of this initiative is the strategic operational revival of the long-standing manganese project at Shivrajpur. Low-grade manganese dumps, which were historically categorised as mining waste, have been scientifically evaluated, and supplied for value addition to downstream industrial consumers who convert into marketable mineral products, thereby ensuring optimal resource utilisation and reducing mineral wastage.

As Manganese is recognised as a strategic mineral, this initiative not only promotes sustainable mining practices but also contributes to enhancing domestic resource security and supporting India's future mineral requirements.

FY 2025-26 marked a transformational year for your Company's Silica Sand business at Rajpardi, recording the highest-ever annual despatch in the project's history. Driven by a focussed strategy of market expansion, new customer acquisition, and the consolidation of long-term supply arrangements, the business delivered an unprecedented growth trajectory that significantly exceeded its annual targets.

During the year, the business achieved a total despatch of 20.91 lakh MT against an annual target of 13.00 lakh MT - representing a despatch achievement of 161% of target and a 201% year-on-year increase over FY 2024-25 (6.94 lakh MT). Correspondingly, sales revenue surged from ?10 crore in FY 2024-25 to ?36 crore in FY 2025-26, reflecting a growth of 260% and demonstrating successful monetisation of the Company's available mineral resources. Notably, the Rajpardi Project achieved operational breakeven during the year - a significant financial milestone.

This exceptional performance was underpinned by deliberate strategic initiatives. The customer base was strengthened through the enrolment of six new Long-Term Supply (LTS) customers via the Expression of Interest (EOI) process, while additional quantities were successfully allotted to established customers, enabling higher despatch volumes. The Long-Term Supply model proved particularly effective, ensuring consistent and committed offtake that provided operational stability and revenue predictability throughout the year.

The cumulative impact of these initiatives was substantial. GMDC successfully transitioned the Rajpardi Silica Sand business from a traditional, transactional sales approach to a customer-centric, market-driven model- one characterised by stable long-term partnerships and proactive demand management. The establishment of a strong, diversified LTS customer portfolio has laid a robust foundation for sustained growth in the years ahead, and positions GMDC favourably to scale the business in alignment with its broader mineral development objectives.

Your Company's power generation portfolio spans both thermal and renewable energy, with a total installed capacity of 456 MW. The Company operates the 250 MW lignite-based Akrimota Thermal Power Station (LTPS) at Nanichher, Kutch, along with 200.09 MW of wind power and 5 MW of solar power assets spread across Gujarat. This diversified energy portfolio not only strengthens Gujarat's power supply but also demonstrates the Company's commitment to a responsible and sustainable energy future.

During the year, your company continued its efforts towards revival and stabilisation of operations at Akrimota Thermal Power Station (LTPS), Kutch. The overall generation achieved during the year is as under:

The Board is pleased to intimate that both generating units have been successfully revived and synchronised following completion of major turnaround activities. The company is presently focusing on operational stabilisation, reliability improvement, performance optimisation, and sustained generation from the plant.

During the year, the Company's renewable energy portfolio, comprising wind and solar power projects with an aggregate installed capacity of 205.9 MW, generated 333.5 Million Units (MU) of electricity. Wind power projects contributed 327.1 MU, while the 5 MW solar power plant generated 6.4 MU during the year. The renewable energy segment continued to play a significant role in the Company's operations, demonstrating stable performance and reaffirming its commitment towards sustainable and clean energy generation. The Company remains focussed on enhancing operational efficiency and maximizing generation from its renewable energy assets.

Your Company was conferred the prestigious Golden Peacock Business Excellence Award by the Institute of Directors (IoD), New Delhi. This award acknowledges organisations that demonstrate outstanding performance across business strategy, operational efficiency, innovation, human resource development, and stakeholder value creation.

The Golden Peacock Business Excellence Award is a benchmark of organisational distinction, assessed through a rigorous evaluation framework aligned with global best practices. Your Company's recognition under this award is a reflection of its sustained commitment to excellence in mineral development, responsible resource management, financial prudence, and its unwavering focus on community and environmental stewardship.

