DIRECTORS' REPORT

Your directors have pleasure in presenting the 27^th Annual Report on the business & operations of the Company together
with the Standalone and Consolidated Audited Financial Statement for the year ended 31^st March 2026.

1. FINANCIAL HIGHLIGHTS:

' In Crores

2. REVIEW OF PERFORMANCE:

Your Company's performance during the year
under review was satisfactory, in the given market
conditions. The Company has reported healthy
operating margins of 28% on standalone operations
and 25% on consolidated operations lead by higher
volume of production in Iron Ore Mining, Iron Ore
Pellet, Sponge Iron, despite lower sales realizations
in all products except Ferro Alloys and Galvanized
Fabricated Products. Given the above backdrop, the
highlights of standalone & consolidated results are
given below:

Standalone Operations:

Ý Revenue from operations for the year marginally
increased by 1.13% to '4713.96 Crores as
compared to '4661.24 Crores during previous
Financial Year

Ý EBITDA for the year increased by 12.36% to
' 1370.24 Crores as compared to '1219.56 Crores
during previous Financial Year

Ý Profit after tax increased by 19.46% to ' 919.43

Crores as compared to ' 769.64 Crores in previous
Financial Year

Consolidated Operations:

Ý Revenue from operations excluding other income
for the year increased by 0.09% to '5380.65
Crores as compared to ' 5375.73 Crores during
the previous Financial Year;

Ý EBITDA for the year increased by 4.46% to
'1347.21 Crores as compared to ' 1289.69 Crores
during previous Financial Year

Ý Profit after tax during the year decreased by
1.38% to '801.74 Crores as compared to ' 812.98
Crores during previous Financial Year

The detailed comments on the operating and
financial performance of the Company, during year
under review have been given in the Management
Discussions & Analysis.

3. DIVIDEND AND DIVIDEND DISTRIBUTION
POLICY:

The Board of Directors of your Company has

recommended a final dividend of Re.1/- per share of
nominal value of Re.1/- each on the paid-up capital
of the Company for the financial year 2025-26. The
outflow of funds on account of final dividend shall
be '67.31 Crores (previous year final dividend '66.94
Crores i.e. Re.1/- per equity shares). The final dividend
for the financial year 2025-26, if approved by the
shareholders of the company in the ensuing Annual
General Meeting, will be paid in due course as per the
applicable provisions of the Companies Act, 2013.

Dividend Distribution Policy in terms of Regulation
43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, ('SEBI Listing Regulations') the
Board of Directors of the Company (the 'Board')
formulated and adopted the Dividend Distribution
Policy (the 'Policy'). The Policy is available on our
website athttps://www.godawaripowerispat.com/
policiesreports

4. SCHEME OF AMALGAMATION:

During the year under review, the Board of Directors
in its meeting held on 05^th August, 2025 approved the
Scheme of Amalgamation of Godawari Energy Limited
(GEL) with Godawari Power and Ispat Limited (GPIL).
The Hon'ble National Company Law Tribunal (NCLT),
Cuttack Bench has sanctioned the aforesaid Scheme
of Amalgamation vide order dated 10^th March,
2026 and a Corrigendum order has been issued by
Hon'ble NCLT dated on 11^th March, 2026 due to minor
typographical non-material correction in the NCLT
Order dated 10^th March, 2026. Pursuant to the Hon'ble
NCLT order, Godawari Energy Limited stands merged
with Godawari Power and Ispat Limited with effect
from 23^rd March, 2026.

5. SHARE CAPITAL:

A. Increase in Authorised Share Capital due to
Merger:

Consequent upon coming into effect of the
above Scheme of Amalgamation, the Authorized
share Capital of the Godawari Energy Limited
amounting to '25,00,00,000 has been added to
the Authorised Share Capital of the Company.
Accordingly, the Authorized Share Capital of the
Company has been increased to '99,00,00,000/-
(Rupees Ninety-Nine Crores only) divided into

95.80.00. 000 Equity Shares of Re.1/- each and

32.00. 000 Preference Shares of '10/-each.

B. Issue of Warrants convertible into Equity:

During the year under review, the Board of

Directors of the Company, at its meeting held
on 18^th September 2025, approved the issue
of 2,04,08,220 warrants convertible into equity
shares on a preferential basis to the Promoter
Group and Non-Promoter Group Investors at a
price of '245 per warrant convertible into equal
number of Equity Shares of Re. 1/= each fully paid
at a premium of '244 per equity share.

