Gokul Agro Director Discussions


Dear Members,

The Board of Directors is delighted to present the Ninth (9th) Annual Report on the business and operations of Gokul Agro Resources Limited ("the Company") along with the summary of Standalone and Consolidated Audited Financial Statements of the Company for the year ended March 31, 2023.

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

Overview of Financial Performance

The Audited Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under section 133 of The Companies Act, 2013 ("the Act"), read with Rule 7 of The Companies (Accounts) Rules, 2014 ("the Accounts Rules") and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Key highlights of Standalone and Consolidated financial performance of the Company, for the Financial Year ended on March 31, 2023 are summarized below:

( In Lakhs except EPS)

Standalone

Consolidated

Particulars

March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Revenue from Operations 10,08,281.97 10,21,078.89 10,73,980.74 10,38,411.30
Other Income 1,509.00 1,634.76 1,678.58 1,659.85

Total Income

10,09,790.97 10,22,713.65 10,75,659.33 10,40,071.15

EBITDA

25,632.07 21,225.42 29,831.52 24,149.87
Finance Costs 8,642.39 5,082.71 9,472.62 5,621.72
Depreciation and amortization expenses 2,848.66 2,892.43 2,885.28 2,929.92

Profit Before Tax

14,141.01 13,250.27 17,473.61 15,598.21

Total Tax Expense

3,670.56 2,952.48 4232.92 3307.57

Profit After Tax

10,470.44 10,297.78 13,240.68 12,290.64
Other Comprehensive Income (0.39) 6.61 678.80 200.47

Total other Comprehensive Income

10,470.05 10,304.40 13,919.49 12,491.12

Earnings Per Share (EPS) before exceptional item (Basic & Diluted)

7.26 7.49 9.18 8.94

Earnings Per Share (EPS) after exceptional item (Basic & Diluted)

7.26 7.49 9.18 8 . 9 4

Results of Operations

Companys total Consolidated revenue from operations grew by 3.43 % to 10,73,980.74 Lakhs from 10,38,411.30 Lakhs in 2021-2022. The Profit Before Tax increased by 12.02% y-o-y to 17,473.61 Lakhs. Net Profit After Tax increased by 7.73% y-o-y to 13,240.68 Lakhs. A detailed analysis of performance for the year has been included in the Management Discussion and Analysis Report, forming part of the Annual Report.

During the year under review, the Standalone revenue from Operations marginally decreased by 1.25 % to 10,08,281.97 Lakhs from 10,21,078.89 Lakhs in F.Y. 2021-22. The company has earned Standalone Profit Before Tax of 14,141.01 Lakhs as compared to 13,250.27 Lakhs in FY 2021-22, increased by 6.72%, and Profit after Tax of 10,470.44 Lakhs, grew by 1.68% from 10,297.78 Lakhs in the previous year. The EPS on standalone financials for the year ended on March 31, 2023 was 7.26.

State of Company s Affairs and Business Operations

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

The Companys plant at Gandhidham is spread across a large area of 90 acres of land with State-of-the-Art manufacturing facilities for various edible oils and allied products. The Company has fully integrated operations and healthy product diversity.

The companys large scale of operations continue to deliver effciency and quality across value-chain. The products of the Company are marketed under multiple territories across 36 countries and more than 20 states in India. Our major international markets include France, Singapore, USA, Germany, Japan, Netherlands, Belgium, UK, China, South Korea, etc.

Change in the Nature of Business

There has been no change in the nature of business of the Company during the financial year 2022-2023.

Change of Registered Office

During the year under review, in the Board meeting of the Company held on February 9, 2023, the Company has changed its registered office to "Crown-3, Inspire Business Park, Shantigram, Nr. Vaishnodevi Circle, S.G. Highway, Khodiyar, Ahmedabad-382421" with effect from February 9, 2023.

Dividend

Considering the future outlook, investment plans, a long term interest and working capital need, the Company has not recommended any dividend for the Financial Year 2022-23 and do not propose to carry any amount to reserves.

In terms of Regulation 43A of SEBI Listing Regulations, the Board has formulated and adopted the Dividend Distribution Policy (the ‘Policy) which is approved by the Board of Directors ("the Board") and is uploaded on the website of the Company at https://www.gokulagro.com/invester-relations/

Tranfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2022-23 in the Statement of Profit and Loss, no amount was proposed to be transferred to General Reserves.

Share Capital

As on March 31, 2023 the Authorised, Issued, Subscribed and Paid-Up share capital of the Company was as follows:

Share Capital No. of Face Total Capital Shares Value (in )

Authorised Capital 40,00,00,000 2 80,00,00,000

Issued/Subscribed 14,75,43,358 2 29,50,86,716 and Paid Up Capital

Further, During the year there was no change in the authorized share capital of the Company, which was 80,00,00,000 comprising of 40,00,00,000 equity shares of 2 each.

During the year under review, in the Annual General Meeting of the Company held on September 30, 2022, authorised share capital was reclassified by converting the authorised preference share capital of 45,00,00,000 (Rupees Forty Five Crores Only) into 22,50,00,000 (Twenty Two Crore Fifty Lacs Only) Equity shares of . 2/- each and consequent to the same Memorandum of Association of the Company has been amended by substituting the capital clause as follows:

The authorised share capital of the Company is 80,00,00,000 (Rupees Eighty Crores Only) divided into 40,00,00,000 (Forty Crores) Equity Shares of 2/- each.

During the year under review, the Company had issued and allotted 44,71,011 Equity shares of Face Value of 2/- each at a price of . 92/- each (including premium of 90/- each) on right issue basis on March 30, 2023, to eligible shareholders for a consideration discharged by cash.

As a result of allotment of Equity Shares on Right Issue basis, the Issued, Subscribed and paid-up share capital increased from 28,61,44,694 (comprising 14,30,72,347 equity shares of 2 each) to 29,50,86,716 (comprising 14,75,43,358 equity shares of 2 each).The equity shares so allotted rank pari-passu with the existing equity shares of the Company.

Except as mentioned above, the Company had not issued any other shares or instruments convertible into equity shares of the Company or with di3erential voting rights nor has granted any sweat equity.

Utilization of Funds Raised Through Issue of Equity Shares on Right Issue Basis

The sum of 4113.33 Lakhs raised during the year 2022-23 through issue of Equity Shares on Rights Issue basis has been fully utilized for the purpose for which it was raised as stated in letter of offer for right issue and there has been no deviation or variation in utilization of the money from Right Issue.

Listing of Securities

The Companys equity shares are listed on the BSE Limited and National Stock Exchange of India Limited. The Annual Listing fees for the F.Y. 2022-23 has been paid to the Stock Exchanges.

Corporate Social Responsibility (CSR)

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

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

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

Particulars of Loans, Guarantees or Investments

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

Risk Management

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

The Company has formulated Risk Management Policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has di3erent risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

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

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

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2023, is hosted on the website of the Company and can be accessed at (https://www.gokulagro.com/invester-relations/). In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, with prescribed timelines.

Number of Meetings of The Board and Committee of the Board

During the year Financial Year 2022-23, 6 (Six) Board Meetings were convened. The details of the meetings of the Board of Directors and Committees of the Board of Directors of the Company held and attended by the Directors are given in the Corporate Governance Report forming part of Annual Report.

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

Directors Responsibility Statement

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

a) In the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards (Ind AS) had been followed along with proper explanation relating to material departures, if any; b) The accounting policies as selected by the Directors and mentioned in the Notes to the Financial Statements has been applied consistently and further the Board has made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for that period;

c) Proper and sufficient care 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;

d) The Annual Accounts for the financial year ended March 31, 2023 have been prepared on a going concern basis;

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

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

Auditors and Auditors Report

Statutory Auditors and Auditors Report

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 6th Annual General Meeting held on September 7, 2020 appointed M/s. Surana Maloo & Co., Chartered Accountants (Firm Registration No. 112171W) as the Statutory Auditors of the Company for the second term of 5 (five) years commencing from the conclusion of the 6th Annual General Meeting until the conclusion of the 11th Annual General Meeting to be held in the year 2025. The Members also approved the remuneration payable to M/s. Surana Maloo & Co. and authorized the Board to finalize the t e r m s a n d c o n d i t i o n s o f r e a p p o i n t m e n t , i n c l u d i n g remuneration of the Statutory Auditor for the remaining period, based on the recommendation of the Audit Committee.