Your Company's Kidapani Rare Earth Project is a strategically significant initiative aligned with India's vision of self-reliance in critical minerals and strengthening domestic supply chains for green energy, defence, electronics, and advanced manufacturing sectors. Located in Chhota Udepur district, the deposit is one of the largest identified hard-rock rare earth resources in India and is expected to support the country's growing rare earth requirements.

During the year, key milestones were achieved with the approval of the Mining Plan and Mine Closure Plan by the Atomic Minerals Directorate for Exploration and Research (AMD). Your Company has also acquired indigenous rare earth processing technology developed by BARC and is establishing analytical, bench-scale, and pilot-scale processing facilities at iCEM to build in-house capabilities across the value chain. In addition, plans for a Rare Earth Hub at Bharuch have progressed, along with stakeholder engagement at domestic and international levels to explore collaboration opportunities.

Your Company also signed an MoU with NMDC dated on 16.03.2026, MoU was signed in the Rare Earth Elements (REE) sector, the main purpose of which is to examine the feasibility of developing an integrated rare earth value chain in the state of Gujarat.

Going forward, your Company will focus on securing remaining statutory clearances, advancing mine development, commissioning pilot-scale facilities, and validating processing technology for commercial deployment. Parallel efforts will continue to establish downstream processing and manufacturing capabilities, positioning Gujarat as a key hub in India's emerging rare earth ecosystem and supporting the national objective of Atmanirbhar Bharat.

Your Company holds three greenfield lignite blocks in Western Kutch, Gujarat, underlain by an estimated 2.5 billion tonnes of cement-grade limestone one of the largest such reserves in India. As part of its strategic diversification, your Company aims to monetise this resource in three phases over the next 3-5 years: Lakhpat Punhrajpur (Wave I), Panandhro Extension (Wave II), and Bharkandam (Wave III). In Wave I, your Company offered 800 million tonnes through an EOI and competitive bidding process, culminating in the selection of three companies. Your company has entered into long-term supply agreements with identified partners. 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.

In FY 2025-26, your Company has made significant process in operationalising its copper project near Ambaji in Banaskantha, with exploration completed over 184-hectare area. This project is among the richest globally in metal concentration and also with over drilling of ~24,900 mtr, your company has successfully augmented resources from ~10 million tonnes to ~11.3 million tonnes.

Further strengthening the project's advancement, key statutory approvals were secured during FY 2025-26. These include the Mining Plan approval obtained in July 2025 and the Wildlife Conservation Plan approval granted in January 2026, marking critical milestones toward project development and operational-readiness.

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

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 Punhrajpur, Panandhro Extension, Bharkandam, Ghala, EFG Valia, and Damlai, collectively adding 482.9 million tonnes of reserves to Gujarat's energy supply base.

In the year FY2025-26, your Company has achieved a key milestone with the grant of Environmental Clearance (EC) for the Lakhpat Punhrajpur Project. Notably, this is the first mine in India to receive EC for the simultaneous extraction of two major minerals, lignite and limestone, marking a significant regulatory and operational advancement. The ground breaking of Lakhpat Punhrajpur Project has been done in June, 2026.

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.

Your Company has initiated strategic steps towards Underground Coal Gasification (UCG) and lignite gasification as part of its efforts to diversify into cleaner and value-added energy solutions, while enhancing resource utilisation.

During the year, your Company progressed on developing a comprehensive business plan for coal and lignite gasification. In parallel, pre-feasibility studies have been planned to evaluate the potential for UCG at the Buraphar Coal Block (Odisha) and lignite gasification at the EFG Valia and Ghala Lignite Blocks (Gujarat).