The shareholders of the Company accorded their
approval for the aforesaid preferential issue in
their Extraordinary General Meeting held on 15^th
October 2025.Thereafter, the Board of Directors,
at its meeting held on 14^th November 2025,
approved the allotment of 2,04,08,220 warrants
on a preferential basis to the eligible allottees,
in accordance with the applicable provisions
of the Companies Act, 2013 and Securities and
Exchange Board of India (ICDR) Regulations 2018.

None of the Directors except Mr Dinesh Agrawal
has been allotted any convertible warrants.

C. Exercise and Allotment of Equity Shares upon
conversion of ESOPs:

The Company has allotted 10,17,470 equity
shares pursuant to exercise of Employee Stock
Options vested by the employees of the Company
during the year The Secretarial Auditor of your
company has provided a certificate stating that
aforesaid ESOP Scheme has been implemented
in accordance with SEBI (SBEB & SE) Regulations,
2021. The applicable disclosures relating to GPIL
ESOP Scheme 2023, as stipulated under the
ESOP Regulations, pertaining to the year ended
31^st March, 2026, is posted on the Company's
website athttps://www.godawaripowerispat.com/
esop/disclosure/reportsand forms a part of this
Report.

D. Conversion of Warrants into Equity Shares:

The Company has allotted 13,72,500 equity
shares upon exercise of conversion of Warrants
into Equity Shares of the Company during the
year

E. Paid-up Share Capital as on 31^st March, 2026:

As on 31^st March, 2026, the paid-up Equity Share
Capital of the company was '67.13 Crores divided
into 67,13,64,910 Equity Shares of Re.1 each
including 2,25,00,000 equity shares of Re.1/- each
held in the name of GPIL Beneficiary Trust.

F. Dematerialization of Equity Shares:

The equity shares of the company representing

99.97% of the share capital are dematerialized as
on 31^st March 2026.The dematerialization facility
is available to all shareholders of the company
from both the depositories namely National
Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). The
Depositories have allotted ISIN: INE177H01039
for dematerialization of shares of the company.
Shareholders who are holding shares in physical
mode are requested to dematerialize their shares.

During the year under review, the Company has
not issued any shares with differential voting
rights nor sweat equity.

6. ALTERATION OF MEMORANDUM OF
ASSOCIATION:

The Board of Directors in its meeting held on 06^th
February, 2026 amended the Object Clause of the
Memorandum of Association of the Company for
adding logistics and rail transportation activities etc.
The Shareholders of the Company have approved
the said amendment in the Object Clause of the
Memorandum of Association of the Company vide
Special Resolution passed at the Extra Ordinary
General Meeting of the Company held on 14^th March,
2026.

7. EXPANSION/NEW PROJECTS:

A. Cold Rolling Mill (CRM) Project:

The Company is setting up of 0.7 MTPA Cold
Rolling Mill (CRM) Project for manufacture of Heavy
Structural Steel at Village: Sarora, Tehsil: Tilda Dist:
Raipur, Chhattisgarh at an estimated project cost
of '900 Crores. The project is registered under
the ambit of PLI 1.1 and PLI 1.2 incentives.

B. Setting Up of 40_Gwh Battery Energy Storage
System (Bess) Plant:

Battery Energy Storage System (BESS) Project
of 40 GWh in two phases (Phase-I - 20GWh in
FY26-27 and Phase-II-20GWh in FY28-29) has
been undertaken by the company's wholly owned
subsidiary namely Godawari New Energy Private
Limited (GNEPL) with an envisage total project
cost of '1625 Crores including working capital
margin Money.

Similarly, the Company is setting up a Battery
Energy Storage System (BESS) with a capacity
of 45 MWh at the Company's solar power plant
located at Mahurmkala, at an estimated project
cost of approximately ' 40 Crores.

C. Integrated Steel Plant:

The Company is setting up an Integrated Steel
Plant with a capacity to manufacture 1.00
million tons per annum of Iron & Steel finished
products in the form of heavy & medium section
structural steel and wire rods to strengthen its
presence in the steel sector and capitalize on
the growing demand for structural steel in India.
The Integrated Steel Plant is proposed to be set
up at village Sarora, Tehsil Tilda, District Raipur,
Chhattisgarh, which is 50 KMs away from Raipur,
Chhattisgarh. The project cost is envisaged at
'7000 Crores to be funded through the mix of
debt and equity (internal accruals).

