Gokaldas Exports Ltd

Dear Members,

Your Directors? have the pleasure of presenting the Twenty-First Annual Report on the business and operations of the Company ("Gokaldas Exports Limited" or "GEX" or "Company"), together with the audited standalone and consolidated financial statements for the financial year ended March 31, 2024.

The Company?s financial highlights for the year ended March 31, 2024, are summarized below:

( Rs in Crore)

In 2024, your Company demonstrated remarkable resilience achieving better financial performance, revenue growth, and consistent profit despite passing through a difficult year. Your Company remained confident in its growth strategy and the long-term opportunities, and this success is a testament to the unwavering commitment of our senior leadership team and the dedicated workforce who propelled us to new heights despite the challenging global market environment.

The year started with a slow offtake in global retail resulting in overall imports from major consuming markets like the US, UK, and EU declining significantly in Q1 and Q2 of FY24, owing to inventory overhang with customers. Weak retail demand in Autumn-Winter 2022, inflationary trends, high interest rates, and a mild winter, contributed to excess inventory, impacting offtake. Major brands were consciously liquidating excess inventory holdings and controlling their purchases.

For most of FY24, the retail industry continued to be in an inventory overstock position resulting in brands reducing their apparel purchases by 20% in the US, 19% in the EU, and 28% in the UK. The inventory destocking cycle came to an end in Q4 FY24 with many fashion brands showing reduced inventory, improved financial performance and a renewed appetite to buy. In such a challenging environment, your Company?s like-for-like revenue from operations dropped by 2.3% y-o-y, compared to a 10% drop in Indian exports in the same period, indicating the resilience of the Company in the face of adversity. Sensing an opportunity to further consolidate its position in the apparel industry, your Company completed the acquisition of Atraco and Matrix, enabling the addition of new product offerings such as high-value knitwear and access to low-cost locations like Kenya and Ethiopia, along with clear access to mutually exclusive new customers.

In FY24, the consolidated revenue of the Company grew by 7.2% and we added incremental revenue from operations of Rs 156.69 Crore. The Company continued to deliver performance, despite adverse macro-economic conditions in the year.

On the cost front, the Company faced several headwinds, including an increase in statutory minimum wages, ramping up employees in anticipation of volume growth in the second half of the year, startup costs at our new unit, and one-off expenses related to the two acquisitions. This has suppressed the operating margin by 1.4% from 13.2% in the year 2022-23 to 11.8% in the current year. It has delivered a profit before tax of Rs 159 Crore compared to Rs 198 Crore (excluding one-off income of Rs 6 Crore) in the year 2022-23. Your Company generated cash from operation without working capital changes of about Rs 266 Crore during the year securing a healthy financial base for the Company.

During the year, your Company has made capital investment of Rs 143 Crores towards the modernization and upgradation of existing machines, capacity creation, and new projects. These investments are expected to increase revenue and yield operational productivity in the future. Further, your company completed the acquisition of Atraco entities at an investment of Rs 373 Crores by deploying funds through a combination of debt and own funds. Your company has further deployed funds to complete acquisition of Matrix Design with an investment of Rs 323 Crores through a combination of preferential allotment of equity shares and cash.

Our new manufacturing unit in Madhya Pradesh is progressing well, and we expect production to increase in the coming quarters. The fabric processing unit in Tamil Nadu is all set to commence commercial production.

After the acquisition of the two companies through a combination of debt and equity, the Company had a net debt of Rs 336 Crore as of March 31, 2024. Subsequently, the Company raised equity capital of Rs 600 Crore through Qualified Institutional Placement (QIP) in April 2024, which has helped the Company to turn net cash positive.

To prepare for the next phase of growth, the Company has added talent to its management bandwidth and at multiple levels. The long-term prospects for the industry remain intact with a continuing shift of global sourcing away from China, supplier consolidation towards efficient and well-capitalized players, and supply-side instabilities in several countries. Favourable currency, PLI, and FTAs with key markets should drive the Company toward a strong future.

Your Company?s long-term strategic objective is to create value for its shareholders, employees, and business partners by delivering quality products, and excellence in customer relationships, and will continue to remain focused on these initiatives for sustainable profitable growth.

