Directors Report of Gokaldas Exports Ltd.

Mar 31, 2025

Your Directors'' have the pleasure of presenting the Twenty-Second Annual Report on the business and
operations of the Company ("Gokaldas Exports Limited” or "GEX” or "Company”), together with the
audited standalone and consolidated financial statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

Particulars	Standalone		Consolidated
1	2024-25	2023-24	2024-25	2023-24
Revenue from operations	2476.70	2,139.06	3864.24	2,378.88
Other Income	99.59	44.75	52.94	30.10
Profit Before Interest, Tax and Depreciation	343.93	299.92	423.91	284.11
Profit Before Tax	245.87	196.96	218.07	158.99
Profit After Tax	191.32	164.16	158.54	130.97

COMPANY’S PERFORMANCE

Financial year 2025 marks the first full year of
consolidation following the acquisition of Atraco
and Matrix Designs. Your company''s consolidated
total income stood at '' 3,917 crore, reflecting a
YoY growth of 63%, driven by contributions from
both the acquired entities. Excluding the acquired
entities, your company''s total income registered a
healthy YoY growth of 19%. Both Atraco and Matrix
Designs contributed nearly 34% of the overall total
income during the year. This year''s achievements
stand as a reflection of steadfast commitment of
our leadership team and the unwavering support
of our dedicated workforce, who remained resilient
and dependable through every phase, despite
facing a challenging macroeconomic climate.

On the demand front, US apparel retail sales during
the year witnessed a growth of 3% mostly driven by
growth in volume. The UK apparel retail sales were
flat in the same period, with the first nine months
of low growth followed by a decent recovery in
last 3 months of the year. In terms of the apparel
imports, the year saw restocking of the inventory
by the brands, after achieving a desired inventory
to sales ratio. The apparel imports in the US, EU & UK
recovered during the year with YoY growth of 6%,
10% & 3% respectively, this after a 20% degrowth
in imports in the previous year. In line with the above
trend, Indian apparel exports grew by 10% YoY.

The first half of the year witnessed a strong
growth in the US retail clothing sales, with volume
growth. While revenue growth was robust, the
company faced cost-related challenges, including

higher wage expenses due to VDA adjustments
and increased airfreight costs, mainly in Gokaldas
Exports and Atraco. However, operationally,
Gokaldas Exports entity has performed well in the
current year, but the acquired entities experienced
headwinds due to lower seasonal demand, which
impacted EBITDA margins. Integration of the
newly acquired entities has progressed well and
is poised to gain from operating leverage in the
coming years.

During the year, your company reported consolidated
earnings before income tax, depreciation and
amortisation (EBITDA) of '' 424 crores a 49% YoY
growth, contributed by the acquisitions. While,
there was growth in EBITDA in absolute terms, but
the margins stood at 10.8% a drop of 97 basis
points (bps) compared to the previous year. The
weak volume in the acquired entities, followed
by airfreight costs in the second quarter and
sharp appreciation in Kenyan Shilling against the
US dollar weighed down on the margins. Further,
increase in employee strength in Madhya Pradesh
unit to meet the delivery impacted the margins.
These cost challenges were offset by better cost
management and operational productivity. On a
like for like basis, your company reported an EBITDA
of '' 309 crores, registering a 10% YoY growth and
a margin of 11.9% which was flat on YoY basis,
due to impact of airfreight cost and increased
employee cost in Madhya Pradesh during the year
as mentioned above. On a consolidated basis, your
company reported profit before tax of '' 218 crores
and profit after tax of '' 159 crores, reflecting a
healthy YoY growth of 37% & 21% respectively.

During the year, net debt reduced to '' 158 crores
due to a combination of cash from operations
and a fund raise of '' 600 crores through Qualified
Institutional Placement (QIP), after meeting the
investment in the strategic initiatives, acquisition
funding, and working capital needs. The company
generated cash from operations of '' 412 crores
most of which was deployed in the working capital
and strategic initiatives of the company. The
company invested '' 191 crores during the year
towards modernization and upgradation of the
machinery, capacity creation, and new business
lines. In addition, during the year, your company has
made strategic investment of '' 175 crores in BRFL
Textiles Private Limited (BTPL), a fabric processing
unit, via optionally convertible debentures (OCD''s),
strengthening our vertical integration into securing
critical raw materials, enabling us to deliver higher-
quality and cost-effective solutions faster.

The company''s workforce increased to 51,000
employees, ~75% of them being women. During
the year company secured a Great Place to
Work certificate and was ranked 40 among all
the companies in India, reflecting a fostering
inclusive workplace with women empowerment
and diversity. The company also bagged One of
the Best organisations for Women 2025 by ETNOW
with a focus on building a culture that empowers
women. The company added key talent at multiple
levels in line with next phase of growth.

The Company''s long-term strategic objective is to
create value for its shareholders, employees, and
business partners by consistently delivering high-
quality products and fostering strong customer
relationships, with a continued focus on these
pillars to drive sustainable and profitable growth.

BUSINESS ENVIRONMENT

Apparel retail sales in US grew over 3% YoY in the
financial year 2025, while retail sales in UK were
flat during the same period. Sales in US across the
year were uniform, however initial nine months in UK
witnessed a low growth and saw a decent recovery
only in later three month of the financial year 2025.
Having achieved an optimal inventory to sales ratio,
the apparel brands restocked their inventories
during the year which is clearly visible in the trend
with the US, EU & UK apparel imports growth of 6%,
10% & 3% respectively on YoY basis which otherwise
was down by 20% across all the three regions in
the previous year. Indian apparel exports during the
year grew by 10% on a YoY basis.

The US''s imposition of reciprocal tariff on nearly all
of its trading counterparts has created a lot of
uncertainty across the globe. In order to mitigate
this impact most of the brands in near term, are

focusing on incremental tariff''s to be absorbed
by the players in the supply chain i.e., apparel
manufactures, fabric manufactures and others. In
the long term, brands intend to pass incremental
tariff increases via price hike and to have a higher
sourcing exposure to location impacted least by
reciprocal tariff''s hence bringing down the sourcing
cost. As of date, US reciprocal rate announced for
India (25%) is relatively lower compared to largest
exporting country I,e, China (30%), and slightly
higher than other Asian competing nations like
Vietnam (20%), Bangladesh (20%), and Indonesia
(19%). This, on top of the already existing challenges
like rising labour cost in China and Vietnam, unstable
political environment in Bangladesh, is pushing the
brand to seek alternate sourcing destinations.

The Indian government''s push to create more jobs,
place the apparel manufacturing at the heart of
it. The extension of RoSTCL till Mar''26 gives a more
stable outlook for the apparel exports, schemes
like PLI which focuses on man-made fibre and
PM Mitra textile parks are steps in right direction
which would eventually build the domestic textile
ecosystem in the longer term. In addition to this
various state governments are offering incentives
on capacity building & job creation in a bid to create
local employment opportunities for their domicile.
The recently concluded free trade agreement
with UK has put India''s apparel exports at par with
Bangladesh & Vietnam which go duty free and at a
12% duty advantage with China. The ongoing trade
deal discussions with the EU would further place
Indian exporters in a much stronger position.

DIVIDEND

No dividend has been recommended by the
Directors for the financial year 2024-25.

In terms of Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("the Listing Regulations”), the Dividend Distribution
Policy duly approved by the Board is available on
https://www.gokaldasexports.com/wp-content/
uploads/2022/08/Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

No amount is transferred to the Reserves during
the year.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

During the year, Mr. Shivanandan Ashok Dalvie
(DIN: 09151791) - Independent Director and

Mr. Poorana Seenivasan Sundararajan (DIN:
07302844) - Executive Director, resigned from the
Directorship of the Company with effect from July
08, 2024 and September 30, 2024 respectively.

Mr. Prabhat Kumar Singh (DIN: 08275987) was re¬
appointed as Whole-Time Director of the Company
with effect from November 12, 2024, at the
Annual General Meeting of the Company held on
September 19, 2024.

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

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, the following are the Key
Managerial Personnel of the Company as of
March 31, 2025:

Sr. No.	Name	Designation
1	Mr. Sivaramakrishnan Ganapathi	Vice Chairman & Managing Director
2	Mr. Prabhat Kumar Singh	Whole Time Director
3	Mr. Sathyamurthy. A	Chief Financial Officer
4	Mr. Gourish Hegde	Company Secretary

DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance of Section 134(3)(c) of the Companies

Act, 2013, the Board of Directors of the Company

confirms and submits that:

i. in the preparation of the annual accounts, the
applicable Accounting Standards have been
followed and there have been no material
departures;

ii. the selected accounting policies were applied
consistently and the judgments and estimates
made are reasonable and prudent, to give a
true and fair view of the state of affairs of
the Company as at March 31, 2025 and of the
profits of the Company for the year ended on
that date;

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

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

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

vi. proper systems to ensure compliance with
the provisions of all applicable laws have been

devised and such systems were adequate and
are operating effectively.

EVALUATION OF THE BOARD’S
PERFORMANCE

Pursuant to the provisions of the Companies Act,
2013 and the applicable provisions of the Listing
Regulations, the Annual Performance Evaluation
was carried out for the financial year 2024-25 by
the Nomination and Remuneration Committee
in respect of Board performance, the Directors
individually as well as the evaluation of the
working of Audit, Nomination and Remuneration,
Stakeholders'' Relationship, Risk Management and
Corporate Social Responsibility Committees.

A structured questionnaire covering various
aspects of the Board''s functioning was circulated
to the Directors. The criteria for evaluation of
Independent Directors included attendance at
the meetings, Interpersonal skills, independent
judgement, knowledge, contribution to strategy,
risk management, compliance framework, etc. The
Directors expressed their satisfaction with the
evaluation process.

DECLARATION BY THE INDEPENDENT
DIRECTORS

Pursuant to the provisions of Section 149 of the
Companies Act, 2013, the Independent Directors
have submitted declarations that each of them
meets the criteria of independence as provided
in Section 149(6) of the Companies Act, 2013 read
with Rules made thereunder and Regulation 16(1)(b)
of the SEBI Listing Regulations.

NUMBER OF MEETINGS OF THE BOARD

Meetings of the Board were held at regular intervals
with a time gap of not more than 120 days between
two consecutive Meetings. During the financial
year, 6 (Six) meetings were held on May 26, 2024,
June 19, 2024, August 07, 2024, November 12, 2024,
November 29, 2024 and February 07, 2025. The
details of the Directors & their attendance during
the financial year 2024-25 have been disclosed in
the Corporate Governance Report, which forms
part of this report.

COMMITTEES OF THE BOARD

In compliance with the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has
constituted a set of committees with specific
terms of reference and scope to deal with specified

matters expediently. Presently, the Board has the
following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

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

SHARE CAPITAL

During the year, the Company has allotted 50,000
equity shares and 2,91,666 equity shares under the
Restricted Stock Unit Plan 2018 and GEL Employee
Stock Option Plan 2022 respectively.

During the year the Company had raised funds
aggregating to '' 5,99,99,99,625/- pursuant to
Qualified Institutional Placement by issuing
77,41,935 equity shares of '' 5/- each fully paid at
an issue price of '' 775/- per equity share (including
a premium of '' 770/- per equity share) on April 23,
2024.

As on March 31, 2025, the amount raised through
Qualified Institutional Placement has been fully
utilized in line with the objectives for which funds
were raised, as per the placement document and
there has been no deviation or variation in the use
of proceeds of funds.

As on March 31, 2025, the Authorized Share Capital
of the Company was '' 42,50,00,000 (Rupees Forty
Two Crore Fifty Lakhs) divided into 8,50,00,000
(Eight Crore Fifty Lakhs) Equity Shares of '' 5
(Rupees five) each and Paid up Share Capital was
'' 35,73,32,305/- (Rupees Thirty Five Crores Seventy
Three Lakhs Thirty Two Thousand Three Hundred
and Five) divided into 7,14,66,461 (Seven Crores
Fourteen Lakhs Sixty Six Thousand Four Hundred
and Sixty One) Equity Shares of '' 5 (Rupees five)
each.

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

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

CHANGE IN NATURE OF BUSINESS

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

DEPOSITS

During the year under review, the Company has not
invited or accepted any deposits from the public
under section 76 of the Companies Act, 2013 and
Rules made there under. Also, the Company has not
accepted any unsecured loan from the Directors
of the Company and/or relatives of the Directors
during the year as per the Companies (Acceptance
of Deposits) Second Amendment Rules, 2015.

MATERIAL CHANGES

No material changes or commitments have
occurred between the end of the financial year
and the date of this report which affects the
financial statements of the Company concerning
the reporting year.

SUBSIDIARY AND ASSOCIATE COMPANIES

As of March 31, 2025, the Company has the following
9 (Nine) Wholly Owned Subsidiary Companies:

i. All Colour Garments Private Limited

ii. SNS Clothing Private Limited

iii. Vignesh Apparels Private Limited

iv. Gokaldasexports Acharpura Private Limited

v. Sri Susamyuta Knits Private Limited

vi. Gokaldas Exports FZCO, Dubai

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

viii. Matrix Design and Industries Private Limited

ix. Gokaldas Exports Corporation, Delaware, USA

Further, the Company has the following 4 (four)
indirect Subsidiary Companies:

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

ii. Atraco Logistics Co LLC, Dubai

iii. Ashton Mombasa Apparel EPZ Ltd, Kenya

iv. Ashton Apparel Manufacturing PLC. Ethiopia

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

EMPLOYEE STOCK OPTION PLANS

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

I. Employee Stock Option Scheme 2010

The Company has introduced the Employee Stock
Option Scheme - 2010 ("ESOS-2010/Scheme”)
in accordance with the SEBI (Employees Stock
Option Scheme and Employees Stock Purchase
Scheme) Guidelines 1999. The shareholders of the
Company at the Annual General Meeting held on
September 17, 2010, had approved the Scheme. As
per the Scheme, the Company can issue not more
than 17,18,800 options, convertible into 17,18,800
equity shares of face value of '' 5/- each under
this Scheme.

During the year, the Company has not granted any
options and not allotted any equity shares under
ESOS-2010. As of March 31, 2025, the Company has
allotted 12,28,330 equity shares under this scheme.

II. Restricted Stock Unit Plan 2018

The Company has introduced the Restricted Stock
Unit Plan 2018 ("RSU-2018”) in accordance with
the Companies Act, 2013 and the rules framed
thereunder, SEBI (Share Based Employee Benefit)
Regulations, 2014. The shareholders approved
the scheme on August 26, 2018. Pursuant to the
approval, the Board has been authorized to offer,
issue and allot stock options to eligible employees
of the Company and its Subsidiary Companies to
the extent of 21,33,040 equity shares of face value
of '' 5/- each.

During the year no fresh options were granted under
RSU-2018 and 50,000 Equity shares of '' 5/- each
were allotted to the employee who has exercised
the options. As of March 31, 2025, the Company has
allotted 19,65,000 equity shares under this scheme.

III. EMPLOYEE STOCK OPTION PLAN 2022

The shareholders had approved the GEL Employee
Stock Option Plan 2022 ("ESOP 2022”) on April 03,
2022. Pursuant to the approval, the Board has been
authorized to offer, issue and allot stock options
to eligible employees of the Company and its
Subsidiary Companies to the extent of 45,00,000
equity shares of face value of '' 5/- each.

During the year, the Company has granted
6,30,000 options and has allotted 2,91,666 equity
shares under ESOP 2022. As of March 31, 2025, the
Company has allotted 2,91,666 equity shares under
this scheme.

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as of March 31,
2025, is available on the Company''s website at the
following link https://www.gokaldasexports.com/
annual-returns/.

SAFETY, HEALTH, ENVIRONMENT

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

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

Some of the key initiatives taken by the Company
are:

ENVIRONMENT

1. 7.5 MW solar park is fully functional which
supports 13 manufacturing units in Karnataka
through wheeling and net-metering scheme
for electricity.

2. Total electricity consumption from renewable
sources increases by more than 8-fold in FY25
from FY 24 (from 4TJ to 34.2 TJ).

3. Achieved 6% reduction in Green House Gas
(GHG) emission intensity per garment from
Indian operations in FY25.

4. In FY25 the ratio of energy derived from
renewable sources vs non-renewable sources
is 4:1.

5. Old boilers in three units have been replaced
with energy-efficient new boilers, thereby
reducing fuel demand.

6. Implemented globally recognised and accepted
Zero Discharge of Hazardous Chemicals (ZDHC)
program across our operations for the use of
non-hazardous chemicals.

7. Continue to comply with ZDHC Manufacturing
Restricted Substance List (MRSL) and brands
Restricted Substance Lists (RSL) in our chemical
management systems.

8. Only waterborne paints or inks are used in
our garment printing operations, replacing all
solvent-based ingredients.

9. Approximately 255 million litres of water
recycled/reused from the ETP operation
in FY25.

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

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

12. Total production solid waste has been reduced
by 12% during FY25.

HEALTH & SAFETY

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

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

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

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

5. Started conducting periodical health check¬
ups for employees working in hazardous or
chemical-handling areas to ensure their well¬
being and occupational health conditions are
good and satisfactory.

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

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

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

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

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

EMPLOYEE ENGAGEMENT

1. Diksoochi: A structured training initiative to
strengthen supervisory-level staff in both
technical and Behavioural competencies,
enabling them to manage production-floor
challenges independently.

2. Workplace Cooperation Program (WCP):

A program fostering cooperation
between factory management and worker
representatives to strengthen workplace
relationships.

