Gokul Agro Resources Ltd Directors Report

Dear Members,

The Board of Directors is delighted to present the 11th Annual Report on the business and operations of Gokul Agro Resources Limited ("Company") along with the summary of Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended on March 31, 2025.

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 ("Listing Regulations"), this Boards Report is prepared based on the Standalone Audited Financial Statements of the Company for the Financial Year year under review and also present the key highlights of performance of subsidiaries and their contribution to the overall performance of the Company.

1. Overview of Financial Performance

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

Key highlights of Standalone and Consolidated financial performance of the Company for the Financial Year ended on March 31, 2025 are summarized below:

(Rs In Lakhs except EPS)

	Standalone		Consolidated
Particulars	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	17,11,769.46	12,92,243.90	19,55,075.05	13,85,393.31
Other Income	2,890.41	2,760.86	3,403.44	3,166.79
Total Income	17,14,659.88	12,95,004.76	19,58,478.49	13,88,560.10
EBITDA	48,464.35	27,924.44	56,231.64	32,691.98
Finance Costs	15,806.11	10,688.68	18,257.91	11,766.68
Depreciation and amortization expenses	5,430.39	3,174.27	5,445.61	3,191.50
Profit Before Tax	27,227.85	14,061.49	32,520.76	17,734.57
Total Tax Expense	7,142.11	3,569.87	7,962.33	4,158.34
Profit After Tax	20,085.74	10,491.62	24,558.43	13,576.22
Other Comprehensive Income	(33.34)	(13.54)	406.37	(7.55)
Total other Comprehensive Income	20,052.40	10,478.08	24,964.80	13,568.68
Earnings Per Share (EPS)	13.61	7.11	16.64	9.20

2. Results of Operations

The Companys total consolidated revenue from operations grew by 41.12% to 19,55,075.05 lakhs in FY 2024-25 as compared from 13,85,393.31 lakhs in the previous financial year. The Companys total Consolidated Profit before Tax grew by 83.38% to 32,520.76 lakhs in FY2024-25 as compared from 17,734.57 lakhs in the previous financial year, and the total Consolidated Profit after Tax grew by 80.89% to 24,558.43 lakhs in FY 2024-25, as compared from 13,576.22 lakhs in the previous financial year. The EPS on Consolidated Financials for the year ended on March 31, 2025 was 16.64.

During the year under review, the Standalone revenue from Operations grew by 32.46% to 17,11,769.46 lakhs in FY 2024-25 as compared from 12,92,243.90 lakhs in previous financial year. The Companys Standalone Profit before Tax grew by 93.63% of 27,227.85 lakhs in FY 2024-25 as compared from 14,061.49 lakhs in the previous financial year and Profit after Tax grew by 91.45% to 20,085.74 lakhs in FY 2024-25 as compared from 10,491.62 lakhs in the previous financial year. The EPS on Standalone Financials for the year ended on March 31, 2025 was 13.61.

3. State of the Companys Affairs

Operations

The Company is one of the leading and fastest growing Company engaged in production, distribution & exports of various Edible, Non-Edible oils & its derivatives and feed meals in India. The Company has demonstrated strong performance for yet another financial year during FY 2024-25. The Company has successfully accomplished its strategic course that was charted out at the beginning of the year and have achieved significant milestones.

During the year under review, the Company has acquired an edible oil refinery from M/s. Sri Anagha Refineries Private Limited, Mangalore for a consideration of 105.53 cr., which would help the Company to increase the market presence in Southern India. By expanding the capacity, the Companys large scale of operations continues to deliver healthy & high quality products across its value-chain partners. This will give an added advantage to the Company to enhance the market reach domestically as well as internationally.

The Company has also started working under the initiative of National Mission on Edible Oils (NMEO) for Oil Palm plantation in Ananthapur District, Andhra Pradesh, covering of 100.73 hectares of land.

4. Change in the Nature of Business

There has been no change in the nature of business of the Company during the FY 2024-25.

5. Dividend

Considering the future outlook, investment plans, a long term interest and working capital need, the Company has not recommended any dividend for the FY 2024-25 and do not propose to carry any amount to reserves.

6. Dividend Distribution Policy

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

7. Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of your Company. The equity authorized share capital of your Company is 80 cr. and paid-up equity share capital of your Company is 29.50 cr.