Your Company also signed an MoU with NTPC for supply of coal from Odisha coal blocks and its power generation and to explore opportunities for gasification from coal and lignite resources

Going forward, your Company will focus on assessing the outcomes of these studies, identifying suitable partners, and advancing pilot and commercial-scale gasification projects to unlock value from its coal and lignite resources.

As part of its strategic diversification into coal mining, the Company holds significant coal block allocations in the state of Odisha. The Buraphar Block, situated in Sundaragada district, holds geological reserves of 548 million tonnes, while the Baitarni (West) Block in Anugola district holds geological reserves of 1,097 million tonnes. Together, these two blocks represent a combined geological resource base of approximately 1,645 million tonnes, with mineable reserves estimated at around 660 million tonnes. Upon full ramp-up, the combined production capacity from these blocks is expected to exceed 20 million tonnes per annum (MTPA), marking a transformational step in the Company's long-term operational strategy.

In addition to the above, the Company has executed a Coal Mining Development and Production Agreement (CMDPA) with the Ministry of Coal for the Kudanali-Lubri Coal Mine, which carries a geological resource of 396.10 million metric tonnes (MMT). This agreement further reinforces the Company's expanding footprint in the national coal sector.

During the financial year 2025-26, significant progress was achieved in respect of the Baitarni (West) Block, with meaningful advancements made in land acquisition, mine plan approvals, and the obtainment of requisite statutory clearances. These developments are expected to accelerate the timelines for commencement of mining operations at this block.

Beyond its mining operations, your Company has also established a meaningful Corporate Social Responsibility (CSR) presence in Odisha. A school has been set up to serve the needs of local communities in the project-affected areas, with further plans underway for the establishment of a hospital and a sports academy, reflecting the Company's commitment to inclusive and sustainable development.

On the utilisation front, your Company has forged a strategic partnership with Gujarat Urja Vikas Nigam Limited (GUVNL), under which coal sourced from the Odisha blocks will be utilised to support 4,400 MW of thermal power generation capacity. An additional 1,000 MW of generation capacity is also envisaged to be met through coal production from the Company's upcoming Gujarat lignite mines, thereby strengthening the energy security framework of the state of Gujarat.

During FY 2025-26, the following changes occurred in the composition of the Board:

Prof. Shailesh Gandhi, Independent Director completed his tenure on 31st December, 2025. Shri Sandeep Kumar, IAS, Secretary (Economic Affairs), Finance Department, Government of Gujarat was appointed as Director by the Government of Gujarat vice Ms Arti Kanwar, IAS transferred.

The Board places on record its sincere appreciation for the valuable services rendered by the Director who ceased to be the member of the Board during the year.

In terms of Section 203 of the Companies Act, 2013, the KMP of the Company as on 31st March, 2026 are Shri Roopwant Singh, IAS, Managing Director, Smt. Anupma K Iyer, Chief Financial Officer and Shri Joel Evans, Company Secretary.

All Independent Directors of the Company have furnished declarations that they meet the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Independent Directors have also confirmed, in terms of Regulation 25(8) of the SEBI LODR Regulations, 2015, that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

As a Government Company, the Government of Gujarat appoints Directors to the Company's with the exception of Independent Directors. The 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 the Company hold non-executive positions.

The Independent Directors, at their meeting held on 30/03/2026 conducted performance evaluation of the Chairman and the Non-Independent Directors and the Board, as a whole. The manner of performance evaluation is explained in the Corporate Governance Report which forms the part of this Annual Report.

During the Financial Year 2025-26, the Board of Directors met five (5) times. The meetings were held in compliance with Section 173 of the Companies Act, 2013 and Regulation 17(2) of the SEBI LODR Regulations, 2015. The intervening gap between any two consecutive meetings did not exceed one hundred and twenty (120) days. Notice of each Board Meeting was given to all Directors well in advance, with the Agenda and supporting documents.

