Gokul Agro Resources Ltd

To

Gokul Agro Resources Limited

The Board of Directors is delighted to present the 10th Annual Report on the business and operations of Gokul Agro Resources Limited ("Company") along with the summary of Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended on 31st March, 2024.

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this Directors' Report is prepared based on the Standalone Audited Financial Statements of the Company for the financial year under review and also present the key highlights of performance of subsidiaries and their contribution to the overall performance of the Company.

Overview of Financial Performance

The Audited Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under section 133 of the Act, read with Rule 7 of The Companies (Accounts) Rules, 2014 ("the Accounts Rules") and Regulation 33 of the SEBI Listing Regulations

Key highlights of Standalone and Consolidated financial performance of the Company, for the Financial Year ended on 31st March, 2024 are summarized below:

(Rs. In Lakhs except EPS)

Results of Operations

The Company's total consolidated revenue from operations grew by 28.99% to Rs. 13,85,393.31 Lakhs from Rs. 10,73,980.74 Lakhs in FY 2023-24. The Company has earned Consolidated Profit before Tax of Rs. 17,734.57 Lakhs as compared to Rs. 17,473.61 Lakhs in FY 2023-24, increased by 1.49%, and Profit after Tax of Rs. 13,576.22 Lakhs, grew by 2.53% from Rs. 13,240.68 Lakhs in the previous financial year. The EPS on consolidated financials for the year ended on 31st March, 2024 was Rs. 9.20.

During the year under review, the Standalone revenue from Operations grew by 28.16% to Rs. 12,92,243.90 Lakhs from Rs.10,08,281.97 Lakhs in FY 2023-24. The Company has earned Standalone Profit before Tax of Rs. 14,061.49 Lakhs as compared to Rs. 14,141.01 Lakhs in FY 2023-24, decreased by 0.56%, and Profit after Tax of Rs. 10,491.62 Lakhs, grew by 0.2% from Rs. 10,470.45 Lakhs in the previous financial year. The EPS on standalone financials for the year ended on 31st March, 2024 was Rs. 7.11.

State of the Company's Affairs and Business Operations

The Company is one of the leading and fastest growing Company engaged in production, distribution & exports of various Edible, Non-Edible oils &its derivatives & Feed Meals.

During the year under review, the Company has commenced commercial operations of edible oils at Krishnapatnam refinery Plant located at SPSR Nellore District, Andhra Pradesh.

Apart from above, the Company during the year has also taken a step forward and commenced its commercial operations at Haldia Plant located at Mednipur, West Bengal.

By expanding the capacity with set up of new plants at two different states in India, the Company's large scale of operations continues to deliver healthy & high quality products across its value-chain partners. This will give the added advantage to the Company to enhance the market reach domestically as well as internationally.

Change in the Nature of Business

There has been no change in the nature of business of the Company during the FY 2023-24.

Dividend

Considering the future outlook, investment plans, a long term interest and working capital need, the Company has not recommended any dividend for the FY 2023-24 and do not propose to carry any amount to reserves.

Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation 43A of SEBI Listing Regulations, is available on the website of the Company at https://www.gokulagro.com/invester-relations.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for the FY 2023-24 in the Statement of Profit and Loss, no amount was proposed to be transferred to General Reserves.

Share Capital

As on 31st March, 2024 the Authorized, Issued, Subscribed and Paid-Up share capital of the Company was as follows:

Further, During the year there was no change in the authorized share capital and paid up capital of the Company.

Except as mentioned above, the Company had not issued any other shares or instruments convertible into Equity Shares of the Company or with Differential Voting Rights nor has granted any sweat Equity Shares.

Listing of Securities

The Company's equity shares are listed on the BSE Limited and National Stock Exchange of India Limited. The Annual Listing fees for the FY 2023-24 have been paid to the Stock Exchanges.

Corporate Social Responsibility (CSR)

The Company contributes progressively to the socioeconomic and environmental advancement of the planet with 'Corporate Social Responsibility' ("CSR") at the very core of its existence. To meet its goals, the Company drives its corporate social responsibility agenda through its CSR arm.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company as specified under Schedule VII of the Act, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at https://www. gokulagro.com/invester-relations/.

The annual report shows CSR initiatives undertaken by the Company during the financial year under review containing particulars as specified under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,2014 is as per Annexure - A to the Report.

The Chief Financial Officer has certified that CSR spends of the Company the FY 2023-24 have been utilized for the purpose and in the manner approved by the Board of Directors.

Particulars of Loans, Guarantees or Investments

The particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Act are provided in the Standalone Financial Statements.

Risk Management

The Company has constituted a Risk Management Committee in compliance with the provisions of Section 134(3)(n) of the Act and Regulation 21 of the SEBI Listing Regulations. The details of this Committee and its terms of reference are set out in the Corporate Governance Report, which forms a part of the Annual Report.

The Company has formulated Risk Management Policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at the Company level as also separately for business.

The details of various risks that are being faced by the Company and development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

The Committee reviews the risk management initiatives taken by the Company on a half yearly basis and evaluates its impact and the plans for mitigation.

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Act, the draft Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended 31st March, 2024, is hostedon the website of the Company and can be accessedat https://www.gokulagro.com/invester- relations/. In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, with prescribed timelines.

Number of Meetings of the Board and Committee of the Board

During the FY2023-24, (Four) 4Board Meetings were convened. The details of the meetings of the Board of Directors and Committees of the Board of Directors of the Company held and attended by the Directors are given in the Corporate Governance Report forming part of Annual Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards (Ind AS) had been followed along with proper explanation relating to material departures;

b) The accounting policies as selected by the Directors as mentioned in the Notes to the Financial Statements has been applied consistently and further the Board has made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2024 and profit of the Company for that period;

c) Proper and sufficient care has been taken for 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;

d) The Annual Accounts for the financial year ended 31 st March, 2024 have been prepared on a going concern basis;

e) Internal financial controls have been laid down and being followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems has been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Statutory Auditors

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 6th Annual General Meeting held on 07th September, 2020 appointed M/s. Surana Maloo & Co., Chartered Accountants (Firm Registration No.112171W) as the Statutory Auditors of the Company for the second term of 5 (five) years commencing from the conclusion of the 6th Annual General Meeting until the conclusion of the 11th Annual General Meeting to be held in the year 2025.The Members also approved the remuneration payable to M/s. Surana Maloo & Co. and authorized the Board to finalize the terms and conditions of reappointment, including remuneration of the Statutory Auditor for the remaining period, based on the recommendation of the Audit Committee.

The Statutory Auditors' Report for FY 2023-24 on the financial statements of the Company forms part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

Internal Auditors

M/s. Yogesh Kalyani & Associates, Chartered Accountants (FRN: 132444W) was re-appointed as an Internal Auditors of the Company in the Board Meeting held on 15th May, 2024 to conduct an internal audit of the Company for the FY 2024-25.

Internal auditor quarterly apprises the Audit Committee on findings/observation of Internal Audit and actions taken thereon. Measures for improvements are discussed with the Executive Management of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on 15th May, 2024 had appointed, M/s. Chirag Shah & Associates, The Company Secretaries to carry out the Secretarial Audit of the Company for the FY 2023-24. The Report of the Secretarial Auditor is attached herewith as Annexure-B.

The Secretarial Audit Report forms part of this Annual Report and do not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act.

Cost Records and Cost Auditors

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. Priyank Patel & Associates, Cost Auditors of the Company for the FY 2023-24.

The Board of Directors, on the recommendations of the Audit Committee has approved re-appointment of M/s. Priyank Patel & Associates, Cost Accountants (Firm Registration Number:103676) as Cost Auditors of the Company for conducting cost audit for the FY 2024-25.A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 202425 is provided in the Notice of the ensuing Annual General Meeting.

The Cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by the Company.

The Cost Audit Report for the financial year ended 31st March, 2024, provided by M/s. Priyank Patel & Associates, the Cost Auditor, does not contain any qualification or adverse remarks that require any clarification or explanation.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

The details on conservation of energy, technology absorption, and foreign exchange earnings/outgo, as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as Annexure-C of this report.