- Sub-division of Equity Shares of the Company

With a view to enhance liquidity of the Companys Equity Shares and to encourage participation of small investors by making Equity Shares of the Company more attractive to invest, the Board of Directors of the Company, in theirand meetingBusiness held on August 12, 2025, considered, approved and recommended for consideration of Members the sub-division of one equity share of face value of 2/- (Rupees Two Only) into 2 equity shares of face value of 1/- (Rupee One Only) ranking pari-passu with each other in all respects with effect from the Record Date.

- Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

- Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

- Bonus Shares:

No Bonus Shares were issued during the year under review.

8. Corporate Social Responsibility (CSR)

In accordance with Section 135 of the Act, your Company has constituted a Corporate Social Responsibility ("CSR") Committee. 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, which has been approved by the Board. The CSR Policy is available on the website of the Company at https://www.gokulagro.com/invester-relations/ Policy CSR Policy

Further, the details including Composition of the CSR Committee, the CSR Policy and the CSR Report are given at

"Annexure-1".

The Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2024-25 have been utilized for the purpose and in the manner approved by the Board of your Company.

9. 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 Annual Audited Financial Statements.

10. 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 Listing Regulations. The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report, which forms a part of the Annual Report.

The Company has formulated Risk Management Policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the 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 different risk models which help in identifying risks trend, exposure and potential impact analysis at the Company level as also separately for business.

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

11. Annual Return

The Annual Return of the Company for the financial year 2024-25 is available on the website of the Company at https://www.gokulagro.com/invester-relations/ Annual Return 2024-25.

12. Board Meeting

The Board met 4 (Four) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

13. Directors Responsibility Statement

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

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

b) The accounting policies as selected by the Directors as mentioned in the Notes to the Financial Statements has been applied consistently and further the Board has made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2025 and profit of the Company for that period;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act 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, 2025 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.

14. Auditors and Auditors Report:

- Statutory Auditors

The term of office of M/s Surana Maloo & Co., Chartered Accountants, (Firm Registration No. 112171W), as Statutory Auditors of the Company will conclude from the close of the ensuing Annual General Meeting ("AGM") of the Company. The Board of Directors places on record its appreciation for the services rendered by M/s Surana Maloo & Co. as the Statutory Auditors of the Company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s Pipara & Co LLP, Chartered Accountants (FRN: 107929W/W100219) as the Statutory Auditors of the Company pursuant to Section 139 of the Act. Members attention is drawn to a Resolution proposing the appointment of M/s Pipara & Co LLP, Chartered Accountants, as Statutory Auditors of the Company which is included at Item No. 3 of the Notice convening the Annual General Meeting. Further, the report of M/s Surana Maloo & Co., the Statutory Auditors, along with notes to Financial Statements is enclosed to this Annual Report.

- Secretarial Auditors and Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad, to undertake the Secretarial Audit of your Company for the FY 2024-25. The Report of the Secretarial Auditor is given at "Annexure-2".

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

Further, pursuant to amended Regulation 24A of the Listing Regulations, and subject to your approval being sought as the ensuing AGM, M/s Chirag Shah & Associates, Practicing Company Secretaries (Firm Registration No. P2000GJ069200) have been appointed as a Secretarial Auditors to undertake the Secretarial Audit of your Company for the first term of five consecutive years from FY 2025-26 to FY 2029-30, subject to approval of the shareholders at the ensuing AGM. M/s Chirag Shah & Associates have confirmed that they are not disqualified to be appointed as Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

- 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 2024-25.

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 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 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, 2025, provided by M/s. Priyank Patel & Associates, the Cost Auditor, does not contain any qualification or adverse remarks that require any clarification or explanation.

15. 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 Act read with Rule 8 of the Accounting Rules, 2014, is given at "Annexure-3".

16. Directors and Key Managerial Personnels

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

As on March 31, 2025, the Board of Directors consists of 8 (Eight) members, of which 4 (Four) are Independent Directors. The Board also comprises of 1 (one) woman Independent Director.

The terms and conditions of appointment of Independent Directors are available on the website of the Company at https://www.gokulagro.com/invester-relations/ Policy Policy for Appointment of Independent Director. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

i. Appointment/Re-appointment

During the year under review there was no Appointment/ Re-Appointment took place. However, The Board of Directors of the Company at their meeting held on May 20, 2025 has appointed Mr. Jaimish Govindbhai Patel as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from May 21, 2025. ii. Resignation

During the year under review, Ms. Ankita Parmar stepped down from the position of Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from February 28, 2025.

iii. Directors liable to retire by rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the Act read with rules made thereunder, Mr. Hiteshkumar Tarachand Thakkar (DIN: 01813667), CEO and Whole Time Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for reappointment.