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors state and confirm that:

1. In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

2. The Directors have selected such accounting policies and applied them consistently, and made judgements 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 31st March, 2026 and of the profit of the Company for the year ended on that date;
3. The Directors have taken proper and sufficient care 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;
4. The Directors have prepared the Annual Accounts on a 'going concern' basis;
5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

In compliance with Regulation 34(3) read with Schedule V of the SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance, along with a Certificate from the Statutory Auditors of the Company on compliance with conditions of Corporate Governance as stipulated thereunder, forms part of this Annual Report and Annexed at Annexure VII to this report.

GMDC is committed to maintaining the highest standards of Corporate Governance, transparency, accountability, and ethical business conduct in all its operations. The governance framework rests on four pillars: Fairness, Accountability, Responsibility, and Transparency (FART). The Company complies with all applicable provisions of the Companies Act, 2013, the SEBI LODR Regulations, 2015 (as amended), and applicable Secretarial Standards. Relevant information as required under Schedule V of SEBI LODR including criteria for payment of remuneration, disclosures on related party transactions, certificate of non-disqualification of Directors etc. is included in the Corporate Governance Report.

Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Dhirubhai Shah & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors for the Financial Year 2025-26 by the Comptroller & Auditor General of India. They have issued their Independent Auditors' Reports on the Standalone and Consolidated Financial Statements, which form part of this Annual Report. The Reports do not contain any qualification, reservation, adverse remark, or disclaimer requiring any explanation from the Board.

The accounts of GMDC are subject to supplementary audit by the Comptroller and Auditor General of India under Section 143(6) of the Companies Act, 2013. The Supplementary Audit Report of C&AG, if any, is appended to this Annual Report. The Company takes note of and appropriately addresses all comments and observations of C&AG. No adverse comments were received from C&AG for FY 2025-26. The Comments of C&AG are attached as is attached as Annexure - I to this Report.

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s Manoj Hurkat & Associates Practising Company Secretaries (CP No. 2574), as the Secretarial Auditors for FY 2025-26. The Secretarial Audit Report in Form MR-3 is attached as Annexure - II to this Report.

The Annual Secretarial Compliance Report as required under Regulation 24A of the SEBI LODR Regulations, 2015 has been submitted to the Stock Exchanges.

With regard to the observation of the Secretarial Auditor on the composition of the Board of Directors of the Company, it may be noted that the Company is a Government Company and the appointment of Directors on its Board is made by the Government of Gujarat, being the appointing authority. Accordingly, the Company does not have the discretion or authority to independently appoint Directors or reconstitute the Board. The Company has taken up the matter with the Government of Gujarat for appointment of the requisite Independent Director, and the proposal is presently under consideration for approval. The Company is continuously pursuing the matter with the concerned authorities and shall take necessary steps for compliance with Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 upon receipt of the requisite approval.

The Company has engaged R. S. Patel & Co., Chartered Accountants, as Internal Auditors for FY 2025-26. Internal Audit findings are presented to the Audit Committee on a quarterly basis. No adverse internal audit findings were reported during the year.

In accordance with Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company maintains cost records and gets them audited. The Board, on the recommendation of the Audit Committee, appointed M/s Dalwadi & Associates, Cost Accountants, as Cost Auditors for FY 2025-26. The remuneration of the Cost Auditors was ratified by the Members at the 62nd AGM. The Cost Audit Report for FY 2025-26 shall be filed with the Ministry of Corporate Affairs within the stipulated time. The Cost Audit Report for FY 2024-25 was filed on 4th August, 2025.

The Company has implemented a comprehensive Enterprise Risk Management (ERM) framework aligned with global best practices. The Board-level Risk Management Committee oversees risk identification, assessment, monitoring, and mitigation.

The Company is committed to establish a robust mechanism for proactive risk management, which is based on the following underlying principles:

The Company endeavours to create and foster risk awareness across the Company, through continuous education and training on risk management.