The US, EU, and China markets dominate the global retail clothing sales landscape with a combined share of 45%, with the US commanding a dominant share of 16%, followed by the EU and China at 15% and 14%, respectively. During 2023, retail clothing sales in these key geographies remained buoyant despite the high interest rates raised in pursuit of controlling inflation. Retail brands with high inventory carryover from the previous year declined their purchases, thereby importing less, and have now reached optimum inventory levels. Apparel imports by the US, EU, and UK in FY24 witnessed a Y-o-Y decline of 20%, 19%, and 28%, respectively. However, India?s apparel exports declined by only 10%, indicating a market share gain. The Red Sea issue caused delays in shipments as cargo shipments had to resort to longer alternative routes. There is a trend towards increasing sourcing from India as brands are consciously reducing their exposure to China due to the high sourcing concentration from a single region coupled with ongoing geopolitical tensions. Additionally, higher labour costs in Vietnam and Bangladesh?s recent wage revision could open up sourcing opportunities for India, which has a fully-fledged cotton ecosystem. Increasing ESG consciousness among consumers is pushing retail brands to adapt to such needs by raising compliance requirements, leading to consolidation within the industry as small manufacturers have limited resources to meet such investments.

Domestically, the central government?s key policy initiatives, such as the continuation of RoSTCL until 2026, ongoing discussions to expand the products, and lowering the minimum investment eligibility criteria being deliberated to trigger investment via the PLI scheme and the Mega Integrated Textile Region and Apparel (MITRA) initiative, will certainly augur well in the long run. Various Indian state governments are also giving a policy push to the textile and apparel sector through attractive incentive schemes, leading to job creation among locals. Additionally, the Indian government is actively pursuing bilateral trade agreements with potential countries, which will further boost the industry. The successful conclusion of FTAs with the UAE and Australia and the last-stage discussions with the UK indicate positive prospects.

No dividend has been recommended by the Directors for the financial year 2023-24.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend Distribution Policy duly approved by the Board is available on https://www.gokaldasexports. com/wp-content/uploads/2022/08/Dividend-Distribution-Policy.pdf.

No amount is transferred to the Reserves during the year.

During the year, the Board has appointed Ms. Pavitra Rajaram (DIN: 09322283) as an Independent Director of the Company with effect from April 26, 2023. Requisite approvals from the Shareholders for the said appointment as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") was obtained vide postal ballot notice dated April 26, 2023. In the opinion of the Board, Ms. Pavitra Rajaram possesses the requisite integrity, expertise, experience and proficiency.

Mr. Sivaramakrishnan Ganapathi (DIN: 07954560) was re-appointed as Vice Chairman & Managing Director of the Company with effect from October 03, 2023, at the Annual General Meeting of the Company held on September 20, 2023.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as of March 31, 2024:

In pursuance of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company confirms and submits that: i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there have been no material departures;

ii. the selected accounting policies were applied consistently and the judgments and estimates made are reasonable and prudent, to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profits of the Company for the year ended on that date; iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a ‘going concern? basis;

v. an adequate system of internal financial controls has been laid down and the said system is operating effectively; and

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and are operating effectively.

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the Listing Regulations, the Annual Performance Evaluation was carried out for the financial year 2023-24 by the Nomination and Remuneration Committee in respect of Board performance, the Directors individually as well as the evaluation of the working of Audit, Nomination and Remuneration, Stakeholders? Relationship, Risk Management and Corporate Social Responsibility Committees.

A structured questionnaire covering various aspects of the Board?s functioning was circulated to the Directors. The criteria for evaluation of Independent Directors included attendance at the meetings, Interpersonal skills, independent judgement, knowledge, contribution to strategy, risk management, compliance framework, etc. The Directors expressed their satisfaction with the evaluation process.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

Meetings of the Board were held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the financial year, 5 (Five) meetings were held on May 25, 2023, August 07, 2023, August 28, 2023, October 30, 2023 and February 01, 2024. The details of the Directors & their attendance during the financial year 2023-24 have been disclosed in the Corporate Governance Report, which forms part of this report.

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a set of committees with specific terms of reference and scope to deal with specified matters expediently. Presently, the Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders? Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The Composition of each of the above Committees, and their respective roles and responsibilities are as detailed in the report on Corporate Governance.

During the year, the Company has allotted 73,500 equity shares under the Restricted Stock Unit Plan-2018.