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 Listing Regulations, is provided in the Notice of the ensuing AGM.

iv. Independent Directors

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

v. Key Managerial Personnel

The Board has identified the following officials as Key Managerial Personnel pursuant to Section 203 of the Act:

1) Mr. Kanubhai Jivatram Thakkar - Chairman & Managing Director

2) Mr. Jayesh Kanubhai Thakkar - Joint Managing Director

3) Mr. Hiteshkumar Tarachand Thakkar - Chief Executive Officer & Whole Time Director

4) Ms. Dhara Chhapia - Chief Financial Officer

5) Ms. Ankita Parmar - Company Secretary & Compliance Officer (upto February 28, 2025)

6) Mr. Jaimish Govindbhai Patel - Company Secretary

& Compliance Officer (effective from May 21, 2025)

17. Familiarization Program for Independent Directors

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the Company at https://www.gokulagro.com/invester-relations Disclosure as per SEBI Familiarization Programme for Independent Directors.

18. Committees of the Board

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

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

- Corporate Social Responsibility Committee

The Board has approved the terms of reference for each of these committees. All the Committees of the Board hold their meetings at regular intervals and make their recommendations to the Board from time to time as per the applicable provisions of the Act and the 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.

19. Remuneration Policy

Remuneration to Executive Directors

TheremunerationpaidtoExecutiveDirectorsisrecommended by the Nomination and Remuneration Committee and approved by Board in the Board meeting, subject to the subsequent approval of the shareholders at the ensuing Annual General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such:

- Level of skill, knowledge and core competence of individual.

- Functions, duties and responsibilities.

- Companys performance and achievements.

- Compensation of peers and industry standard.

The Company may if the need arise, strike a balance between the fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goal. The Nomination & Remuneration Committee of Board of Directors shall recommend periodic revision in the remuneration of Executive Directors to the Board and the Board shall fix their remuneration taking into consideration above factors as also ceiling limits prescribed under the Act and other statutes. The same shall also be approved by the shareholders where required.

Remuneration to Non-Executive Directors / Independent

Directors

Non-Executive Directors / Independent Directors are paid sitting fees for each meeting of the Board and Committees of Directors attended by them. They are also given the traveling and other expenses they incur for attending to the Companys affairs, including attending Committee, Board and General Meetings of the Company.

Remuneration of KMP (Excl. Managing Director, Joint Managing Director & CEO) & Other Employees

The authority to structure remuneration for KMP (Excl. Managing Director, Joint Managing Director & CEO) & other employees and the annual revision thereof has been delegated to the Chairman & Managing Director and Joint Managing Director of the Company, based on Company performance, individual performance evaluation, recommendations of respective functional heads and other factors having a bearing.

If there is any specific regulatory requirement for fixation / revision of remuneration of KMP or any other employee, by the Board or any committee, then the same shall be done in compliance thereof.

20. Performance Evaluation of the Board, Individual Directors and sub Committees

Pursuant to the provisions of the Act and the Listing Regulations, the Independent Directors, without presence of members of management of the Company, on January

10, 2025, has carried out an annual evaluation of its own performance, performance of the Directors individually and the Committees of the Board.

Manner of Evaluation

The Nomination & Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board as a Whole, Individual Directors and its various Committees is being made.

It includes circulation of evaluation response / feedback sheet separately for evaluation of the Board and its Committees, Independent Directors / Non-Executive Directors / Managing Director / Chief Executive Officer / Chairperson of the Company.

21. Secretarial Standards of ICSI

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

22. Cyber Security

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

23. Code for Prevention of Insider Trading

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

24. Related Party Disclosure

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, may be accessed on the Companys website at the link https://www.gokulagro.com/invester-relations/ Policy Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions.

25. Credit Rating

During the year under review, CRISIL maintained its Credit Rating at CRISIL A-/ Stable and CRISIL A2+ for the long-term bank loans and Fund / Non Fund based limits respectively.

However, these Ratings have been upgraded in FY 2025-26 to CRISIL A/ Stable and CRISIL A1 respectively.