The Company encourages and strengthens the accountabilities, ownership, and responsibilities with respect to risk management across all levels and activities of the Company. The Company will align and integrate varying views on risk management and review and monitor a uniform risk management framework across the business Units, corporate functions of the Company. The responsibility for risk management is shared across the organisation. The company has established three pillars of risk management responsibilities in its Governance structure as Risk Oversight, Risk Infrastructure and Management, and Risk Ownership, that cascades the scope of activities to senior management and all employees, across the Company.

The Company has in place a robust system of Internal Financial Controls (IFC) commensurate with its size, scale, and complexity. These controls have been designed to provide reasonable assurance with regard to: (i) orderly and efficient conduct of business; (ii) safeguarding of assets; (iii) prevention and detection of frauds and errors; (iv) accuracy and completeness of accounting records; and (v) timely preparation of reliable financial information.

The IFC framework includes a well-documented organisational structure, delegation of authority, documented policies and standard operating procedures (SOPs), comprehensive ERP system, independent internal audit function, Audit Committee oversight, and regular management reviews. During the year, no material weaknesses in IFC were identified by the Statutory Auditors or Internal Auditors. The Board confirms that IFC systems are adequate and operating effectively.

All transactions entered into by the Company with related parties during FY 2025-26 were in the ordinary course of business and at arm's-length basis, in compliance with Section 188 of the Companies Act, 2013, Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 23 of the SEBI (LODR) Regulations, 2015.

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. Our Policy on The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Company's website and is readily accessible at: https://www.gmdcltd.com/download/Corporate-Policies.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Members may refer to Note 2.48 of the Standalone Financial Statement which sets out Related Parties Disclosures pursuant to Ind AS 24.

The information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure - IV to this Report.

GMDC's employees are the cornerstone of its success. The Company believes in nurturing talent and building a high-performance, safety-conscious workforce. As on 31st March, 2026, the Company had 970 employees on its rolls, in addition to contract workers deployed at its mining and power plant operations.

During the year, the Company continued to invest significantly in its human capital, recognising that a motivated, skilled, and safe workforce is the foundation of its long-term growth strategy. The Company pursued a comprehensive set of HR initiatives designed to build organisational capability, enhance employee engagement, and foster a culture of excellence and accountability

The flagship organisational transformation programme, Project SHIKHAR, continued in full force during the year. This strategic initiative is aimed at driving a fundamental shift in the Company's culture embedding values of excellence, safety, and innovation at every level of the organisation, from mine operators to senior management. Project SHIKHAR has been instrumental in redefining the way GMDC operates, plans, and delivers, and its continued implementation during FY 2025-26 has yielded measurable improvements in organisational effectiveness and employee morale.

Complementing this, the I am GMDC programme - a dedicated employee engagement and identity initiative - was actively pursued during the year. The programme is designed to instil a deep sense of pride, ownership, and belonging among employees, reinforcing their personal connection to the Company's mission of sustainable mineral development and energy security for Gujarat.

Recognising the importance of building a strong talent pipeline for the future, your Company continued its Young Leaders Program in collaboration with premier management and technical institutes across India. The programme is specifically designed to attract, identify, and develop next-generation mining talent, equipping young professionals with the leadership skills, technical knowledge, and industry exposure necessary to drive the Company's ambitious growth agenda in the years ahead.

On the safety training front, Extended Reality (XR)-based safety training modules were implemented at the Company's Vocational Training Centre (VTC) at ICEM for dumper operators and mining personnel. By simulating real-world underground mining conditions in a risk-free virtual environment, this innovative training methodology has significantly enhanced operator-readiness and safety consciousness across the Company's mine sites.

Beyond capability building, the Company continued to provide its employees with a comprehensive suite of welfare facilities including medical benefits, subsidised housing, canteen services, transport, and recreational amenities for employees and their families, reflecting your Company's commitment to the holistic well-being of its workforce. Throughout the year, industrial relations across all units remained cordial and harmonious, with no major work stoppages, strikes, or disputes, reflecting the trust and mutual respect that define the Company's relationship with its workforce.

The Company places immense value on the holistic well-being and all-round development of its employees, and this commitment was vividly reflected in the wide array of employee engagement activities organised during FY 2025-26 across its Head Office and Project sites. The Company curated a rich calendar of initiatives spanning health and wellness, financial literacy, environmental awareness, and motivational development, ensuring that employees felt supported, inspired, and connected to a larger sense of purpose beyond their day-to-day responsibilities.

The Company has in place a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at Workplace (POSH Policy) in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees (ICCs) are constituted at various locations. During FY 2025-26, no complaints were received/pending under the said Act.

During the financial year 2025-26:

(a) Number of complaints of sexual harassment received: Nil
(b) Number of complaints disposed of during the year: Nil
(c) Number of cases pending for more than ninety days: Nil
Annual return under the POSH Act, 2013 has been filed with the District Officer / SHE portal as required.

The Company has duly complied with all the provisions of the Code on Social Security, 2020 (previously Maternity Benefit Act, 1961), and has extended all statutory benefits to eligible women employees during the financial year 2025-26.

The Company does not have any subsidiary companies as on 31st March, 2026. A Statement containing the salient features of the financial statements of joint ventures / associates / subsidiaries pursuant to Section 129(3) of the Companies Act, 2013 in Form AOC-1 is annexed as Annexure - VI to this Report.

The Company has filed a petition to wind up Naini Coal Company Limited before the NCLT, Ahmedabad Bench, the decision of which is yet awaited.

The information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - III to this Report. The list of top 10 employees in terms of remuneration drawn is also included in Annexure-III.

During the financial year 2025-26, there were no employees of the Company drawing remuneration in excess of the limits specified under Rule 5(2)(i) and (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the particulars required to be disclosed pursuant to the said Rules are not applicable to the Company.

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Listing Regulations read with Ind AS 110- Consolidated Financial Statements, Ind AS 28- Investments in Associates and Joint Ventures and Ind AS 31- Interests in Joint Ventures, the consolidated audited financial statement forms part of this Annual Report.

The Company has not given any loans or guarantees or provided any security under Section 186 of the Companies Act, 2013 that require specific disclosure, other than those disclosed in the Notes to the Financial Statements.

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26 forms a separate section of this Integrated Annual Report. The Company, being among the top 1,000 listed companies by market capitalisation, is mandated to furnish the BRSR. The BRSR provides detailed disclosures across all nine principles of the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs.

In accordance with the SEBI LODR requirements and the applicable glide path for FY 2025-26, the Company has obtained reasonable assurance on the BRSR Core disclosures from an independent assurance provider, M/s JointValues. The Business Responsibility and Sustainability Report attached to this Annexed as Annexure V and the BRSR Core disclosure and the Reasonable Assurance Certificate is attached at thertof this Report.

Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is attached at Annexure VIII of this Report, which forms part of this Annual Report.

Your Company's CSR philosophy is rooted in its commitment to inclusive and sustainable development of communities around its areas of operation. In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of GMDC ensured that the Company spent at least two percent of the average net profits of the three immediately preceding financial years on CSR activities during FY 2025-26.

CSR activities of the Company are implemented through its implementing arm, GMDC- Gramya Vikas Trust (GMDC- GVT), established for undertaking socio-economic development and community welfare initiatives across the Company's project locations in Gujarat and Odisha.

In pursuance of its CSR Policy, the Company remained steadfast in its commitment to creating meaningful and lasting impact across communities. Through a carefully curated portfolio of initiatives spanning Rural Transformation, Health, Education, Sports for Development, Women Empowerment, Arts, Culture & Heritage, as well as Environment, the Company advanced an inclusive and holistic development agenda - one that places people at the centre of its growth story. The CSR Policy is available on the Company's website: https://www.gmdcltd.com/about/corporate-policies-gmdc/

In a proud recognition of its sustained and meaningful contributions to social development, your Company was conferred the prestigious "Golden Peacock Award for Corporate Social Responsibility" in the National Level Category by the Institute of Directors, India during FY 2025-26. The award reflects the culmination of years of consistent, community-centric CSR programming implemented through GMDC GVT and directly by the Company across Gujarat and Odisha. Your Directors take immense pride in this recognition.