Further, during the year the Company has allotted 27,31,366 (Twenty Seven Lakhs Thirty One Thousand Three Hundred and Sixty Six) equity shares of Rs 5/- (Rupees Five) each at a price of Rs 906.14 (Rupees Nine Hundred Six and Fourteen Paisa) per equity share for an aggregate amount of Rs 247,50,00,000 (Rupees Two Hundred and Forty Seven Crore and Fifty Lakhs) to Matrix Clothing Private Limited ("MCPL") for consideration other than cash, for acquiring 10,000 (Ten Thousand) equity shares of Matrix Design and Industries Private Limited ("MDIPL"), by way of a preferential issue on a private placement basis ("Preferential Issue").

The Company, pursuant to board resolution dated February 01, 2024, and shareholders resolution dated February 29, 2024, has increased its authorized share capital from existing Rs 32,50,00,000 (Rupees Thirty Two Crore Fifty Lakhs) divided into 6,50,00,000 (Six Crore Fifty Lakhs) equity shares of Rs 5 (Rupees Five) each to Rs 42,50,00,000 (Rupees Forty Two Crore Fifty Lakhs) divided into 8,50,00,000 (Eight Crore Fifty Lakhs) Equity Shares of Rs 5 (Rupees five) each.

As of the date of this report, the Company raised funds by issuing of 77,41,935 equity shares of Rs 5/- each fully paid at the issue price of Rs 775/- per equity share (including a premium of Rs 770/- per equity share) aggregating to Rs 600 Crore to qualified institutional buyers on April 23, 2024, pursuant to Qualified Institutional Placement (QIP), which have been listed in the respective Stock Exchanges on April 24, 2024. As on June 30, 2024, the Company has utilized Rs 487.24 Crore in line with the objectives for which funds were raised, as per the placement document.

During the financial year under review, the Company has not issued any Shares with Differential Voting Rights and/or Sweat Equity Shares.

There were no changes in the nature of business during the financial year.

During the year under review, the Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and Rules made there under. Also, the Company has not accepted any unsecured loan from the Directors of the Company and/or relatives of the Directors during the year as per the Companies (Acceptance of Deposits) Second Amendment Rules, 2015.

No material changes or commitments have occurred between the end of the financial year and the date of this report which affects the financial statements of the Company concerning the reporting year.

During the year under review, your Company acquired Atraco Industrial Enterprise, Dubai, and other Atraco group companies on January 03, 2024 and completed the acquisition of Matrix Design and Industries Private Limited, Gurgaon on March 13, 2024. These two acquisitions complement and augment capabilities in strategic focus areas, and help the Company increase new product segments and expand geographic outreach to service its chosen markets. Your Company is selective about the type of opportunities that are pursued and innovative in modes of engagement with them.

As of March 31, 2024, the Company has the following 9 (Nine) Wholly Owned subsidiary companies: i. All Colour Garments Private Limited ii. SNS Clothing Private Limited iii. Vignesh Apparels Private Limited iv. Gokaldasexports Acharpura Private Limited v. Sri Susamyuta Knits Private Limited vi. Gokaldas Exports FZCO, Dubai vii. Nava Apparels L.L.C-FZ, Dubai viii. Matrix Design and Industries Private Limited ix. Gokaldas Exports Corporation, Delaware, USA

Further, the Company has the following 4 (four) indirect subsidiary companies: i. Amibros S.A., Panama (operating as a branch in the name of Atraco Industrial Enterprises in Dubai) ii. Atraco Logistics Co LLC, Dubai iii. Ashton Mombasa Apparel EPZ Ltd, Kenya

iv. Ashton Apparel Manufacturing PLC. Ethiopia

A separate statement in Form AOC-1 is given as Annexure-I, which contains the salient features of the financial statement of Subsidiaries. The financial statements and related documents of the Subsidiary Companies will be kept open for inspection at the Registered Office of the Company. The aforesaid documents will also be made available to the Members of the Company upon receipt of a written request from them. Also, the financial statements of the subsidiary Companies are available on the website of the Company at https://www.gokaldasexports.com/investor-and-shareholder-relations/.