3. Re-Imagining Industry to Support Equality

(RISE): A flagship women empowerment
program implemented across units, including
training for both male and female employees.

4. Prevention of Sexual Harassment (PoSH):

Awareness sessions conducted to educate
employees on rights, responsibilities and
redressal mechanisms related to workplace
harassment.

5. Supervisory Skills Training (SST): A targeted
training module to enhance supervisors''
understanding of team behaviour and delivery
expectations.

6. WE-LEAD Program: Focused on identifying,
training, and supporting potential women
workers for supervisory roles to promote
gender equity in leadership.

7. Quality Department Workshop: Skill-building
sessions for quality checkers on evaluation
techniques and understanding customer
quality standards.

8. Women''s Wellbeing Program: Conducted
sessions on health, hygiene, and awareness¬
building for female employees, including
pregnant women.

9. E-Learning for Industrial Engineers: Online
learning modules introduced to enhance
IE tools, Lean knowledge, and shop floor
practices.

10. Internal Committee Training: Training

internal committee members to handle their
responsibilities effectively in line with workplace
safety and harassment prevention.

11. Trends in Textile & Yarn: A knowledge-sharing
session aimed at updating employees on the
latest developments in the textile and yarn
sector.

12. First Aid & Safety Training: Comprehensive
safety training including first aid awareness
and emergency response protocols such as
fire drills.

13. Lean & 5S Training: Trainings focused on
process improvement through Lean principles
and 5S practices for workplace organization.

14. Technical Training for IE Team: In-depth training
sessions on IE tools, SAM standardization,
digital library creation, and operation
standardization.

15. Operational Excellence Program: Designed
to build leadership capabilities in factory
staff on topics like stress management, time
management, and emotional intelligence.

16. HR Conclave: An annual HR knowledge-sharing
platform covering industry trends, counselling
practices, labour laws, and behavioural
learnings.

17. Gender Parity Initiative: Promoting equitable
representation in supervisory roles and ensuring
access to growth and leadership opportunities
for women.

18. Mathe En Samachara: An internal radio-style
audio series to enhance engagement, build

awareness on workplace practices, and share
employee experiences.

19. Pratibimba: Mid-Management Development:

Capacity-building workshops for mid-level
managers focusing on communication,
leadership, motivation and team engagement.

20. Best HR Award: Recognition program to reward
outstanding HR teams through structured
assessments and site visits.

21. Work Study Officer (WSO): Introduction of
WSO role to support sewing efficiency and
assist in supervision, aligned with women''s
leadership development through WE-LEAD.

22. Happiness Index Survey: A feedback initiative
to assess employee satisfaction and workplace
well-being for fostering a better organizational
culture.

23. Training of Trainers (ToT): Unit-level training
rollout driven through certified trainers to
ensure quality and consistency in program
delivery.

The organizational social policy and process have
been upgraded in alignment with SLCP (Social &
Labour Convergence Program), achieving 92%
accuracy levels in the current year, indicating the
social and labour compliance standards are high
when it comes to employee wellbeing, social equity,
and better working conditions in the company.

CORPORATE GOVERNANCE

The Company is committed to maintaining the
highest standards of Corporate Governance. The
Directors adhere to the standards set out by the
Securities and Exchange Board of India''s (SEBI)
Corporate Governance practices.

In terms of Regulation 34(3) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015, the Corporate Governance Report,
Management Discussion & Analysis Report, and
the Practicing Company Secretary''s Certificate
regarding Compliance with Corporate Governance
requirements are given separately, which forms
part of this Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In compliance with Regulation 34 of the SEBI
Listing Regulations, a section on the Business
Responsibility and Sustainability Report, describing
the initiatives taken by the Company from an
environmental, social and governance perspective
is given separately, which forms part of this report.

MANAGEMENT DISCUSSION AND
ANALYSIS

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

AUDITORS & AUDIT REPORT

A. STATUTORY AUDITOR

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

Audit report

During the year, there are no qualifications
or adverse remarks in the Statutory Auditors''
Report that require any explanation from the
Board of Directors. The Statutory Auditors have
expressed an unmodified opinion in the audit
reports in respect of the Audited standalone
and consolidated Financial Statements for the
financial year ended March 31, 2025.

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

B. SECRETARIAL AUDIT

Pursuant to the Provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had
appointed Mr. Nagendra D Rao, Practicing
Company Secretary (CP NO:7731, FCS: 5553) to
undertake the secretarial audit of the Company
for the financial year 2024-25.

The Secretarial Audit Report issued by Mr. Nagendra
D Rao is annexed as Annexure III to this Report.
The Report does not contain any qualification,
reservation or adverse remark.

Further, pursuant to Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the
Company at its meeting held on May 21, 2025,
has appointed Nagendra D. Rao & Associates LLP,
Practicing Company Secretaries (Firm Registration
No. AAK-4698), as the Secretarial Auditor of the
Company for a term of five consecutive years
commencing from the financial year 2025-26 to

financial year 2029-30, subject to the approval of
the shareholders at the ensuing Annual General
Meeting (AGM). Relevant resolution for the approval
of the shareholders and other relevant details
are given in the notice convening the 22^nd AGM of
the Company.

Cost records and cost audit

Maintenance of cost records and requirement of
cost audit as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013 are not
applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

In pursuance of the Conservation of Energy,
Technology Absorption, Foreign Exchange
Earnings in such manner as prescribed under
Rule 8 (3) of the Companies (Accounts) Rules,
2014, the particulars of the same are provided in
Annexure IV to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions, that were entered
into during the financial year were on an arm''s
length basis and were with the Wholly Owned
Subsidiaries and step down subsidiaries. There
were no materially significant Related Party
Transactions made by the Company during the
year that required shareholders'' approval under
Regulation 23 of the SEBI Listing Regulations.

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

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

The Company''s Policy for dealing with Related Party
Transaction is available at the Company''s website
at the following link https://www.gokaldasexports.
com/wp-content/uploads/2022/09/Related-Party-
Transactions-Policy.pdf.

PARTICULARS OF LOAN, GUARANTEES
AND INVESTMENT

In terms of Section 134 of the Companies Act,
2013, the particulars of Loans, Guarantees and
Investments under Section 186 of the Companies
Act, 2013 is detailed in Notes to Accounts of the
Financial Statements.

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

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

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

Number of complaints of sexual harassment received in the year	4
Number of complaints disposed off during the year	2
Number of complaints pending as at end of the financial year	2
Number of cases pending for more than ninety days	0

As on the date of this report, all the complaints
were disposed off and no complaints are pending.

INTERNAL CONTROL SYSTEMS

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

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

In terms of the provisions of Section 178(3) of the
Act and Regulation 19 of SEBI Listing Regulations,
the Nomination & Remuneration Committee is

responsible for formulating criteria for determining
qualification, positive attributes and independence
of a Director. The Nomination & Remuneration
Committee is also responsible for recommending
to the Board a policy relating to the remuneration
of Directors, Key Managerial Personnel and other
senior employees.

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

DEVELOPMENT AND IMPLEMENTATION OF
A RISK MANAGEMENT POLICY

The Company has adopted a Risk Management
Policy for addressing the requirements of risk
identification, risk assessment, risk mitigation plans
etc., of the Company. In terms of Regulation 21 of
the SEBI Listing Regulations, the Board of Directors
have formulated a policy on Risk Management which
can be accessed from the Website of the Company
at following link https://www.gokaldasexports.
com/wp-content/uploads/2022/08/Policy-on-Risk-
Management.pdf.

PARTICULARS OF EMPLOYEES

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

The information required pursuant to Section
136(1) of the Companies Act, 2013, the Report
of the Board of Directors is being sent to all
the shareholders of the Company excluding
statement prescribed under Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The Statement
is available for inspection by the shareholders at
the registered office of the Company.

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

In terms of Section 135 and Schedule VII of the
Companies Act, 2013, the Board of Directors of
the Company has constituted a Corporate Social
Responsibility Committee. The Corporate Social
Responsibility Policy in line with the requirement
of the Companies Act, 2013, as formulated by the

Corporate Social Responsibility Committee and
approved by the Board of Directors is available
on the Company''s website at the following link
https://www.gokaldasexports.com/wp-content/
uploads/2022/08/Corporate-Social-Responsibility-
Policy.pdf.

The Company has been carrying out its CSR
activities through "Gokaldas Exports Foundation”
(the "Foundation”). The Company contributes the
amount required to be spent by the Company
every year to the Foundation and the Foundation
would identify and implement the projects as
per the Corporate Social Responsibility Policy of
the Company.

The details of the CSR activities undertaken by the
Company through the Foundation during the year
are set out in Annual Report on Corporate Social
Responsibility (CSR) as required under Companies
(Corporate Social Responsibility Policy) Rules, 2014,
which is annexed as Annexure VII.

VIGIL MECHANISM/WHISTLE-BLOWER
POLICY

The Company has a Vigil mechanism and has
established a Whistle Blower Policy, as per the
requirement of the Companies Act, 2013 and the
SEBI Listing Regulations, to enable all employees
and Directors to report in good faith any violation
of the policy. The Audit Committee of the Board
oversees the functioning of Whistle Blower Policy.
It is affirmed that no personnel of the Company
have been denied access to the Audit Committee.

The Whistle Blower Policy is available on the
website of the Company at the following link
https://www.gokaldasexports.com/wp-content/
uploads/2025/05/Whistle-Blower-Policy.pdf.

OTHER DISCLOSURES

a) The Company has complied with the applicable
Secretarial Standards relating to ''Meeting of
the Board of Directors'' and ''General Meetings''
during the year.

b) There are no significant material orders passed
by the Regulators/Courts that would impact
the going concern status of the Company and
its future operations.

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

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

ACKNOWLEDGEMENTS AND
APPRECIATION

The Directors take this opportunity to thank
the customers, shareholders, suppliers, bankers,
business partners and associates, financial
institutions and the Central and State Governments
for their consistent support and encouragement
to the Company. I am sure you will join our Directors
in conveying our sincere appreciation to all
employees of the Company for their hard work and
commitment.

For and on behalf of the Board of Directors
of Gokaldas Exports Limited

Sd/-

Mathew Cyriac

Place: Bengaluru Chairman

Date: August 05, 2025 DIN:01903606

---

Mar 31, 2024

Your Directors'' have the pleasure of presenting the Twenty-First Annual Report on the business and operations of the Company ("Gokaldas Exports Limited" or "GEX" or "Company"), together with the audited standalone and consolidated financial statements for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS

The Company''s financial highlights for the year ended March 31, 2024, are summarized below:				('' in Crore)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	2,139.06	2,221.09	2,378.88	2,222.20
Other Income	44.75	30.57	30.10	25.03
Profit Before Interest, Tax and Depreciation	299.92	299.88	284.11	295.81
Profit Before Tax before exceptional item	196.96	203.77	158.99	198.34
Exceptional item	-	6.05	-	6.05
Profit Before Tax after exceptional item	196.96	209.82	158.99	204.39
Profit After Tax	164.16	178.40	130.97	172.97

COMPANY''S PERFORMANCE

In 2024, your Company demonstrated remarkable resilience achieving better financial performance, revenue growth, and consistent profit despite passing through a difficult year. Your Company remained confident in its growth strategy and the long-term opportunities, and this success is a testament to the unwavering commitment of our senior leadership team and the dedicated workforce who propelled us to new heights despite the challenging global market environment.

The year started with a slow offtake in global retail resulting in overall imports from major consuming markets like the US, UK, and EU declining significantly in Q1 and Q2 of FY24, owing to inventory overhang with customers. Weak retail demand in Autumn-Winter 2022, inflationary trends, high interest rates, and a mild winter, contributed to excess inventory, impacting offtake. Major brands were consciously liquidating excess inventory holdings and controlling their purchases.

For most of FY24, the retail industry continued to be in an inventory overstock position resulting in brands reducing their apparel purchases by 20% in the US, 19% in the EU, and 28% in the UK. The inventory destocking cycle came to an end in Q4 FY24 with many fashion brands showing reduced inventory, improved financial performance and a renewed appetite to buy. In such a challenging environment, your Company''s like-for-like revenue from operations dropped by 2.3% y-o-y, compared to a 10% drop in Indian exports in the same period, indicating the resilience of the Company in the face of adversity. Sensing an opportunity to further consolidate its position in the apparel industry, your Company completed the acquisition of Atraco and Matrix, enabling the addition of new product offerings such as high-value knitwear and access to low-cost locations like Kenya and Ethiopia, along with clear access to mutually exclusive new customers.

In FY24, the consolidated revenue of the Company grew by 7.2% and we added incremental revenue from operations of '' 156.69 Crore. The Company continued to deliver performance, despite adverse macro-economic conditions in the year.

On the cost front, the Company faced several headwinds, including an increase in statutory minimum wages, ramping up employees in anticipation of volume growth in the second half of the year, startup costs at our new unit, and one-off expenses related to the two acquisitions. This has suppressed the operating margin by 1.4% from 13.2% in the year 2022-23 to 11.8% in the current year. It has delivered a profit before tax of '' 159 Crore compared to '' 198 Crore (excluding one-off income of '' 6 Crore) in the year 2022-23. Your Company generated cash from operation without working capital changes of about '' 266 Crore during the year securing a healthy financial base for the Company.

During the year, your Company has made capital investment of '' 143 Crores towards the modernization and upgradation of existing machines, capacity creation, and new projects. These investments are expected to increase revenue and yield operational productivity in the future. Further, your company completed the acquisition of Atraco entities at an investment of '' 373 Crores by deploying funds through a combination of debt and own funds. Your company has further deployed funds to complete acquisition of Matrix Design with an investment of '' 323 Crores through a combination of preferential allotment of equity shares and cash.

Our new manufacturing unit in Madhya Pradesh is progressing well, and we expect production to increase in the coming quarters. The fabric processing unit in Tamil Nadu is all set to commence commercial production.

After the acquisition of the two companies through a combination of debt and equity, the Company had a net debt of '' 336 Crore as of March 31, 2024. Subsequently, the Company raised equity capital of '' 600 Crore through Qualified Institutional Placement (QIP) in April 2024, which has helped the Company to turn net cash positive.

To prepare for the next phase of growth, the Company has added talent to its management bandwidth and at multiple levels. The long-term prospects for the industry remain intact with a continuing shift of global sourcing away from China, supplier consolidation towards efficient and well-capitalized players, and supply-side instabilities in several countries. Favourable currency, PLI, and FTAs with key markets should drive the Company toward a strong future.

Your Company''s long-term strategic objective is to create value for its shareholders, employees, and business partners by delivering quality products, and excellence in customer relationships, and will continue to remain focused on these initiatives for sustainable profitable growth.

BUSINESS ENVIRONMENT

The US, EU, and China markets dominate the global retail clothing sales landscape with a combined share of 45%, with the US commanding a dominant share of 16%, followed by the EU and China at 15% and 14%, respectively. During 2023, retail clothing sales in these key geographies remained buoyant despite the high interest rates raised in pursuit of controlling inflation. Retail brands with high inventory carryover from the previous year declined their purchases, thereby importing less, and have now reached optimum inventory levels. Apparel imports by the US, EU, and UK in FY24 witnessed a Y-o-Y decline of 20%, 19%, and 28%, respectively. However, India''s apparel exports declined by only 10%, indicating a market share gain. The Red Sea issue caused delays in shipments as cargo shipments had to resort to longer alternative routes. There is a trend towards increasing sourcing from India as brands are consciously reducing their exposure to China due to the high sourcing concentration from a single region coupled with ongoing geopolitical tensions. Additionally, higher labour costs in Vietnam and Bangladesh''s recent wage revision could open up sourcing opportunities for India, which has a fully-fledged cotton ecosystem. Increasing ESG consciousness among consumers is pushing retail brands to adapt to such needs by raising compliance requirements, leading to consolidation within the industry as small manufacturers have limited resources to meet such investments.

Domestically, the central government''s key policy initiatives, such as the continuation of RoSTCL until 2026, ongoing discussions to expand the products, and lowering the minimum investment eligibility criteria being deliberated to trigger investment via the PLI scheme and the Mega Integrated Textile Region and Apparel (MITRA) initiative, will certainly augur well in the long run. Various Indian state governments are also giving a policy push to the textile and apparel sector through attractive incentive schemes, leading to job creation among locals. Additionally, the Indian government is actively pursuing bilateral trade agreements with potential countries, which will further boost the industry. The successful conclusion of FTAs with the UAE and Australia and the last-stage discussions with the UK indicate positive prospects.

DIVIDEND

No dividend has been recommended by the Directors for the financial year 2023-24.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend Distribution Policy duly approved by the Board is available on https://www.gokaldasexports. com/wp-content/uploads/2022/08/Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

No amount is transferred to the Reserves during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, the Board has appointed Ms. Pavitra Rajaram (DIN: 09322283) as an Independent Director of the Company with effect from April 26, 2023. Requisite approvals from the Shareholders for the said appointment as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") was obtained vide postal ballot notice dated April 26, 2023. In the opinion of the Board, Ms. Pavitra Rajaram possesses the requisite integrity, expertise, experience and proficiency.