For FY 2025-26, a total CSR expenditure of ?42.40 crore (excluding booking of deferred expenses to the tune of ?19.00 crore) has been incurred across Gujarat and Odisha, covering beneficiaries across multiple thematic areas. The Company has ensured CSR expenditure in compliance with regulatory requirements.

The Annual Report on CSR Activities in the prescribed format, pursuant to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, is annexed as Annexure - IX to this Report.

As a responsible mining enterprise, your Company is committed to protecting the environment and promoting sustainable development. Guided by the principles of responsible mining and aligned with the vision of Atmanirbhar Bharat, Mission LiFE, India's clean energy transition, and the Sustainable Development Goals (SDGs), GMDC continues to integrate sustainability into its operations.

In FY 2025-26, the Company undertook several environmental initiatives across its mining and power projects. These efforts focussed on improving resource efficiency, reducing environmental impact, and promoting sustainable practices, reflecting the Company's commitment to responsible growth and long-term environmental stewardship.

Throughout the year, the Company undertook large-scale afforestation and ecological restoration initiatives such as Sanjeevani Van, Hariyali Van and Navijvan Van, resulting in plantation of over 1.09 lakh saplings across more than 40 hectares. Further, the Company undertook greenbelt development in designated safety zones, carried out slope stabilisation by spreading seedballs across approximately 2 hectares, and promoted post-mining land restoration through orchard development. These initiatives were aimed at improving the ecological value of the area and supporting long-term environmental sustainability. Community engagement initiatives such as distribution of saplings and 1,800+ seedball preparation activities with students were also conducted to promote environmental awareness.

Recognising water as a critical natural resource, your Company strengthened its water stewardship practices across its operations. At the thermal power plant, the Company implemented an internal recycling system that reuses around 80 cubic metres of RO reject water per day, thereby reducing wastewater discharge and improving overall water efficiency. During the year, the Company treated and utilised 5,12,616 cubic metres of pit water through its Effluent Treatment Plant (ETP) and RO facilities. In addition, the Company installed a 25 cubic metres per day Sewage Treatment Plant (STP), with treated wastewater being used for gardening and greenbelt development. Rainwater conservation measures were also implemented across operational areas.

Following circular economy principles, your Company transformed industrial byproducts and scrap materials into usable assets. Fly ash generated at the thermal power station was converted into construction materials through an automated brick manufacturing facility producing approximately 1,000-1,500 bricks per day. Scrap material was repurposed into functional infrastructure through in-house fabrication.

By installing a total of 170 kW of solar power plants, including rooftop plants, parking shadow solar systems, and lighting infrastructure, at Gadhssia, Umsarar, Bhavnagar and Mevasa Projects, the Company expanded its clean energy initiatives. Rooftop solar power produced approximately 2,22,984 kWh of clean energy, while the 5 MW solar power plant produced 626,520 kWh of electricity.

Your Company invested in advanced monitoring and digital technologies, including the installation of three 24x7 Continuous Ambient Air Quality Monitoring Stations (CAAQMS). Together with dry fog systems, water sprinkling arrangements and sprinkler systems along 7 km of haul routes, these measures strengthened emissions compliance and environmental performance.

The Company's sustainability journey reflects its commitment to regulatory excellence and its intent to support India's transition towards a resilient, low-carbon, and environmentally responsible economy. Your Company remains committed to creating enduring environmental and social value through responsible mining practices, innovation-driven sustainability solutions, and a balanced approach to economic growth, ecological preservation, and community well-being.