The Statutory Auditors Report for FY 2022-23 on the financial statements of the Company forms part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

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

Internal Auditors and Auditors Report:

M/s. Yogesh Kalyani & Associates, Chartered Accountants (FRN: 132444W) was re-appointed as an Internal Auditors of the Company in the Board Meeting held on May 10, 2023 to conduct an internal audit of the Company for the FY 2023-24.

The Internal Audit function reports its findings and status thereof to the Audit Committee on a quarterly basis.

Secretarial Auditors and Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2 0 1 3 r e a d w i t h t h e C o m p a n i e s ( A p p o i n t m e n t a n d Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on April 28, 2022 had appointed, M/s. Chirag Shah & Associates, Company Secretaries to carry out the Secretarial Audit of the Company for the FY 2022-23. The Report of the Secretarial Auditor is attached herewith as

Annexure-B.

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

Cost Records and Cost Auditors

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. Priyank Patel & Associates, Cost Auditors of the Company for the FY 2022-23.

The Board of Directors, on the recommendations of the Audit Committee has approved re-appointment of M/s. Priyank Patel

& Associates, Cost Accountants (Firm Registration Number: 103676) as Cost Auditors of the Company for conducting cost audit for the FY 2023-24. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2023-24 is provided in the Notice of the ensuing Annual General Meeting.

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

The Cost Audit Report for the financial year ended March 31, 2023, provided by M/s Priyank Patel & Associates, the Cost Auditor, does not contain any qualification or adverse remarks that require any clarification or explanation.

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

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

Directors and Key Managerial Personnel (‘KMP)

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

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

(I) Appointment/Re-appointment

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board approved the appointment/re-appointment of the following Directors, during FY 2022-23 and such appointment/ re-appointment were also approved by the Members at the 8th Annual General Meeting held on September 30, 2022:

1. Mr. Dipakkumar Thakkar (DIN: 07071694), who was appointed by the Board as an Additional Director under the category of Executive Director with effect from August 31, 2022, was appointed as Executive Director and Non Independent Director of the Company at the 8th AGM. The Members also approved the appointment of Mr. Dipakkumar Thakkar as Executive Director and Non Independent Director of the Company for a term of 5 (five) years from September 30, 2022.

2. Mr. Sujit Gulati (DIN: 00177274), who was appointed by the Board as an Additional Director under the category of Non-Executive, Independent Director with effect from August 31, 2022, was appointed as Non Executive Director of the Company at the 8th AGM. The Members also approved the appointment of Mr. Sujit Gulati as Independent Director of the Company for a term of 5 (five) years from September 30, 2022.

(ii) Resignations

During the year under review, there was no director has resigned the directorship.

However, Mr. Ashutosh Bhambhani (DIN: 07163125) has resigned as Whole Time Director of the Company with effect from April 13, 2023. The Board places on record its sincere appreciation for the valuable contribution made by him during his long tenure as director on the Board of the Company.

(iii) Directors liable to retire by rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder, Mr. Jayesh Kumar Thakkar (DIN: 03050068), Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment.

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

Independent Directors

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1) (b) and Regulation 25 of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of sitting fees and re-imbursement of expenses for attending meetings of Board and Committee thereof approved by the Members of the Company, in accordance with the provisions of Act and Listing Regulations.

As per requirements of the Act, a separate meeting of Independent Directors, without presence of members of management of the Company, was held on March 24, 2023 to evaluate the performance of the Chairman, Non-Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board. All Independent Directors were present at the said meeting.

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

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

Familiarization Program For Independent Directors

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

Key Managerial Personnel

As on the March 31, 2023, the following were Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

3 Mr. Kanubhai Thakkar – Chairman & Managing Director

3 Mr. Jayesh Kumar Thakkar – Managing Director

3 Mr. Ashutosh Bhambhani – Whole Time Director

3 Mr. Hiteshkumar Thakkar – Chief Executive Officer

3 Ms. Dhara Chappia –Chief Financial Officer

3 Mr. Viralkumar Thaker–Company Secretary & Compliance Officer

D u r i n g t h e y e a r u n d e r r e v i e w a n d b a s e d o n t h e recommendation of NRC;

(I) The Board at their meeting held on August 31, 2022, appointed Ms. Purvee Roy as the Company Secretary and Compliance Officer of the Company effective from September 01, 2022 in place of Ms. Chinar Jethwani who ceased as the Company Secretary and Compliance Officer of the Company with effect from close of business hours of August 31, 2022.