The Company has three Employee Stock Option Plans in force presently. Details of the same are given below:

The Company has introduced the Employee Stock Option Scheme – 2010 ("ESOS-2010/Scheme") in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. The shareholders of the Company at the Annual General Meeting held on September 17, 2010, had approved the Scheme. The Company can issue not more than 17,18,800 options, convertible into 17,18,800 equity shares of face value of Rs 5/- each under this Scheme.

During the year the Company has granted 2,04,000 options and not allotted any equity shares under ESOS-2010. As of March 31, 2024, the Company has allotted 12,28,330 equity shares under this scheme.

The Company has introduced the Restricted Stock Unit Plan 2018 ("RSU-2018") in accordance with the Companies Act, 2013 and the rules framed thereunder, SEBI (Share Based Employee Benefit) Regulations, 2014. The shareholders approved the scheme on August 26, 2018. Pursuant to the approval, the Board has been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiary Companies to the extent of 21,33,040 equity shares of face value of Rs 5/- each.

During the year no fresh options were granted under RSU-2018 and 73,500 Equity shares of Rs 5/- each were allotted to the employees who have exercised their options. As of March 31, 2024, the Company has allotted 19,15,000 equity shares under this scheme.

The shareholders had approved the GEL Employee Stock Option Plan 2022 ("ESOP 2022") on April 03, 2022. Pursuant to the approval, the Nomination and the Remuneration Committee and the Board have been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiary Companies under ESOP 2022.

Further, the Company vide a special resolution passed at the Extra-ordinary General Meeting of the Company held on February 29, 2024, has amended the ESOP 2022 to increase the aggregate number of employee stock options ("Options") reserved under the Plan from 30,00,000 (Thirty Lakhs) Options to 45,00,000 (Forty five Lakhs) Options by creating additional 15,00,000 (Fifteen Lakhs) Options, exercisable into not exceeding 15,00,000 (Fifteen Lakhs) equity shares ("Shares") of the face value of Rs 5/- (Rupees Five Only) each fully paid-up, where one Option would convert into one equity share upon exercise, on such terms and in such manner in accordance with the provisions of the applicable laws and the provisions of ESOP 2022.

As of March 31, 2024, 30,00,000 options were granted to the eligible employees.

Disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 on all the employee stock option plans are given as Annexure-II to this report.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31, 2024, is available on the Company?s website at the following link https://www. gokaldasexports.com/investor-and-shareholder-relations/.

We, as a responsible manufacturer, are committed to taking adequate measures related to the environment, employee health and safety in developing, manufacturing, storing, handling and distributing our products. It is our responsibility to provide a workplace free from accidents, injuries and exposure to hazardous substances, conserve natural resources and prevent pollution to protect the environment.

Besides, as a constructive partner in the communities in which it operates, the Company has been taking concrete actions to realize its social responsibility objectives, thereby building value for its various stakeholders. We respect human rights, value our employees, and invest in innovative technologies. In the past, the Company has supported innumerable social and community initiatives and continues to do the same.

Some of the key initiatives taken by the Company are:

1. All our manufacturing facilities and offices are covered with 100% LED lights, thereby reducing energy demand.

2. Approximately 85% of our sewing machines have been replaced with servo motors, which are more energy-efficient compared to clutch motors. We are also systematically investing in energy-efficient machines across our operations.

3. We continue to use renewable biomass as fuel for our boilers to produce steam, thereby reducing overall carbon footprints.

4. We have committed to switching our energy source to solar energy and have set up a 7.5MW solar park. With this, more than 60% of the energy demand across our operations will be met through solar energy.

5. We have started installing RECD retro-fitments for our diesel generators in a phased manner to control emissions and create a healthier environment.

6. We are continuously improving our operations and, with improved awareness programs on water conservation, have reduced water consumption by 20% compared to the previous year.

7. All our laundry facilities are equipped with Zero Liquid Discharge (ZLD) systems, and more than 90% of water demand is met through recycling via the ZLD system and reused.

8. All non-hazardous solid wastes like paper, plastic, cut fabric wastes, and metal are sent to authorized recyclers, ensuring nothing is wasted.

9. Hazardous waste like machine oil and used oil are sent to authorized recyclers for further treatment and recycling.

10. We consistently improve our overall environmental performance through continual improvement action plans and have achieved an overall score of 88% in the HIGG FEM 4.0 third-party validation.