Mr. Sivaramakrishnan Ganapathi (DIN: 07954560) was re-appointed as Vice Chairman & Managing Director of the Company with effect from October 03, 2023, at the Annual General Meeting of the Company held on September 20, 2023.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as of March 31, 2024:

Sr. No.	Name	Designation
1	Mr. Sivaramakrishnan Ganapathi	Vice Chairman & Managing Director
2	Mr. Prabhat Kumar Singh	Whole-Time Director
3	Mr. Sathyamurthy. A	Chief Financial Officer
4	Mr. Gourish Hegde	Company Secretary

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company confirms and submits that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there have been no material departures;

ii. the selected accounting policies were applied consistently and the judgments and estimates made are reasonable and prudent, to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profits of the Company for the year ended on that date;

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

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

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

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

EVALUATION OF THE BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the Listing Regulations, the Annual Performance Evaluation was carried out for the financial year 2023-24 by the Nomination and Remuneration Committee in respect of Board performance, the Directors individually as well as the evaluation of the working of Audit, Nomination and Remuneration, Stakeholders'' Relationship, Risk Management and Corporate Social Responsibility Committees.

A structured questionnaire covering various aspects of the Board''s functioning was circulated to the Directors. The criteria for evaluation of Independent Directors included attendance at the meetings, Interpersonal skills, independent judgement, knowledge, contribution to strategy, risk management, compliance framework, etc. The Directors expressed their satisfaction with the evaluation process.

DECLARATION BY THE INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

NUMBER OF MEETINGS OF THE BOARD

Meetings of the Board were held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the financial year, 5 (Five) meetings were held on May 25, 2023, August 07, 2023, August 28, 2023, October 30, 2023 and February 01, 2024. The details of the Directors & their attendance during the financial year 202324 have been disclosed in the Corporate Governance Report, which forms part of this report.

COMMITTEES OF THE BOARD

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a set of committees with specific terms of reference and scope to deal with specified matters expediently. Presently, the Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

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

SHARE CAPITAL

During the year, the Company has allotted 73,500 equity shares under the Restricted Stock Unit Plan-2018.

Further, during the year the Company has allotted 27,31,366 (Twenty Seven Lakhs Thirty One Thousand Three Hundred and Sixty Six) equity shares of '' 5/- (Rupees Five) each at a price of '' 906.14 (Rupees Nine Hundred Six and Fourteen Paisa) per equity share for an aggregate amount of '' 247,50,00,000 (Rupees Two Hundred and Forty Seven Crore and Fifty Lakhs) to Matrix Clothing Private Limited ("MCPL") for consideration other than cash, for acquiring 10,000 (Ten Thousand) equity shares of Matrix Design and Industries Private Limited ("MDIPL"), by way of a preferential issue on a private placement basis ("Preferential Issue").

The Company, pursuant to board resolution dated February 01, 2024, and shareholders resolution dated February 29, 2024, has increased its authorized share capital from existing '' 32,50,00,000 (Rupees Thirty Two Crore Fifty Lakhs) divided into 6,50,00,000 (Six Crore Fifty Lakhs) equity shares of '' 5 (Rupees Five) each to '' 42,50,00,000 (Rupees Forty Two Crore Fifty Lakhs) divided into 8,50,00,000 (Eight Crore Fifty Lakhs) Equity Shares of '' 5 (Rupees five) each.

QUALIFIED INSTITUTIONAL PLACEMENT

As of the date of this report, the Company raised funds by issuing of 77,41,935 equity shares of '' 5/- each fully paid at the issue price of '' 775/- per equity share (including a premium of '' 770/- per equity share) aggregating to '' 600 Crore to qualified institutional buyers on April 23, 2024, pursuant to Qualified Institutional Placement (QIP), which have been listed in the respective Stock Exchanges on April 24, 2024. As on June 30, 2024, the Company has utilized '' 487.24 Crore in line with the objectives for which funds were raised, as per the placement document.

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

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

CHANGE IN NATURE OF BUSINESS

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

DEPOSITS

During the year under review, the Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and Rules made there under. Also, the Company has not accepted any unsecured loan from the Directors of the Company and/or relatives of the Directors during the year as per the Companies (Acceptance of Deposits) Second Amendment Rules, 2015.

MATERIAL CHANGES

No material changes or commitments have occurred between the end of the financial year and the date of this report which affects the financial statements of the Company concerning the reporting year.

ACQUISITIONS

During the year under review, your Company acquired Atraco Industrial Enterprise, Dubai, and other Atraco group companies on January 03, 2024 and completed the acquisition of Matrix Design and Industries Private Limited, Gurgaon on March 13, 2024. These two acquisitions complement and augment capabilities in strategic focus areas, and help the Company increase new product segments and expand geographic outreach to service its chosen markets. Your Company is selective about the type of opportunities that are pursued and innovative in modes of engagement with them.

SUBSIDIARY AND ASSOCIATE COMPANIES

As of March 31, 2024, the Company has the following 9 (Nine) Wholly Owned subsidiary companies:

i. All Colour Garments Private Limited

ii. SNS Clothing Private Limited

iii. Vignesh Apparels Private Limited

iv. Gokaldasexports Acharpura Private Limited

v. Sri Susamyuta Knits Private Limited

vi. Gokaldas Exports FZCO, Dubai

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

viii. Matrix Design and Industries Private Limited

ix. Gokaldas Exports Corporation, Delaware, USA

Further, the Company has the following 4 (four) indirect subsidiary companies:

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

ii. Atraco Logistics Co LLC, Dubai

iii. Ashton Mombasa Apparel EPZ Ltd, Kenya

iv. Ashton Apparel Manufacturing PLC. Ethiopia

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

EMPLOYEE STOCK OPTION PLANS

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

I. Employee Stock Option Scheme 2010

The Company has introduced the Employee Stock Option Scheme - 2010 ("ESOS-2010/Scheme") in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. The shareholders of the Company at the Annual General Meeting held on September 17, 2010, had approved the Scheme. The Company can issue not more than 17,18,800 options, convertible into 17,18,800 equity shares of face value of '' 5/- each under this Scheme.

During the year the Company has granted 2,04,000 options and not allotted any equity shares under ESOS-2010. As of March 31, 2024, the Company has allotted 12,28,330 equity shares under this scheme.

II. Restricted Stock Unit Plan 2018

The Company has introduced the Restricted Stock Unit Plan 2018 ("RSU-2018") in accordance with the Companies Act, 2013 and the rules framed thereunder, SEBI (Share Based Employee Benefit) Regulations, 2014. The shareholders approved the scheme on August 26, 2018. Pursuant to the approval, the Board has been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiary Companies to the extent of 21,33,040 equity shares of face value of '' 5/- each.

During the year no fresh options were granted under RSU-2018 and 73,500 Equity shares of '' 5/- each were allotted to the employees who have exercised their options. As of March 31, 2024, the Company has allotted 19,15,000 equity shares under this scheme.

III. Employee Stock Option Plan 2022

The shareholders had approved the GEL Employee Stock Option Plan 2022 ("ESOP 2022") on April 03, 2022. Pursuant to the approval, the Nomination and the Remuneration Committee and the Board have been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiary Companies under ESOP 2022.

Further, the Company vide a special resolution passed at the Extra-ordinary General Meeting of the Company held on February 29, 2024, has amended the ESOP 2022 to increase the aggregate number of employee stock options ("Options") reserved under the Plan from 30,00,000 (Thirty Lakhs) Options to 45,00,000 (Forty five Lakhs) Options by creating additional 15,00,000 (Fifteen Lakhs) Options, exercisable into not exceeding 15,00,000 (Fifteen Lakhs) equity shares ("Shares") of the face value of '' 5/- (Rupees Five Only) each fully paid-up, where one Option would convert into one equity share upon exercise, on such terms and in such manner in accordance with the provisions of the applicable laws and the provisions of ESOP 2022.

As of March 31,2024, 30,00,000 options were granted to the eligible employees.

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31, 2024, is available on the Company''s website at the following link https://www. gokaldasexports.com/investor-and-shareholder-relations/.

SAFETY, HEALTH, ENVIRONMENT

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

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

Some of the key initiatives taken by the Company are:

Environment

1. All our manufacturing facilities and offices are covered with 100% LED lights, thereby reducing energy demand.

2. Approximately 85% of our sewing machines have been replaced with servo motors, which are more energy-efficient compared to clutch motors. We are also systematically investing in energy-efficient machines across our operations.

3. We continue to use renewable biomass as fuel for our boilers to produce steam, thereby reducing overall carbon footprints.

4. We have committed to switching our energy source to solar energy and have set up a 7.5MW solar park. With this, more than 60% of the energy demand across our operations will be met through solar energy.

5. We have started installing RECD retro-fitments for our diesel generators in a phased manner to control emissions and create a healthier environment.

6. We are continuously improving our operations and, with improved awareness programs on water conservation, have reduced water consumption by 20% compared to the previous year.

7. All our laundry facilities are equipped with Zero Liquid Discharge (ZLD) systems, and more than 90% of water demand is met through recycling via the ZLD system and reused.

8. All non-hazardous solid wastes like paper, plastic, cut fabric wastes, and metal are sent to authorized recyclers, ensuring nothing is wasted.

9. Hazardous waste like machine oil and used oil are sent to authorized recyclers for further treatment and recycling.

10. We consistently improve our overall environmental performance through continual improvement action plans and have achieved an overall score of 88% in the HIGG FEM 4.0 third-party validation.

Health & Safety

1. Awareness and knowledge of the Company''s health and safety policy and procedures play crucial roles in setting up a safe and healthy workplace. Every employee undergoes rigorous training and awareness programs on health and safety chapters, ensuring they practice these in every walk of life.

2. We check vehicle stability and provide defensive driving awareness to employee vehicles and drivers.

3. We minimize workplace hazards and risks through continual improvement action plans.

4. All our manufacturing units and offices are equipped with fire detection and fire protection systems and have dedicated emergency response teams to handle any emergencies.

5. Our ambulance room (medical room) is equipped with the required medical equipment and an ambulance vehicle with a dedicated driver. We have a full-time medical doctor supported by paramedical staff to address any health-related issues among our employees.

6. We conduct periodic health awareness programs and campaigns among employees.

7. We have adopted LABS (Life And Building Safety) standards across our units to ensure our buildings are strong enough to withstand any natural calamities and are supported with the best electrical and fire safety measures to avoid any untoward incidents.

EMPLOYEE ENGAGEMENT

1. Workplace Cooperation Program (WCP): WCP

is a program involving the management of the unit and office bearers of the Works Committee. It aims to foster enhanced working relationships within the factory premises.

2. Re-Imagining Industry to Support Equality (RISE):

RISE, a flagship Women Empowerment Programme, is being implemented in 13 units of the Company. The program encompasses training for both male and female employees.

3. Prevention of Sexual Harassment Training (PoSH):

This awareness program aims to prevent the sexual harassment of women and inform employees about the mechanisms available for filing such cases.

4. Supervisory Skills Training (SST): Through SST, supervisors are better equipped to understand batch dynamics in terms of employee behaviour and shipment delivery.

5. Women Empowerment & Leadership Development Program (WE-LEAD): This program aims to identify, train, and support potential women workers for supervisory roles, promoting gender equity among supervisory staff.

6. Workshop for Quality Department: The program aims to sharpen the evaluation skills of checkers and help participants understand quality standards in line with customer demands.

7. Women''s Wellbeing: This covers a range of programs, including health and hygiene awareness for pregnant women.

8. E-Learning for Industrial Engineers: E-learning modules aim to enhance the skills of industrial engineers in IE tools, Lean, and shop floor dynamics.

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

10. Internal Committee Training: Internal committee members are trained to better equip them for their roles and responsibilities, ensuring they can discharge their duties effectively.

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

12. First Aid & Safety Training: Each employee is trained in first aid and safety.

13. Lean & 5S: Training on Lean & 5S guides each employee towards waste reduction through individual involvement.

14. Technical Training for Industrial Engineers: Sessions include tools and techniques in IE, library creation, data sharing, and the standardization of SAM & operations.

15. Operational Excellence Program: Factory staff in leadership roles participate in this program to be better equipped in team dynamics, time management, and emotional intelligence.

16. HR Conclave: HR members participate in an HR conclave to gain knowledge on new trends in HR, behavioural topics, labour laws, and counselling.

The organizational social policy and process have been upgraded in alignment with SLCP (Social & Labour Convergence Program) securing 88% (provisional) in the current year as opposed to 87% in the previous year which indicates the social and labour compliance standards are high when it comes to employee wellbeing, social equity, better working condition in the Company.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance. The Directors adhere to the standards set out by the Securities and Exchange Board of India''s (SEBI) Corporate Governance practices.

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Corporate Governance Report, Management Discussion & Analysis Report, and the Practicing Company Secretary''s Certificate regarding Compliance with Corporate Governance requirements are given separately, which forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations, a section on the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from an environmental, social and governance perspective is given separately, which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

AUDITORS & AUDIT REPORT

A. Statutory Auditor

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

Audit report

During the year, there are no qualifications, reservations and adverse remarks in the Statutory Auditors'' Report that require any explanation from the Board of Directors. The Statutory Auditors have expressed an unmodified opinion in the audit reports in respect of the Audited standalone and consolidated Financial Statements for the financial year ended March 31, 2024.

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

B. Secretarial Audit

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Nagendra D Rao, Practicing Company Secretary (CP NO:7731, FCS: 5553) to undertake the secretarial audit of the Company for the financial year 2023-24.

The Secretarial Audit Report issued by Mr. Nagendra D Rao is annexed as Annexure-III to this Report. The Report does not contain any qualification, reservation or adverse remark.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In pursuance of the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings in such manner as prescribed under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars of the same are provided in Annexure-IV to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions, that were entered into during the financial year were on an arm''s length basis and were

with the Wholly Owned Subsidiaries. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the SEBI Listing Regulations.

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

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

The Company''s Policy for dealing with Related Party Transaction is available at the Company''s website at the following link https://www.gokaldasexports.com/wp-content/ uploads/2022/09/Related-Party-Transactions-Policy.pdf

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT

In terms of Section 134 of the Companies Act, 2013, the particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 is detailed in Notes to Accounts of the Financial Statements.

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

The Company has in place a policy on prevention, prohibition and Redressal of Sexual Harassment and Non-discrimination at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination in the workplace.

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

INTERNAL CONTROL SYSTEMS

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

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

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations, the Nomination & Remuneration Committee is responsible for formulating criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and other senior employees.

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

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy for addressing the requirements of risk identification, risk assessment, risk mitigation plans etc., of the Company. In terms of Regulation 21 of the SEBI Listing Regulations, the Board of Directors have formulated a policy on Risk Management which can be accessed from the Website of the Company at following link https://www.gokaldasexports.com/wp-content/ uploads/2022/08/Policy-on-Risk-Management.pdf

PARTICULARS OF EMPLOYEES

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

The information required pursuant to Section 136(1) of the Companies Act, 2013, the Report of the Board of Directors is being sent to all the shareholders of the Company excluding statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Statement is available for inspection by the shareholders at the registered office of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a Corporate Social Responsibility Committee. The Corporate Social Responsibility Policy in line with the requirement of the Companies Act, 2013, as formulated by the Corporate Social Responsibility Committee and approved by the Board

of Directors is available on the Company''s website at the following link https://www.gokaldasexports.com/wp-content/ uploads/2022/08/Corporate-Social-Responsibilitv-Policv.pdf

The Company has been carrying out its CSR activities through "Gokaldas Exports Charitable Foundation" (the "Foundation"). The Company contributes the amount required to be spent by the Company every year to the Foundation and the Foundation would identify and implement the projects as per the Corporate Social Responsibility Policy of the Company.

The details of the CSR activities undertaken by the Company through the Foundation during the year are set out in Annual Report on Corporate Social Responsibility (CSR) as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, which is annexed as Annexure-VII.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Company has a Vigil mechanism and has established a Whistle Blower Policy, as per the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, to enable all employees and Directors to report in good faith any violation of the policy. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is available on the website of the Company at the following link https:// www.gokaldasexports.com/wp-content/uploads/2022/08/ Whistle-Blower-Policy.pdf.

OTHER DISCLOSURES

a) The Company has complied with the applicable Secretarial Standards relating to ''Meeting of the Board of Directors'' and ''General Meetings'' during the year.

b) There are no significant material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

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

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners and associates, financial institutions and the Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment.

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Mar 31, 2023

Your Directors'' have the pleasure of presenting the Twentieth Annual Report on the business and operations of the Company ("Gokaldas Exports Limited" or "GEX" or "Company"), together with the audited standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

Company''s financial highlights for the year ended March 31, 2023 are summarized below:

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

COMPANY''S PERFORMANCE

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

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

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

During the year, your company has added incremental revenue from operations of '' 431.9 Crores resulting from deeper engagement and relationships with customers. Also, happy to witness that this growth has come with consistent improvement in the operating margin which has increased by 1.2% from 12% in the year 2021-22 to 13.2% in the current

year. It has delivered a net profit after tax of '' 173 Crores witnessing a commendable growth of about 48% compared to '' 117 Crores in the year 2021-22. Your company generated cash from operation without working capital changes of about '' 296 Crores during the year securing a healthy financial base for the company.

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

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

Your Company''s long-term strategic objective is to create value for its shareholders, employees, and business partners by delivering quality products, and excellence in customer relationships, and will continue to remain focused on these initiatives for sustainable profitable growth.

