gokaldas exports ltd share price Directors report

Dear Members,

Your Directors have the pleasure of presenting the Twentieth 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, 2023.

FINANCIAL HIGHLIGHTS

Companys financial highlights for the year ended March 31, 2023 are summarized below:

Foreign currency exposure	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	2,221.09	1,789.09	2,222.20	1,790.32
Other Income	30.57	10.95	25.03	10.69
Profit Before Interest, Tax and Depreciation	299.88	214.98	295.81	216.19
Profit Before Tax before exceptional item	203.77	116.73	198.34	117.03
Exceptional item	6.05	-	6.05	-
Profit Before Tax after exceptional item	209.82	116.73	204.39	117.03
Profit After Tax	178.40	116.73	172.97	117.08

COMPANYS PERFORMANCE

Your Company has had a resilient year 2023, posting a strong financial performance, robust revenue, and profit growth year on year. The current years performance reflects the committed effort of our senior leadership team and is a testament to our dedicated working force and their unwavering commitment to excellence which propelled us to new heights, delivering outstanding results in a challenging market environment globally.

On the business front, during the year, your Company tried to instill a high-performance, purpose-led culture in the organization to work as one team which resulted in continued outperformance with very strong like-for-like revenue growth and consistently operating margin improvement in each quarter in a row. The year started with strong revenue and profit growth resulting from a robust order book and effective capacity utilization. The second half of the year saw muted volume in line with market conditions as major brands were consciously liquidating excess inventory holdings and dealing with a sluggish retail market.

Your Company managed the operation very well and consistently grew its operating margin, and delivered improved profit after tax quarter on quarter. Our ability to effectively balance capacity with orders on hand and execution excellence played very well in delivering 25% revenue growth, of which 22% was volume and mix driven and 48% net profit year on year when, as a matter of reference, the Indian apparel exports for the financial year 2023 grew by about 1%.

During the year, your company has added incremental revenue from operations of 431.9 Crores resulting from deeper engagement and relationships with customers. Also, happy to witness that this growth has come with consistent improvement in the operating margin which has increased by 1.2% from 12% in the year 2021-22 to 13.2% in the current year. It has delivered a net profit after tax of 173 Crores witnessing a commendable growth of about 48% compared to 117 Crores in the year 2021-22. Your company generated cash from operation without working capital changes of about

296 Crores during the year securing a healthy financial base for the company.

During the year, your Company has invested 38 Crores on the existing facilities in modernization and upgradation of machinery for productivity and ensured optimal utilization of capacity, while never losing sight of customer delivery metrics, emerging as an indispensable part of the global value chain. These investments are expected to increase revenue and improve operational productivity. Overall, on a consolidated basis, your Company has incurred a capital expenditure of 135 Crores during the year Your Company completed setting up a new manufacturing facility in Madya Pradesh and the project work in Tamil Nadu is progressing well.

Your companys gross borrowing has reduced by 28 Crores YoY and adjusting the cash on hand, fixed deposits, and investments in liquid mutual funds, the company has a net cash surplus of 333 Crores, compared to net cash of 119 Crores as of March 31, 2022. Hence, your company continues to be a zero net-debt company. On the working capital front, the net current assets (excluding short term investment, cash, cash & cash equivalents and short-term borrowing) were reduced by 134 Crores majorly due to a reduction in inventory holding since a higher inventory was held in March 2022. The company has a strong liquidity position that is sufficient to meet its current obligations. Other receivables were reduced due to the realization of export incentives during the year.

Your Companys 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.

BUSINESS ENVIRONMENT

The retail apparel sales in the US have witnessed good traction during the year and continue to grow, albeit at a moderating pace. However, the demand in the EU has faced challenges due to high inflation resulting from the unresolved war conflict between Russia and Ukraine. On the other hand, the reopening of the Chinese economy after a brief COVID lockdown is aiding apparel demand, although at a slower pace. The sharp hikes in interest rates by central banks across economies to contain high inflation are expected to weigh on consumers disposable income, thereby impacting consumer demand. Brands, on the other hand, continue to liquidate their high inventory holdings and are planning to moderate their purchase plans to align with market demand conditions. This has resulted in lower imports by major importing countries like the US and EU, consequently impacting apparel exports from major apparel-exporting nations.

Nevertheless, the long-term industry structure remains positive, with increasing emphasis by brands on the China plus one sourcing strategy, suppliers consolidation, and partnerships with ESG-compliant suppliers. Domestically, the central governments key policy initiatives, such as the continuation of the RoSTCL till 2024, the PLI Scheme, MITRA, and the proposed replacement of TUFS with a new Scheme of Textiles Technology Development Scheme (TTDS), 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. In addition, 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. Furthermore, plans to launch trade discussions with 16 new nations and enhance agreements with diverse countries such as the European Union, the United States, Canada, and South Korea will favor the industry even more in the long term.

