Gokul Refoils and Solvent Ltd

To,

The members,

Your Directors are pleased to present the 31^st Annual Report of the Company along with the Audited Financial Statements for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below:

2. TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

3. DIVIDEND

In order to conserve the resources and to strengthen the financial position of the company and to meet long term fund requirement and future contingencies, your Directors do not recommend any dividend for the year under review.

4. BUSINESS PERFORMANCE

There has been no change in the nature of business of the Company during the financial year under review.

Standalone Basis

During the year under review, total revenue from operation was Rs. 8,371.24. Lakhs against Rs. 743.02 Lakhs in the previous year. There has been increase by 1026.65 % in total income.

Net Profit after tax is Rs. (778.46) Lakhs for year ended 31.03.2024 as against Net Profit of Rs. 207.97 lakhs in previous year. There has been decrease by 474.31% in net profit in comparison to previous year. The Company expects a better return in the near future.

Consolidated Basis

During the year under review total revenue from operation was Rs. 3,01,986.57 lakhs against Rs. 3,13,656.80 lakhs in the previous year. This show an decrease in total revenue by 3.72% as compared with previous year.

Net profit after tax is Rs. 181.34 Lakhs for year ended 31.03.2024 as against Net profit of Rs. 2413.81 lakhs in previous year. This show a decrease in the net profit after tax by 92.49% as compared with previous year.

5. BUSINESS PERFORMANCE OF SUBSIDIARIES

Gokul Agri International Limited (Subsidiary)

Gokul Agri International Limited, wholly-owned subsidiary of the Company has its production facility at Sidhpur, District- Patan, Gujarat, India and is engaged in the business of seed processing, solvent extraction, refining of edible oils and non-edible industrial oil such as castor oil. The Sidhpur Plant currently processes various types of oils including Kachi Ghani oil, Mustard oil, Groundnut oil, Refined Cottonseed oil, Soyaben Refined oil, Palmolein and Castor oil. It is also trading in agro commodities including spices in domestic and international market.

During the year under review, total revenue from operation was Rs. 3,01,986.57 Lakhs against Rs. 3,13,656.80 Lakhs in the previous year. This shows a decrease of 3.72% over the previous year.

Net profit after tax is Rs. 181.34 Lakhs for year ended 31.03.2024 against Rs. 2413.81 lakhs in previous year. This shows a decrease of 92.49% over previous year.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.

7. SHARE CAPITAL

During the year under review, there has been no change in the share capital of the Company. The Authorised Capital of the Company is Rs. 35,00,00,000 divided into 17,50,00,000 no. of Equity Shares of Rs. 2/- each and paid up equity share capital is Rs. 19,79,90,000 divided into 9,89,95,000 no. of equity shares of Rs. 2/- each.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiaries, associates and joint venture companies is attached as an annexure in Form AOC-1 prepared under section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements of the Company which forms part of this report.

The Company has kept the separate audited financial statements in respect of each of subsidiaries at the Registered Office of the Company and available upon the request by any shareholder of Company. The said financial statements are also available on the website of your Company at www.gokulgroup.com. The Policy for determining material subsidiaries as approved may be accessed on the Company?s website at www.gokulgroup.com.

9. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31^st March, 2024, your Company?s Board had six members comprising of three Independent Directors. The Board has one woman Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Retire by Rotation

Mr. Balvantsinh Chandansinh Rajput (DIN 00315565) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend for his re-appointment.

Appointment / Change in Designation

During the year there has been no appointment / changes in the designation of the Board.

Criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year. The details of familiarization programme for Independent Directors, conducted during the year, have been provided under the Corporate Governance Report.

Evaluation of Board Performance

In compliance with the Companies Act, 2013 and SEBI (LODR), Regulations, 2015, the performance evaluation of the Board and its Committees was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

Nomination and Remuneration Policy

The policy on Director?s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees can be viewed at the Company?s website at www. gokulgroup.com.

11. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules and no complaint has been received on sexual harassment during the financial year 2023-24.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]

12. WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company?s code of conduct or ethics policy. The details of the said Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

13. AUDIT COMMITTEE

The Audit Committee comprises Directors namely Prof. (Dr). Dipooba Devada (Chairperson), Mr. Jayendrasinh Gharia, Mr. Parth Shah and Mr. Shaunak Mandalia.