BUSINESS ENVIRONMENT

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

Nevertheless, the long-term industry structure remains positive, with increasing emphasis by brands on the China plus one sourcing strategy, suppliers consolidation, and partnerships with ESG-compliant suppliers. Domestically, the central government''s key policy initiatives, such as the continuation of the RoSTCL till 2024, the PLI Scheme, MITRA, and the proposed replacement of TUFS with a new Scheme of Textiles Technology Development Scheme (TTDS), will certainly augur well in the long run. Various Indian state governments are also giving a policy push to the textile and apparel sector through attractive incentive schemes, leading to job creation among locals. In addition, the Indian government is actively pursuing bilateral trade agreements with potential countries, which will further boost the industry. The successful conclusion of FTAs with the UAE and Australia and the last stage discussions with the UK indicate positive prospects. Furthermore, plans to launch trade discussions with 16 new nations and enhance agreements with diverse countries such as the European Union, the United States, Canada, and South Korea will favor the industry even more in the long term.

DIVIDEND

The Board of Directors of the Company at their meeting held on May 25, 2023 have recommended a final dividend of '' 1/- (Rupee one) per Equity share (20% of the face value of '' 5/- per Equity Share) for the financial year 2022-23, subject to approval of the shareholders at the ensuing Annual General Meeting. The Dividend, if approved will be paid to the shareholders who are holding shares as on the Record date i.e September 13, 2023.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend Distribution Policy duly approved

by the Board is available on https://www.gokaldasexports. com/wp-content/uploads/2022/08/Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

No amount is transferred to the Reserves during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

Ms. Shrithee M.S, Company Secretary and Compliance Officer has resigned with effect from November 1 1, 2022 and Mr. Gourish Hegde has been appointed as the Company Secretary and Compliance Officer of the Company with effect from February 10, 2023.

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

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

Sl. No. Name		Designation
1	Mr. Sivaramakrishnan Ganapathi	Vice Chairman & Managing Director
2	Mr. Prabhat Kumar Singh	Whole-Time Director
3	Mr. Sathyamurthy. A	Chief Financial Officer
4	Mr. Gourish Hegde	Company Secretary

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company confirms and submits that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there have been no material departure;

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

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

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

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

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

EVALUATION OF THE BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the Listing Regulations, the Annual Performance Evaluation was carried out for the financial year 2022-23 by the Nomination & Remuneration Committee in respect of Board''s performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders'' Relationship, Risk Management and Corporate Social Responsibility Committees.

A structured questionnaire covering various aspects of the Board''s functioning was circulated to the Directors. The criteria for evaluation of Independent Directors included attendance at the meetings, Interpersonal skills, Independent judgement, knowledge, contribution to strategy, risk management, compliance framework, etc. The Directors expressed their satisfaction with the evaluation process.

DECLARATION BY THE INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

NUMBER OF MEETINGS OF THE BOARD

Meetings of the Board were held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the financial year, 6(Six) meetings were held on April 18, 2022, April 29, 2022, July 22, 2022; August 26, 2022, October 27, 2022, February 10, 2023. The details of Directors & their attendance during the Financial year 2022-23 have been disclosed in the Corporate Governance Report, which forms part of this report.

COMMITTEES OF THE BOARD

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a set of committees with specific terms of reference and scope to deal with specified matters expediently. Presently, the Board has following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

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

SHARE CAPITAL

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

As on March 31, 2023, the Authorized Share Capital of the Company was '' 32,50,00,000/- (Rupees Thirty Two Crores Fifty Lakhs) divided in to 6,50,00,000 Equity shares of '' 5/- (Rupees five only) each and Paid up Share Capital was '' 30,28,89,970/- (Rupees Thirty Crores Twenty Eight Lakhs Eighty Nine Thousand Nine Hundred Seventy Only).

QUALIFIED INSTITUTIONAL PLACEMENT

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

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

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

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

CHANGE IN NATURE OF BUSINESS

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

DEPOSITS

During the year under review, the Company has not invited or accepted any deposits from the public under section 76 of the Companies Act, 2013 and Rules made there under. Also, the Company has not accepted any unsecured loan from the Directors of the Company and/or relatives of the Directors during the year as per the Companies (Acceptance of Deposits) Second Amendment Rules, 2015.

MATERIAL CHANGES

No material changes or commitments have occurred between the end of the financial year and the date of this report which affects the financial statements of the Company in respect to the reporting year.

SUBSIDIARY COMPANIES

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

i. All Colour Garments Private Limited

ii. SNS Clothing Private Limited

iii. Vignesh Apparels Private Limited

iv. Gokaldasexports Acharpura Private Limited

v. Sri Susamyuta Knits Private Limited

vi. Gokaldas Exports FZCO, Dubai

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

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

EMPLOYEE STOCK OPTION PLAN

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

I. Employee Stock Option Scheme 2010

The Company has introduced the Employee Stock Option Scheme - 2010 ("ESOS-2010/Scheme") in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. The shareholders of the Company at the Annual General Meeting held on September 17, 2010 had approved the Scheme. The Company can issue not more than 17,18,800 options convertible into 17,18,800 equity shares of face value of '' 5/- each under this Scheme.

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

II. Restricted Stock Unit Plan 2018

The Company has introduced the Restricted Stock Unit Plan 2018 ("RSU-2018") in accordance with the Companies Act, 2013 and the rules framed thereunder, SEBI (Share Based Employee Benefit) Regulations, 2014. The shareholders'' have approved the scheme on August 26, 2018. Pursuant to the approval, the Board has been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiary Companies to the extent of 21,33,040 equity shares of face value of '' 5/- each.

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

III. Employee Stock Option Plan 2022

The shareholders have approved the GEL Employee Stock Option Plan 2022 ("ESOP 2022") on April 03, 2022. Pursuant to the approval, the Nomination and the Remuneration Committee and the Board has been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiary Companies under ESOP 2022. The maximum number of shares under the ESOP 2022 shall not exceed 30,00,000 equity shares. During the year 30,00,000 options were granted to the eligible employees.

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section

134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at https://www.gokaldasexports.com/investors/.

SAFETY, HEALTH, ENVIRONMENT

We, as a responsible manufacturer, are committed to take adequate measures related to environment, employee health and safety in developing, manufacturing, storing, handling and distribution of our products. It is our responsibility to

provide a workplace free from accidents, injuries and exposure to hazardous substances, conserve natural resources and prevent pollution to protect the environment.

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

Some of the key initiatives taken by the Company are:

Environment:

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

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

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

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

5. The Company is adhering to 100% compliance w.r.t ZDHC MRSL guidelines. All chemicals used in laundry, Dying & Printing operations are sourced from ZDHC recognized suppliers. Also the Company is using waterborne paints for printing operations wherein VOC''s have been drastically reduced and improved environment conditions.

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

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

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

Health & Safety:

1. Achieved Zero Reportable accidents at all our factories.

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

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

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

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

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

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

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

9. Augmentation of existing STP, Installation and

commissioning of new STPs to ensure water is scientifically treated and reused in order to reduce environmental impact

Employee Engagement:

1. Workplace Cooperation Program(WCP): WCP is

a programme involving Management of the unit and office bearers of Works Committee. It is endeavored towards fostering enhanced working relationship in the factory premises.

2. Personal Advancement and Carrier Enhancement

(PACE): PACE, a flagship Women Empowerment Programme, is being implemented in 11 units of the Company.

3. Prevention of Sexual Harassment training (Workers)

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

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

5. Women Supervisor Development Programme: To

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

6. Workshop for Quality Department: The programme aims to sharpen the evaluation skills of checkers. It

also helps the participants to understand their own understanding of quality against the customer demand.

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

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

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

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

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

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

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

14. Technical training for Industrial Engineers: The

sessions included tools and techniques in IE, Library creation, data sharing & standardization of SAM & operation.

The organizational social policy and process has been upgraded in alignment with SLCP (Social & Labour Convergence Program) securing 87% in the current as opposed to 83% in the previous year which indicates the social and labour compliance standards are high when it comes to employee wellbeing, social equity, better working condition in the Company.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance. The Directors adhere to the standards set out by the Securities and Exchange Board of India''s (SEBI) Corporate Governance practices.

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Corporate Governance Report, Management Discussion & Analysis Report, and the Practicing Company Secretary''s Certificate regarding Compliance with Corporate Governance requirements are given separately, which forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations, a section on the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from an environmental, social and governance perspective is given separately, which forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

AUDITORS & AUDIT REPORTA. Statutory Auditor

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

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

Audit report

During the year, there are no qualifications or adverse remarks in the Statutory Auditors'' Report which require any explanation from the Board of Directors. The Statutory Auditors have expressed an unmodified opinion in the audit reports in respect of the Audited standalone and consolidated Financial Statements for the financial year ended March 31, 2023.

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

B. Secretarial Audit

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Nagendra D Rao, Practicing Company Secretary (CP NO:7731, FCS: 5553) to undertake the secretarial audit of the Company for the financial year 2022-23.

The Secretarial Audit Report is issued by Mr. Nagendra D Rao is annexed as Annexure III to this Report. The Report does not contain any qualification, reservation or adverse remark.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In pursuance of the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings in such manner as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of the same are provided in the Annexure IV to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions, that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the SEBI Listing Regulations.

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

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

The Company''s Policy for dealing with Related Party Transaction is available at the Company''s website at https:// www.gokaldasexports.com/policies/.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT

In Terms of Section 134 of the Companies Act, 2013, the particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 is detailed in Notes to Accounts of the Financial Statements.

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

The Company has in place a policy on prevention, prohibition and Redressal of Sexual Harassment and Non-discrimination at work place in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at work place.

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

INTERNAL CONTROL SYSTEMS

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

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

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations, the Nomination & Remuneration Committee is responsible for formulating criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to remuneration of Directors, Key Managerial Personnel and other senior employees.

In line with this, Board has adopted Remuneration Policy for Directors, Key Managerial Personnel

and other senior employees of the Company. The copy of the policy is available on the Company''s website https://www.gokaldasexports.com/policies/

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy for addressing the requirements of risk identification, risk assessment, risk mitigation plans etc., of the Company. In terms of Regulation 21 of the SEBI Listing Regulations, the Board of Directors have formulated a policy on Risk Management which can be accessed from the Website of the Company at https://www.gokaldasexports.com/policies/.

PARTICULARS OF EMPLOYEES

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

The information required pursuant to Section 136(1) of the Companies Act, 2013, the Report of the Board of Directors is being sent to all the shareholders of the Company excluding statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Statement is available for inspection by the shareholders at the registered office of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a Corporate Social Responsibility Committee.

access to the Audit Committee. The Whistle Blower Policy is available on the website of the Company at https://www. gokaldasexports.com/policies/.

OTHER DISCLOSURES

a) The Company has complied with the applicable Secretarial Standards relating to ''Meeting of the Board of Directors'' and ''General Meetings'' during the year.

b) There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

c) There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners and associates, financial institutions and the Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment.

The Corporate Social Responsibility Policy in line with the requirement of the Companies Act, 2013, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the Company''s website at https://www.gokaldasexports.com/policies/.

The Company has been carrying out its CSR activities through "Gokaldas Exports Charitable Foundation" (the "Foundation"). The Company contributes the amount required to be spent by the Company every year to the Foundation and the Foundation would identify and implement the projects as per the Corporate Social Responsibility Policy of the Company.

The details of the CSR activities undertaken by the Company through the Foundation during the year are set out in Annual Report on Corporate Social Responsibility (CSR) as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, which is annexed as Annexure VII.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil mechanism and has established a Whistle Blower Policy, as per the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, to enable all employees and the Directors to report in good faith any violation of the policy. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. It is affirmed that no personnel of the Company have been denied

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Mar 31, 2018

Board’s Report

Dear Members,

The Directors have pleasure in presenting the 15th Annual Report of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

Your Company''s financial highlights for the year ended March 31, 2018 are summarized below.

Amount in Rs, Lakhs

	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	1,02,626	91,916	1,03,235	93,616
Other Income	4,688	3,929	4,709	4,153
Profit before interest, tax and depreciation (EBITDA)	2,466	803	2,380	961
Profit before Tax	(2,875)	(4,579)	(3,012)	(4,510)

COMPANY''S PERFORMANCE

In the financial year 2017-18, your company made an impressive growth in revenues and profitability despite some of the impending external factors. The revenue from operations (which includes various export incentives offered by Government of India) grew by 11.7% over the previous year. This growth was especially creditable as significant reduction in duty drawback by the Government and average rupee appreciation of 4% against the USD during the year have pulled down the revenue growth. EBITDA grew from 0.9% of operational revenue in the previous year to 2.4% in FY 2017-18.

Your company''s long-term strategic objective is to create value for its shareholders, employees and business partners through delivering quality products to its customers along with consistency in customer service. Your company has taken the various strategic measures. with a short term to long term plans to improve the sustainable business performance and growth.

BUSINESS ENVIRONMENT

The business environment for apparel exports was tough during the year with delays and uncertainties due to introduction of GST in July 2017. This was further compounded by reduction in duty draw back by Government of India in July 2017 and an average appreciation of 4% for INR against the USD. However, long term potential for apparel exports from India remain good due to availability of raw material, skilled manpower and favorable central and state government schemes. Indian apparel exports are expected to grow at 11% CAGR and reach US$ 42 billion by 2025 from the existing US$ 17 billion.

DIVIDEND

No dividend has been recommended by Directors for the year.

TRANSFER TO RESERVES

No amount is transferred to Reserves.

LIST OF SUBSIDIARIES

Your Company has 12 wholly owned subsidiary companies. The names of these companies are as follows:

i. All Colour Garments Private Limited,

ii. Deejay Trading Private Limited,

iii. Glamourwear Apparels Private Limited,

iv. Madhin Trading Private Limited,

v. Magenta Trading Private Limited,

vi. Rafter Trading Private Limited,

vii. Rajdin Apparels Private Limited,

viii. Reflexion Trading Private Limited,

ix. Rishikesh Apparels Private Limited,

x. Seven Hills Clothing Private Limited,

xi. SNS Clothing Private Limited and

xii. Vignesh Apparels Private Limited.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Subsidiary Companies in Form AOC-1 is given in Annexure to this report. In view of the above the Audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection at the registered office of your Company. Investors who want to have a copy of the above may write to the Company Secretary to the registered office.

MATERIAL CHANGES

No material changes or commitments have occurred between the end of the Financial Year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

OPEN OFFER

On March 31, 2017, Blackstone FP Capital Partners (Mauritius) VB Subsidiary Ltd, promoter of the Company and Clear Wealth Consultancy Services LLP, Acquirer has entered into a Share Purchase Agreement for acquisition of 1,39,55,742 equity shares representing 39.94% of fully paid-up equity share capital of the Company at a price of H42/- (Rupees Forty Two Only) per equity share aggregating to H58,61,41,164/- (Rupees Fifty Eight Crore Sixty One Lakhs Forty One Thousand One Hundred Sixty Four only) payable in cash. The aforesaid transaction has triggered open offer obligation as per the SEBI (Substantial Acquisition of Shares and Takeovers) regulations, 2011. Consequently, the Acquirer along with Mathew Cyriac, Gazania Advisory LLP, Westex Infotech Private Limited and Gautham Madhavan (Collectively referred to as "PACs") has made an open offer to all the public shareholders of the Company for acquisition of up to 91,79,993 equity shares (Ninety One Lakhs Seventy Nine Thousand Nine Hundred and Ninety Three) representing 26% of the fully paid up equity share capital of the Company at a price of H63.25 (Rupees Sixty Three and Twenty Five Paisa only) per equity share. Post the Open Offer Blackstone FP Capital Partners (Mauritius) VB Subsidiary Ltd does not hold any equity shares in the Company effective 10th July, 2017 and the Acquirer along with the PACs shall be categorized as promoter and promoter group of the Company as per regulation 31A of SEBI LODR, 2015. In this connection, necessary amendments to the Articles of Association (AOA) and the Compliance requirements are completed.

MERGER

The Company has applied for a Scheme of Amalgamation of 9 wholly owned subsidiary companies with the Company. The appointed date of amalgamation is April 1st, 2016. The Application is filed with Hon''ble National Company Law Tribunal on February 23rd, 2017. Further to that, the Hon''ble National Company Law

Tribunal has directed the Company to conduct Secured Creditors Meeting (Canara Bank and Corporation Bank) of Gokaldas Exports Limited which was held on Thursday, the 23rd November, 2017 at 2.30 P M at the registered office of the Company situated at No. 16/2, Residency Road, Bengaluru - 560025 and Shareholders Meeting was held on 27th November, 2017 at J N Tata Auditorium along with the postal Ballot. Company has completed all the required process with the Hon''ble National Company Law Tribunal and Company awaits necessary approvals for the merger to become effective.

QUALIFIED INSTITUTIONAL PLACEMENT

As on this date of report, the Company had issued 77,08,000 equity shares of H5/- each fully paid at H90/- per share (including securities premium of H85/- per share) to qualified institutional buyers on May 3, 2018 pursuant to Qualified Institutional Placement (QIP) document dated April 27, 2018, as per provision of Section 42 of Companies Act, 2013 read with rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014, and Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 which have been listed in the respective stock Exchanges on May 4, 2018.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

Your Company is holding 99.94% stake in the subsidiaries Companies. All the subsidiaries are wholly owned Subsidiary Companies.

DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public under section 76 of the Companies Act, 2013 and Rules made there under.

EMPLOYEE STOCK OPTION PLAN- 2010

Your Company has introduced the Employee Stock Option Scheme - 2010 in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. During the year 25,167 employee stock options were converted into equivalent number of equity shares. As required under SEBI (Share Based Employee Benefits Regulations, 2014), a disclosure is annexed herewith.

SHARE CAPITAL

Consequent to conversion of stock options into equity shares, your Company''s Paid Up equity share capital has gone up to H174,764,145 as on March 31, 2018 from H174,638,310 as on March 31, 2017.