1. Awareness and knowledge of the Company?s health and safety policy and procedures play crucial roles in setting up a safe and healthy workplace. Every employee undergoes rigorous training and awareness programs on health and safety chapters, ensuring they practice these in every walk of life.

2. We check vehicle stability and provide defensive driving awareness to employee vehicles and drivers.

3. We minimize workplace hazards and risks through continual improvement action plans.

4. All our manufacturing units and offices are equipped with fire detection and fire protection systems and have dedicated emergency response teams to handle any emergencies.

5. Our ambulance room (medical room) is equipped with the required medical equipment and an ambulance vehicle with a dedicated driver. We have a full-time medical doctor supported by paramedical staff to address any health-related issues among our employees.

6. We conduct periodic health awareness programs and campaigns among employees.

7. We have adopted LABS (Life And Building Safety) standards across our units to ensure our buildings are strong enough to withstand any natural calamities and are supported with the best electrical and fire safety measures to avoid any untoward incidents.

1. Workplace Cooperation Program (WCP): WCP is a program involving the management of the unit and office bearers of the Works Committee. It aims to foster enhanced working relationships within the factory premises.

2. Re-Imagining Industry to Support Equality (RISE):

RISE, a flagship Women Empowerment Programme, is being implemented in 13 units of the Company. The program encompasses training for both male and female employees.

3. Prevention of Sexual Harassment Training (PoSH):

This awareness program aims to prevent the sexual harassment of women and inform employees about the mechanisms available for filing such cases.

4. Supervisory Skills Training (SST): Through SST, supervisors are better equipped to understand batch dynamics in terms of employee behaviour and shipment delivery.

5. Women Empowerment & Leadership Development Program (WE-LEAD): This program aims to identify, train, and support potential women workers for supervisory roles, promoting gender equity among supervisory staff.

6. Workshop for Quality Department: The program aims to sharpen the evaluation skills of checkers and help participants understand quality standards in line with customer demands.

7. Women?s Wellbeing: This covers a range of programs, including health and hygiene awareness for pregnant women.

8. E-Learning for Industrial Engineers: E-learning modules aim to enhance the skills of industrial engineers in IE tools, Lean, and shop floor dynamics.

9. Sankalpa: A unique gamified program titled "Sankalpa" is driven across factories where employees are identified and rewarded for exhibiting the right behaviours at the workplace. This has resulted in increased productivity and improved employee morale.

10. Internal Committee Training: Internal committee members are trained to better equip them for their roles and responsibilities, ensuring they can discharge their duties effectively.

11. Trends in Textile & Yarn: Organized to upgrade knowledge of the latest developments in the field.

12. First Aid & Safety Training: Each employee is trained in first aid and safety.

13. Lean & 5S: Training on Lean & 5S guides each employee towards waste reduction through individual involvement.

14. Technical Training for Industrial Engineers: Sessions include tools and techniques in IE, library creation, data sharing, and the standardization of SAM & operations.

15. Operational Excellence Program: Factory staff in leadership roles participate in this program to be better equipped in team dynamics, time management, and emotional intelligence.

16. HR Conclave: HR members participate in an HR conclave to gain knowledge on new trends in HR, behavioural topics, labour laws, and counselling.

The organizational social policy and process have been upgraded in alignment with SLCP (Social & Labour Convergence Program) securing 88% (provisional) in the current year as opposed to 87% in the previous year which indicates the social and labour compliance standards are high when it comes to employee wellbeing, social equity, better working condition in the Company.

The Company is committed to maintaining the highest standards of Corporate Governance. The Directors adhere to the standards set out by the Securities and Exchange Board of India?s (SEBI) Corporate Governance practices.

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Corporate Governance Report, Management Discussion & Analysis Report, and the Practicing Company Secretary?s Certificate regarding Compliance with Corporate Governance requirements are given separately, which forms part of this Report.

In compliance with Regulation 34 of the SEBI Listing Regulations, a section on the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from an environmental, social and governance perspective is given separately, which forms part of this report.

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate section on the Management Discussion and Analysis Report is annexed to this Board?s Report.

The Shareholders of the Company at the 20^th Annual General Meeting (AGM) held on September 20, 2023 have re-appointed M/s. MSKA & Associates, Chartered Accountants (ICAI Firm registration number: 105047W) as the Statutory Auditors of the Company to hold office for a second term of five consecutive years from the conclusion of the 20^th Annual General Meeting of the Company till the conclusion of the 25^th Annual General Meeting to be held in the year 2028.