Directors and Key Managerial Personnels

The composition of the Board of Directors is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an optimum combination of Executive Director, Non-Executive NonIndependent Directors, Independent Directors and Women Directors.

Details of the composition of the Board of Directors, appointments/re-appointments during the financial year under review, director retiring by rotation and details of declaration by Independent Directors have been provided in the Corporate Governance Report, which forms part of this Annual Report.

(i) Appointment/Re-appointment

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board approved the appointment/re-appointment of the following Directors, during FY 2023-24 and such appointment/ re-appointment were also approved by the Members at the 9th Annual General Meeting held on 25th September, 2023:

In the Board Meeting held on 10th August, 2023, Mr. Kanubhai Jivatram Thakkar (DIN: 00315616) was re-appointed as a Chairman and Managing Director of the Company for a further period of 5 years with effect from 01st July, 2023.

Mr. Hitesh kumar Thakkar (DIN:01813667), was also appointed by the Board in the Board Meeting held on 10th August, 2023 as CEO and Additional Director and reappointed by the members in the 9th AGM as CEO and Whole Time Director for a term of 5 years.

(ii) Resignations

During the year under review, Mr. Ashutosh Bhambhani has resigned from the post of Whole Time Director (Key Managerial Personnel) of the Company with effect from 13th April, 2023.

(iii) Directors liable to retire by rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the Act read with rules made thereunder, Mr. Dipak kumar Thakkar (DIN:07071694), Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment.

The Board recommends the re-appointment of the above Director for your approval. Brief details of Director proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, is provided in the Notice of the ensuing AGM.

Independent Directors

All the Independent Directors of the Company had submitted their declarations to the Company under Section 149(7) of the Act that they meet with the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) and Regulation 25of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of sitting fees and reimbursement of expenses for attending meetings of Board and Committee thereof approved by the Members of the Company, in accordance with the provisions of Act and Listing Regulations.

As per requirements of the Act, a separate meeting of Independent Directors, without presence of members of management of the Company, was held on 08th February, 2024 to evaluate the performance of the Chairman, NonIndependent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board. All Independent Directors were present at the said meeting.

The Independent Directors have also confirmed that they have complied with Schedule-IV of the Companies Act, 2013 and the Company's Code of Conduct.

In terms of Section 150 of the Act read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they their name appearing with the databank maintained by the Indian Institute of Corporate Affairs ("IICA").

Familiarization Program for Independent Directors

All independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the corporate governance report. The detail of familiarization programs is available on our website, at https://www.gokulagro.com/ invester-relations.

Key Managerial Personnel

As on 31st March, 2024, the following were Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

(i) Appointment/Re-appointment

During the year under review, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), Ms. Ankita Parmar appointed as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 26th September, 2023 in place of Mr. Viralkumar Thaker who ceased as the Company Secretary and Compliance Officer of the Company with effect from close of business hours of 25th September, 2023.

(ii) Resignations;

Mr. Viralkumar Thaker has resigned from the post of The Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 25th September, 2023 (After the Closure of Business Hours).

Committees of the Board

As required under the Act, and the Listing Regulations, the Company has constituted the following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

The Board has approved the terms of reference for each of these committees. All the committees of the Board hold their meetings at regular intervals and make their recommendations to the Board from time to time as per the applicable provisions of theAct and the SEBI Listing Regulations. There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

Details of the composition of the Committees and changes therein, terms of reference of the Committees, attendance of Directors at meetings of the Committees and other requisite details are provided in the Corporate Governance Report, which forms part of this Annual Report.

Nomination and Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the requirement of Section 178 of the Act and SEBI Listing Regulations. The Nomination and Remuneration Policy is available on the Company's website on https://www.gokulagro.com/invester-relations/.

The salient features of the Policy are set out in the Corporate Governance Report, which forms part of this Annual Report.

Performance Evaluation of the Board, Its Committees and Directors:

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfillment of specific functions prescribed by the regulatory framework, adequacy of meetings, attendance and effectiveness of the deliberations, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 05th January, 2017.