D. Solar Power Capacities:

The Company is expanding its captive solar power
capacity from 165 MW to 540 MW i.e. additional
375 MW to support its iron ore mines, additional
2 million tons pellet plant, CRM, and 1-million-
ton steel plant operations. Out of 375 MW, 25
MW solar project has already commenced in
the month of May, 2026. 100 MW solar project
construction and module installation activities are
in progress with completion targeted in Q2FY27.
250 MW solar project progressing with partial
land in possession and balance government land
allotment. Power evacuation line construction is
underway. Project commissioning is aligned with
the end-use projects.

8. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual
return in the prescribed format is available athttps://
www.godawaripowerispat.com/shareholdersreports

9. NUMBER OF MEETINGS OF BOARD:

During the period under review, 07 (Seven) Board
Meetings were convened and held, the details of
which are given in the Corporate Governance Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors make the following statements in
terms of Section 134(3) (c) of the Companies Act,
2013 based on the representations received from the
operating management and Chief Financial Officer of
the Company:

a. That in the preparation of the annual accounts,
the applicable accounting standards have been
followed along with proper explanation relating
to material departures;

b. That your Directors have selected such accounting

policies and applied them consistently, and made
judgment and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
Financial Year and of the profit of the Company for
that period.

c. That your Directors have taken proper and
sufficient care for the maintenance of adequate
accounting records in accordance with the
provisions of this Act for safeguarding the
assets of your Company and for preventing and
detecting fraud and other irregularities;

d. That your Directors have prepared the annual
accounts on a going concern basis.

e. That your Directors have laid down proper internal
financial controls to be followed by the Company
and that such financial controls are adequate and
were operating effectively; and

f. That your Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems were
adequate and operating effectively.

11. STATEMENT ON DECLARATION BY
INDEPENDENT DIRECTOR:

All Independent Directors of the Company have given
declarations as required under the provisions of
Section 149 (7) of the Companies Act, 2013 stating that
they meet the eligibility criteria of independence as
laid down under section 149(6) of the Companies Act,
2013 and Regulation 25 of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

12. SEPERATE MEETING OF INDEPENDENT
DIRECTORS:

During the year under review, the Independent
Directors held their separate meeting on 19^th May,
2026 inter alia, to discuss:

Ý Review the performance of Independent
Directors.

Review the performance of the Non-Independent
Directors.

Review the performance of the committees and
Board as a whole.

Review the performance of the Chairman of
the Company, taking into account the views of
Executive Directors and Non Executive Directors.

Assess the quality, quantity and timeliness of

flow of information between the Company
management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.

13. NOMINATION AND REMUNERATION
COMMITEE AND ITS POLICY:

Company's Policy on Directors Appointment and
Remuneration including criteria for determining
qualification, positive attributes, independence of
directors and other matters provided under section
178(3) of the Companies Act, 2013 is also placed at
the website of the Company:

https://gpil.sgp1.digitaloceanspaces.com/gpil-
documents/active/active/policies/001559a5-464b-
46a9-8404-da1871253c46.pdf .

The Nomination and Remuneration Committee
comprise of Mrs. Roma Ashok Balwani (Chairperson),
Mr Samir Agarwal and Mr Raj Kamal Bindal. More
details are given in the Corporate Governance Report.

14. AUDIT COMMITTEE COMPOSITION:

The Audit Committee comprise of Mr Hukam Chand
Daga (Chairman), Mr Raj Kamal Bindal, Mr Samir
Agarwal and Mrs. Neha Sunil Huddar More details are
given in the Corporate Governance Report.

15. RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprise of Mr
Sunil Duggal (Chairman), Mr Hukam Chand Daga, Mr
Samir Agarwal, Mr Abhishek Agrawal and Mr KVSKN
Ravindran. More details are given in the Corporate
Governance Report. The risk management issues
are discussed in detail in the report of Management
Discussion and Analysis.

16. DEVELOPMENT AND IMPLEMENTATION OF
RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy
to identify and evaluate business risks associated with
the operations and other activities of the Company
and formulated risk mitigations strategies.

17. CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE:

The CSR Committee is comprising of Mrs. Roma
Ashok Balwani (Chairperson), Mr Sunil Duggal, Mr
Abhishek Agrawal and Mr Vinod Pillai. The powers,
role and terms of reference of the CSR Committee
is in accordance with the provisions of Section 135
of the Companies Act, 2013, and the policy framed
as per amendments inserted by the Companies
(Amendment) Act, 2019, Companies (Amendment) Act,
2020 and Companies (Corporate Social Responsibility
Policy) Amendment Rules, 2021 and the same has
been disclosed on the website of the Company
athttps://gpil.sgp1.digitaloceanspaces.com/gpil-
documents/active/active/policies/9c8e4c2f-265a-
488e-acc8-bb74c3465ed3.pdf. More details are given
in the Corporate Governance Report.

CSR Committee's Responsibility Statement:

CSR Committees hereby states that the implementation
and monitoring of CSR activities, is in compliance with
CSR objectives and Policy of the Company.

18. ANNUAL REPORT ON CSR ACTIVITIES:

The Annual Report on CSR activities initiated and
undertaken by the Company during the year under
review is annexed herewith as an ANNEXURE-01.

19. ENVIRONMENTAL, SOCIAL AND

GOVERNANCE (ESG) COMMITTEE:

The Environmental, Social and Governance (ESG)
Committee comprise of Mr Sunil Duggal (Chairman),
Mrs. Roma Ashok Balwani, Mr Abhishek Agrawal and
Mr KVSKN Ravindran. More details are given in the
Corporate Governance Report.

20. FINANCE COMMITTEE:

The Finance Committee comprise of Mr Bajrang Lal
Agrawal, Mr Abhishek Agrawal, Mr Vinod Pillai and Mr
Sanjay Bothra.

21. AUDITORS:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act
and the rules framed thereafter, M/s. Singhi & Co (FRN:
302049E) has been appointed as Statutory Auditor
of the Company for a period of five years from the
financial year 2022-23 to financial year 2026-27 i.e. till
conclusion of the Annual General Meeting to be held
in the year 2027, after obtaining a certificate from M/s.
Singhi & Co. to the effect that if their appointment is
made, the same would be within the limits prescribed
under Section 141 (3) (g) of the Companies Act, 2013
and that they are not disqualified for re-appointment
and also satisfies the criteria as mentioned under
Section 141 and they have obtained peer review
certificate as required under SEBI Guidelines for
appointment of Statutory Auditors of listed companies.

Cost Auditors

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost

Record and Audit) Amendment Rules 2014 M/s Sanat
Joshi & Associates has been re-appointed as cost
auditors for conducting Cost Audit for the Financial
Year under review.

Internal Auditors

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 M/s. M/s. ASGA & Associates,
Chartered Accountants were re-appointed as Internal
Auditors for the Financial Year under review.

Secretarial Audit

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of SEBI
(LODR) Regulations, 2015, the Board has appointed
CS Tanveer Kaur Tuteja, Practising Company Secretary,
(FCS 7704, CP 8512) for a period of 5 years (i.e. for
Financial Year 2025-26 to 2029-30), to undertake the
Secretarial Audit of the Company.

22. AUDITOR'S REPORTS:

Statutory Auditors

There are no qualifications, reservations, adverse
remarks or disclaimers in the Statutory Auditor's
Report on the financial statements ofthe Company
for the Financial Year 2025-26 and hence does
not require any explanations or comments by the
Board.

Frauds reported by the Auditors:

No frauds have been reported by the Statutory
Auditors during the Financial Year 2025-26.

Secretarial Audit

The Secretarial Audit Report received from
the Secretarial Auditor of the Company for the
Financial Year 2025-26 is annexed herewith as
ANNEXURE 02.

The Company's subsidiary company namely Hira
Ferro Alloys Limited (HFAL) being the material
subsidiary of the Company, in accordance with
Regulation 24A of Securities Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulation 2015 has also obtained
Secretarial Audit Report which is annexed
herewith as ANNEXURE 03.

There are no qualifications, reservations, adverse
remarks or disclaimers in the Secretarial Auditor's
Report on secretarial and other applicable legal
compliances to be made by the Company for

the Financial Year 2025-26 and hence does not
require any explanations or comments by the
Board.

23. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The particulars of investments made and loans given
by the Company as covered under the provisions of
Section 186 of the Companies Act, 2013 are given in
Standalone Financial Statements (Ref. Notes 7 and
8). Your Company has also extended its corporate
guarantee for securing credit facilities granted to its
subsidiary company namely Hira Ferro Alloys Limited
the details of which are given in Standalone Financial
Statements (Ref. Note 33).

24. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire
amount of profit for the Financial Year 2025-26 in the
statement of profit and loss.

25. TRANSFER OF UNPAID & UNCLAIMED

DIVIDEND & SHARES TO INVESTOR

EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 125 of the
Companies Act, 2013, the outstanding amount of
dividend which remained unpaid or unclaimed for
a period of seven years and shares whose dividend
was unpaid/unclaimed for seven consecutive years
have been transferred by the Company, from time
to time on due dates, to the Investor Education and
Protection Fund.

During the year under review, there was no legal
requirement of transfer of Unclaimed Dividend
amount as well as shares to the Investor Education
and Protection Fund (IEPF) pursuant to Section 125
of the Companies Act, 2013/ Section 205C of the
Companies Act, 1956 read with the Investor Education
and Protection Fund (Awareness and Protection of
Investors) Rules, 2001, since the company has not
paid any dividend from FY 2015-16 to FY 2019-20.

Pursuant to the provisions of Investor Education
and Protection Fund (Uploading of information
regarding unpaid and unclaimed amounts lying with
companies) Rules, 2012, the Company has uploaded
the details of unpaid and unclaimed amounts lying
with the Company, as on 20^th September, 2025 (date
of last Annual General Meeting) on the Company's
website (https://www.godawaripowerispat.com/
shareholdersreports)and on the website of the
Ministry of Corporate Affairs.

Any person, whose unclaimed or unpaid amount has

been transferred by the Company to IEPF may claim
their refunds to the IEPF authority. For claiming such
amount, claimant needs to file form IEPF-5 along with
requisite documents.

The detailed procedure for claiming shares and
Dividend Amount has been uploaded on the Website
of the Company (https://www.godawaripowerispat.
com/shareholdersreports) and also available on the
website of IEPF (www.iepf.gov.in).

The Nodal Officer for the purpose of IEPF is
Company Secretary and the website address is www.
godawaripowerispat.com.

26. MATERIAL CHANGES AFFECTING THE
FINANCIAL POSITION:

There are no materials changes and commitments
affecting the financial position of the Company
occurred between 01^st April, 2026 and date of this
report.

27. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, is annexed herewith as ANNEXURE 04.

28. ANNUAL EVALUATION OF BOARD ETC.:

The Nomination and Remuneration Committee has
formulated criteria for evaluation of the performance
of the each of the directors of the Company. On the
basis of said criteria, the Board and all its committees
and directors have been evaluated by the Board of
Directors and Independent Directors of the Company.

29. RELATED PARTY TRANSACTIONS:

During the year under review, all related party
transactions entered into by the Company, were
approved by the Audit Committee and were at arm's
length and in the ordinary course of business. Prior
omnibus approval was obtained for related party
transactions which are of repetitive nature and
entered in the ordinary course of business and on an
arm's length basis.

The Company did not have any contracts or
arrangements with related parties in terms of Section
188(1) of the Companies Act, 2013. Also, there were
no material related party contracts entered into by the
Company during the year under review.

Details of related party transactions entered into by the

Company, in terms of Ind AS-24 have been disclosed
in the notes to the standalone/consolidated financial
statements forming part of this Annual Report 2025¬
26.

30. CHANGES IN NATURE OF BUSINESS:

There is no change in the nature of business of the
Company during the year under review.

31. CHANGES IN DIRECTORS & KEY MANAGERIAL
PERSONNELS:

There are no changes in the Directors and Key
Managerial Personnel of the company during the year
under review, except reported in last annual report of
the Company.

In accordance with the provisions of Section 152(6)
(c) of the Companies Act, 2013 and the Company's
Articles of Association, Mr Dinesh Agrawal and Mr
Vinod Pillai, Directors of the Company shall retire by
rotation at the ensuing Annual General Meeting and
being eligible offers themselves for reappointment.

The Board of Directors of the Company, at its meeting
held on 07^th August, 2026, approved the proposal for
re-appointment of Mr Abhishek Agrawal as Whole¬
Time Director for a further period of 5 years with
effect from 09^th November, 2026 and Mr Siddharth
Agrawal and Mr Dinesh Kumar Gandhi as Whole¬
Time Directors of the company for a further period
of 5 years with effect from 01 ^st April, 2027, subject to
the approval of shareholders at the ensuing Annual
General Meeting.

32. CHANGES IN STATUS OF SUBSIDIARY, JOINT
VENTURES AND ASSOCIATE COMPANIES:

The Board in its meeting held on 06^th February,
2026 approved the disposal of its current holding of
29,99,100 equity shares held in Ardent Steel Private
Limited (ASPL) to RJ Logistic Private Limited out of
which the Company has transferred 22,68,700 equity
shares in FY 2025-26 and balance 7,30,400 equity
shares on 20^th April, 2026 as a result of which the
Company's stake in ASPL has become nil. Accordingly,
the ASPL has been ceased to be associate of the
Company.

The Godawari Energy Limited (GEL) has been merged
with the Company vide order dated 10^th March,
2026 of the Hon'ble National Company Law Tribunal
(NCLT), Cuttack Bench thus Godawari Energy Limited
has ceased to be a subsidiary with effect from
23^rd March, 2026.

There are no other changes in the status of subsidiary,
joint ventures and associate companies during the
year 2025-26.

33. PERFORMANCE AND FINANCIAL POSITION
OF SUBSIDIARY, ASSOCIATES AND JOINT
VENTURE COMPANIES:

Hira Ferro Alloys Limited (HFAL) - Subsidiary
Company:

HFAL is engaged in the manufacture of ferro alloys
with captive power generation. HFAL also operates IPP
power plant (Bio-Mass & Wind Mill). The operating &
financial highlights of HFAL for the year under review
are as under:

35. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:

There were no contracts, arrangements or
transactions entered into during fiscal 2025-26. Hence
the information as required under the Companies Act,
2013 in the prescribed Form AOC-2 is not applicable.

36. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS:

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

37. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal & financial
controls with reference to financial statements. During
the year, such controls were tested and no reportable
material weakness in the design or operations were
observed.

38. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

The Company has an internal control system
commensurate with the size and scale and complexity
of its operations. The scope and authority of Internal
Audit functions have been defined in the Internal
Audit scope of work to maintain its objectivity and
independence, the Internal Audit functions reports to
the Chairman of the Audit Committee of the Board.

The Internal Audit department monitors and evaluates
the efficacy and adequacy of internal control system in
the Company, its compliance with operating system,
accounting procedures and policies of the Company
and its subsidiaries. Based on the report of the Internal
Auditors, process owners undertake corrective actions
in their respective areas and thereby strengthen the
control. Significant Audit observations and corrective
actions thereon are presented to the Audit Committee
of the Board.

39. MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records of
the Company as specified under Section 148 (1) of the
Companies Act, 2013. Accordingly, the Company has
properly maintained cost records and accounts.

40. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The Board of Directors in its meeting held on 06^th
February, 2026 revised the Anti-Sexual Harassment

Policy in order to be in line with the certain amendments
which have been introduced to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("POSH Act") which aimed
at addressing implementation gaps, particularly to
strengthen protections for women in the informal
sector who often lack access to formal redressal
mechanisms.

Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment. All employees (Permanent, Contractual,
Temporary, Training) are covered under this Policy.

Further, due to the recent amendments, the Internal
Committee of the Company was re-constituted as
under:

S.

No. Name Designation

Presiding Officer

1. Ms. Pooja Tiwari (Chairperson)

2. Mr Mani Mukut Dan Member

External Woman

3. Ms. Ankita Rai Member

4. Mr Shiv Sahu SC/ST/OBC Member

During the financial year ended 31^st March 2026, the
company has not received any complaints. Moreover,
there were no complaints pending either at the
beginning or at the end of the financial year

41. COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961:

The Company is compliant with the applicable
provisions relating to Maternity Benefit Act as
prescribed under the Maternity Benefit Act, 1961.

42. VIGIL MECHANISM / WHISTLE BLOWER
POLICY:

The Board of Directors have established 'Whistle
Blower Policy' and 'Code of Conduct' for the directors
& employees of the Company as required under the
provisions of Sec. 177 of the Companies Act, 2013 read
with Rule 7 of the Companies (Meeting of Board and
its powers) Rules, 2014 and Regulation 22 of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The said Policy has been properly communicated
to all the directors and employees of the Company
through the respective departmental heads and the
new employees are being informed about the Whistle
Blower Policy by the Personnel Department at the
time of their joining.

b. The particulars of qualifications, experience, age,
date of commencement of employment and
last employment of the aforesaid employees
are maintained at the Registered Office of the
Company and are open for inspection. Any
member interested in obtaining a copy of the
same, may write to the Company Secretary.

c. The percentage increase in the median
remuneration of employees in the Financial Year
2025-26 is 9.59% as compared to Financial Year

2024-25 due to annual increment given in the
year

d. No. of permanent employees on rolls of the
company as on 31.03.2026 is 3771.

e. Average percentile increases already made in
the salaries of the employees other than the
Managerial Personnel in the FY 2025-26 compared
to the percentile increase in the managerial
remuneration and justification thereof and point
out if there are any exceptional circumstances

for increase in the managerial remuneration:
During the Financial Year 2025-26, the average
percentage increase in salary of the Company's
employees, excluding the Key Managerial
Personnel (KMP) was 18%. The total remuneration
of top 10 employees for Financial Year 2025¬
26 was '1057.22 lakhs as against '732.66 lakhs
during the previous year, an increase of 44.30%.

f. Affirmation: It is hereby affirmed that the
remuneration is as per the remuneration policy of
the Company.

g. The statement containing names of top ten
employees in terms of remuneration drawn and
the particulars of employees as required under
Section 197(12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this Report.

h. Further, the Annual Report and the Annual
Financial Statements are being sent to the
Members excluding the aforesaid statement. In
terms of Section 136 of the Companies Act, 2013,
the said statement will be open for inspection
upon request by the Members. Any Member
interested in obtaining such particulars may
write to the Company Secretary at yarra.rao@
hiragroup.com

44. CORPORATE GOVERNANCE REPORT:

Pursuant to provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations 2015, a separate section on corporate
governance practices followed by the Company,
together with a certificate from the Company's
Auditors confirming compliance and a certificate
of non-disqualification of directors from Practicing
Company Secretary forming an integral part of this
Report is given as ANNEXURE 06.

45. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

The 'Business Responsibility and Sustainability
Report' (BRSR) of your Company for the year 2025-26
forms part of this Annual Report as required under
Regulation 34(2) (f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 has been
disclosed on the website of the Company athttps://
www.godawaripowerispat.com/financialreports.

Your Company strongly believes that sustainable and
inclusive growth is possible by using the levers of
environmental and social responsibility while setting
targets and improving economic performance to
ensure business continuity and rapid growth.

46. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Pursuant to provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations 2015, a separate management discussion
and analysis report which forms an integral part of
this Report is given as ANNEXURE 07.

47. DETAILS OF APPLICATIONS MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE 2016:

There are no applications made during the financial
year 2025-26 by or against the company and there
are no proceedings pending under the Insolvency and
Bankruptcy Code 2016.

48. DETAILS OF DIFFERENCES 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 ALONG WITH
THE REASONS THEREOF:

Your company has not made any one-time settlement
with any of its lenders.

49. BOARD POLICIES:

The details of the policies approved and adopted by
the Board as required under the Companies Act, 2013
and SEBI Regulations are provided in ANNEXURE 08.

50. SECRETARIAL STANDARDS:

The Company has followed the applicable Secretarial
Standards, i.e., SS-1 and SS-2, relating to 'Meetings
of the Board of Directors' and 'General Meetings'
respectively.

51. ACKNOWLEGEMENTS:

The Board expresses its sincere gratitude to the
shareholders, bankers/lenders, Investors, vendors,
State and Central Government authorities and
the valued customers for their continued support.
The Board also wholeheartedly acknowledges and
appreciates the dedicated efforts and commitment of
all employees of the Company.

For and on behalf of Board of
Directors

Place: Raipur B.L. Agrawal

Date: 07.08.2026 Chairman-cum Managing Director

DIN:00479747