26. Subsidiaries, Joint Ventures and Associate Companies

A list of Subsidiaries / Associates / Joint ventures of your Company is provided as part of the notes to the consolidated financial statements. During the year under review, the following changes have taken place in Subsidiaries, Associates and Joint ventures:

The Company has voluntary wound up of wholly owned step-down foreign subsidiary of the Company named PT. Riya Palm Lestari (wholly owned subsidiary of Maurigo lndo Holdings Pte. Ltd.), which was incorporated under the law of Indonesia. The said winding up procedure was completed on February 25, 2025 under the law of Indonesia and Company has received letter of the authority of the Indonesia on April 16, 2025. With this voluntary winding up of the PT. Riya Palm

Lestari, the same became ceased to be the wholly owned step-down subsidiary of the Company.

The Company has formulated a policy for determining ‘material subsidiaries pursuant to the provisions of the Listing Regulations. The said policy is available at the Company website at the link https://www.gokulagro.com/invester-relations/ Policy Policy for Material Subsidiary.

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

The consolidated financial statements presented by the Company include financial information of its subsidiaries (including step down subsidiaries) prepared in compliance with applicable accounting standards. The salient features of the financial statements of subsidiaries in Form AOC-1, is given at "Annexure-4".

Further pursuant to Section 136 of the Act, financial statements of the Company, consolidated along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

27. Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any deposit during the year under review.

28. Internal Control System and Its Adequacy

The Company has comprehensive internal control mechanism and has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information and adherence to the 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 SAP system connecting head office, plant and other locations to enable timely processing and proper recording of transactions. Physical verification of fixed assets is carried out on a periodical basis.

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

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

29. Whistle Blower Policy

The Company has implemented a Whistle Blower Policy, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage / misappropriation of assets to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy are available on Companys website at the link: https://www.gokulagro.com/invester-relations/ Policy Whistle Blower Policy.

30. Particular of Employees

Information required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at "Annexure-5".

However, the information required pursuant to Section 197(12) of the Act read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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

The Company has zero tolerance for Sexual Harassment at workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaint(s) Committee functioning at various locations to redress complaints regarding sexual harassment and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Details of complaints received during the year under review are as follows:

a) Number of complaints of sexual harassment filed during the Financial Year: Nil

b) Number of complaints of sexual harassment disposed of during the Financial Year: Nil

c) Number of complaints of sexual harassment pending as on end of the Financial Year: Nil

d) Number of cases pending for more than 90 days: NA

Benefit 32. Maternity

The Company is in compliance with the provisions of Maternity Benefit Act, 1961 and no complaint has been received by the Company from any of the employee in this regard during the year under review.

33. Corporate Governance

Pursuant to Regulation 34 read with Schedule-V of Listing Regulations, a separate report on Corporate Governance forms an integral part of the Integrated Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Act. 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 given at "Annexure-6" to the Corporate Governance Report of Board Report.

34. 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.

35. Significant or Material Orders passed against the

Company

There is no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

36. Proceedings under the Insolvency and Bankruptcy Code, 2016

There was no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

37. Management Discussion and Analysis Report

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

38. Business Responsibility and Sustainability Report

Your Company forms part of the top 1000 listed entities on BSE Limited and National Stock Exchange of India Limited as on March 31, 2025. Accordingly, pursuant to Regulation 34(2)

(f ) of Listing Regulations, Company is required to submit a Business Responsibility Sustainability Report ("BRSR") as a part of the Annual Report.

39. Insurance

The Company has taken adequate insurance for its current and fixed assets, employees and products against various relevant risks.

40. Human Resource

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered, and the work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind your Companys vision. Your Company appreciates the spirit of its dedicated employees.

41. 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) During the FY 2024-25, none of the Executive Directors of the Company received any remuneration or commission from its Subsidiary Company.

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

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

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

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

42. Green Initiative

In accordance with the ‘Green Initiative, the Company has been sending the Annual Report / Notice of AGM in electronic mode to those shareholders whose Email Ids are registered with the Company and / or the Depository Participants. Your Directors are thankful to the Shareholders for actively participating in the Green Initiative.

43. Gratitude & Acknowledgements

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory / government authorities and stock exchanges for their cooperation and support and look forward to their continued support in future.

	For and on behalf of the Board of
	GOKUL AGRO RESOURCES LIMITED
	KANUBHAI JIVATRAM THAKKAR
Date : August 12, 2025	Chairman & Managing Director
Place : Ahmedabad	(DIN-00315616)