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Gokul Refoils and Solvent Ltd Directors Report

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Oct 1, 2026|12:00:00 AM

Gokul Refoils and Solvent Ltd Share Price directors Report

To,

The Members,

The Directors are pleased to present the 33rd Annual Report of the Company along with the Audited Financial Statements for the year ended March 31,2026.

1. FINANCIAL HIGHLIGHTS

The Audited Financial Statements of the Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs. in Lakhs)

Standalone Consolidated
S. No. Particular As on 31st March, 2026 As on 31st March, 2025 As on 31st March, 2026 As on 31st March, 2025
1 Revenue from Operations 74,650.21 1,057.35 4,12,047.87 3,51,085.00
2 Other Income 683.10 851.16 3,240.41 2,844.73
3 Total Revenue 75,333.31 1,908.51 4,15,288.28 3,53,929.74
4 Profit/(Loss) before Interest, Depreciation, Exceptional Items and Taxes (PBIDTA) 502.57 473.79 6,868.51 6,479.81
5 Interest and Finance Cost 69.59 1.75 3,311.35 3,337.05
6 Depreciation and Amortization Expense 42.23 45.34 1,093.40 1,160.48
7 Profit/(Loss) before Exceptional Items and Tax 390.74 426.71 2,463.76 1,982.28
8 Exceptional Items - - - -
9 Profit/(Loss) before Taxation(PBT) 390.74 426.71 2,463.76 1,982.28
10 Provision of Taxation including Deferred Tax Liability/ (Assets) 78.84 90.34 615.94 501.43
11 Profit/(Loss) from Ordinary Activities after Tax 311.90 336.36 1,847.82 1,480.85
12 Total Comprehensive Income for the year 306.92 336.56 1,882.62 1,462.66

2. TRANSFER TO RESERVES

The Board of Directors of the Company has decided not to transfer any amount to the General Reserves.

3. DIVIDEND

To conserve resources, strengthen the Companys financial position, and ensure availability of funds for long-term requirements and future contingencies, the Board of Directors has not recommended any dividend for the year under review.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations, 2015 is available on the Companys website at www.gokulgroup.com.

4. SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company. The authorised share capital of the Company stands at 35,00,00,000, divided into 17,50,00,000 equity shares of 2/- each.

The paid-up equity share capital of the Company is 19,79,90,000, comprising 9,89,95,000 equity shares of 2/- each.

5. BUSINESS PERFORMANCE

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

Standalone Basis

During the year under review, the Total Revenue from Operations stood at 74,650.21 lakhs as compared to 1,057.35 lakhs in the previous year, reflecting an increase of 6,960.78%.

The Net Profit after Tax for the year ended March 31,2026, stood at 311.90 lakhs as against 336.36 lakhs in the previous year, reflecting a decrease of 7.27%. The Company anticipates improved returns in the near future.

Consolidated Basis

During the year under review, the Total Revenue from Operations was 4,12,047.87 lakhs, compared to 3,51,085.00 lakhs in the previous year, marking an increase of 17.36%.

The Net Profit after Tax for the year ended March 31,2026, stood at 1,847.82 lakhs, as against 1,480.85 lakhs in the previous year, showing a substantial increase of 24.78%.

6. BUSINESS PERFORMANCE OF SUBSIDIARIES

Gokul Agri International Limited (Wholly-Owned Subsidiary)

Gokul Agri International Limited, a wholly-owned subsidiary of the Company, operates its production facility at Sidhpur, District Patan, Gujarat, India. The company is engaged in seed processing, solvent extraction, and refining of edible oils and non-edible industrial oils such as castor oil. The Sidhpur plant currently processes a variety of oils including Kachi Ghani oil, Mustard oil, Groundnut oil, Refined Cottonseed oil, Soybean Refined oil, Palmolein, and Castor oil. In addition, it is actively involved in the trading of agro commodities, including spices, in both domestic and international markets.

During the year under review, the Total Revenue from Operations was 3,79,883.97 lakhs, compared to 3,50,601.67 lakhs in the previous year, registering a growth of 8.35%.