DIRECTORS & KEY MANAGEMENT PERSONNEL

Mr. Sivaramakrishnan Ganapathi - Managing Director was appointed at the meeting held on October 3, 2017.

Mr. P. Ramababu - Vice Chairman & Managing Director, redesigned as Vice Chairman with effect from October 3, 2017

Mr. Palaniappan Chidambaram - Non-Executive Director and Ms. Anuradha Sharma - Non executive Independent Director were appointed at the meeting held on October 30, 2017.

Mr. Jitendrakumar H Mehta, Independent Director, resigned form Directorship with effect from October 2, 2017 and re-appointed as Non-executive Independent Director of the company on December 29, 2017.

Mr. P. Ramababu - Vice Chairman, resigned from Directorship with effect from January 31, 2018.

Mr. Mathew Cyriac, Director retires by rotation at forthcoming Annual General Meeting and being eligible offers himself for reappointment. The brief resume and other details as required under the Listing Regulations are provided in the Notice of the 15th Annual General Meeting of the Company.

I n terms of Section 203 of the said Act, the following were designated as Key Managerial Personnel of your company by the Board:

- Mr. Sivaramakrishnan Ganapathi - Managing Director

- Mr. Sathyamurthy A - Chief Financial Officer

- Ms. Ramya K - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013 that he / she meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EVALUATION OF THE BOARD''S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration various aspects of Board''s functioning, composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

The performance evaluation of Independent Directors has been carried out. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year, Eight Board Meetings were held on April 7, 2017, May 19, 2017, August 14, 2017, September 26, 2017, October 3, 2017, October 30, 2017, December 29, 2017 and February 3, 2018.

The Particulars of Directors & their attendance during the financial year 2017-18 has been disclosed in the Corporate Governance Report forming part of this Annual Report.

BOARD COMMITTEE

The Company has the following committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Management states that:

I) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II) They 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 and of its profits / losses for the year ended March 31, 2018;

III) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

IV) They have laid down Internal Financial Controls to be followed by the Company and the Audit Committee of the Board of Directors shall ensure that the Internal Control is adequate and robust;

V) The annual accounts are prepared on a going concern basis;

VI) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SAFETY, HEALTH, ENVIRONMENT

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

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

Some of the key initiatives taken by the company are:

- Regular fire safety audits along with mock drills at all locations.

- Identification and implementation for additional fire safety measures for high rising buildings (beyond 15 Mtrs).

- Up-gradation of existing fire control and safety systems including training on fire prevention for employees.

- Enhanced focus on product safety and safe working practices through training programs.

- Implementation of a Zero Liquid Discharge (ZLD) project with enhanced capacity of Reverse Osmosis Plant in Denim Laundry for recycling of waste water is in progress.

- Installation of CCTV Cameras for improved surveillance system in order to capture any untoward incidents and to prevent thefts.

- Projects such as P.A.C.E (Personal Advancement and Career Enhancement) and WCP (Workplace Co-operation program) for the benefit of employees.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Directors adhere to the standards set out by the Securities and Exchange Board of India''s (SEBI) Corporate Governance practices. Your Company''s Corporate Governance Compliance Certificate is in line with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is given along with the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is given separately, forming part of this Annual Report and is in accordance with the requirements laid out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

LISTING

The equity shares of the Company are listed on the BSE Limited

(BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the listing fees to the respective stock exchanges till date. The Company''s shares are tradable compulsorily in the dematerialized form and the Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) for trading in electronic form.

Auditors

A. Statutory Auditor

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. The Audit committee of the Company has proposed on 8th August, 2018, the Board of Directors of the Company has recommended the appointment of MSKA & Associates as statutory auditors of the Company. MSKA & Associates will hold office for a period of five consecutive years from the conclusion of 15th Annual General Meeting of the Company till the conclusion of 20th Annual General Meeting to be held in the year 2023, subject to the approval of shareholders of the Company.

The Board Places on record it''s appreciation for the contribution of the outgoing Auditor M/s S R Batliboi & Associates LLP (Registration Number 101049W/E300004), Chartered Accountants during their tenure as Auditors of the Company.

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regards to the financial statements for the financial year 2017-18.

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

B. Secretarial Auditor

Pursuant to the Provisions of Section 204 of the Companies Act,

2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Nagendra D Rao, Practicing Company Secretary (CP NO:7731, FCS: 5553) to undertake the secretarial audit of the Company. The Secretarial Audit Report is given in Annexure to this Report. The Report does not contain any qualification.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In pursuance of the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings in such manner as prescribed under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars of the same are given below.

A. CONSERVATION OF ENERGY

The operations of the Company are not energy intensive. However, the Company takes continuous initiatives to curtail consumption of energy on an ongoing basis.

B. Technology absorption, adaptations and innovation

Not Applicable

C. Foreign Exchange Earnings and Outgo

Foreign Exchange earned: H75,598.57 Out go: H13,700.64

RELATED PARTY TRANSACTIONS

All related party transactions, that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company presents a statement of all related party transactions before the Audit Committee. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee. Further there are no materially significant related party transactions during the year under review made by the Company with promoters, Directors, Key Managerial Personnel or designated persons which may have a potential conflict of interest with the Company at a large.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT

In Terms of Section 134 of the Companies Act, 2013, the particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 is detailed in Notes to Accounts of the Financial Statements.

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

Your Company has in place a policy on prevention, prohibition and Redressal of Sexual Harassment and Non-discrimination at work place in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual temporary, trainees) are covered under this policy.

An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at work place.

During the year, 2 complaints of sexual harassment were received, whilst 1 of them have been investigated and resolved, 1 of them is currently under resolution.

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return to be filed with the Registrar of Companies for the financial year 2017-18 in Form MGT-9 is given as Annexure to this Report.

INTERNAL CONTROL SYSTEMS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a Corporate Social Responsibility Committee.

The Corporate Social Responsibility Policy, has formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the website of the Company at http://www.gokaldasexports.com

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

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination & Remuneration Committee is responsible for formulating criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to remuneration of Directors, Key Managerial Personnel and other senior employees.

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

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Your Company has adopted a Risk Management Policy for addressing the requirements of risk identification, risk assessment, risk mitigation plans etc., of the company.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have formulated a policy on Risk Management which can be accessed from the Website of the Company at www.gokaldasexports.com.

PARTICULARS OF EMPLOYEES

The 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 (''Rules'') in respect of remuneration and other detail is given separate statement in the Annual Report.

The remuneration paid to all key Management Personnel was in accordance with remuneration policy adopted by the Company.

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3), a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules should be provided in the Annual Report. None of the Company''s employees were covered by the disclosure requirement.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has a Vigil mechanism established Whistle Blower

Policy, as per the requirement of the Companies Act, 2013 and the Listing Regulations, to enable all employees and the directors to report in good faith any violation of the policy. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. Your Company has disclosed the details of Whistle Blower Policy on its website www.gokaldasexports.com

CODE OF CONDUCT

Your Company has laid down a Code of Conduct Policy which can be accessed on the Company''s Website: www.gokaldasexports.com

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners and associates, financial institutions and the Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment.

On behalf of the Board of Directors

For Gokaldas Exports Limited

Sd/- Sd/-

Place: Bengaluru Richard B. Saldanha Sivaramakrishnan Ganapathi

Date: 8th August, 2018 Chairman Managing Director

---

Mar 31, 2016

Financial Results (Standalone)

The Company''s performance during the year as compared with that during the previous year is summarized lahs) below:

Particulars	Year ended March 31, 2016	Year ended March 31, 2015
Revenue	115,096.52	111,629.63
EBITDA	6,558.57	6,755.45
Other Income	4,541.81	4,355.31
PBT	5,107.72	3,435.58

Review of Operations

Gokaldas Exports, on a standalone basis, has reported total revenue of Rs. 115,097 Lakhs which is 3.11% higher than that of previous year. There are positive indicators from the US markets as their economy is showing signs of improvement. Gokaldas Exports has been steadily growing in European markets despite financial stress in few countries. There is also focus on reviewing the product mix to give higher focus on products with higher margins.

The Company has maintained a positive performance and achieved higher PBT over the last year, despite the competitive pricing and cost inflations. The Company has unlocked some of its real estate assets to improve liquidity and reduce the borrowings during the financial year.

Key Cost Metrics

In order to meet the challenges of competitive pricing from the international customers, the company has taken the following initiatives during the year 2015-16:

1) Reigned the customer portfolio to focus on profitable, high volume and high growth customers

2) Discontinued non-profitable customer orders

3) Consolidated factories and optimized infrastructure

4) Rationalized cost structure across the value chain

These initiatives have resulted in improved key cost metrics as detailed below thereby leading to better performance. ^ ^ ^ ^

	FY16	Fy15
Raw Material Cost (Including inc/dec in Inventory)	51.73	48.93
Wage cost	10.58	11.35
Other Expenses	31.98	33.66
Depreciation and amortization expense	1.78	2.68
Finance costs	3.43	4.19

Wage costs form a significant part of our costs, which has seen increase in rates over the years as follows. As can be seen from the chart below, minimum wage in Karnataka has gone up 3 times over the past 8 years Rising trend in wholesale price index (WPI) also reflects continuing inflationary pressure on operating costs.

Despite the inflation, the company has reduced the manpower cost during the year.

The increase in material cost ratio is attributed to the product mix. Improved liquidity on account of unlocking real estate assets coupled with interest subvention scheme announced by the Govt, of India during the year has enabled the company to lower the finance cost.

We have undertaken substantive strategic measures to improve our performance, viz: focus on increasing share of business with existing customers, churn customer and product portfolio as required, develop new customers and markets, focus on high margin product basket, strengthen design capabilities, improve manufacturing efficiencies, and sustain focus on tighter financial management. These initiatives will help us achieve enhanced results in the coming years.

Dividend

No dividend has been recommended by the Directors for the year.

Transfer to Reserves

No amount is transferred to the Reserves.

List of Subsidiaries

Your Company has 12 subsidiary companies. The names of these companies are as follows:

i. All Colour Garments Private Limited,

ii. Deejay Trading Private Limited,

iii. Glamourwear Apparels Private Limited,

iv. Madhin Trading Private Limited,

v. Magenta Trading Private Limited,

vi. Rafter Trading Private Limited,

vii. Rajdin Apparels Private Limited,

viii. Reflexion Trading Private Limited,

ix. Rishikesh Apparels Private Limited,

x. Seven Hills Clothing Private Limited,

xi. SNS Clothing Private Limited and

xii. Vignesh Apparels Private Limited.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a statement contain ing salient features of the financial statements of the Subsidiary Companies in Form AOC-1 is given in Annexure to this report, in view of the above the Audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection at the registered office of your Company. Investors who want to have a copy of the above may write to the Company Secretary to the registered office.

Changes in Subsidiaries, Joint Ventures and Associates:

Your Company is holding 99.94% stake in the subsidiaries Companies. All the subsidiaries are wholly owned Subsidiary Companies.

Significant or Material Orders Passed by Regulators / Courts

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Deposits

During the year under review, your Company has not invited or accepted any deposits from the public under section 76 of the Companies Act, 2013 and Rules made there under.

ESOP-2010

Your Company has introduced the Employee Stock Option Scheme - 2010 in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. During the year 1,94,994 employee stock options were converted into equivalent number of equity shares. As required under SEBI (Share Based Employee Benefits Regulations, 2014), a disclosure is annexed herewith.

Share Capital

Consequent to conversion of stock options into equity shares, your Company''s Paid Up equity share capital has gone up to Rs.173,946,630 as on March 31, 2016 from 172,971,660 as on March 31,2015.

Directors and Key Managerial Personnel

During the year 2015-16, Dr. Y S P Thorat, Director, resigned from Directorship with effect from 1 st December, 2015.

The Board of Directors Places on record its sincere appreciation to Dr. Y S P Thorat for his invaluable contribution to the Company during his tenure as Independent Director.

Mr. Sumit Keshan, Chief Financial Officer has resigned with effect from 15th November, 2015.

Mr. Sathyamurthy A, Chief Financial Officer has been appointed with effect from 16th November, 2015.

Mr. P Ramababu was appointed as Vice Chairman and Managing Director with effect from 25th May, 2015.

Mr. Gautam Chakravarti, CEO and WTD has resigned with effect from 25th May, 2015.

Mr. Mathew Cyriac, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The brief resume/details relating to Director being re-appointed as stipulated under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished in the Notes forming part of Notice of the AGM.

Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration various aspects of Board''s functioning, composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

The performance evaluation of Independent Directors has been carried out. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Number of Meetings of the Board

During the year, Six Board Meetings were held on May 25, 2015, August 12, 2015, September 18, 2015, November 9, 2015, January 5, 2016 and February 12, 2016. The Particulars of Directors & their attendance during the financial year 2015-16 has been disclosed in the Corporate Governance Report forming part of this Annual Report.

Board Committee

The Company has the following committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

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

Directors'' Responsibility Statement

Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanations obtained by it confirm that:

- in the preparation of the annual accounts, for the financial year ended 31st March 2016, applicable accounting standards have been followed and no material departures have been made for the same;

- the accounting policies mentioned in Note 2 of the Notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

- the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively;

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

Safety, Health, Environment

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

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

Some of the key initiatives taken by the company are:

- Regular fire safety audits along with mock drills at all locations

- Identification and implementation for additional fire safety measures for high rising buildings

- Up-gradation of existing fire control and safety systems including training on fire prevention for employees

- Enhanced focus on product safety and safe working practices through training programs

- Implementation of a Reverse Osmosis plant in Denim Laundry for recycling of waste water

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Directors adhere to the standards set out by the Securities and Exchange Board of India''s (SEBI) Corporate Governance practices. Your Company''s Corporate Governance Compliance Certificate is in line with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is given along with the Corporate Governance Report.

Management Discussion and Analysis

Management Discussion and Analysis Report is given separately, forming part of this Annual Report and is in accordance with the requirements laid out in SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Listing

The equity shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the listing fees to the respective stock exchanges till date. The Company''s shares are tradable compulsorily in the dematerialized form and the Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) for trading in electronic form.

Auditors

a) Statutory Auditor

At the AGM held on 29th September, 2014 the Members approved the appointment of M/s S R Batliboi & Associates LLR Chartered Accountants and M/s Girish Murthy & Kumar Chartered Accountants as the Joint Statutory Auditors for a period of three (3) years from the Eleventh AGM till the conclusion of the Fourteenth AGM subject to the approval of the Audit Committee and ratification by the Members every year. As recommended by the Audit Committee, the Board has proposed the re-appointment of M/s S R Batliboi & Associates LLR Chartered Accountants and M/s Girish Murthy & Kumar Chartered Accountants as Joint Statutory Auditors f or fiscal 2016 -17.

There are no Qualification, reservation or adverse remark or disclaimer made by the auditors.

b) Secretarial Auditor

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Nagendra D Rao, Practicing Company Secretary (CP NO:7731, FCS: 5553) to undertake the secretarial audit of the Company. The Secretarial Audit Report is given in Annexure to this Report.

It has been observed that:

MR-1 in relation to appointment of Mr. R Ramababu, Vice Chairman and Managing Director has been filed belatedly.

The Board of Directors has taken note of the same and will ensure filing in time in future.

Particulars of Employees

The Statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an annexure forming part of this Annual Report.

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

In pursuance of the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings in such manner as prescribed under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars of the same are given below.

A. Conservation of Energy

The operations of the Company are not energy intensive. However, the Company takes continuous initiatives to curtail consumption of energy on an ongoing basis.

B. Technology absorption, adaptations and innovation

Not Applicable

C. Foreign Exchange Earnings and Outgo Foreign Exchange earned: Rs. 93,302 lakhs Out go :Rs. 25,233 lakhs

Related Party Transactions

All related party transactions, that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company presents a statement of all related party transactions before the Audit Committee. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee. Further there are no materially significant related party transactions during the year under review made by the Company with promoters, Directors, Key Managerial Personnel or designated persons which may have a potential conflict of interest with the Company at a large.

Particulars of Loan, Guarantees and Investment

In Terms of Section 134 of the Companies Act, 2013, the particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 is detailed in Notes to Accounts of the Financial Statements.

Disclosure under the sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013

Your Company has in place a policy on prevention, prohibition and Redressal of Sexual Harassment and Nondiscrimination at work place in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual temporary, trainees) are covered under this policy.

An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at work place.

During the year ended March 31, 2016, the ICC has received no complaints pertaining to Sexual harassment /discrimination at work place.

Extract of the Annual Return

Relevant extract of annual return to be filed with the Registrar of Companies for the financial year 2015-16 in Form MGT-9 is given as Annexure to this Report.

Corporate Social Responsibility (csr)

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a Corporate Social Responsibility Committee.

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the website of the Company at http://www.gokaldasexports.com

Remuneration Policy for the Directors, Key Managerial Personnel and other Employees

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination & Remuneration Committee is responsible for formulating criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to remuneration of Directors, Key Managerial Personnel and other senior employees.

In line with this, Board has adopted

Remuneration Policy for Directors, Key Managerial Personnel and other senior employees of the Company. The copy of policy is available on the company''s website www.gokaldasexports.com

Development and implementation of a Risk Management Policy

Your Company has adopted a Risk Management Policy for addressing the requirements of risk identification, risk assessment, risk mitigation plans etc of the company.