Your Company received an ESG rating of 77.7/100, categorised as 'Aspiring' by an independent ESG rating agency, reflecting the Company's growing commitment to responsible business conduct. The Company is committed to progressively improving its ESG performance across all parameters.

In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT 7) for FY 2025-26 is available on the Company's website at https://www.gmdcltd.com/annual-return/

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

The Audit Committee of the Company comprises the following members out of which 3 (three) are Independent Directors as on March 31, 2026.

The Audit Committee is chaired by an Independent Director.

In accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI LODR Regulations, 2015, the Company has established a Vigil Mechanism for Directors and employees to report genuine concerns about unethical behaviour, fraud, corruption, or violations of the Company's Code of Conduct. The mechanism provides safeguard against victimisation and direct access to the Chairman of the Audit Committee for reporting. During FY 2025-26, no personnel was denied access to the Audit Committee. The Whistle Blower Policy is available on the Company's website.

The Company has duly complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)- SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings) during FY 2025-26.

The Company has not accepted any deposits from the public during FY 2025-26 within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There are no outstanding deposits that are unpaid or unclaimed.

In terms of Section 148(1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. Cost records are maintained in the requisite format and are subject to cost audit.

There were no loans given, guarantees provided, or investments made under Section 186 of the Companies Act, 2013 beyond those disclosed in the Notes to Financial Statements.

The Company has obtained adequate insurance coverage for all its assets, properties, mining equipment, LTPS and renewable power assets, and vehicular assets against natural calamities, fire, theft, and other risks. The Company also maintains appropriate liability insurance policies, including public liability and third-party liability insurance.

No material changes or commitments affecting the financial position of the Company have occurred between 31st March, 2026 and the date of this Board's Report, except as otherwise disclosed in this Report or the Financial Statements.

In compliance with the website disclosure requirements introduced by the SEBI LODR Amendment Regulations (effective December 2024), the Company's website (www.gmdcltd.com) has been updated with: (i) Memorandum of Association; (ii) Articles of Association; (iii) Brief profiles of all Board of Directors including details of directorships, committee memberships, and full-time positions in body corporates; along with all other disclosures prescribed under Regulation 46(2) of the SEBI LODR Regulations, 2015.

Details of significant pending litigations and disputes are disclosed in the Notes to Financial Statements. The Company is contesting all such proceedings and has taken appropriate legal advice. The Board does not foresee any material adverse impact on the Company's financial position arising from pending litigations.

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

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.
• No fraud has been reported by the Auditors to the Audit Committee or the Board.
• No proceeding pending under the Insolvency and Bankruptcy Code, 2016.
• No instance of one time settlement with any Bank or Financial Institution.

The Board of Directors places on record its sincere gratitude and appreciation to the Government of Gujarat, particularly Industries and Mines Department, and the Commissioner of Geology and Mining for their continued policy support, guidance, and confidence reposed in the Company, the Government of India including the Ministry of Mines, Ministry of Coal, Ministry of Environment, Forest and Climate Change (MoEF&CC), Department of Atomic Energy (DAE), and other central ministries for their invaluable policy support and the Government of Odisha for their continued support and guidance.

The Board of Directors places on record its sincere gratitude to all valued customers - spanning the textiles, chemicals, ceramics, bricks, and captive power sectors - for their continued trust in your Company's products and services. The Board also acknowledges with deep appreciation the dedication, hard work, and unwavering commitment to safety demonstrated by every employee of GMDC across its mines, power plants, and administrative offices; it is their collective effort that remains the cornerstone of the Company's sustained performance and growth.

its mines, power plants, and administrative offices; it is their collective effort that remains the cornerstone of the Company's sustained performance and growth.

The Board further extends its heartfelt thanks to the communities and local bodies in the areas of the Company's operations across Gujarat and Odisha, whose cooperation, support, and partnership have been integral to the Company's journey.

Your Company remains committed to nurturing these relationships and to growing together with all its stakeholders in the years ahead.