The Net Profit after Tax for the year ended March 31,2026, stood at 1,532.71 lakhs, as against 1,141.47 lakhs in the previous year, marking an increase of 34.28%.

Professional Commodity Services Private Limited (Step-down Subsidiary)

Professional Commodity Services Private Limited is a step-down subsidiary of the Company. The Company is engaged in the business of manufacturers, processors of all oils and solvents, to extract and refine, to act as researchers, traders, importers, exporters, marketers, distributors, agents, packers, suppliers, brokers and dealers in all kinds and types of edible and non-edible oils, fats, foods, vitamins, essential oils and all their derivatives and derivative products.

During the year under review, the Company did not generate any Revenue from Operations and, accordingly, the Revenue from Operations remained Nil as compared to previous year.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

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

The Company has kept the separate audited financial statements in respect of its subsidiary at the Registered Office of the Company and available upon the request by any shareholder of Company. The said financial statements are also available on the website of the Company at www.gokulgroup.com.

The Policy for determining material subsidiaries as approved may be accessed on the Companys website at www.gokulgroup.com.

8. CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

10. PUBLIC 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 2025-26 or the previous financial years. The Company did not accept any deposit during the year under review.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31st March, 2026, the Companys Board had 6 (Six) members comprising of 3 (Three) Independent Directors including 1 (One) Women Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, 2015 the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys business for effective functioning. The key skills, expertise and core competencies of the Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Retire by Rotation

Mr. Shaunak Bhikhalal Mandalia (DIN: 06649347) is liable to retire by rotation at the ensuing 33rd Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend for his re-appointment.

Appointment/Cessation/Change in Designation of Directors/ KMPs:

During the year under review, the following changes took place in the Board of Directors and Key Managerial Personnel:

• Mr. Balvantsinh Chandansinh Rajput (DIN: 00315565) tendered his resignation from the position of Chairman and Non-Executive Director of the Company due to personal reasons. His resignation became effective from May 31,2025.

• Mr. Praveen Kumar Khandelwal tendered his resignation from the position of Chief Executive Officer (designated as Key Managerial Personnel) due to personal reasons. His resignation became effective from May 31,2025.

• Mr. Shaunak Bhikhalal Mandalia (DIN: 06649347), previously serving as the Chief Financial Officer, has been elevated to the position of Chief Executive Officer, designated as Executive Director and Key Managerial Personnel of the Company. Accordingly, he ceased to hold the position of Chief Financial Officer with effect from May 31, 2025. His appointment as Chief Executive Officer, designated as Executive Director and Key Managerial Personnel, became effective from June 1,2025.

• Mr. Arjunsinh Rajput (DIN: 08321809) has been appointed as an Executive Director of the Company with effect from May 28, 2025.

• Mr. Samkit Deveshkumar Parikh has been appointed as the Chief Financial Officer (designated as Key Managerial Personnel) of the Company with effect from June 1, 2025.

• Mr. Pankaj Granthsingh Kumar (DIN: 01390881) has been appointed as an Independent Director of the Company with effect from August 1,2025.

• Mrs. Chetna Rahul Vyas (DIN: 10745894) has been re-appointed as an Independent Director of the Company with effect from September 10, 2025.

• Mr. Parth Pareshbhai Shah (DIN: 08958666) ceased to be an Independent Director of the Company upon completion of his term of office on November 25, 2025.

There were no other changes in the designation of the Board during the financial year.

Subsequent to the end of the financial year, the following changes were approved based on the recommendations of the Nomination and Remuneration Committee and the resolutions passed at the respective Board Meetings held on May 28, 2026 and August 13, 2026.

• Mr. Dharmendrasinh Rajput (DIN: 03050088) has been re-appointed as the Managing Director of the Company with effect from June 10, 2026, based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors of the Company.

• Mr. Pankaj Granthsingh Kumar (DIN: 01390881) has been re-appointed as an Independent Director of the Company with effect from August 1, 2026, based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors of the Company.

• Mr. Jayendrasinh Pratapsinh Gharia (DIN: 03050088) has been recommended by the Nomination and Remuneration Committee and the approval of the Board of Directors of the Company to be re-appointed as an Independent Director of the Company with effect from November 09, 2026.

• Mrs. Mansi Viral Parikh (DIN: 11790922) has been recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company for appointment as an Independent Director of the Company with effect from September 10, 2026.

Criteria of Independence as mentioned under Section 149(6) of the Act and SEBI Listing Regulations, 2015

The Independent Directors of the Company have given the declaration of independence to the Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Act and SEBI Listing Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The details of familiarization programme for Independent Directors, conducted during the year, have been provided under the Corporate Governance Report.

Evaluation of Board Performance

In compliance with the Act and SEBI Listing Regulations, 2015, the performance evaluation of the Board and its Committees was carried out during the year under review. More details on the same are given in the Corporate Governance Report, forming part of this Integrated Annual Report.

Nomination and Remuneration Policy

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of the Company at www.gokulgroup.com.

Key Managerial Personnel (KMPs)

As on the date of this report, following are the KMPs of the Company as per Sections 2(51) and 203 of the Act:

• Dharmendrasinh Rajput - Managing Director

• Mr. Shaunak Bhikhalal Mandalia, Chief Executive Officer

• Mr. Samkit Deveshkumar Parikh, Chief Financial Officer

• Mr. Nikhilkumar Mansukhbhai Vadera, Company Secretary and Compliance Officer

12. MEETINGS OF BOARD

The Board of Directors met five (5) times during the Financial Year 2025-26. The intervening gap between any two consecutive meetings was within the period prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Board Meetings held during the year and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

13. INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 13th February, 2026 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

14. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2025-26.

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

a) in the preparation of the Integrated Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that there are no material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and the profit and loss of the Company for the year ended on that date;

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

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

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

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

15. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on the Companys website at www. gokulgroup.com.

16. APPOINTMENT OF INDEPENDENT DIRECTOR DURING THE YEAR

During the financial year under review, the Company appointed Mr. Pankaj Granthsingh Kumar as an Independent Director of the Company. In the opinion of the Board, he possesses the requisite integrity, expertise, experience and proficiency as prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is satisfied that he possesses the requisite knowledge, skills, experience and capabilities in the relevant fields and is well equipped to provide valuable guidance and contribute effectively to the affairs, management and governance of the Company.

17. COMMITTEES OF BOARD

1. AUDIT COMMITTEE

The composition of the Audit Committee and its terms of reference are in compliance with the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulation, 2015. Further details regarding the composition of the Committee, its terms of reference, number of meetings held during the year, attendance of members, and changes, if any, are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board and implemented accordingly.

2. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee and its terms of reference are in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015. Further details regarding the composition of the Committee, its terms of reference, number of meetings held during the year, attendance of members, and changes, if any, are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The Company has also in place the Nomination and Remuneration Policy containing the guidelines on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act which is available on the website of the Company at www.gokulgroup.com.

3. STAKEHOLDER RELATIONSHIP COMMITTEE

The composition of the Stakeholder Relationship Committee and its terms of reference are in compliance with the provisions of Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations, 2015. Further details regarding the composition of the Committee, its terms of reference, number of meetings held during the year, attendance of members, and changes, if any, are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The composition of the Corporate Social Responsibility Committee and its terms of reference are in compliance with the provisions of Section 135 of the Act. Further details regarding the composition of the Committee, its terms of reference, number of meetings held during the year, attendance of members, and changes, if any, are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

18. VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The details of the Policy is explained in the Corporate Governance Report forming part of this Integrated Annual Report and also posted on the website of the Company at www.gokulgroup.com.

During the year under review, the company has reported zero cases under the Whistle Blower Policy.

19. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Corporate Social Responsibility Committee comprises Mr. Dharmendrasinh Rajput as the Chairman, Mrs. Chetna Rahul Vyas and Mr. Shaunak Bhikhalal Mandalia as the members.

The details relating to Corporate Social Responsibility ("CSR"), including the composition of the CSR Committee, its terms of reference and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The CSR Policy of the Company is available on the website of the Company at www.gokulgroup.com.

The Integrated Annual Report on CSR Activities, as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure III.

During the Financial Year 2025-26, the Company was not required to spend any amount towards CSR activities in accordance with the applicable provisions of Section 135 of the Act and the rules made thereunder.

20. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Prevention of Sexual Harassment ("POSH") Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules and no complaint has been received on sexual harassment during the financial year 2025-26.

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

In accordance with Rule 8, Sub Rule (5), Clause (x) of The Companies (Accounts) Rules, 2014, the details with respect to Complaints received are as under:

SR. NO. PARTICULAR DETAILS
1. Number of complaints of sexual harassment received in the year NIL
2. Number of complaints disposed off during the year NA
3. Number of cases pending for more than ninety days NA

21. MATERNITY BENEFIT

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

22. AUDITORS

i. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. M.R. Pandhi & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 112360W), were appointed as the Statutory Auditors of the Company for a first term of five years, commencing from April 1,2022, until the conclusion of the 34th Annual General Meeting of the Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

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

The Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and the Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

ii. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder and Regulation 24A of SEBI Listing Regulations, 2015 the Company has appointed M/s Agarwal and Mehta Company Secretaries LLP, Practicing Company Secretary Firm, to conduct the Secretarial Audit of the Company and of its material subsidiary for a term of 5 (Five) consecutive financial year commencing from the financial year 2025-26 to and including the financial year 2029-30.

The Secretarial Audit Reports for both the Company and its material subsidiary are annexed to Integrated Annual Report as Annexure I and Annexure II, respectively. The said Reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

iii. COST AUDITOR

During the Financial Year 2025-26, the provisions relating to maintenance of cost records and conduct of cost audit as prescribed under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 were not applicable to the Company. Accordingly, the Company was not required to appoint a Cost Auditor for the Financial Year 2025-26.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of the Company have not reported any instances of fraud committed in the Company by Companys officers or employees which are required to be reported to the Audit Committee under Section 143(12) of the Act.

23. MAINTENANCE OF COST RECORD UNDER SUB SECTION (1) OF SECTION 148 ACT

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

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI Listing Regulations, 2015 is presented in a section forming part of this Integrated Annual Report.

25. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report for the year under review, as stipulated under Regulation 34(3) of the SEBI Listing Regulations, 2015 is presented in a section forming part of this Integrated Annual Report.

26. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ANNEXURE-V which forms part of this report.

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

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

The particulars of the loans, guarantees and investments made during the year under review, as required under Section 186 of the Act are provided as part of the notes to the financial statements of the Company.

28. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

All related party transactions, entered into during the financial year under review, were on an arms length basis and were in the ordinary course of business. The Company has not entered into any transactions with related parties which could be considered material in terms of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC - 2, is not applicable. You may refer to Related Party transactions, as per the Ind AS, in Note No. 36 of the Standalone Financial Statements.

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

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, 2015 the Company has filed half yearly reports with the stock exchanges, for the related party transactions.

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

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

PARTICULARS YEAR ENDED 2025-26 YEAR ENDED 2024-25
Total foreign exchange used 0.00 0.00
Total foreign exchange earned USD 43,435.00 0.00

30. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

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

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

31. INTERNAL FINANCIAL CONTROLS

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

The details in respect of IFC and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

32. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft Annual Return as on March 31,2026, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company at www.gokulgroup.com.

33. SECRETARIAL STANDARDS

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

34. ADDITION IN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION

During the year under review, the company has not made any addition in accordance with Section 4 and Section 13 of the Act.

35. GENERAL

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

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

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

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

4) Significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys future operations.

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

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

7) There was no instance wherein the Company failed to implement any corporate action within the statutory time limit.

36. APPRECIATIONS

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

For, Gokul Refoils and Solvent Limited
Sd/- Sd/-
Dharmendrasinh Rajput Shaunak Mandalia
Dates: 13.08.2026 Managing Director Director & Chief Executive Officer
Place: Ahmedabad (DIN: 03050088) DIN:06649347

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