Risk Management Policy

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have formulated a policy on Risk Management which can be accessed from the Website of the Company at www.gokaldasexports.com

Shifting of Registered Office

Your Directors wish to inform you that, our registered office has been shifted from No. 70, Mission Road, Bengaluru - 27 to No. 16/2, Residency road, Bengaluru - 25 with effect from 11 December, 2015.Necessary intimation and filings have been made with the regulatory authorities.

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners and associates, financial institutions and the Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment.

On behalf of the Board of Directors

Richard B Saldanha

(Chairman) R Ramababu

(Vice Chairman and Managing Director)

Bengaluru 9th August, 2016

---

Mar 31, 2015

Dear Members,

We have pleasure in presenting Twelfth Annual Report on the business and operations of the Company together with Audited Results for the financial year ended March 31, 2015.

Financial Results (Consolidated)

Your Company's performance during the year as compared with that during the previous year is summarized /^s |n j^s) below: Particulars Year ended Year ended March 31, 2015 March 31, 2014

Revenue 113,749 114,709

EBIDTA 7,206 5,473

Other Income 4,355 883

PBT 3,552 (373)

Review of Operations

Gokaldas Exports, on a consolidated basis, has reported total revenue of Rs.113,749 Lakhs which is constant over previous year 2013-14. There are positive indicators from the US markets as their economy is showing signs of improvement, while European markets are looking weak with Greece imbroglio and similar stress in few other countries like France and UK. The company has successfully adopted its strategy of expanding geo-footprint to countries like Latin America and doing development work in few other countries. There is focus on reviewing product mix for higher thrust on products with higher margins.

On the profitability front, the company has shown positive performance with growth in operational profits as well as at the PBT level. Profits from operations has grown in excess of 30% in 2014-15 over 2013-14, through proactive measures towards cost & waste reduction, cost containment & margin improvement. This has helped the company post an EBIDTA of Rs.7,206 Lakhs in 2014- 15 as against Rs. 5,473 Lakhs in 2013-14. PBT for 2014-15 has also seen improvement to Rs.3,552 Crin 2014-15 as against a small loss in 2013-14 aided by one time income.

Key Cost Metrics

In the year 2014-15, there has been reduction in the key costs ratios as compared to previous year. The company had taken various measures towards creating an environment of effective cost management in the organization to keep the costs from spiraling as well as keep ourselves competitive in the market place. Among the key cost items, raw material costs to sales have reduced from 50% in 2013-2014 to48% in 2014-15, and overhead costs from 15.7% to 13.5%. There has been increase in depreciation charge due to change in accounting standard. Interest subvention was not renewed by Ministry of Commerce for the year 2014-15 leading to hike in interest costs & resultant hit to the P&L.

FY15 FY14

Raw Material Cost (Including inc/dec in Inventory) 48.0 50.0

Wage cost 33.0 29.4

Other Expenses 13.5 15.7

Depreciation and amortisation expense 3.0 2.4

Finance costs 4.0 3.5

Our strategy of cost management measures continues, which coupled with productivity enhancement initiatives would drive the overall performance improvement strategy in the coming years.

Wage costs form a significant part of our costs, which has seen increase in rates over the years as follows.As can be seen from the chart below, minimum wage in Karnataka has gone up 3 times over the past 8 years.Rising trend in wholesale price index (WPI) also reflects continuing inflationary pressure on operating costs.

We have undertaken substantive strategic measures to improve our performance, viz: focus on increasing share of business with existing customers, bring churn in customer set, develop new customers and markets, focus on high margin product basket, strengthen design capabilities, improve manufacturing efficiencies, and sustain focus on tighter financial management. These initiatives will help us achieve enhanced results in the coming years.

Dividend

No dividend has been recommended by the Directors for the year Transfer to Reserves

No amount is transferred to the Reserves. List of Subsidiaries

Your Company has 13 subsidiary companies. The names of these companies are as follows: All Colour Garments Private Limited, Deejay Trading Private Limited, Glamourwear Apparels Private Limited, Madhin Trading Private Limited, Magenta Trading Private Limited, Rafter Trading Private Limited, Rajdin Apparels Private Limited, Reflexion Trading Private Limited, Rishikesh Apparels Private Limited, Seven Hills Clothing Private Limited, SNS Clothing Private Limited, Vignesh Apparels Private Limited and RobotSystems Private Limited.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Subsidiary Companies in Form AOC-1 is given in Annexure to this report, the Audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection by any investor at the registered office of your Company and that of the subsidiary companies. Investors who want to have a copy of the above may write to the Company Secretary at the registered office.

Deposits

During the year under review, your Company has not invited or accepted any deposits from the public under section 76 of the Companies Act, 2013 and Rules made there under.

ESOP-2010

Your Company has introduced the Employee Stock Option Scheme - 2010 in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. During the year 2,18,332 employee stock options were converted into equivalent number of equity shares. As required under SEBI (Share Based Employee Benefits Regulations, 2014), a disclosure is annexed herewith.

SHARE CAPITAL

Consequent to conversion of stock options into equity shares, your Company's Paid Up equity share capital has gone upto Rs. 172,971,660 as on March 31, 2015 from 171,880,000 as on March 31,2014.

Directors

During the year 2015-16, Mr. Gautam Chakravarti, Director, resigned from Directorship with effect from 25th May, 2015 and Mr.R Ramababu has been appointed as Vice Chairman and Managing Director of the Company with effect from 25th May, 2015.

The Board of Directors places on record sincere appreciation to Mr. Gautam Chakravarti for his invaluable contribution to the Company during his tenure as Whole-time Director.

Mr. Richard B Saldanha, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The brief resume/details relating to Director being re-appointed as stipulated under Clause 49 of the Listing Agreement is furnished in the Report on Corporate Governance.

At the Board Meeting of the Company held on September 29th, 2014 the Company had appointed Mrs. Smita Aggarwal (DIN: 01478327), a woman Director as Independent Director under the Companies Act, 2013, for 5 years.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration various aspects of

Board's functioning, composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

The performance evaluation of Independent Directors has been carried out. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year, five Board Meetings were held on May 10, 2014, August 13, 2014, September 29, 2014, November 14, 2014 and February 14, 2015. The Particulars of Directors &their attendance during the financial year 2014-2015 has been disclosed in the Corporate Governance Report forming part of this Annual Report.

BOARD COMMITTEE

The Company has the following committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. CSR Committee

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

The Company's last Annual General Meeting was held on 29th September, 2014.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, the Management states that:

I) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II) They 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 and of its profits / losses for the year ended March 31,2015;

III) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

IV) They have laid down Internal Financial Controls to be followed by the Company and the Audit Committee of the Board of Directors shall ensure that the Internal Control is adequate and robust;

V) They have prepared the financial statements for the year ended March 31,2015 on a going concern basis;

VI) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Safety, Health, Environment

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

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

Some of the key initiatives taken by the company are:

- Regular fire safety audits along with mock drills at all locations

- Identification and implementation for

additional fire safety measures for high rising buildings

- Up-gradation of existing fire control and safety systems including training on fire prevention for employees

- Enhanced focus on product safety and safe working practices through training programs

- Implementation of a Reverse Osmosis plant in Denim Laundry for recycling of wastewater

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Directors adhere to the standards set out by the Securities and Exchange Board of India's (SEBI) Corporate Governance practices. Your Company's Corporate Governance Compliance Certificate is in line with Clause 49 of the Stock Exchange Listing Agreement and is given along with the Corporate Governance Report.

Management Discussion and Analysis

Management Discussion and Analysis Report is given separately, forming part of this Annual Report and is in accordance with the requirements laid out in Clause 49 of the Listing Agreement with Stock Exchanges.

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the listing fees to the respective stock exchanges till date. The Company's shares are tradable compulsorily in the dematerialized form and the Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) fortradingin electronic form.

Auditors

a) Statutory Auditor

At the AGM held on 29th September, 2014 the members approved the appointment of M/s S R Batliboi & Associates LLR Chartered Accountants and M/s Girish Murthy & Kumar Chartered Accountants as Joint Statutory Auditors for a period of three (3) years from the eleventh AGM till the conclusion

of the thirteen AGM subject to the approval of the Audit Committee and ratification by the Members every year. As recommended by the Audit Committee, the Board has proposed the re-appointment of M/s S R Batliboi & Associates LLR Chartered Accountants and M/s Girish Murthy & Kumar Chartered Accountants as Joint Statutory Auditors for fiscal 2015-16.

b) Secretarial Auditor

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Nagendra D Rao, Practicing Company Secretary (CP No :7731, ACS No & 5553) to undertake the secretarial audit of the Company. The Secretarial Audit Report is given in Annexure to this Report.

Particulars of Employees

The Statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an annexure forming part of this Annual Report

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

In pursuance of the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings in such manner as prescribed under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars of the same are given below.

A. Conservation of Energy

The operations of the Company are not energy intensive. However, the Company takes continuous initiatives to curtail consumption of energy on an ongoing basis.

B. Technology absorption, adaptations and innovation Not Applicable

C. Foreign Exchange Earnings and Outgo Foreign Exchange earned : Rs. 82,664 lakhs Out go: Rs. 21,755 lakhs

RELATED PARTY TRANSACTIONS

All related party transactions, that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. The Company presents a statement of all related party transactions before the Audit Committee. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee. Further there are no materially significant related party transactions during the year under review made by the Company with promoters, Directors, Key Managerial Personnel or designated persons which may have a potential conflict of interest with the Company at a large.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT

In terms of Section 134 of the Companies Act, 2013 the particulars of Loan, Guarantees and Investment given by the Company under Section 186 of the Companies Act, 2013 is detailed in notes to accounts of the financial statements.

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

Your Company has in place a policy on prevention, prohibition and Redressal of Sexual Harassment and Non- discrimination at work place in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual temporary, trainees) are covered under this policy.

An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at work place.

During the year ended March 31,2015, the ICC has received no complaints pertaining to Sexual harassment/discrimination at work place.

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return to be filed with the Registrar of Companies for the financial year 2014-15 is given as Annexure to this Report.

INTERNAL CONTROL SYSTEMS

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

CORPORATE SOCIAL RESPONSIBILITY

(CSR)

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee.

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

In terms of the provisions of Section 178(3) of the Act and Clause 49(IV)(B)(1) of the Listing Agreement, the NRC is responsible for formulating criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to remuneration of Directors, Key Managerial Personnel and other senior employees.

In line with this, Board has adopted

Remuneration Policy for Directors, Key Managerial Personnel and other senior employees of the Company. The copy of policy is available on the company's website www.gokaldasexports.com

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Your Company has adopted a Risk Management Policy for addressing the requirements of risk identification, risk assessment, risk mitigation plans etc of the company.

RISK MANAGEMENT POLICY

In terms of Clause 49 of the listing agreement, the Board of Directors have formulated policy on risk management which can be accessed from the website of the Company atwww.gokaldasexports.com

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners and associates, financial institutions and the Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment.

On behalf of the Board of Directors

Richard B Saldanha (Chairman) R Ramababu (VC and MD)

Bangalore 12th August, 2015

---

Mar 31, 2014

Dear Members,

The Directors present herewith the Eleventh Annual Report and the Audited Accounts for the year ended March 31, 2014.

Financial Results (Consolidated) (Rs.Lakhs)

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Revenue 114,709 98,979

Profit Before Tax (373) (10,813)

Review of Operations

Gokaldas Exports, on a consolidated basis, has reported total revenue of Rs. 114,709 Lakhs representing an increase of 15.9% over 2012-13. This growth reflects improvement in revenues from both exports as well as domestic business. The Company''s growth for the year has been in line with the growth in Indian apparel exports of 16%, (sourceAEPCforthe period April 2013-Feb 2014).

There is a positive traction seen in the US economy as well as in certain European countries. This has helped the Company in achieving its growth, in add it ion to its strategy of expanding geo -foot print to countries like LatAm and Russia.

On the profitability front, the company has shown a positive swing of INR. 104 Cr. for the year as compared to previous year, through rigorous cost management measures in addition to its strategy of revenue enhancement. While it has ended the year with a small loss of IN R 3.7 Cr, it is pertinent to note that the company has posted cash profit in excess of INR. 20 Cr. on a consolidated basis and has reported positive PBT in Q2,Q3 as well as Q4 of 2013-14.

Key Cost Metrics

There has been reduction in all the key costs ratios in the year as compared to previous year indicative of the efforts of the management to make the business structure more competitive. Among these cost items, wage costs have reduced considerably from 35.7% of sales in FY13to 29.4% in FY14, thereby improving profitability in FY14over FY13. This has been achieved, despite increase in wage rates, through higher productivity.

(% to Sales) FY14 FY13

Raw Mate rial Cost (Including inc/dec in Inventory) 50.0 50.7

Wage cost 29.4 35.7

OtherExpenses 15.7 16.3

Depreciation and amortisation expense 2.4 3.4

Finance costs 3.5 3.8

With continued cost management initiatives, coupled with productivity enhancement, the company is well placed for improved performance in the coming years.

Some of the significant cost elements have shown upward trend in the past and in the current year. Wage costs form a significant part of our costs, which has seen increase in rates over the years as follows.

For the year 2013-14, we have undertaken substantive strategic measures to improve our performance, viz, focus on increasing share of business with existing customers, selectively develop new high-potential customers and markets and build on them, bring in product diversity and strengthen design capabilities, improve manufacturing efficiencies, and sustain focus on tighter financial management. These initiatives will help us achieve enhanced results in thecomingyearstoo.

Safety, Health, Environment and Corporate social responsibility-

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

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

Some of the key initiatives taken by the company a re-

Regular fire safety audits along with mock drills at all locations Identification and implementation for additional fire safety measures forhigh rising buildings Up-gradation of existing fire control and safety systems including training on fire prevention for employees Enhanced focus on product safety and safe working practices through training programs Implementation of a Reverse Osmosis plant in Denim Laundryfor recycling of wash water

Dividend

No dividend has been recommended by the Directorsforthe year.

Transfer to Reserves

DuetothelosssustainedbytheCompany no amount is transfer red to the Reserves.

List of Subsidiaries

Your Company has 13 subsidiary companies. The name of these companies is as follows: All Colour Garments Private Limited, Deejay Trading Private Limited, Glamourwear Apparels Private Limited, Madhin Trading Private Limited, Magenta Trading Private Limited, Rafter Trading Private Limited, Rajdin Apparels Private Limited, Reflexion Trading Private Limited, Rishikesh Apparels Private Limited, Seven Hills Clothing Private Limited, SNS Clothing Private Limited, Vignesh Apparels Private Limited and

Robot Systems Private Limited.

In terms of the specific approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, and in terms of the general permission granted by the Centra I Government to all companies vide General Circular No. 3/2011 dated February 21, 2011, the Audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection by any investor at the registered office of your Company and that of the subsidiary companies. Investors who want to have a copy of the above may write to the Company Secretary at the registered office.

Fixed Deposits

During the year under review, the Company has neither accepted nor renewed any deposits from public within the meaning of Sections 58A a nd58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the standards set out by the Securities and Exchange Board of India''s (SEBI) Corporate Governance practices and accordingly have implemented all the major stipulations prescribed. Your Company''s Corporate Governance.

Compliance Certificate in line with Clause 49 of the Stock Exchange Listing Agreement is given along with the Corporate Governance Report.

Management Discussion and Analysis

Management Discussion and Analysis Report is given separately, forming part of this Annual Report and is in accordance with the requirements laid out in Clause 49 of the Listing Agreement with Stock Exchanges.

Employee Stock Options Scheme

GEL Employee Stock Options Scheme 2010 has been approved by the shareholders. The Compensation Committee of the Board met on May 20th, 2013 and February 1st, 2014 and granted the stock options to identified employees.

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the listing fees to the respective stock exchanges till date. The Company''s shares are tradable compulsorily in the dematerialized form and the Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) fortrading in electronic form.

Directors

During the year 2013-14 the Composition of the Board remains same. Mr. Gautam Chakravarti, Director retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himselfforre- appointment.

In terms of Sections 149,152 and other applicable and related provisions of the Companies Act, 2013 read with Rules made thereunder, retirement by rotation shall not applyto Independent Directors. In order to comply with the statutory requirements, the Independent Directors Mr. Arun. K. Thiagarajan, Mr. Jitendrakumar H. Mehta and Dr. Yashwant S.Thorat are being recommended for appointment for a term upto five consecutive years, on a non-rotational basis.

Details of the proposals of appointment

or re-appointment as applicable are mentioned in the Explanatory Statement under Section 102 of the Companies Act 2013 in the Notice to the 11th Annual General Meeting. Necessary resolutions are being placed before the shareholders forapproval.

Auditors

The Company''s Joint Auditors, M/s S.R. Batliboi & Associates LLP Chartered Accountants and M/s Girish Murthy & Kumar Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the requisite certificate from them pursuant to Sect ion 141 (3)(g) of the Companies Act, 2013. The Audit Committee of the Board has recommended their re-appointment for a period of 3(three) years from the conclusion of this Annual General Meeting till 2017 AGM. The necessary resolution is being placed before the share holders for approval.

Particulars of Employees

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees), Rules, 1975, the names and other particulars of employees are set out in the Annexureto the Directors''Report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA)of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, the Management statesthat:

I) In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to materialdepartures, if any,

II) They 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 and of its profits / losses for the year ended March 31, 2014,

III) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities,

IV) They have prepared the financial statements for the year ended March 31, 2014 on a going concern basis.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo In pursuance of the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given below.

A. Conservationof Energy

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on a continuous basis.