DIVIDEND

The Board of Directors of the Company at their meeting held on May 25, 2023 have recommended a final dividend of

1/- (Rupee one) per Equity share (20% of the face value of 5/- per Equity Share) for the financial year 2022-23, subject to approval of the shareholders at the ensuing Annual General Meeting. The Dividend, if approved will be paid to the shareholders who are holding shares as on the Record date i.e September 13, 2023.

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.

TRANSFER TO RESERVES

No amount is transferred to the Reserves during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, the Board has appointed Mr. George Varughese, Ms. Rama Bjiapurkar, Mr. Shivanandan Ashoke Dalvie as Additional Directors in the capacity of Independent Directors of the Company and Mr. Sundararajan Poorana Seenivasan as Executive Director, with effect from October 27, 2022. Requisite approvals from the Shareholders for these appointments as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") were obtained vide postal ballot notice dated October 27, 2022.

In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

Mr. Gautham Madhavan, Non-Executive Director has resigned from the Directorship of the Company with effect from October 27, 2022. Mr. Richard Saldhanha, Chairman and Independent Director and Ms. Anuradha Sharma, Independent Director have retired from the Directorship of the Company with effect from November 28, 2022 and February 07, 2023 respectively, after the completion of their respective term as Independent Directors.

In view of the retirement of Mr. Richard Saldanha as Director of the Company, Mr. Mathew Cyriac, Non-Executive, Non-Independent Director has been appointed as the Chairman of the Board with effect from November 29, 2022. Mr. Sivaramakrishnan Ganapathi, Managing Director of the Company has been elevated as Vice Chairman and Managing Director with effect from October 27, 2022.

Ms. Shrithee M.S, Company Secretary and Compliance Officer has resigned with effect from November 11, 2022 and Mr. Gourish Hegde has been appointed as the Company Secretary and Compliance Officer of the Company with effect from February 10, 2023.

As on the date of this report, Ms. Pavitra Rajaram has joined as an Independent Director with effect from April 26, 2023. The shareholders of the Company have approved her appointment through postal ballot on July 01, 2023.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel of the Company as on March 31, 2023:

Name	Designation
1 Mr. Sivaramakrishnan Ganapathi	Vice Chairman & Managing Director
2 Mr. Prabhat Kumar Singh	Whole-Time Director
3 Mr. Sathyamurthy. A	Chief Financial Officer
4 Mr. Gourish Hegde	Company Secretary

DIRECTORS RESPONSIBILITY STATEMENT:

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 departure;

ii. the selected accounting policies were applied consistently and the judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 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. 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.

EVALUATION OF THE BOARDS PERFORMANCE

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 2022-23 by the Nomination & Remuneration Committee in respectofBoardsperformance,theDirectorsindividuallyaswell as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship, Risk Management and Corporate Social Responsibility Committees.

A structured questionnaire covering various aspects of the Boards 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.

DECLARATION BY THE INDEPENDENT DIRECTORS

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.

NUMBER OF MEETINGS OF THE BOARD

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, 6(Six) meetings were held on April 18, 2022, April 29, 2022, July 22, 2022; August 26, 2022, October 27, 2022, February 10, 2023. The details of Directors & their attendance during the Financial year 2022-23 have been disclosed in the Corporate Governance Report, which forms part of this report.

COMMITTEES OF THE BOARD

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 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, their respective roles and responsibilities are as detailed in the report on Corporate Governance.

SHARE CAPITAL

During the year the Company has allotted 16,01,000 equity shares under Employee Stock Option Scheme-2010 and Restricted Stock Unit Plan-2018. Except to this, there were no changes in the paid up capital of the Company.

As on March 31, 2023, the Authorized Share Capital of the Company was 32,50,00,000/- (Rupees Thirty Two Crores Fifty Lakhs) divided in to 6,50,00,000 Equity shares of

5/- (Rupees five only) each and Paid up Share Capital was

30,28,89,970/- (Rupees Thirty Crores Twenty Eight Lakhs Eighty Nine Thousand Nine Hundred Seventy Only).

QUALIFIED INSTITUTIONAL PLACEMENT

The Company had raised funds aggregating to

2,99,99,99,898/- pursuant to Qualified Institutional Placement by issuing of 15,424,164 equity shares of 5/- each fully paid at an issue price of 194.50/- per equity share (including a premium of 189.50/- per equity share) on October 07, 2021.

As on March 31, 2023, the amount raised through Qualified Institutional Placement has been fully utilized towards repayment or prepayment of borrowings, financing working capital requirements and investment in new line of business, which are in line with the objectives of which the funds were raised, as per the placement document and there has been no deviation or variation in the use of proceeds of funds.

Statutory Reports

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS AND/OR ISSUE OF SWEAT EQUITY SHARES

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

CHANGE IN NATURE OF BUSINESS

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

DEPOSITS

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.

MATERIAL CHANGES

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 in respect to the reporting year.

SUBSIDIARY COMPANIES

As on March 31, 2023, the Company has the following 6 (six) 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

As on the date of this Report, the Company has incorporated ‘Gokaldas Exports Corporation in Delaware State, U.S.A and ‘Nava Apparels L.L.C-FZ in Dubai, UAE 2023 on April 14, 2023 and May 01, 2023 respectively.

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 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/investors/.

EMPLOYEE STOCK OPTION PLAN

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

I. Employee Stock Option Scheme 2010

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 5/- each under this Scheme.

During the year the Company has not granted any options under ESOS-2010 to its employees and 4,65,000 Equity shares of 5/- each were allotted to the employees who have exercised their options. As on March 31, 2023, the Company has allotted 12,28,330 equity shares under this scheme.

II. Restricted Stock Unit Plan 2018

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 have 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 5/- each.

During the year no fresh options were granted under RSU-2018 and 11,36,000 Equity shares of 5/- each were allotted to the employees who have exercised their options. As on March 31, 2023, the Company has allotted 18,41,500 equity shares under this scheme.

III. Employee Stock Option Plan 2022

The shareholders have 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 has been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiary Companies under ESOP 2022. The maximum number of shares under the ESOP 2022 shall not exceed 30,00,000 equity shares. During the year 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 is given as Annexure II to this report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website at https://www.gokaldasexports.com/investors/.

SAFETY, HEALTH, ENVIRONMENT

We, as a responsible manufacturer, are committed to take adequate measures related to environment, employee health and safety in developing, manufacturing, storing, handling and distribution of 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:

Environment:

1. HIGG FEM 3.0 certification and validation by third party completed in a phased manner for all our units. The Higg Index measures environmental (energy/greenhouse gas emissions; water; wastewater/effluent; air emissions; waste; and chemicals management) and social impacts across the life cycle of an apparel product. This will lead to consistent monitoring and reduction of environmental impact across units. The Company has achieved overall 89% score in Environment management system (Higg FEM) over previous year of 81% (Score enhanced by 8%).

2. Installed ZLD project (Zero Liquid Discharge) using state of art technology and we are successfully recycling more than 90% of waste water and reused for the laundry processes.

3. Upgradation of latest technology laundry machines having Low liquor ratio (1:5) and E-Flow machines to reduce water & chemical consumption and thereby reduction of pollutants loads on environment.

4. Rain water harvesting tanks have been augmented and used to increase ground water recharge also reusing to reduce fresh water demands

5. The Company is adhering to 100% compliance w.r.t ZDHC MRSL guidelines. All chemicals used in laundry, Dying & Printing operations are sourced from ZDHC recognized suppliers. Also the Company is using waterborne paints for printing operations wherein VOCs have been drastically reduced and improved environment conditions.

6. Company has invested in upgrading the machineries that are more energy efficient and will enhance our Productivity, Quality and ultimately save more on energy, water and chemical consumptions.

7. Installed Roof Top solar panel at one of our units and achieved CO2 offset of 545 tonnes/annum and plan of extending to other units in coming months.

8. Replaced florescent lights across factories with LED lights for reducing energy consumption, Installed VFDs for optimum utilisation of energy thereby leading to carbon footprint reduction.

Health & Safety:

1. Achieved Zero Reportable accidents at all our factories.

2. Conducted periodical training and awareness to employees on Health & Safety, Personal Hygiene & Emergency Preparedness

3. Inducted 2 New ambulances equipped with the latest infrastructure to support any medical emergency at our units.

4. Enhanced illumination and ventilation across all our factories to enhance good ambient air for promoting healthy working environment.

5. Enhanced ergonomic standards for workstation to reduce Musculo Skeletal Disorders among workmen.

6. Enhanced CCTV coverage area at all factories to strengthen our surveillance system.

7. Upgraded Fire Hydrant with sprinkler system and Centralised Fire Control Panel to enhance fire safety.

8. Undergone LABS (Life and Building Safety) audit program at most of our factories to enhance our Health & Safety programs (Structural, Electrical & Fire Safety).

9. Augmentation of existing STP, Installation and commissioning of new STPs to ensure water is scientifically treated and reused in order to reduce environmental impact

Employee Engagement:

1. Workplace Cooperation Program(WCP): WCP is a programme involving Management of the unit and office bearers of Works Committee. It is endeavored towards fostering enhanced working relationship in the factory premises.

2. Personal Advancement and Carrier Enhancement (PACE): PACE, a flagship Women Empowerment Programme, is being implemented in 11 units of the Company.

3. Prevention of Sexual Harassment training (Workers) (PoSH): It is an awareness program to prevent sexual harassment of women and also to make aware of the mechanism available to each one in case an employee wishes to file such cases.

4. Supervisory Skills Training (SST): Through SST, a supervisor is better equipped to understand dynamics of the batch in terms of employee behaviour and delivery of shipment in full.

5. Women Supervisor Development Programme: To empower women, Women Supervisor Development Program started in factories. This program aims to identify, train and handhold potential women workers for taking up supervisory role, thereby promoting gender equity among supervisory staff.

6. Workshop for Quality Department: The programme aims to sharpen the evaluation skills of checkers. It also helps the participants to understand their own understanding of quality against the customer demand.

7. Women Wellbeing: It covers a range of programmes like health & hygine, awareness for pregnant women, etc.

8. E- Learning for Industrial Engineers: E-Learning modules aims to enhance the skill of Industrial Engineers in IE Tools, Lean and dynamics and shop floor.

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

10. Each of the internal committee members are taken through a training programme to better equip them on their roles and responsibilities for better discharge of duties.

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

12. First Aid & Safety Training: Each employee at the Company is trained in First Aid Safety.

13. Lean & 5S: Through the training on Lean & 5S each employee of the Company is being lead towards waste reduction through the involvement of every individual employee.

14. Technical training for Industrial Engineers: The sessions included tools and techniques in IE, Library creation, data sharing & standardization of SAM & operation.

The organizational social policy and process has been upgraded in alignment with SLCP (Social & Labour Convergence Program) securing 87% in the current as opposed to 83% 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.

CORPORATE GOVERNANCE

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 Indias (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 Secretarys Certificate regarding Compliance with Corporate Governance requirements are given separately, which forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY 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.

MANAGEMENT DISCUSSION AND ANALYSIS

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

AUDITORS & AUDIT REPORT

A. Statutory Auditor

The Shareholders of the Company at the 15^th Annual General Meeting (AGM) held on September 18, 2018 had appointed M/s. MSKA & Associates, Chartered Accountants (ICAI Firm registration number: 105047W) as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 15^th Annual General Meeting of the Company till the conclusion of 20^th Annual General Meeting to be held in the year 2023. The term of M/s. MSKA

& Associates, Chartered Accountants, as Statutory Auditors of the Company will conclude from the close of the ensuing AGM of the Company.

In this connection, the Board of Directors of the Company, based on the recommendation of the Audit Committee, at its meeting held on August 07, 2023, has re-appointed M/s. MSKA & Associates, Chartered Accountants (ICAI Firm registration number: 105047W) as the Statutory Auditor of the Company to hold office for a second term of five consecutive years from the conclusion of the 20^th AGM till the conclusion of the 25^th AGM to be held in the year 2028, subject to the approval of the shareholders at the ensuing AGM. Relevant resolution and further details are given in the notice convening the 20^th AGM.

Audit report

During the year, there are no qualifications or adverse remarks in the Statutory Auditors Report which 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, 2023.

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

B. Secretarial Audit

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 2022-23.

The Secretarial Audit Report is 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.

Cost records and cost audit

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.

CONSERVATIONOFENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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 the Annexure IV to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions, that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. 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 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 is 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 which may have a potential conflict of interest with the Company at a 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 Companys Policy for dealing with Related Party Transaction is available at the Companys website at https:// www.gokaldasexports.com/policies/.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT

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.

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

The Company has in place a policy on prevention, prohibition and Redressal of Sexual Harassment and Non-discrimination at work place 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 at work place.

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

INTERNAL CONTROL SYSTEMS

The Company has 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.

REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

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 remuneration of Directors, Key Managerial Personnel and other senior employees.

In line with this, Board has adopted Remuneration Policy for Directors, Key Managerial Personnel and other senior employees of the Company. The copy of the policy is available on the Companys website https://www.gokaldasexports.com/policies/

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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 https://www.gokaldasexports.com/policies/.

PARTICULARS 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 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 Companys website at https://www.gokaldasexports.com/policies/.

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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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 the 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 https://www. gokaldasexports.com/policies/.

OTHER DISCLOSURES

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 which 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 which materially impact the business of the Company.

ACKNOWLEDGEMENTS AND APPRECIATION

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.

	For and on behalf of the Board of Directors of
	Gokaldas Exports Limited
	Sd/-
	Mathew Cyriac
Place: Bengaluru	Chairman
Date: August 07, 2023	DIN:01903606