The Board also carried out an evaluation of the performance of the individual Directors (excluding the Director who was evaluated) based on their attendance, participation in deliberations, understanding the Company's business and that of the industry and in guiding the Company in decisions affecting the business and additionally in case of Independent Directors based on the roles and responsibilities as specified in Schedule-IV of the Companies Act, 2013 and fulfillment of independence criteria and independence from management.

Secretarial Standards of ICSI

Pursuant to Section 118(10) of the Act, during the year under review, the Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively mandated by the Institute of The Company Secretaries of India ("ICSI") to ensure compliance with all the applicable provisions read together with the relevant circulars issued by Ministry of Corporate Affairs (MCA) from time to time.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website and link for the same is https://www.gokulagro.com/wp-content/ uploads/2023/07/Code-of-Conduct-Insider-Trading.pdf.

The employees are required to undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

Related Party Disclosure Transactions with Related Party

During the year under review, all contracts/arrangement/ transactions entered by the Company with related parties, were approved by the Audit Committee and were at arm's length and in the ordinary course of business and in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

Related Party Transaction Policy

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. This policy is also available on the website of the Company and can be accessed at https:// www.gokulagro.com/invester-relations/.

Credit Rating

The Company's financial discipline and prudence is reflected in the strong credit rating ascribed by rating agency. The details of the credit rating are disclosed in Corporate Governance Report, which forms part of the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies Subsidiaries

During the year under review, the Company has acquired 10,000 Equity Shares of Rs. 10 /- each representing 100 % Paid-up Equity Share Capital of Riya Agro Industries Private Limited on 08th February, 2024, with the acquisition of total shares of the Riya Agro Industries Private Limited had became the wholly owned subsidiary of the Company. Therefore, as on 31st March, 2024, the Company had two Wholly Owned Subsidiary Company namely Maurigo Pte. Ltd., Singapore and Riya Agro Industries Private Limited, India and two First Level Step down Subsidiary Companies namely Riya International Pte. Ltd., Singapore and Maurigo Indo Holdings Pte. Ltd., Singapore. Moreover, the Company also has one Second Level Step Down Subsidiary Company namely PT Riya Palm Lestari, Indonesia. PT. Riya Pasifik Nabati has become Associate of Maurigo Indo Holdings Pte. Ltd.

During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

In accordance with Section 129, 134 and 136 of the Act, read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared the consolidated financial statements of the Company, which form part of this Integrated Annual Report. Further, a statement containing the salient features of the financial statements of subsidiaries in Form AOC-1, which is appended as Annexure-D to the Board's report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, are available on our website, at https://www.gokulagro.com/invester-relations/.

Material Subsidiaries

The Company has adopted a policy on determination of material subsidiaries in line with Listing Regulations. The policy aims to determine the Material Subsidiaries and Material Unlisted Indian Subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy may be accessed on the Company's website at. https://www.gokulagro.com/invester-relations/.

In accordance with Regulation 16(1)(c) of the Listing Regulations, the Company has One material subsidiary during the year under review i.e Riya International Pte. Ltd, Singapore, an unlisted subsidiary.

Further, the SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023, requires additional details to be provided for material subsidiaries. The details are as follows:

In terms of the provisions of Regulation 24(1)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Pankaj Mangharam Kotak, Independent Director (DIN: 07809016) of the Company has appointed as a Director of Riya International Pte. Ltd., Foreign unlisted material subsidiary Company of Gokul Agro Resources Limited w.e.f. 10th August, 2023.

Deposits

During the year under review, the Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013. Further, no amount on account of principal or interest on deposits from public was outstanding as on 31st March, 2024.

Internal Control System and It's Adequacy

The Company has comprehensive internal control mechanism and has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information and adherence to the Company's policies. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.

Further the Company has an adopted SAP system connecting head office, plant and other locations to enable timely processing and proper recording of transactions. Physical verification of fixed assets is carried out on a periodical basis.

The Company has an adequate and talented team of Internal Auditors that oversees the internal financial processes, policies, and recommends robust internal financial controls from time to time. The Internal audit department also reviews the effectiveness of the internal control systems and key observations are reviewed by the Audit Committee.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

The details in respect of Internal Financial Controls and their adequacy are included in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Vigil Mechanism

Pursuant to provisions of Section 177(9) of the Act, read with Regulation 22(1) of the Listing Regulations, your Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behavior, including actual or suspected leak of unpublished price sensitive information, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is available on the Company's website at https://www.gokulagro.com/ invester-relations/.

Particular of Employees

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-E to this report.

According to Section 197(14) of the Act, the details of remuneration received by the Executive Directors from the Company's subsidiary Company during FY 2023-24 are also given in Annexure-E attached to this report.

The statement containing details of employees as required under Section 197(12) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('the Rules'), as amended, form part of this report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. The aforesaid information is available for inspection by the members upto the date of the ensuing Annual General Meeting on all working days, except Saturdays, during working hours at the Registered Office of the Company. Any Member interested in obtaining such information may write to the Company Secretary.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has established a comprehensive policy for the Prevention and Redressal of Sexual Harassment under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder.

The Company has constituted an Internal Complaints Committee (ICC) for Redressal of the complaints received regarding sexual harassment at workplace. All employees, including trainees are covered under this policy. The committees operate with transparency, impartiality, and adherence to clear timelines, ensuring a fair and unbiased investigation process.

During the year under review, no complaints were received or disposed off during the year under the stated Act and no complaints were pending either at the beginning or at the end of the year.

Corporate Governance

Pursuant to Regulation 34 read with Schedule-V of Listing Regulations, a separate report on Corporate Governance forms an integral part of the Integrated Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under Clause E of Schedule V of the Listing Regulations, is annexed as Annexure-F to the Corporate Governance Report of Board Report.

Frauds Reported by the Auditor

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

Significant or Material Orders passed against the Company

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

Proceeding Pending Before NCLT/Courts/Regulators

During the year under review, No pending proceedings before NCLT/Courts/Regulators.

Significant and Material Orders passed by the Regulators or Courts

During the period under review, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Company's operations in future.

The ongoing acquisition of JVL Agro Industries Limited (in liquidation) under E-Auction process have been completed during the year under review.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report in terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is attached and forms part of this Annual Report.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular no. SEBI/LAD-NRO/GN/2021/22 dated 05th May, 2021, the Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. BRSR Report forms part of this report.

Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured against risk of fire and other risks.

The Company has in place Directors, Officers, Liability Insurance (D&O) for all its Directors (including Independent Directors) and members of the Senior Management Team for such quantum and risks as determined by the Board in line with the requirement of Regulation 25(10) of the Listing Regulations.

Other Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items, during the period under review:

1) During the year under review, there were no material changes and commitments which are affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

2) During the year under review, there was no instance of one-time settlement with Banks or Financial Institutions.

3) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase for which a loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

4) During the year, no equity shares were issued with differential rights as to dividend, voting or otherwise.

5) During the year under review, no shares (Including Sweat Equity Shares) were issued to the employees of your Company under any scheme.

6) During the year, there was no revision of financial statements and Directors' Report of the Company.

Acknowledgements

The Board of Directors extends its heartfelt gratitude to the customers, vendors, dealers, investors, business associates and bankers for their unwavering support throughout the Financial Year. Their continued trust and collaboration have played a significant role in the Company's success.

The Board also acknowledges and appreciates the dedication and contributions of the employees at all levels. Their commitment, hard work, teamwork and support have been instrumental in overcoming challenges and achieving our goals. We value their resilience and unwavering commitment to the Company's growth.

We thank the Government of India, the State Governments and the Governments in the countries where we have operations and other regulatory authorities and government agencies for their support and look forward to their continued support in the future.

The collective efforts and support of all stakeholders have been crucial in driving the Company's progress, and the Board acknowledges their invaluable contributions.

We look forward of your continued support and solidarity in future as we diligently strive to deliver enhanced value for our stakeholders.