B. Technology absorption, adoptions and innovation

Not Applicable

C. Foreign Exchange Earnings and Outgo

Foreign Exchange earned : Rs. 88,425 lakhs

Outgo :Rs. 20,188 lakhs

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners and associates, financial institutions and the Central and State Governments for their consistent support and encouragement to the Company I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment.

On behalf of the Board of Directors

Richard B Saldanha (Chairman) Gautam Chakravarti (CEO)

Bangalore 13th August, 2014

---

Mar 31, 2013

The Directors present herewith the Tenth Annual Report and the Audited Accounts for the year ended March 31, 2013.

(Rs In lakhs)

Particulars Year ended Year ended March 31, 2013 March 31, 2012

Revenue 98,979 1,03,020

Profit Before Tax (10,813) (13,162)

Profit after Tax (10,944) (13,237)

Review of Operations

Gokaldas Exports, on a consolidated basis, has reported total sales of Rs. 98,979 Lakhs representing a decline of 3.9% over 2011- 12. From a merchandise sales point of view, FY2012-13 has shown a growth of 1% over the previous year.

On a macroeconomic environment basis, India''s apparel industry has declined by 5% to $ 12.9 billion in 2012-13. This is mainly due to sluggish demand in western markets. The US and Europe, which together account for the bulk of the country''s apparel exports, faced a weak economic scenario, which has hurt the prospects of garment manufacturers globally.

In this challenging environment, the Company has focused its efforts towards the export market and achieved a growth of 1.5% in the year 2012-13. Consequently export sales as percentage of total sales has shown a growth of 2.3%.

Growth Metrics (In INR lakhs) FY12 FY13 Gr %

Merchandise Sales 73,951 75,082 1.5%

Export as % of total sales 79.3% 81.6% 2.3%

Key Costs and their impact on profitability

From a cost point of view, there has been a decrease in total expenses in FY13 by 5.5%.This has been achieved through various cost control measures taken during the year. While the year has been impacted by increase in wage costs and general inflation, this has been offset by lower raw material costs, finance costs and other manufacturing & admin costs.

(Rs. In lakhs)

Key Costs FY12 FY13 % change

Raw Material Cost(Including increase /decrease in Inventory) 57,662 50,630 -12.2%

Wage cost 33,245 35,672 7.3%

Other Expenses 17,631 16,319 -7.4%

Depreciation and amortisation expense 3,696 3,409 -7.8%

Finance costs 3,949 3,761 -4.8%

Total Expenses 1,16,183 1,09,792 -5.5%

The upward trends in Wage costs and inflation are evident from exhibits given below:

The trend in wholesale price index (WPI)indicates significant inflationary pressure on operating costs.

However due to decline in revenues and pricing pressure from customers, the company has not been able to absorb the total cost resulting in PBT of Rs. (10,813)Lakhs for FY13, which is lower by 18% as compared to previous year PBT of Rs. (13,162) Lakhs.

For the year 2013-14, we have undertaken necessary measures to improve our performance. Some of these are - focus on increasing share with existing customers, selectively develop new customers and build on them, bring in product diversity, improving manufacturing efficiencies and sustaining the focus on tighter financial management. These initiatives along with improved productivity measures will help us achieve better results in the coming year.

Safety, Health, Environment and Corporate social responsibility-

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

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

Some of the key initiatives taken by the company are-

- Regular fire safety audits along with mock drills at all locations

- Identification and implementation for additional fire safety measures for high rising buildings

- Up gradation of existing fire control and safety systems

- Continuous training on fire prevention and control to employees

- Enhanced focus on product safety and safe working practices through training programs

Dividend

No dividend has been recommended by the Directors for the year.

Transfer to Reserves

Due to the loss sustained by the Company no amount is transferred to the Reserves.

List of Subsidiaries

Your Company has 13 subsidiary companies. The name of these companies is as follows: All Colour Garments Private Limited, Deejay Trading Private Limited, Glamourwear Apparels Private Limited, Madhin Trading Private Limited, Magenta Trading Private Limited, Rafter Trading Private Limited, Rajdin Apparels Private Limited, Reflexion Trading Private Limited, Rishikesh Apparels Private Limited, Seven Hills Clothing Private Limited, SNS Clothing Private Limited, Vignesh Apparels Private Limited and Robot Systems Private Limited.

In terms of the specific approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, and in terms of the general permission granted by the Central Government to all companies vide General Circular No. 3/2011 dated February 21, 2011, the Audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection by any investor at the registered office of your Company and that of the subsidiary companies. Investors who want to have a copy of the above may write to the Company Secretary at the registered office.

Fixed Deposits

During the year under review, the Company has neither accepted nor renewed any deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Directors adhere to the standards set out by the Securities and Exchange Board of India''s (SEBI) Corporate Governance practices and accordingly have implemented all the major stipulations prescribed. Your Company''s Corporate Governance Compliance Certificate dated July 27, 2011 in line with Clause 49 of the Stock Exchange Listing Agreement is given along with the Corporate Governance Report.

Management Discussion and Analysis

Management Discussion and Analysis Report is given separately, forming part of this Annual Report and is in accordance with the requirements laid out in Clause 49 of the Listing Agreement with Stock Exchanges.

ESOPs

GEL ESOP Scheme 2010 has been approved by the shareholders. Stock options are yet to be granted.

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India of India Limited (NSE). The Company has paid the listing fees to the respective stock exchanges till date. The Company''s shares are tradable compulsorily in the dematerialized form and the Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) for trading in electronic form.

Directors

In the current fiscal 2013-14 Mr. N. Rangachary tendered his resignation to the Board of Directors due to hisother commitments. The Board of Directors at their meeting held on May 4, 2013 has accepted his resignation. During theyear under review, Mr. Prince Asirvatham, Mr. Partha Sarkar and Mr. Akhilesh K Gupta, had tendered their resignation to the Board of Directors. The Board of Directors at their meeting held on July 27, 2012 accepted their resignation.

The Board would like to take this opportunity to thank the outgoing directors for their invaluable contribution and guidance to steer through these challenging times.

During the year under review, Mr. Richard Saldanha and Mr. J. H. Mehta, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The detailed profile of the Directors seeking reappointment is mentioned in the notice of the ensuing Annual General Meeting.

Auditors

The Company''s Joint Auditors, M/s S.R. Batliboi & Co. LLP Chartered Accountants and M/s Girish Murthy & Kumar Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the requisite certificate from them pursuant to Section 224(1B) of the Companies Act, 1956, confirming their eligibility for re-appointment as Auditors of the Company.

Particulars of Employees

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees), Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors'' Report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, the Whole- time Management state that:

I) In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II) They 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 and of its profits for the year ended March 31, 2013;

III) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

IV) They have prepared the financial statements for the year ended March 31, 2013 on a going concern basis.

Due to the loss sustained by the Company no amount is transferred to the Reserves. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

In pursuance of the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below.

A. Conservation of Energy

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the o f energy on continued basis.

B. Technology absorption, adaptations and innovation

Not Applicable

C. Foreign Exchange Earnings and Outgo

Foreign Exchange earned: :Rs.78,131.77 lakhs Out go : Rs. 22,129.89 lakhs Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment.

On behalf of the Board of Directors

Richard B Saldanha

(Chairman)

Bangalore Gautam Chakravarti

July 31, 2013 (CEO)

---

Mar 31, 2012

The Directors present herewith the Ninth Annual Report and the Audited Accounts for the year ended March 31,2012

Financial Results (Consolidated) (Rs, in Lakhs)

Particulars Year ended Year ended March 31,2012 March 31,2011

Sales 1,03,020 1,16,101

Profit Before Tax (13,162) (8,812)

Less: Provision for Tax 75 336

Extraordinary Items - (531)

Profit after Tax (13,237) (9,007)

Review of Operations

Gokaldas Exports, on a consolidated basis, has reported total sales of Rs. 1,03,020 Lakhs in 2011-12 as against Rs 1,16,101 Lakhs in 2010-11 representing a de-growth of 11.2% over 2010-11.

The demand situation in the global apparel industry has not shown any improvement during the year. Economic Conditions across our major markets particularly in Europe has was sender, affecting consumer confidence. Many of the global apparel brands are experiencing demand contraction which has led to lower buying clearly indicating sluggishness in the market.

The Company has been able to show growth in EBITDA in these unfavorable conditions. The EBITDA before forex gain/loss has improved from a loss of Rs. (2,930) lakhs in 2010-11 to a profit Rs. 1,190 laksh in 2011-12.

EBIDTA (In INR lakhs) FY 11 FY 12

EBITDA before forex gain / loss -2,930 1,190

In this challenging environment, the company has focused its efforts towards the domestic market and achieved a growth of 35% in the year 2011-12.

Growth in domestic business (in INR lakhs) FY11 FY12 Gr% Domestic Sales 11,310 15,370 35%

Key Costs and their impact on profitability

This year has seen increase in overall costs driven by increase in wage costs and high general inflation. These trends are evident from exhibits given below.

The bend in wholesale price index (WPI) indicates significant infilation any pressure on operating costs.

Notwithstanding the above, the company has been able to shop substantial reduction in costs by focusing on various cost optimization measures for manufacturing as well as non-manufacturing expenses this is reflected in the following table.

(Rs in Lakhs)

Key Costs FY11 FY12 % Change

Raw Material Cost 62,330 57,150 -8.3%

Wage Cost 34,410 33,240 -3.4%

Consumption of Consumables, Stores and spares 1,605 1,100 -31.5%

Power and fule 2,295 2,062 -10.0%

Other Manufacturing expenses 1,360 716 -47.4%

The company has also got adversely impacted by a decline in its export incentives in 2011-12 mainly due to reduction in export incentives rates specified by the government of India.

(Rs.In lakhs)

Exports Incentive FY11 FY12

Total Merchant Sales 1,16,100 1,03,020

Export Incentive 5,620 3,340

% of revenue 4.8% 3.2%

As a industry, representations have been made to the government for providing support to our industry which will help in meeting the twin goals of boosting country's exports and creating employment.

Profitablity in FY 12 has been materially impacted due to a one-time change of Rs. 4,660 lakhs, on account of the revised estimate of carrying value of old inventory in Q4 FY12. This resulted in a PBT of Rs. (13,100 lakhs for FY12, as compared to PBT of Rs.(9,300) lakhs last fiscal. However, these charges are non-recurring in nature.

Reduction in Net borrowings

Our efforts on cash flow management have been fruitful during the year. The net borrowings have come down significantly by 28% from Rs.26,413 lakhs as of April 2011 to Rs. 19,000 lakhs as of March 2012. This has been achieved through profitability improvement as well as better working capital management. Quarterly brend of the net borrowings can be seen in the chart below:-

Through these efforts the Company has been able to reduce the Interest Costs for the Year bye 28% over previous year. This trust will continue during the coming years.

(Rs in lakshs)

Interest Cost Savings FY11 FY12

Interest Cost 3,639 2,602

For the year 2012-13, we have undertaken certain key measures to improve our performance. Some of these are-focus on increasing share with existing customers, develop now customers and build on them, bring in product diversity, improving manufacturing efficiencies and sustaining the focus on tighter financial management. These initiatives along with improved productivity measures will help us achieve better results in the coming year.

Safety, Health, Environment and Corporate social responsibility-

We, as a responsible manufacture, are committed to take adequate measures related to environment, employees health and safety in developing, Manufacturing, storing, handing and distribution of our products. it is our responsibly to provide a workplace free from accidents, injuries and exposure to hazardous substances, conserve natural resources and prevent pollution to protect the environment.

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

Some of the Key initiatives that Company took in this year are-

- Natural resources conservation in our manufacturing facilities, eg, use of solar power for peripheral lighting, LED lights in selected applications.

- Rein forcemeat of fire safety arrangements

- Free medical checkup / vaccination programs for the employees

- Training and seminars on various health and wellness topics.

- Projects such as HER (Health Enable Returns) carried our in co-ordination with the team of Doctors form St Johns Medical College Bangalore.

- Awareness programs for Women employees on various topics viz. Such as Nutritional food, Ergonomics, Domestic Violence, Reproductive health, Child & Mother health care, and HIV & AIDS.

- Summer camps organized for chicken of our factory employees

- Scholarship programm for employees chicken as an education support initiative.

Dividend

No dividend has been recommended by the Directors for the year.

Transfer to Reserves

Due to the loss sustained by the Company no amount is transferred to the Reserves.

List of Subsidiaries

Your Company has 13 subsidiary companies. The name of these companies is as under: All colour Garments private Limited, Deejay Trading Private Limited, Glamourwear Apparels private Limited, Madhin Trading Private Limited, Magenta Trading Private Limited, Ratter Trading Private Limited, Rajdin Apparels Private Limited, Reflexion Trading Private Limited, Rishikesh Apparels Private Limited, Seven Hills Clothing Private Limited, SNS Clothing Private Limited, Vignesh Apparels Private Limited sand Robot Systems Private Limited.

In terms of the Specific approval granted by the Central Government under section 212(8) of the Companies Act, 1956 and in terms of the general permission granted by the Central Government to all companies vide General Circular No. 3/2011 dated February 21,2011, the Audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection by any Investor at the registered office of your company and that of the subsidiary companies. Investors who want to have a copy of the above my write to the Compliance Officer at the registered office.

Fixed Deposits

During the year under review, the company has neither accepted nor renewed any deposits from public within the meaning of sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Directors adhere to the standards set our by the securities and Exchange Board of India's (SEBI) Corporate Governance Practices and accordingly have implemented all the major stipulations prescribed. Your Company's Corporate Governance Compliance Certificate dated July 27, 2011 in line with clause 49 of the stock Exchange Listing Agreement is given along with the Corporate Governance Report.

Management Discussion and Analysis

Management Discussion and Analysis Report is given separately, forming part of this Annual Report and is in accordance with the requirements laid out in Clause 49 of the Listing Agreement with Stock Exchanges.

ESOP's

GEL ESOP Scheme 2010 was approved by the shareholders all the previous annual general meeting. Stock Options are yet to be granted.

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (BSE) and National Stock Exchange of India Limited (NSE). The company has paid the listing fees to the respective stock exchanges till date. The Company's shares are tradable compubority in the dematerialized form and the company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository services India Limited (CDSL) for trading in electronic form.

Directors

During the year under review, there are no changes in the composition of the Board of Directors of the Company.

During the current fiscal 2012-13, Mr Prince Asivartham, Mr partha Sarkar and Mr Akhilesh K Gupta, have tendered there resignation to the Board of Directors, due to preoccupation. The Board of Directors at their meeting held on July 27,2012 has accepted their resignation.

The Board would like to take this opportunity to thank outgoing Director Mr. Prince Asirvatham. He brought unique focus on governance during Audit Committee and Board Meetings, and provided valuable while helping management efforts in turning around the business. He has helped us steer the company through some turbulent times towards a path of sustainable growth.

The Board would also like to place on record our almost appreciation of the contribution made by Mr Partha Sarkar during his tenure as Director of the Company. He has been an active participant at the Board Meetings of the Company, provided alternate views on some of the critical aspects of managing the Company, helped bring cash flow focus as well as provided deep insights into better process management on key issues. His governance focus has helped us in our efforts towards change management particularly over the past 18 months.

Finally, the Board would like to thank Mr. Akhilesh K Gupta for devoting his valuabe time to help the company focus on key deliverables, build organisation capability and good governance, and particularly, his unstimted support during difficult times.

During the year under review, Mr Arun K Thiagarajan and Mr N Rangachary, Directors retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment. The detailed profile of the Directors seeking reappointment is mentioned in the notice of the ensuing Annual General Meeting.

Auditors

The Company's Joint Auditors, M/s S.R. ballibai & Co., Chartered Accountants and M/s Girish Murthy & Kumar Chartered Accountants hold office upto the coaclusion of the ensuing Annual General Meeting. The Company has received the requisite certificate from them pursuant to section 224(1B) of the Companies Act, 1956 confirming their eligibility for re-appointment as Auditors of the Company.

Particulars of Employees

In accordance with the provisions of section 217 (2A) read with companies (Particulars of Employees), Rules, 1975, the name and other particulars of employees are set our in the Annexure to the Director's Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, the Whole-time Management State that:

I) In the preparation of the annual accounts for the year ended March 31,2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

II) They 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 and of its profits for the year ended March 31,2012;

III) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provision of this Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

IV) They have prepared the financial statements for the year ended March 31,2012 on a going concern basis.

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

In Pursuance of the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the Particulars Relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below

A. Conservation of Energy

The operations of the company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptations and innovation

Not Applicable

C. Foreign Exchange Earnings and Outgo

Foreign Exchange earned : Rs 74,819.93 lakhs

Out go : Rs 16,939.50 lakhs

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners / associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. we are sure you will join our Directors in Conveying our sincere appreciation to all employees of the Company for their hard work and commitment.

On behalf of the Board of Directors

Richard B Saldanha

(Chairman)

July 27,2012 Gautam Chakravarti

Bangalore (CEO)

---

Mar 31, 2011

Dear Members,

The Directors are pleased to present the Eighth Annual Report and the Audited Accounts for the year ended March 31, 2011.