All the recommendations made by the Audit Committee were accepted by the Board and implemented accordingly. The details of term of reference of the Audit Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

14. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

Further, the Company identifies risks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. The Board provides oversight and reviews the Risk Management Policy periodically. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

15. MEETINGS OF BOARD

The Board of Director met Four times during the year 2023-24. The Details of the Board Meetings and the attendance of the Directors are given in the Corporate Governance Report.

16. INDEPENDENT DIRECTORS? MEETING

The Independent Directors met on 09^th February, 2024 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the committees and the Board as a whole alongwith the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. DIRECTORS? RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of Companies Act, 2013, the Directors state that:-

a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures;

b) the directors have selected such accounting policies and applied them consistently and 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 as at 31^st March, 2024 and the profit and loss of the Company for the year ended on that date;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) That proper internal financial controls are in place and that the financial control are adequate and are operating effectively; and

f ) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such a systems are adequate and operating effectively.

i. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. M.R. Pandhi & Associates, Chartered Accountants, Ahmedabad having Firm Registration No. 112360W were appointed as Statutory Auditors of the Company for the first term of five years till the conclusion of the 34^th Annual General Meeting (AGM) to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Auditor?s Report to the shareholders for the year under review does not contain any qualification.

Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reported to the central government:

During the year under consideration, there were no such instances.

ii. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed Yash Mehta & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company and its material subsidiary, Gokul Agri International Limited for the financial year 2023-24. The Secretarial Audit Reports of both the Companies are annexed herewith as ANNEXURE-I and ANNEXURE-II to this Report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Reports.

iii. COST AUDITOR

The Company does not fall under the purview and requirement to get the cost audit done for FY 2024-25 pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, hence the Company has not appointed Cost Auditors for FY 2024-25.

19. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Corporate Social Responsibility Committee comprises Mr. Balvantsinh Rajput as the Chairman, Mr. Parth Shah and Prof. (Dr.) Dipooba Devada as the members.

The CSR policy is available on the website of your Company at www.gokulgroup.com. The Annual Report on CSR activities is annexed to this report as ANNUXURE - III.

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

20. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report form part of this Annual Report.

21. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015 a separate section on Corporate Governance forms part of this report and Certificate from a Company?s Auditor regarding compliance of conditions of Corporate Governance is as ANNEXURE-IV.

22. PARTICULARS OF EMPLOYEES

In terms of the provisions of 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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ANNEXURE-V which forms part of this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE-VI which forms part of this report.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The rules regarding conservation of Energy and Technology Absorption are not applicable to the Company as company does not have any production unit at present. However, the information pertaining to Foreign Exchange Earnings and Outgo are as follows:

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of the loans, guarantees and investments, as required under Section 186 of the Act are provided as part of the notes to the financial statements of the Company.

25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All related party transactions, entered into during the financial year under review, were on an arm?s length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC – 2, is not applicable. You may refer to Related Party transactions, as per the Ind AS, in Note No. 34 of the Standalone Financial Statements.

The Policy on related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company?s website at www.gokulgroup.com.

26. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company at www.gokulgroup.com.

27. INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation to section 134(5)(e) of the Act. For the year ended on March 31, 2024, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved internal controls whenever the effect of such gaps would have a material effect on the Company?s operations, managing the Risks of fraud, corruption.

28. MAINTENANCE OF COST RECORD UNDER SUB SECTION (1) OF SECTION 148 COMPANIES ACT, 2013

The Company does not fall under the purview and requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings (SS-1) and Annual General Meetings (SS-2).

30. ADDITION IN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION

During the year under review, the company has inserted new Main object clause in Memorandum of Association of the company vide special resolution by way of postal ballot dated 12.01.2024 in accordance with section 4 and section 13 of companies act, 2013

31. GENERAL

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

1) Details relating to deposits covered under Chapter V of the Act.

2) Issue of equity shares with differential rights as to dividend, voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4) Neither the Managing Director nor the Whole-time Directors of the Company receive any commission from the Company and not disqualified from receiving any remuneration or commission from any of subsidiaries of the Company.

5) No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company?s future operations.

6) Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7) One time settlement of loan obtained from the banks or financial institutions.

32. APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company?s employees at all levels.