Gokaldas Exports Ltd Directors Report

Boards Report

Dear Members,

Your Directors have the pleasure of presenting the Twenty-Third 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, 2026.

FINANCIAL HIGHLIGHTS

				(Rs. In Crores)
Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	2693.05	2476.70	3987.64	3864.24
Other Income	121.55	99.59	77.32	52.94
Profit Before Interest, Tax and Depreciation	402.33	343.93	433.68	423.91
Profit Before Tax	266.98	245.87	171.62	218.07
Profit After Tax	203.93	191.32	100.13	158.54

COMPANYS PERFORMANCE

FY2026 was one of the toughest years for the Company, as two of its key manufacturing bases—India and Kenya-faced significant challenges arising from changes in the United States (the "U.S") trade policy. In 2025, the U.S imposed reciprocal tariffs on most of its trading partners. For India, an initial tariff of 10% was imposed, which increased to 25% in September 2025. This was followed by an additional 25% tariff linked to the Russian oil embargo. These additional tariffs were subsequently withdrawn following the India- U.S. trade agreement in February. However, after the U.S. Supreme Court struck down the reciprocal tariffs imposed under the International Emergency Economic Powers Act (IEEPA), the U.S. government invoked Section 122 to impose a 10% tariff on its major trading partners. Kenya, which had previously enjoyed duty-free access to the U.S. market under the African Growth and Opportunity Act (AGOA), was also adversely affected. AGOA expired in September 2025, and the delay in extending its benefits, coupled with the imposition of a 10% U.S. tariff, created additional challenges for exports from Kenya. The U.S. government subsequently extended AGOA benefits through December 2026.

The year ended with a new set of challenges arising from the middle east war, which resulted in higher input costs for crude oil-derived materials.

Despite the tariff-related challenges, U.S. retail sales recorded healthy growth of 8% year-on-year (YoY) in 2025, while imports remained subdued, declining by 2% YoY during the same period. The UK retail market also recorded healthy growth of 6% YoY in 2025, with imports growing in line with retail sales at 6% YoY. Meanwhile, imports into the EU-27 registered a modest growth of 2% YoY

During the year, the Companys consolidated total income stood at Rs.4,065 crores, registering a growth of 4% YoY. The India business grew by 10% YoY despite the backdrop of steep U.S. tariffs, while Indian apparel exports declined by 1.4% YoY during the same period. The Africa business declined by 19% during the year due to uncertainty surrounding the renewal of AGOA, which adversely impacted performance in Q2FY26 and Q3FY26. Following the renewal of AGOA,

the Africa business returned to growth in Q4FY26, reporting healthy performance during the quarter. The Companys consolidated EBITDA for the year stood at Rs.434 crores, with an EBITDA margin of 10.7%, representing a decline of 15 basis points (bps) YoY. The margin performance reflected productivity gains driven by improved order momentum and effective cost management, which helped absorb the impact of the steep U.S. tariffs. However, these gains were partly offset by operating deleverage in the Africa business due to the AGOA-related disruption, as well as start-up costs associated with new initiatives. After adjusting for the impact of the U.S. reciprocal tariffs amounting to Rs.97 crores, the Companys consolidated EBITDA stood at Rs.530 crores, with an adjusted EBITDA margin of 13.0% for the year.

During the year, the Company deployed Rs.228 crores towards machinery upgradation and additional capacity creation. It also invested Rs.122 crores in BTPL through a combination of equity and debentures. Net debt increased to Rs.553 crores during the year, primarily due to capital expenditure on incremental capacity expansion, higher working capital requirements, and additional investments in BTPL. The Company generated cash from operations of Rs.380 crores during the year. These cash flows were deployed towards working capital requirements and strategic initiatives undertaken by the Company.

Our people continue to be the key strength of the Company. During the year, we had a workforce of over 54,000 employees, with nearly 75% being women. More than 32,000 employees received skill development training, while women accounted for 47% of supervisory roles. In addition, over 3,700 women employees graduated from our womens empowerment programmes, reflecting our continued focus on building an inclusive and capable workforce.

The Companys long-term strategy is focused on creating sustainable value for its shareholders, employees, and business partners. This is driven by consistently delivering high-quality products, strengthening customer relationships, and maintaining a continued focus on sustainable and profitable growth.

BUSINESS ENVIRONMENT

FY2026 was marked by significant uncertainty arising from changes in U.S. trade policy. The U.S. announced reciprocal tariffs in April 2025, which were partially implemented before coming into full effect in August 2025. India was further impacted by additional punitive tariffs linked to Russian oil imports. These were subsequently reversed in February 2026 as part of the U.S.-India trade agreement, under which the reciprocal tariff was reduced to 18% (announced), compared to the earlier proposed rate of 25%. Shortly thereafter, the U.S. Supreme Court ruled that the reciprocal tariffs imposed under the IEEPA were invalid. In response, the U.S. administration imposed a blanket 10% tariff on major trading partners under Section 122 for a period of 150 days, ending on July 24, 2026. Following this, the administration began exploring Section 301 as an alternative mechanism to continue imposing tariffs on its trading partners. Kenya also faced challenges during the year. A 10% U.S. reciprocal tariff announced in April 2025 remained in force until the U.S. Supreme Court ruling, after which Kenya was excluded from the Section 122 announcement. In addition, the expiry of AGOA in September 2025 and the delay in its extension created uncertainty and delayed order placements before the benefits were eventually restored retrospectively through December 2026.

Despite the tariff-related disruptions, retail apparel demand in the U.S. remained resilient. However, apparel imports into the U.S. remained lower than retail sales growth, reflecting cautious sourcing and inventory management by brands. Apparel imports into the UK and the EU also remained buoyant during the year. To address the impact of higher cotton prices, the Government of India exempted cotton from import duties from August 2025 to December 2025. The exemption has been reintroduced for a further five-month period from June 2026 to October 2026 to help mitigate elevated global cotton prices caused by geopolitical disruptions, including the U.S.-Iran conflict, and adverse weather conditions associated with El Nino. In addition, the sharp depreciation of the Indian Rupee is expected to partially offset the impact of rising labour costs and support the competitiveness of Indian apparel exports.

DIVIDEND

No dividend has been recommended by the Directors for the financial year 2025-26.

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/uploads/2022/08/Dividend- Distribution-Policy.pd f.

TRANSFER TO RESERVES

No amount is transferred to the Reserves during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, there were no changes in the composition of the Board of Directors of the Company. The Composition of the Board as on March 31, 2026 is as below:

Sr. No.	Name of the Director	Designation	DIN
1.	Mr. Mathew Cyriac	Chairman & Non- Executive Director	01903606
2.	Mr. Sivaramakrishnan Ganapathi	Vice Chairman and Managing Director	07954560
3.	Mr. Prabhat Kumar Singh	Whole Time Director	08275987
4.	Mr. George Varughese	Independent Director	09702009
5.	Ms. Rama Bijapurkar	Independent Director	00001835
6.	Ms. Pavitra Rajaram	Independent Director	09322283

In the opinion of the Board, the Independent Directors of the Company possesses the requisite integrity, expertise, experience and proficiency.

Further, pursuant to the provisions of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as of March 31, 2026:

Sr. No. Name of the Director	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 & Compliance Officer

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 departures;

ii. the selected accounting policies were applied consistently and the judgments and estimates made are reasonable and prudent, to give a true and fair view of the state of affairs of the Company as of March 31, 2026 and of the profits of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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 2025-26 by the Nomination and Remuneration Committee in respect of Board performance, the Directors individually as well as the evaluation of the working of Audit, Nomination and Remuneration, Stakeholders Relationship, Risk Management and Corporate Social Responsibility Committees.

A structured questionnaire covering various aspects of the 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 May 21, 2025, June 30, 2025, August 05, 2025, August 09, 2025, November 11, 2025 and January 31, 2026. The details of the Directors & their attendance during the financial year 2025-26 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 the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

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

SHARE CAPITAL

The Company has allotted 17,80,767 equity shares under the GEL Employee Stock Option Plan 2022. Except as stated above, there was not fresh allotment of shares during the year.

As on March 31, 2026, the Authorized Share Capital of the Company was Rs.42,50,00,000 (Rupees Forty Two Crore Fifty Lakhs) only divided into 8,50,00,000 (Eight Crore Fifty Lakhs) Equity Shares of Rs.5 (Rupees Five) only each and Paid up Share Capital was Rs.36,62,36,140 (Rupees Thirty Six Crores Sixty Two Lakhs Thirty Six Thousand One Hundred and Forty) only divided into 7,32,47,228 (Seven Crores Thirty Two Lakhs Forty Seven Thousand Two Hundred and Twenty Eight) Equity Shares of Rs.5 (Rupees Five) only each.

DISCLOSURE REGARDING THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS AND/OR THE 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 concerning the reporting year.

SUBSIDIARY AND ASSOCIATE COMPANIES

As of March 31, 2026, the Company has the following 9 (Nine) Wholly Owned Subsidiary Companies:

i. All Colour Garments Private Limited

ii. SNS Clothing Private Limited

iii. Vignesh Apparels Private Limited

iv. Gokaldasexports Acharpura Private Limited

v. Sri Susamyuta Knits Private Limited

vi. Gokaldas Exports FZCO, Dubai

vii. Nava Apparels L.L.C-FZ, Dubai

viii. Matrix Design and Industries Private Limited

ix. Gokaldas Exports Corporation, Delaware, USA

Further, the Company has the following 4 (Four) step down Subsidiary Companies:

i. Amibros S.A., Panama (operating as a branch in the name of Atraco Industrial Enterprises in Dubai)

ii. Atraco Logistics Co LLC, Dubai

iii. Ashton Mombasa Apparel EPZ Ltd, Kenya

iv. Ashton Apparel Manufacturing PLC. Ethiopia

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

EMPLOYEE STOCK OPTION PLANS

The Company has four 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. As per the Scheme, the Company can issue not more than 17,18,800 options, convertible into 17,18,800 equity shares of face value of Rs.5/- each under this Scheme.

During the year, the Company has not granted any options and not allotted any equity shares under ESOS-2010. As of March 31, 2026, 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 approved the scheme on August 26, 2018. Pursuant to the approval, the Board has been authorized to offer, issue and allot stock options to eligible employees of the Company and its Subsidiary Companies to the extent of 21,33,040 equity shares of face value of Rs.5/- each.

During the year, the Company has granted 1,58,000 options under RSU-2018. As of March 31, 2026, the Company has allotted 19,65,000 equity shares under this scheme.

III. Employee Stock Option Plan 2022

The shareholders had approved the GEL Employee Stock Option Plan 2022 ("ESOP 2022") on April 03, 2022. 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 45,00,000 equity shares of face value of Rs.5/- each.

During the year, the Company has granted 8,55,000 options and has allotted 17,80,767 equity shares under the Scheme. As of March 31, 2026, the Company has allotted 20,72,433 equity shares under this scheme.

IV. Employee Stock Option Plan 2025

The shareholders of the Company have approved the GEL Employee Stock Option Plan 2025 ("ESOP 2025"/"Plan") on July 26, 2025. Pursuant to the approval, the Board has been authorized to create, offer, issue, grant and allot stock options to eligible employees of the Company and its Subsidiary Companies to the extent of 20,00,000 equity shares of face value of Rs.5/- each.

During the year, the Company has granted 20,00,000 options under this Scheme.

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31, 2026, is available on the Companys website at the following link https://www. gokaldasexports.com/annual-returns/ .

SAFETY, HEALTH, ENVIRONMENT

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

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

Some of the key initiatives taken by the Company are:

ENVIRONMENT

1. 7.5 MW solar park is fully functional which supports 16 manufacturing units in Karnataka through wheeling and net-metering scheme for electricity.

2. Total electricity consumption from Renewable sources increases by more than 32% in CY25 from CY24.

3. Achieved 73% reduction in Green House Gas (GHG) emission intensity per garment from Indian operations in CY25.

4. In CY25 the ratio of energy derived from renewable sources vs non-renewable sources is 4:1.

5. In additional to previous year, additional two more boilers have been replaced with energy-efficient new boilers, thereby reducing fuel demand.

6. Implemented globally recognized and accepted Zero Discharge of Hazardous Chemicals (ZDHC) program across our operations for the use of non-hazardous chemicals. Most of our chemicals used are with ZDHC level-3 approval

7. Continued compliance with the ZDHC Manufacturing Restricted Substances List (MRSL) and brand-specific Restricted Substances Lists (RSL) through the implementation of robust chemical management systems, ensuring the responsible sourcing, use, and control of chemicals across operations.

8. Only waterborne paints or inks are used in our garment printing operations, replacing all solvent- based ingredients thereby reducing VOCs from work places.

9. Approximately 477 million litres of water recycled/ reused from the ETP operation in CY25.

10. Successfully validated climate action target under MCAP program to reduce 42% absolute GHG emissions by 2030 from a base year of 2023, in alignment with SBTi 1.5?C temperature pathway.

11. Became a member of the Cascale (formerly Sustainable Apparel Coalition, or SAC), which is the global alliance empowering collaboration across the consumer goods industry to combat climate change and support decent work for all.

HEALTH & SAFETY

1. Company has implemented Life And Building Safety (LABS) Standards across our facilities and 65% of our facilities have attained graduation

2. Continual training and awareness programs on Health & safety chapters for all our employees to make them ready to counter any emergencies.

3. As part of continual improvement of our employees health, we have introduced "Workplace exercises" to minimise Musculoskeletal Disorders (MSDs) and to achieve improved health conditions.

4. Implemented a work permit system and LOTO (Lock Out Tag Out) across all facilities, and it is actively practiced and strictly followed for all work carried out within factory premises.

5. Established a new standard operating procedure to be followed while cleaning tanks of STP & ETP. We have ensured that there shall be no Human entry inside the tanks, and only mechanical machines shall be used during the process.

6. Started conducting periodical health checkups for employees working in hazardous or chemical-handling areas to ensure their wellbeing and occupational health conditions are good and satisfactory.

7. Company has provided emergency rescue equipment at work areas, including medical stretchers, wheelchairs, and SCBA sets for confined space workers to ensure effective response and safe rescue during emergencies.

8. Achieved 100% implementation of fire safety measures and firefighting systems across all group facilities to ensure comprehensive fire risk management and emergency preparedness.

9. Company strive to minimize injuries, accidents, incidents, and health hazards at each facility. Health and Safety performance indicators are regularly monitored through monthly review meetings with the respective safety officers, where guidance and actionable recommendations are provided to ensure continuous improvement and to achieve the goal of zero accidents or incidents.

10. To minimize ergonomic issues in the workplace, awareness programs have been initiated, encouraging employees to take regular breaks, stretch, and perform light exercises to promote physical well-being.

11. To support employee health and well-being, essential facilities, including a hygienic dining area, nutritious food, and safe drinking water, are made available to all staff.

EMPLOYEE ENGAGEMENT

1. Diksoochi - Supervisory Development Program (SDP)

- A structured leadership development program that strengthens supervisors behavioural, communication and technical capabilities through classroom learning, practical assignments and workplace application, creating a strong internal leadership pipeline.

2. Supervisory Skills Training (SST) - A structured supervisory capability-building program focused on leadership, communication, coaching, conflict resolution, problem-solving and team management to improve shop-floor effectiveness.

3. Workplace Cooperation Program (WCP) - A buyer- mandated initiative that strengthens collaboration between management and worker representatives by improving communication, trust, workplace dialogue and conflict resolution.

4. Re-Imagining Industry to Support Equality (RISE) -

A women empowerment program that develops life skills, workplace confidence, leadership, financial literacy, communication and gender equality among employees.

5. WE-LEAD - Women Leadership Development -

A leadership pipeline initiative that prepares high- potential women employees for supervisory positions through structured learning, mentoring and practical shop-floor exposure.

6. RISE - Training of Trainers (ToT) - A trainer certification initiative that develops internal facilitators to ensure consistent and sustainable implementation of the RISE program across manufacturing units.

7. STEM - Supervisory Training & Excellence

Management - A continuous learning platform bringing supervisors and department heads together to strengthen technical knowledge, behavioural competencies, problem-solving and operational excellence.

8. MILAP - Connecting People, Building Trust

- A capability-building program for Welfare Officers focused on counselling skills, trust-building, employee communication and effective grievance handling to improve employee wellbeing.

9. The Pursuit of Leadership Happiness - A leadership development workshop designed for HR Managers and Cluster Heads to promote self-awareness, positive leadership, collaboration and purpose-driven people management.

10. Learning Nuggets & Mindspace - A continuous learning initiative comprising short knowledge-sharing sessions focused on mental wellbeing, self-development, communication and workplace awareness.

11. Mathe En Samachara - A radio-style employee engagement initiative delivered through multilingual audio episodes, promoting health, safety, wellbeing, workplace values and organizational communication across factories.

12. Employee Wellbeing Programs - Holistic wellbeing initiatives covering physical health, mental wellness, nutrition, hygiene, financial literacy, women wellness, maternal care and seasonal health awareness to improve employee wellbeing.

13. Health, Safety & Emergency Preparedness -

Awareness and practical training on first aid, fire safety, emergency response, occupational health, ergonomics and workplace safety to foster a safe working environment.

14. Behavioral & Leadership Development Programs

- Behavioral learning interventions covering communication, emotional intelligence, teamwork, motivation, stress management, workplace ethics and leadership effectiveness across employee groups

15. Prevention of Sexual Harassment (PoSH) & Internal Committee Development - Awareness programs and specialized training for employees and Internal Committee members to strengthen workplace dignity, legal compliance and effective grievance redressal.

16. Skill Development Initiatives (DDU-GKY & SAMARTH) - Government supported employability and vocational skill development initiatives that strengthen the industrys future talent pipeline.

17. Industrial Visit & Benchmarking - A structured experiential learning initiative designed to provide staffs with exposure to industry best practices, advanced manufacturing processes, operational excellence and innovative people practices through visits to benchmark organizations, enabling crosslearning and continuous improvement.

The organizational social policy and process have been upgraded in alignment with SLCP (Social & Labour Convergence Program), achieving 92% accuracy levels in the current year, indicating the social and labour compliance standards are high when it comes to employee wellbeing, social equity, and better working conditions 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 the Management Discussion and Analysis Report is annexed, which forms part of this report.

AUDITORS & AUDIT REPORT

A. STATUTORY AUDITOR

The Shareholders of the Company at the 20^th Annual General Meeting (AGM) held on September 20, 2023 have re-appointed M/s. MSKA & Associates LLP, Chartered Accountants (ICAI Firm registration number: 105047W / W101187) as the Statutory Auditors of the Company to hold office for a second term of five consecutive years from the conclusion of the 20^th Annual General Meeting of the Company till the conclusion of the 25^th Annual General Meeting to be held in the year 2028.

Audit report

During the year, there are no qualifications or adverse remarks in the Statutory Auditors Report that require any explanation from the Board of Directors. The Statutory Auditors have expressed an unmodified opinion in the audit reports in respect of the Audited standalone and consolidated Financial Statements for the financial year ended March 31, 2026.

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 at the 22^nd Annual General Meeting (AGM) held on September 16, 2025 has appointed M/s. Nagendra D Rao & Associates LLP, Company Secretaries (Firm Registration No. AAK-4698) as Secretarial Auditors of the Company for a term of five consecutive years, commencing from financial year 2025-26 till financial year 2029-30 to undertake the secretarial audit of the Company.

The Secretarial Audit Report issued by the Secretarial Auditors is annexed as Annexure III to this Report. Except below observation, the report does not contain any qualification, reservation or adverse remark:

"We report that during the period under review, it is observed that the Listed entity has identified Amibros S. A (Step down Subsidiary) as a material subsidiary. The Listed entity had passed Board resolution dated 5^th August 2025 for appointment of Mr. George Varughese, Independent Director, on the Board of Gokaldas Exports FZCO, with effect from completion of the process of merger of Amibros S. A with its holding Company, Gokaldas Exports FZCO, Dubai. However, during the period under review the Listed entity needs to appoint at least one of its Independent Directors of the listed entity on the Board of the said material subsidiary, as required under the Regulation 24 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015."

Boards Comment:

The Board of Directors of the Company, at its meeting held on August 05, 2025, has appointed Mr. George Varughese, Independent Director as Director on the Board of Gokaldas Exports FZCO, effective from completion of the merger of Amibros S.A. with its holding company Gokaldas Exports FZCO, to meet the compliance requirement as per Regulation 24 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on the date of this report, the merger of Amibros S.A. with Gokaldas Exports FZCO is in progress.

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.

CONSERVATION OF ENERGY, 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 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 with the Wholly Owned Subsidiaries and step- down subsidiaries. There were no material Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the SEBI Listing Regulations.

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

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

The Companys Policy for dealing with Related Party Transactions is available at the Companys website at the following link https://www.gokaldasexports.com/ uploads/2022/09/Related-Party-Transactions-Policy.pdf.

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 Nondiscrimination at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment and discrimination in the workplace.

The details of the complaints received and disposed off during the year are as follows:

Number of complaints of sexual harassment received in the year	3
Number of complaints disposed off during the year	3
Number of complaints pending at end of the financial year	0
Number of cases pending for more than ninety days	0

INTERNAL CONTROL SYSTEMS

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

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

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

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 following link https://www.gokaldasexports. com/uploads/2022/08/Policy-on-Risk-Management.pdf .

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 corporate 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 the following link https://www. gokaldasexports.com/uploads/2022/08/Corporate- Social-Responsibility-Policy.pdf.

The Company has been carrying out its CSR activities through "Gokaldas Exports Foundation" (the "Foundation"). The Company contributes the amount required to be spent by the Company every year to the Foundation and the Foundation identifies 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 Directors to report in good faith any violation of the policy. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at the following link https://www. gokaldasexports.com/uploads/Whistle-Blower-Policy.pdf

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 that would impact the going concern status of the Company and its future operations.

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

d) The Company is in compliance with the provisions of the Maternity Benefit Act, 1961.

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
Date: August 11, 2026	Mathew Cyriac
Place: Mumbai	Chairman
	DIN:01903606