Financial Results (Consolidated) (Rs. in lakhs)

Particulars Year ended Year ended March 31,2011 March 31, 2010

Sales 1,08,188 1,07,239 Profit Before Tax (8,812) (388)

Less: Provision for Tax 336 206

Extraordinary Items (531) -

Profit after Tax (9,007) (182)

Balance Brought Forward from last year 17,976 18,158

Amount available for Appropriation 8,969 17,976

Appropriations:

Proposed Dividend - -

Balance carried Forward 8,969 17,976

Review of Operations

Gokaldas Exports, on a consolidated basis, has reported a total sales of Rs.1,08,188 lacs in 2010-11 as against Rs.1,07,239 lacs in 2009-10 representing a growth of 1% over 2009-10.

The demand situation in the global apparel industry has not improved significantly during the year. Economic conditions across our major markets in Europe and USA continue to be relatively uncertain, affecting consumer confidence. Global retailers are hence cautious in placing orders. High volatility in raw material prices has been an additional cause of concern during the financial year. Consumers are looking for “value for money” products and global companies are stressing on controlling costs and reducing inventories.

There has been a decline in garments export from India to the tune of 6.2% in 2010, which reflects the weak global demand.

Our Company has been able to show nominal growth in sales turnover in these difficult trading conditions. This has been achieved through initiatives of new customer acquisition and shift to higher value products. Besides, we adopted renewed focus on enhancing our business with Indian retailers.

In addition to the market situation, some of the other environmental factors which have affected our financial performance have been volatile cotton prices, surge in wage rates and other operating costs driven by domestic inflation, reduction in export benefits and currency appreciation. The impact of these factors is discussed in the following sections.

The increase in raw material cost, labour costs and other operating expenses have not resulted in increased product prices due to overall depressed demand situation, adversely affecting our margins.

This unprecedented escalation in cotton prices have resulted in a commensurate increase in fabric prices.

Appreciating Rupee has been another key factor affecting profitability of all exporters. The Rupee-US Dollar parity has moved in favor of the Rupee by 4.6% between June 2010 and March 2011. Trend of Re-USD and Re-Euro for past two years is given alongside.

There have also been certain changes in the exports incentives given by the Government of India during the year. Pursuant to this, there has been reduction in export benefits for the Apparel Industry. This change has hurt the competitiveness of the exporters in the industry vis-…-vis other countries.

Our efforts on working capital management have been fruitful during the year. We have achieved a reduction of Rs. 2,832 lacs in Secured Loans, which has come down from Rs. 34,489 lacs as of March 31, 2010 to Rs. 31,657 lacs as of March31, 2011. Inventory holding period has also been reduced by 22% from 207 days in 2009-10 to 161 days in 2010-11 Similarly, Sundry Debtors have also come down by 13%.

In April 2010, there was a fire incident in one of our warehouses against which we had lodged an insurance claim for Rs. 3,764 lacs. The Insurance Company settled this claim for Rs. 3,233 lacs, resulting in a one - time loss of Rs. 531 lacs in 2010-11.

For the year 2011-12, we have undertaken certain key measures to improve our performance. Some of these are – focus on increasing share with existing customers and realizing better value, new customer acquisition, improving manufacturing efficiencies and sustaining the focus on tighter financial management. These initiatives along with improved productivity measures will help us post better results in the coming year.

Dividend

No dividend has been recommended by the Directors for the year.

Subsidiary Companies

As required under Accounting Standard 21, Consolidated Financial Statements incorporate the results of the following subsidiary companies.

List of Subsidiaries

All Colour Garments Private Limited, Deejay Trading Private Limited, Glamourwear Apparels Private Limited, Madhin Trading Private Limited, Magenta Trading Private Limited, Rafter Trading Private Limited, Rajdin Apparels Private Limited, Reflexion Trading Private Limited, Rishikesh Apparels Private Limited, Seven Hills Clothing Private Limited, SNS Clothing Private Limited, Vignesh Apparels Private Limited and Robot Systems Private Limited

In terms of the specific approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, and in terms of the general permission granted by the Central Government to all companies vide General Circular No. 3/2011 dated February 21, 2011, the Audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection by any investor at the registered office of your Company and that of the subsidiary companies.

Investors who want to have a copy of the above may write to the Company Secretary at the registered office.

Fixed Deposits

During the year under review, the Company has neither accepted nor renewed any deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Directors adhere to the standards set out by the Securities and Exchange Board of India's (SEBI) Corporate Governance practices and accordingly have implemented all the stipulations prescribed. Your Company's Corporate Governance Compliance Certificate dated July 27, 2011 in line with Clause 49 of the Stock Exchange Listing Agreement is given along with the Corporate Governance Report.

Management Discussion and Analysis

Management Discussion and Analysis Report is given separately, forming part of this Annual Report and is in accordance with the requirements laid out in Clause 49 of the Listing Agreement with Stock Exchanges.

ESOP's

GEL ESOP Scheme 2010 was approved by the shareholders at the previous annual general meeting. Stock options are yet to be granted.

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The company has paid the listing fees to the respective stock exchanges till date. The Company's shares are tradable compulsorily in the dematerialized form and the Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) for trading in electronic form.

Directors

Mr Madanlal J Hinduja, Executive Chairman, stepped down from the Board on January 15, 2011. Mr Rajendra J Hinduja, Managing Director and Mr Dinesh J Hinduja, Executive Director, also stepped down from the Board effective March 31, 2011.

Mr Gautam Chakravarti was appointed as Additional Director effective February 3, 2011 and as Whole-time Director & Chief Executive Officer effective April 1, 2011. Brief profile of Mr Gautam Chakravarti and the remuneration payable to him is detailed in the notice convening the Annual General Meeting.

Mr Richard B Saldanha was appointed as Additional Director effective April 1, 2011 and as Non-Executive Chairman of the Board effective May 25, 2011.

Mr Arun K Thiagarajan, Mr J H Mehta and Mr Rangachary N retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The detailed profile of the Directors is mentioned in the notice of the ensuring Annual General Meeting.

Auditors

The Company's Joint Auditors, M/s S.R. Batliboi & Co., Chartered Accountants and M/s Girish Murthy & Kumar Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the requisite certificate from them pursuant to Section 224(1B) of the Companies Act, 1956, confirming their eligibility for re-appointment as Auditors of the Company.

Particulars of Employees

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees), Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors' Report is being sent to all members of the Company excluding the aforesaid information about the employees. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered / Corporate Office of the Company and the same shall be provided by the Company.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, the Whole- time Management state that:

I) In the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II) They 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 and of its profits for the year ended March 31, 2011;

III) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

IV) They have prepared the financial statements for the year ended March 31, 2011 on a going concern basis.

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

In pursuance of the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below

A. Conservation of Energy

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptations and innovation

Not Applicable

C. Foreign Exchange Earnings and Outgo

Foreign Exchange

earned : Rs 89,880 lacs

Out go : Rs 17,964 lacs

Acknowledgments and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment.

On behalf of the Board of Directors

Gautam Chakravarti Director & CEO Bangalore July 27, 2011

---

Mar 31, 2010

The Directors are pleased to present their Seventh Annual Report on the business and operations of your company for the year ended 31st March, 2010.

Financial Results (Rs. In lakhs)

Particulars Year ended Year ended

March 31,2010 March 31, 2009

Sales 1,06,874.26 1,09,213.30

Profit Before Tax (453.23) 345.00

Less: Provision for Tax: 260.00 8.53

Prof it after Tax (193.23) 336.47

Balance brought forward from last Year 18,087.55 17,751.08

Amount available for appropriation 17,894.32 18,087.55

Appropriations:

Proposed dividend - -

Corporate dividend tax - -

General Reserve - -

Balance carried forward 17,894.32 18,087.55

The company reported turnover of Rs 1,06,874.26 lakhs ( Standalone) for the year ending March 31, 2010 and loss after tax Rs 193.23 Lakhs, the reasons for the same were explained under Operations Review in details.

Operations Review

The global textile and clothing trade has undergone a sea-change in recent times. The economic recession in major importing countries last year and the gradual revival of the business optimism in the first few months of the current year have paved the way for consolidation in major producing countries like China and India and relatively new entrants like Vietnam.

There is no doubt that a number of macro issues are ailing the apparel export industry today, like,

a) Escalating cotton fabric prices which are more than 40% higher than a few months ago.

b) Appreciating currency against both USD and the Euro, which have seen 4.2% and 10% hardening respectively, since January 1, 2010. See Graphs F & G.

c) Rising wage rates.

d) Shortage of labour as NREGA scheme takes a toll.

e) Government apathy, with no relief or support directly to the industry.

Combined together, these immediate concerns have affected the competitiveness of the industry by around 25%.

Material Cost & its Impact on the Profitability

Rs. In Crores

FY 2010 FY 2009

Export Sale of Garments 929.93 991.21

Domestic Sale of Garments 70.64 72.13

Sale of Raw Materials 64.86 24.05

Total Sales 1,065.43 1,087.39

Material Cost 654.78 581.43

Material Cost % 61% 53%

Increase in Material Cost is 8%

S.No Product FY 2010

Qty. UVR Amount %

1 Outerwear 41.92 722.47 30,285.03 30%

2 Active wear 3.06 614.33 1,879.91 2%

3 Bottom wear 148.88 323.90 48,223.71 48%

4 Casual wear 80.56 208.75 16,817.18 17%

5 Babies Garments 11.53 247.09 2,848.51 3%

6 Others 0.14 17.21 2.49 0%

286.10 349.73 100,056.82

S.No Prduct FY 2009

Qty. UVR Amount %

1 Outer Wear 35.92 800.10 28,739.23 29%

2 Active wear 5.15 280.99 1,445.74 1%

3 Bottom wear 156.25 365.27 57,074.97 57%

4 Casual wear 34.22 275.23 9,417.24 9%

5 Babies Garments 9.68 251.71 2,436.38 2%

6 Others 23.19 311.35 7,221.37 7%

S264.41 402.16 106,334.94

Drop in unit value realisations is 13%

Ironically, at this point of time the industry is not short of business. In fact, predictions are that by October, 2010, India will run out of capacity. The challenge, of course, is meeting the price points.

Even with orders pouring in from the major export markets (the U.S. and E.U.) the Indian apparel exporters are not able to cash in on the opportunity due to the unprecedented rise in cotton prices.

Wage hike, labour shortage because of alternative opportunities elsewhere,

and skilling the unskilled are the new constraints of the garment industry.

Added to the above,

1. Recessionary trends,

2. Low prices,

3. Hardening Rupee

4. Reducing incentive.

There has been significant learning from the market upheavals of the last 2 years.

Focus on Cost Reduction, Increasing Productivity and Working Capital Improvement are higher than ever before with significant improvements in sight.

The company is now in a cautious ramping up of resources so as to leverage from the sharp market recovery expected in the next few months. The company has adequate internal control systems as part of the Management Information System in place. Regular productivity audits are being conducted in all fronts and we feel confident that in the latter part of 2010-11 markets will take a turn for the better and the company will swing to better performance.

Fire at Yeshwanthpur Fabric Godown

In the early hours on April 16, 2010 a fire broke out in our Yeshwanthpur Fabric godown. An electric short circuit is suspected to have caused the fire. This grew into a big fire and about 70% of the godown was gutted. About 40 lakhs meters of fabric has been burnt. About 20 fire tenders were put into service & with their dedicated efforts the fire was brought under control and extinguished by 10 AM in the morning.

The godown was insured and the necessary insurance claim has been filed. As a consequence of this fire we lost 3 weeks of production time, as we had to wait for the supply of the fresh fabric.

Dividend

Despite the recovery trends, the profitability achieved during the year has been less than that of the previous year. Our Directors felt it appropriate to conserve the cash reserves and therefore do not recommend any dividend for this year.

Subsidiary companies

In line with the requirements of Accounting Standard AS - 21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its subsidiaries.

In terms of the Central Government approval under Section 212(8) of the Companies Act, 1956, the audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report.

The Financial Statements of the said subsidiaries will be kept for inspection by any investor at the registered office of your Company and that of the subsidiary companies. Investors who want to have a copy of the above may write to the Company Secretary at the registered office.

List of the Subsidiaries

1 All Colour Garments Private Limited

2 Deejay Trading Private Limited

3 Glamourwear Apparels Private Limited

4 Madhin Trading Private Limited

5 Magenta Trading Private Limited

6 Rafter Trading Private Limited

7 Rajdin Apparels Private Limited

8 Reflexion Trading Private Limited

9 Rishikesh Apparels Private Limited

10 Seven Hills Clothing Private Limited

11 SNS Clothing Private Limited

12 Vignesh Apparels Private Limited

13 Robot Systems Private Limited

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India of India Limited (NSE). The company has paid the listing fees to the respective stock exchanges upto date. The Companys shares are tradable compulsorily in the dematerialized form and the Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) for trading in electronic form.

Directors

During the year Shri Ranjan Pant resigned form the Board w.e.f. May 5, 2009 and Shri N Rangachary and Shri Partha Sarkar were appointed as Directors w.e.f. effect from July 13, 2009.

The profile of the Directors appointed during the year is mentioned below:

Shri N Rangachary

Shri N Rangachary is Fellow member of Institute of Chartered Accountants of India (FCA), Fellow Member of Institute of Company Secretaries of India (FCS) and Fellow member of Institute of Cost & Works Accountants of India (ACWA) & Honorable Fellow Actuarial Society of India

Mr. N Rangachary was selected as Indian Revenue Service Officer in 1960 and retired in July 1996 as Chairman, Central Board of Direct Taxes. Besides, he served as

(i) Additional Secretary in the Department of Space,

(ii) Financial Advisor to the United India Insurance Company Ltd.,

(iii) Chairman, Insurance Regulatory and Development Authority of India from August 1996 to June 2003.

(iv) The Controller of Insurance, Government of India,

(v) Chairman Tariff Adivisory Committee.

(vi) Advisor to the Government of Andhra Pradesh on Finance, Risk

Management and Insurance from October 2003 to November 2008.

In recognition of Shri N Rangacharys contribution to the insurance reforms in India, the International Insurance Council USA, honored him with International Insurance Award for the year 1999-2000.

Shri N Rangachary also holds directorship in the following Companies as on March 31, 2010:

(i) MAX India Limited

(ii) RT Exports Limited

(iii) Shriram EPC Limited

(iv) Take Solutions Limited

(v) Shriram properties Limited

(vi) AIG Trustee Co (India) Pvt Limited

(vii) Cecilia Healthcare Services Pvt Ltd

(viii) Tiger Warehouse Cold Chain Pvt Ltd

(ix) Equitas Micro Finance (India) Pvt Ltd

(x) MTAR Technologies Pvt Ltd

(xi) Root Multiclean Ltd

Shri N Rangachary is also a member of Max India Limited and AIG Trustee Co (India) Pvt Ltd Audit Committees.

Shri N Rangachary does not hold any shares in the Company.

Shri Partha Sarkar

Shri Partha Sarkar holds a Bachelor Degree in Technology and an MBA from the Indian Institute of Management, Ahmedabad.

He is having 34 years of experience in business with 21 years with the well- known Tata Group of companies in diverse industries.

Shri Partha Sarkar worked for Hindustan Unilever Ltd. He joined Tata Administrative Services in the year 1975 and worked with the Tata Group till 1996 under various capacities. He was Group Strategic Planning Manager in Tata Group. He worked with Escorts Limited as CEO & Managing Director from 2000 - 2008.

Presently, Shri Partha Sarkar is running own management consulting business, focusing on acquisitions and financial restructuring of companies.

Shri Partha Sarkar presently is a director of Elixir Asset Preconstruction (India) Ltd.

He does not hold any shares in the Company.

Corporate Governance

Your Company believes that Corporate Governance is a voluntary code of self- discipline. In line with this philosophy, it follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Your Directors have reported the initiatives on Corporate Governance adopted by your Company in the section Corporate Governance in the Annual Report. The Auditors Certificate confirming the compliance of the Corporate Governance requirements by the company is attached to the Report on Corporate Governance.

Management Discussion and Analysis Report

A detailed review of operations, performance and future outlook of the company is given separately under the head "Management Discussion and Analysis"

Auditors

M/s S.R. Batliboi & Co, Chartered Accountants and M/s Girish Murthy & Kumar, Chartered Accountants appointed by the Shareholders in the last Annual General Meeting held on September 22, 2009, as Joint Auditors, will retire at the forthcoming Annual General Meeting and, confirmed their eligibility for reappointment.

Particulars of Employees

Information as per section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per provisions of section 219(1 )(b)(iv) of the Companies Act, 1956, this Report and accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees under section 217 (2A) of the Companies Act 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary of the Company and same will be sent by post.

Deposits

Your Company has neither accepted nor renewed any deposits during the year. As such, no amount of principal and / or interest is outstanding as on the balance sheet date.

Directors Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

. In the preparation of the annual accounts, the applicable accounting standards have been followed by the company.

. 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 at the end of the financial year and of the profit or loss of the Company for that period.

. The Directors have taken proper and sufficient care of the 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.

. The Directors have prepared the annual accounts on a going concern basis.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

In pursuance of the provisions of section 217(1 )(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below

A. Conservation of Energy

The operations of the Company are not energy intensive. However, wherever possible the Company

strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptations and innovation

Not Applicable

C. Foreign Exchange Earnings and Outgo

Foreign Exchange

earned : Rs 95,416.49 lakhs Outgo: Rs 16,552.17 lakhs

Acknowledgements

Your Directors place on record their appreciation of co-operation and support extended by customers, shareholders, vendors, bankers and all governmental and statutory agencies. Your Directors thank the employees for their valuable contribution during the year and look forward to their continued support.

For and on behalf of the Board of Directors

Bangalore Madanlal J Hinduja

August 2, 2010 Chairman.