(ii) The Board at their meeting held on February 09, 2023, appointed Mr. Viralkumar Thaker as the Company Secretary and Compliance Officer of the Company effective from February 9, 2023 in place of Ms. Purvee Roy who ceased as the Company Secretary and Compliance Officer of the Company with effect from February 3, 2023.

Committees of the Board

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

• Audit Committee

• Nomination and Remuneration Committee • Stakeholders Relationship Committee • Risk Management Committee

• Corporate Social Responsibility & Sustainability Committee

The Board has approved the terms of reference for each of these committees. All the committees of the Board hold their meetings at regular intervals and make their recommendations to the Board from time to time as per the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

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

Nomination and Remuneration Policy

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

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

Performance Evaluation of the Board, Its Committees and Directors

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

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

Secretarial Standards of ICSI

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

Related Party Disclosure

Transactions with Related Party

During the year under review, all contracts/arrangement/ transactions entered by the Company with related parties, were approved by the Audit Committee and were at arms length and in the ordinary course of business and in compliance with the applicable provisions of the Act and SEBI Listing Regulations. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this report.

Related Party Transaction Policy

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. This policy is also available on the website of the company and the link for the same is and also forms part of the corporate governance report.

Credit Rating

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

Subsidiaries, Joint-ventures and Associate Companies

As on 31st March, 2023, the Company had one Wholly Owned Subsidiary Company namely Maurigo Pte. Ltd. Singapore and two First Level Step down Subsidiary Companies namely Riya International Pte., Singapore and Maurigo Indo Holdings Pte. Limited, Singapore. Moreover, the Company also has one Second Level Step Down Subsidiary Company namely PT Riya Palm Lestari, Indonesia.

During the year, no Company has been incorporated or ceased as Subsidiary, Joint Venture or Associate of "GARL".

Riya International Pte. Ltd. is a material subsidiary Company pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations.

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

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

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

The Companys policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with Regulation 16 of the SEBI Listing Regulations, can be accessed on the Companys website at. https://www.gokulagro.com/ invester-relations/

Deposits

During the Financial Year 2022-23, the Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013. Further, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2023.

Internal Control System and Its Adequacy

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

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

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

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

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

Vigil Mechanism

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

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

Particular Of Employees

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

According to Section 197(14) of the Act, the details of remuneration received by the Executive Directors from the Companys subsidiary company during FY 2022-23 are also given in Annexure-E attached to this report.

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

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

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

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

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

Corporate Governance

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

Frauds Reported by the Auditor

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

Significant or Material Orders Passed Against the Company

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

Proceeding Pending Before NCLT/Courts/ Regulators

During the year under review, proceeding in the matter of liquidation of assets of JVL Agro Industries Limited was pending before the NCLT, Allahabad Bench under Insolvency and Bankruptcy Code, 2016.

Significant and Material Orders Passed by the Regulators or Courts

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

However, GARL has acquired Stand-alone Block of assets (Block A-5) under E-Auction Process of JVL Agro Industries Limited (In Liquidation) vide Honble NCLT, Allahabad Benchs order dated June 1, 2023 passed under Section 60(5) of the Insolvency and Bankruptcy Code, 2016 read with Rule 11 of the National Company Law Tribunal Rules, 2016. Certificate of Sale was issued by the Liquidator of JVL Agro Industries Limited dated June 2, 2023.

Management Discussion and Analysis Report

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

Business Responsibility And Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations and SEBI circular no. SEBI/LAD-NRO/GN/2021/22 dated May 5, 2021, the Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. BRSR Report is given as Annexure-G to this Report.

Insurance

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

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

Other Disclosures

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

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

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

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

4) During the year, no equity shares were issued with di3erential rights as to dividend, voting or otherwise.

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

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

Acknowledgements

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

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

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

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

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

For, Gokul Agro Resources Limited

Kanubhai Thakkar

Date: August 10, 2023 Chairman & Managing Director
Place: Ahmedabad (DIN-00315616)