During the year, there are no qualifications, reservations and adverse remarks in the Statutory Auditors? Report that require any explanation from the Board of Directors. The Statutory Auditors have expressed an unmodified opinion in the audit reports in respect of the Audited standalone and consolidated Financial Statements for the financial year ended March 31, 2024.

The statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Nagendra D Rao, Practicing Company Secretary (CP NO:7731, FCS: 5553) to undertake the secretarial audit of the Company for the financial year 2023-24.

The Secretarial Audit Report issued by Mr. Nagendra D Rao is annexed as Annexure-III to this Report. The Report does not contain any qualification, reservation or adverse remark.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

In pursuance of the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings in such manner as prescribed under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars of the same are provided in Annexure-IV to this Report.

All related party transactions, that were entered into during the financial year were on an arm?s length basis and were with the Wholly Owned Subsidiaries. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders? approval under Regulation 23 of the SEBI Listing Regulations.

The Company presents a statement of all related party transactions before the Audit Committee. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions are placed before the Audit Committee.

Further, there are no materially significant related party transactions during the year under review made by the Company with promoters, Directors, Key Managerial Personnel or designated persons that may have a potential conflict of interest with the Company at large. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-V in Form AOC-2.

The Company?s Policy for dealing with Related Party Transaction is available at the Company?s website at the following link https://www.gokaldasexports.com/wp-content/ uploads/2022/09/Related-Party-Transactions-Policy.pdf

In terms of Section 134 of the Companies Act, 2013, the particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 is detailed in Notes to Accounts of the Financial Statements.

The Company has in place a policy on prevention, prohibition and Redressal of Sexual Harassment and Non-discrimination at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination in the workplace.

During the year, no complaint of sexual harassment was received.

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow-up actions were taken for all audit observations.

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations, the Nomination

& Remuneration Committee is responsible for formulating criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and other senior employees.

In line with this, the Board has adopted a Remuneration Policy for Directors, Key Managerial Personnel and other senior employees of the Company. A copy of the policy is available on the Company?s website at the following link https://www. gokaldasexports.com/wp-content/uploads/2022/08/Policy-On-Remuneration-Of-Directors-Key-Managerial-Personnel-Senior-Employees.pdf

The Company has adopted a Risk Management Policy for addressing the requirements of risk identification, risk assessment, risk mitigation plans etc., of the Company. In terms of Regulation 21 of the SEBI Listing Regulations, the Board of Directors have formulated a policy on Risk Management which can be accessed from the Website of the Company at following link https://www.gokaldasexports.com/wp-content/ uploads/2022/08/Policy-on-Risk-Management.pdf

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure-VI to this report.

The information required pursuant to Section 136(1) of the Companies Act, 2013, the Report of the Board of Directors is being sent to all the shareholders of the Company excluding statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Statement is available for inspection by the shareholders at the registered office of the Company.

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a Corporate Social Responsibility Committee. The Corporate Social Responsibility Policy in line with the requirement of the Companies Act, 2013, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the Company?s website at the following link https://www.gokaldasexports.com/wp-content/ uploads/2022/08/Corporate-Social-Responsibility-Policy.pdf

The Company has been carrying out its CSR activities through "Gokaldas Exports Charitable Foundation" (the "Foundation"). The Company contributes the amount required to be spent by the Company every year to the Foundation and the Foundation would identify and implement the projects as per the Corporate Social Responsibility Policy of the Company.

The details of the CSR activities undertaken by the Company through the Foundation during the year are set out in Annual Report on Corporate Social Responsibility (CSR) as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, which is annexed as Annexure-VII.

The Company has a Vigil mechanism and has established a Whistle Blower Policy, as per the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, to enable all employees and Directors to report in good faith any violation of the policy. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is available on the website of the Company at the following link https:// www.gokaldasexports.com/wp-content/uploads/2022/08/ Whistle-Blower-Policy.pdf.

a) The Company has complied with the applicable Secretarial Standards relating to ‘Meeting of the Board of Directors? and ‘General Meetings? during the year.

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

c) There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

The Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners and associates, financial institutions and the Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment.