GOCL Corporation Limited has called for a postal ballot to seek shareholder approval for the re-appointment of Mr. Ravi Jain as Whole-Time Director & Chief Financial Officer and to ratify material related party transactions. The resolutions, if passed, will authorize Mr. Jain’s tenure for a further period of one year effective from July 4, 2026, to July 3, 2027, and approve financial guarantees provided to group entities.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has proposed the re-appointment of Mr. Ravi Jain (DIN: 09184688). His remuneration is proposed not to exceed an aggregate amount of ₹233.28 lakhs per annum, comprising a fixed component of ₹174.96 lakhs and a variable component of ₹58.32 lakhs. Mr. Jain was initially appointed at the 63rd Annual General Meeting held on September 24, 2024.

Related Party Transactions

Shareholders are also asked to approve material related party transactions with Hinduja Energy (India) Limited (“HEIL”) and Hinduja National Power Corporation Limited (“HNPCL”). The company proposes to provide security and guarantee up to ₹300 crores for a loan to be availed by HEIL. Additionally, the ballot seeks ratification for past transactions where GOCL provided guarantees for a ₹220 crore loan to HEIL, which has been fully repaid, and a ₹1096.10 crore loan to HNPCL that was subsequently refinanced to ₹450 crores, with a current outstanding of ₹387.05 crores.

These transactions were identified as related party events following a Scheme of Arrangement initiated for the merger of HNPCL into GOCL. The Audit Committee and Board determined that HEIL, HNPCL, and GOCL are entities under common control. The company states that these guarantees generate significant income by leveraging unutilized land properties and pose low risk due to the financial standing of the Hinduja Group.

Voting Schedule and Process

The remote e-voting process commences at 9:00 a.m. (IST) on Monday, June 08, 2026, and concludes at 5:00 p.m. (IST) on Tuesday, July 07, 2026. The results of the postal ballot will be announced on or before Thursday, July 09, 2026. KFin Technologies Limited has been engaged as the e-voting service provider.

GOCL Corporation reported a consolidated net profit of ₹1,52,194.70 lakh for the financial year ended March 31, 2026, a substantial rise from ₹15,702.16 lakh in the previous year. This growth was largely driven by profit from discontinued operations, which stood at ₹1,24,235.91 lakh for the year. The board of directors recommended a final dividend of ₹30 per share, or 1500%, for the financial year 2025-26, subject to shareholder approval at the upcoming Annual General Meeting.

The company's revenue from operations for the year stood at ₹976.31 lakh, while other income contributed significantly to the total income, which reached ₹42,557.34 lakh. For the quarter ended March 31, 2026, the net profit after tax was 751M rupees compared to 230M rupees in the same period last year, while total income for the quarter stood at 787M rupees against 596M rupees on a year-on-year basis. The board also approved the re-appointment of Mr. Ravi Jain as Whole-Time Director and Chief Financial Officer for a term of one year effective from July 4, 2026, subject to necessary approvals.

In a significant disclosure, the board ratified corporate guarantees amounting to ₹1,31,600 lakhs extended to Hinduja National Power Corporation Limited and Hinduja Energy India Limited. These guarantees were not processed as Related Party Transactions under the Companies Act, 2013, and SEBI Listing Regulations, and thus lacked prior shareholder approval. The company has initiated the process of obtaining post-facto shareholder approval and is evaluating steps to regularize the matter, including potential representation to SEBI.

The board also approved a proposal to issue security on land properties and provide a corporate guarantee to secure loans up to ₹300 crores for Hinduja Energy (India) Limited, a related party. Shareholder approval will be sought for this transaction via a postal ballot. Furthermore, the company has classified its detonators and blasting devices manufacturing operations as discontinued operations following a decision to cease them.

The statutory auditors, Haribhakti & Co. LLP, issued an unmodified opinion on the audited financial results. However, they drew attention to the matter regarding the non-compliance related to the corporate guarantees. The auditors noted that based on management's assessment and legal advice, the outcome of the regularisation process is not expected to have a material impact on the financial statements.

Quarterly Performance (Q4)

The following table highlights GOCL Corporation's key financial metrics for the quarter ended March 31, 2026, compared to the same period in the prior year:

Consolidated Financial Results

The table below presents the full-year consolidated financial performance for the year ended March 31, 2026:

Key Board Approvals

The board meeting resulted in several significant approvals, summarised below: