Directors Report of Gokul Agro Resources Ltd.

Mar 31, 2024

The Board of Directors is delighted to present the 10^th Annual Report on the business and operations of Gokul Agro Resources Limited ("Company") along with the summary of Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended on 31^st March, 2024.

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

Overview of Financial Performance

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

Key highlights of Standalone and Consolidated financial performance of the Company, for the Financial Year ended on 31^st March, 2024 are summarized below:

(Rs. In Lakhs except EPS)

PARTICULARS	STANDALONE		CONSOLIDATED
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Revenue from Operations	12,92,243.90	10,08,281.97	13,85,393.31	10,73,980.75
Other Income	2,760.86	1,509.00	3,166.79	1,678.59
Total Income	12,95,004.76	10,09,790.97	13,88,560.10	10,75,659.34
EBITDA	27,924.44	23,916.02	32,691.98	28,115.47
Finance Costs	10,688.68	6,926.35	11,766.68	7,756.57
Depreciation and amortization expenses	3,174.27	2,848.66	3,191.50	2,885.29
Profit Before Tax	14,061.49	14,141.01	17,734.57	17,473.61
Total Tax Expense	3,569.87	3,670.56	4,158.34	4232.92
Profit After Tax	10,491.62	10,470.44	13,576.22	13,240.69
Other Comprehensive Income	(13.54)	(0.40)	(7.55)	678.80
Total other Comprehensive Income	10,478.08	10,470.05	13,568.68	13,919.49
Earnings Per Share (EPS) before exceptional item (Basic & Diluted)	7.11	7.26	9.20	9.18
Earnings Per Share (EPS) after exceptional item(Basic & Diluted)	7.11	7.26	9.20	9.18

Results of Operations

The Company’s total consolidated revenue from operations grew by 28.99% to Rs. 13,85,393.31 Lakhs from Rs. 10,73,980.74 Lakhs in FY 2023-24. The Company has earned Consolidated Profit before Tax of Rs. 17,734.57 Lakhs as compared to Rs. 17,473.61 Lakhs in FY 2023-24, increased by 1.49%, and Profit after Tax of Rs. 13,576.22 Lakhs, grew by 2.53% from Rs. 13,240.68 Lakhs in the previous financial year. The EPS on consolidated financials for the year ended on 31^st March, 2024 was Rs. 9.20.

During the year under review, the Standalone revenue from Operations grew by 28.16% to Rs. 12,92,243.90 Lakhs from Rs.10,08,281.97 Lakhs in FY 2023-24. The Company has earned Standalone Profit before Tax of Rs. 14,061.49 Lakhs as compared to Rs. 14,141.01 Lakhs in FY 2023-24, decreased by 0.56%, and Profit after Tax of Rs. 10,491.62 Lakhs, grew by 0.2% from Rs. 10,470.45 Lakhs in the previous financial year. The EPS on standalone financials for the year ended on 31^st March, 2024 was Rs. 7.11.

State of the Company''s Affairs and Business Operations

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

During the year under review, the Company has commenced commercial operations of edible oils at Krishnapatnam refinery Plant located at SPSR Nellore District, Andhra Pradesh.

Apart from above, the Company during the year has also taken a step forward and commenced its commercial operations at Haldia Plant located at Mednipur, West Bengal.

By expanding the capacity with set up of new plants at two different states in India, the Company’s large scale of operations continues to deliver healthy & high quality products across its value-chain partners. This will give the added advantage to the Company to enhance the market reach domestically as well as internationally.

Change in the Nature of Business

There has been no change in the nature of business of the Company during the FY 2023-24.

Dividend

Considering the future outlook, investment plans, a long term interest and working capital need, the Company has not recommended any dividend for the FY 2023-24 and do not propose to carry any amount to reserves.

Dividend Distribution Policy

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

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for the FY 2023-24 in the Statement of Profit and Loss, no amount was proposed to be transferred to General Reserves.

Share Capital

As on 31^st March, 2024 the Authorized, Issued, Subscribed and Paid-Up share capital of the Company was as follows:

Share Capital	No. of	Face	Total Capital
	Shares	Value	(In Rs.)
Authorized Capital	40,00,00,000	2	80,00,00,000
Issued/Subscribed and Paid Up Capital	14,75,43,358	2	29,50,86,716

Further, During the year there was no change in the authorized share capital and paid up capital of the Company.

Except as mentioned above, the Company had not issued any other shares or instruments convertible into Equity Shares of the Company or with Differential Voting Rights nor has granted any sweat Equity Shares.

Listing of Securities

The Company’s equity shares are listed on the BSE Limited and National Stock Exchange of India Limited. The Annual Listing fees for the FY 2023-24 have been paid to the Stock Exchanges.

Corporate Social Responsibility (CSR)

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

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

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

The Chief Financial Officer has certified that CSR spends of the Company the FY 2023-24 have been utilized for the purpose and in the manner approved by the Board of Directors.

Particulars of Loans, Guarantees or Investments

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

Risk Management

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

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

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

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

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Act, the draft Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended 31^st March, 2024, is hostedon the website of the Company and can be accessedat https://www.gokulagro.com/invester-relations/. In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, with prescribed timelines.

Number of Meetings of the Board and Committee of the Board

During the FY2023-24, (Four) 4Board Meetings were convened. The details of the meetings of the Board of Directors and Committees of the Board of Directors of the Company held and attended by the Directors are given in

the Corporate Governance Report forming part of Annual Report.

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

Directors'' Responsibility Statement

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

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

b) The accounting policies as selected by the Directors as mentioned in the Notes to the Financial Statements has been applied consistently and further the Board has made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31^st March, 2024 and profit of the Company for that period;

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

d) The Annual Accounts for the financial year ended 31 ^st March, 2024 have been prepared on a going concern basis;

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

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

Auditors and Auditors'' Report:

Statutory Auditors

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 6^th Annual General Meeting held on 07^th September, 2020 appointed M/s. Surana Maloo & Co., Chartered Accountants (Firm Registration No.112171W) as the Statutory Auditors

of the Company for the second term of 5 (five) years commencing from the conclusion of the 6^th Annual General Meeting until the conclusion of the 11^th Annual General Meeting to be held in the year 2025.The Members also approved the remuneration payable to M/s. Surana Maloo & Co. and authorized the Board to finalize the terms and conditions of reappointment, including remuneration of the Statutory Auditor for the remaining period, based on the recommendation of the Audit Committee.

The Statutory Auditors’ Report for FY 2023-24 on the financial statements of the Company forms part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

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

Internal Auditors

M/s. Yogesh Kalyani & Associates, Chartered Accountants (FRN: 132444W) was re-appointed as an Internal Auditors of the Company in the Board Meeting held on 15^th May, 2024 to conduct an internal audit of the Company for the FY 2024-25.

Internal auditor quarterly apprises the Audit Committee on findings/observation of Internal Audit and actions taken thereon. Measures for improvements are discussed with the Executive Management of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on 15^th May, 2024 had appointed, M/s. Chirag Shah & Associates, The Company Secretaries to carry out the Secretarial Audit of the Company for the FY 2023-24. The Report of the Secretarial Auditor is attached herewith as Annexure-B.

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

Cost Records and Cost Auditors

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. Priyank Patel & Associates, Cost Auditors of the Company for the FY 2023-24.

The Board of Directors, on the recommendations of the Audit Committee has approved re-appointment of M/s. Priyank Patel & Associates, Cost Accountants (Firm Registration Number:103676) as Cost Auditors of the Company for conducting cost audit for the FY 2024-25.A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 202425 is provided in the Notice of the ensuing Annual General Meeting.

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

The Cost Audit Report for the financial year ended 31^st March, 2024, provided by M/s. Priyank Patel & Associates, the Cost Auditor, does not contain any qualification or adverse remarks that require any clarification or explanation.

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

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

Directors and Key Managerial Personnels

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

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

(i) Appointment/Re-appointment

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board approved the appointment/re-appointment of the following Directors, during FY 2023-24 and such appointment/ re-appointment were also approved by the Members at the 9^th Annual General Meeting held on 25^th September, 2023:

In the Board Meeting held on 10^th August, 2023, Mr. Kanubhai Jivatram Thakkar (DIN: 00315616) was re-

appointed as a Chairman and Managing Director of the Company for a further period of 5 years with effect from 01^st July, 2023.

Mr. Hitesh kumar Thakkar (DIN:01813667), was also appointed by the Board in the Board Meeting held on 10^th August, 2023 as CEO and Additional Director and reappointed by the members in the 9^th AGM as CEO and Whole Time Director for a term of 5 years.

(ii) Resignations

During the year under review, Mr. Ashutosh Bhambhani has resigned from the post of Whole Time Director (Key Managerial Personnel) of the Company with effect from 13^th April, 2023.

(iii) Directors liable to retire by rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the Act read with rules made thereunder, Mr. Dipak kumar Thakkar (DIN:07071694), Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment.

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

Independent Directors

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

During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of sitting fees and reimbursement of expenses for attending meetings of Board and Committee thereof approved by the Members of the Company, in accordance with the provisions of Act and Listing Regulations.

As per requirements of the Act, a separate meeting of Independent Directors, without presence of members of management of the Company, was held on 08^th February, 2024 to evaluate the performance of the Chairman, NonIndependent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of

information between the management of the Company and the Board. All Independent Directors were present at the said meeting.

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

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

Familiarization Program for Independent Directors

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

Key Managerial Personnel

As on 31^st March, 2024, the following were Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

Name of KMP	Designation
Mr. Kanubhai Thakkar	Chairman & Managing Director
Mr. Jayeshkumar Thakkar	Managing Director
Mr. Hiteshkumar Thakkar	Whole Time Director and Chief Executive Officer
Ms. Dhara Chappia	Chief Financial Officer
Ms. Ankita Parmar	Company Secretary & Compliance Officer

(i) Appointment/Re-appointment

During the year under review, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), Ms. Ankita Parmar appointed as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 26^th September, 2023 in place of Mr. Viralkumar Thaker who ceased as the Company Secretary and Compliance Officer of the Company with effect from close of business hours of 25^th September, 2023.

(ii) Resignations;

Mr. Viralkumar Thaker has resigned from the post of The Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 25^th September, 2023 (After the Closure of Business Hours).

Committees of the Board

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

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

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

Nomination and Remuneration Policy

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

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

Performance Evaluation of the Board, Its Committees and Directors:

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfillment of specific functions prescribed by the regulatory framework, adequacy of meetings, attendance and effectiveness of the deliberations, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 05^th January, 2017.

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

Secretarial Standards of ICSI

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

Cyber Security

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

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company’s shares by Company’s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company’s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company’s website and link for the same is https://www.gokulagro.com/wp-content/ uploads/2023/07/Code-of-Conduct-Insider-Trading.pdf.

The employees are required to undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

Related Party Disclosure Transactions with Related Party

During the year under review, all contracts/arrangement/ transactions entered by the Company with related parties, were approved by the Audit Committee and were at arm’s length and in the ordinary course of business and in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

Related Party Transaction Policy

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. This policy is also available on the website of the Company and can be accessed at https:// www.gokulagro.com/invester-relations/.

Credit Rating

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

Subsidiaries, Joint Ventures and Associate Companies Subsidiaries

During the year under review, the Company has acquired 10,000 Equity Shares of Rs. 10 /- each representing 100 % Paid-up Equity Share Capital of Riya Agro Industries Private Limited on 08^th February, 2024, with the acquisition of total shares of the Riya Agro Industries Private Limited had became the wholly owned subsidiary of the Company. Therefore, as on 31^st March, 2024, the Company had two Wholly Owned Subsidiary Company namely Maurigo Pte. Ltd., Singapore and Riya Agro Industries Private Limited, India and two First Level Step down Subsidiary Companies namely Riya International Pte. Ltd., Singapore and Maurigo Indo Holdings Pte. Ltd., Singapore. Moreover, the Company also has one Second Level Step Down Subsidiary Company namely PT Riya Palm Lestari, Indonesia. PT. Riya Pasifik Nabati has become Associate of Maurigo Indo Holdings Pte. Ltd.

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

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

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

Material Subsidiaries

The Company has adopted a policy on determination of material subsidiaries in line with Listing Regulations. The policy aims to determine the Material Subsidiaries and Material Unlisted Indian Subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy may be accessed on the Company’s website at. https://www.gokulagro.com/invester-relations/.

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

Further, the SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023, requires additional details to be provided for material subsidiaries. The details are as follows:

Particulars	Riya International Pte. Ltd
Date of Incorporation	9th June, 2015
Name of Statutory Auditors	Prudential Public Accounting Corporation
Date of appointment of Statutory Auditors	30th December, 2023

In terms of the provisions of Regulation 24(1)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Pankaj Mangharam Kotak, Independent Director (DIN: 07809016) of the Company has appointed as a Director of Riya International Pte. Ltd., Foreign unlisted material subsidiary Company of Gokul Agro Resources Limited w.e.f. 10^th August, 2023.

Deposits

During the year under review, the Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013. Further, no amount on account of principal or interest on deposits from public was outstanding as on 31^st March, 2024.

Internal Control System and It''s Adequacy

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

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

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

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

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

Vigil Mechanism

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

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

Particular of Employees

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

According to Section 197(14) of the Act, the details of remuneration received by the Executive Directors from the Company’s subsidiary Company during FY 2023-24 are also given in Annexure-E attached to this report.

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

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

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

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

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

Corporate Governance

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

Frauds Reported by the Auditor

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

Significant or Material Orders passed against the Company

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

Proceeding Pending Before NCLT/Courts/Regulators

During the year under review, No pending proceedings before NCLT/Courts/Regulators.

Significant and Material Orders passed by the Regulators or Courts

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

The ongoing acquisition of JVL Agro Industries Limited (in liquidation) under E-Auction process have been completed during the year under review.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report in terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is attached and forms part of this Annual Report.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular no. SEBI/LAD-NRO/GN/2021/22

dated 05^th May, 2021, the Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. BRSR Report forms part of this report.

Insurance

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

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

Other Disclosures

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

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

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

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

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

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

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

Acknowledgements

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

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

We thank the Government of India, the State Governments and the Governments in the countries where we have operations and other regulatory authorities and government

agencies for their support and look forward to their continued support in the future.

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

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

For and behalf of the Board of GOKUL AGRO RESOURCES LIMITED

KANUBHAI THAKKAR Date: 03^rd August, 2024 Chairman & Managing Director

Place: Ahmedabad DIN-00315616

---

Mar 31, 2023

Directors'' Report

Dear Members,

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

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

Overview of Financial Performance

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

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

Particulars	Standalone		Consolidated
	March 31,2023	March 31,2022	March 31,2023	March 31,2022
Revenue from Operations	10,08,281.97	10,21,078.89	10,73,980.74	10,38,411.30
Other Income	1,509.00	1,634.76	1,678.58	1,659.85
Total Income	10,09,790.97	10,22,713.65	10,75,659.33	10,40,071.15
EBITDA	25,632.07	21,225.42	29,831.52	24,149.87
Finance Costs	8,642.39	5,082.71	9,472.62	5,621.72
Depreciation and amortization expenses	2,848.66	2,892.43	2,885.28	2,929.92
Profit Before Tax	14,141.01	13,250.27	17,473.61	15,598.21
Total Tax Expense	3,670.56	2,952.48	4232.92	3307.57
ProfitAfterTax	10,470.44	10,297.78	13,240.68	12,290.64
Other Comprehensive Income	(0.39)	6.61	678.80	200.47
Total other Comprehensive Income	10,470.05	10,304.40	13,919.49	12,491.12
Earnings PerShare (EPS) before exceptionalitem (Basic & Diluted)	7.26	7.49	9.18	8.94
Earnings PerShare (EPS)afterexceptionalitem (Basic & Diluted)	7.26	7.49	9.18	8.94

ResultsofOperations

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

During the year under review, the Standalone revenue from
Operations marginally decreased by 1.25 % to 10,08,281.97
Lakhs from 10,21,078.89 Lakhs in F.Y. 2021-22. The company
has earned Standalone Profit Before Tax of 14,141.01 Lakhs
as compared to 13,250.27 Lakhs in FY 2021-22, increased by
6.72%, and Profit after Tax of 10,470.44 Lakhs, grew by 1.68%

from 10,297.78 Lakhs in the previous year. The EPS on
standalone financials for theyearended on March 31,2023 was
7.26.

State of Company’s Affairs and Business
Operations

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

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

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

Change in the Nature of Business

There has been no change in the nature of business of the
Companyduring the Financialyear2022-2023.

Change of Registered Office

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

Dividend

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

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

Tranfer to Reserves

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

Share Capital

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

Share Capital	No. of	Face	Total Capital
	Shares	Value	(in )
Authorised Capital	40,00,00,000	2	80,00,00,000
Issued/Subscribed and Paid Up Capital	14,75,43,358	2	29,50,86,716

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

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

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

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

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

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

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

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

ListingofSecurities

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

Corporate SocialResponsibility (CSR)

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

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

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

Particulars of Loans, Guarantees or Investments

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

Risk Management

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

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

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

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

Annual Return

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

Number of Meetings of The Board and Committee
of the Board

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

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

Directors'' Responsibility Statement

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

a) In the preparation of the AnnualAccounts for the Financial
Year ended March 31, 2023, the applicable Accounting
Standards (Ind AS) had been followed along with proper
explanation relating to material departures, if any;

b) The accounting policies as selected by the Directors and
mentioned in the Notes to the Financial Statements has
been applied consistently and further the Board has made
judgments and estimates thatare reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2023 and of the profit of the
Company for that period;

c) Proper and sufficient care for the maintenance of
adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

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

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

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

Auditorsand Auditors'' Report

Statutory Auditors and Auditors'' Report

Based on the recommendation of the Audit Committee and the
Board of Directors, Members of the Company at the 6^th Annual
General Meeting held on September 7, 2020 appointed M/s.
Surana Maloo & Co., Chartered Accountants (Firm Registration
No. 112171W) as the Statutory Auditors of the Company for the
second term of 5 (five) years commencing from the conclusion
of the 6^th Annual General Meeting until the conclusion of the
11^th Annual General Meeting to be held in the year 2025. The
Members also approved the remuneration payable to M/s.
Surana Maloo & Co. and authorized the Board to finalize the
terms and conditions of reappointment, including
remuneration of the Statutory Auditor for the remaining
period, based on the recommendation of the Audit Committee.

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

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

Internal Auditorsand Auditors'' Report:

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

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

SecretarialAuditorsandAuditors'' Report

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board,
at its meeting held on April 28,2022 had appointed, M/s.Chirag
Shah & Associates, Company Secretaries to carry out the
Secretarial Audit of the Company for the FY 2022-23. The
Report of the Secretarial Auditor is attached herewith as
Annexure-B.

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

CostRecordsandCostAuditors

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

The Board of Directors, on the recommendations of the Audit
Committee has approved re-appointment of M/s. Priyank Patel
& Associates, Cost Accountants (Firm Registration Number:
103676) as CostAuditors of the Company for conducting cost
audit for the FY 2023-24. A resolution seeking approval of the
Shareholders for ratifying the remuneration payable to the
Cost Auditors for FY 2023-24 is provided in the Notice of the
ensuing Annual General Meeting.

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

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

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

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

Directors and Key Managerial Personnel (‘KMP'')

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

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

(I) Appointment/Re-appointment

Based on the recommendation of the Nomination and
Remuneration Committee ("NRC"), the Board approved the
appointment/re-appointment of the following Directors,
during FY 2022-23 and such appointment/ re-appointment
were also approved by the Members at the 8^th Annual General
Meeting held onSeptember30,2022:

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

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

(ii) Resignations

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

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

(iii) Directors liable to retire by rotation

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

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

Independent Directors

All the Independent Directors of the Company have given their
declarations to the Company under Section 149(7) of the Act
that they meet the criteria of independence as provided under
Section 149(6) of the Act read with Regulation 16(1) (b) and
Regulation 25 of the SEBI Listing Regulations. There has been
no change in the circumstances affecting their status as
Independent Directors of the Company. During the year under
review, the Company did not have any pecuniary relationship or
transactions with any of its Directors, other than payment of

sitting fees and re-imbursement of expenses for attending
meetings of Board and Committee thereof approved by the
Members of the Company, in accordance with the provisions of
Actand Listing Regulations.

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

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

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

Familiarization Program For Independent Directors

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

Key Managerial Personnel

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

> Mr. KanubhaiThakkar-Chairman & Managing Director

> Mr. Jayesh KumarThakkar-Managing Director

> Mr.Ashutosh Bhambhani-WholeTimeDirector

> Mr. HiteshkumarThakkar-Chief Executive Officer

> Ms. Dhara Chappia-Chief FinancialOFFicer

> Mr. Viralkumar Thaker-Company Secretary & Compliance
Officer

During the year under review and based on the
recommendation of NRC;

(I) The Board at their meeting held on August 31, 2022,
appointed Ms. Purvee Roy as the Company Secretary and
Compliance Officer of the Company effective from
September 01, 2022 in place of Ms. Chinar Jethwani who
ceased as the Company Secretary and Compliance Officer
of the Company with effect from close of business hours of
August31,2022.

(ii) The Board at their meeting held on February 09, 2023,
appointed Mr. Viralkumar Thaker as the Company
Secretary and Compliance Officer of the Company

effective from February 9,2023 in place of Ms. Purvee Roy
who ceased as the Company Secretary and Compliance
Officer of the Company with effect from February 3,2023.

Committees of the Board

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

•AuditCommittee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• RiskManagementCommittee

• Corporate SocialResponsibility& Sustainability Committee

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

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

Nomination and Remuneration Policy

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

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

Performance Evaluation of the Board, Its
Committeesand Directors

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

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

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

Secretarial Standards of ICSI

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

Related Party Disclosure

Transactions with Related Party

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

Related Party Transaction Policy

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

Credit Rating

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

Subsidiaries, Joint-ventures and Associate
Companies

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

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

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

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

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

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

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

Deposits

During the Financial Year 2022-23, the Company has not
accepted any deposits from the public under Chapter V of the
Companies Act, 2013. Further, no amount on account of
principalorintereston deposits from publicwas outstanding as
onMarch31,2023.

Internal Control System and It''s Adequacy

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

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

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

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

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

Vigil Mechanism

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

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

Particular Of Employees

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

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

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

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

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

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

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

Corporate Governance

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

FraudsReported bytheAuditor

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

Significant or Material Orders Passed Against the
Company

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

Proceeding Pending Before NCLT/Courts/
Regulators

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

Significant and Material Orders Passed by the
Regulators or Courts

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

However, GARL has acquired Stand-alone Block of assets (Block
A-5) under E-Auction Process of JVLAgro Industries Limited (In
Liquidation) vide Hon''ble NCLT, Allahabad Bench''s order dated
June 1, 2023 passed under Section 60(5) of the Insolvency and
Bankruptcy Code, 2016 read with Rule 11 of the National
Company Law Tribunal Rules, 2016. Certificate of Sale was
issued by the Liquidator of JVL Agro Industries Limited dated
June2,2023.

Management Discussion and Analysis Report

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

Business ResponsibilityAnd Sustainability Report

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

Insurance

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

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

OtherDisclosures

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

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

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

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

4) During the year, no equity shares were issued with
differential rights as to dividend, votingor otherwise.

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

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

Acknowledgements

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

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

We thank the Government of India, the State Governments and
the Governments in the countries where we have operations
and other regulatory authorities and government agencies for
theirsupportand lookforward to theircontinuedsupportin the
future.

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

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

For, Gokul Agro Resources Limited
Kanubhai Thakkar

Date: August 10, 2023 Chairman & Managing Director

Place: Ahmedabad (DIN-00315616)

---

Mar 31, 2018

We are pleased to present the Annual Report on the affairs of the Company along with the Audited Financial Statements and Auditor''s Report for the year ended on March 31, 2018.

1. Financial Highlights:

Highlights of Financial Results for the year are as under.

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Revenue from Operations	4,28,253.82	4,27,074.24	5,06,343.87	4,31,296.50
Operating & Other Income	1,070.47	2,142.73	1,073.16	2,081.21
Total Revenue	4,29,324.29	4,29,216.97	5,07,417.03	4,33,377.71
Profit Before Interest, Depreciation, Exceptional Items and Taxes (EBIDTA)	11,193.37	10,441.66	6,409.17	6,972.30
Interest and Financial Cost	6,682.60	5,335.60	11,761.48	10,492.26
Depreciation and Amortization	2,766.82	2,070.38	2,771.16	2,070.38
Profit/Loss Before Tax (PBT)	1,743.95	3,035.68	2,019.91	3,077.51
Provision of Ta xatio n in cluding Deferred Tax Liability / (Assets)	454.01	1,077.02	473.66	1,077.02
Share of Loss from Associate Company	-	-	-	-
Profit After Tax (PAT)	1,289.94	1,958.66	1,546.25	2,000.50
Other Comprehensive Income	-0.94	60.32	-50.49	35.45
Total other Comprehensive Income	1,289.00	2,018.98	1,495.76	2,035.95
Earnings Per Share (EPS) before exceptional item	0.98	1.49	1.17	1.52
Earnings Per Share (EPS) after exceptional item	0.98	1.49	1.17	1.52

2. Company''s Performance:

On consolidated basis, the total income of the Company for the Year under Review is Rs. 5,07,417.03 Lakhs as compared to Rs.4,33,377.71 Lakhs in the previous year. Net Profit after Tax stood at Rs. 1,546.25 Lakhs as compared to Net Profit of Rs.2,000.50 Lakhs in the Previous Year.

On standalone basis, the total income of the Company for the Year under Review is Rs. 4,29,324.29 Lakhs as compared to Rs.4,29,216.97 Lakhs in the previous year. Net Profit after Tax stood at Rs. 1,289.94 Lakhs as compared to Net Profit of Rs.1,958.66 Lakhs in the Previous Year.

3. Dividend:

Your Directors wish to conserve resources for future expansion and growth of the Company. Hence, no Dividend has been declared by the Directors during the Financial Year 2017-18.

4. Transfer to General Reserves:

No amount is apportioned from Profit and Loss Account and transferred to any Reserve Account in Financial Year 2017-18.

5. Website:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has maintained a functional website namely "www.gokulagro.com" containing basic information about the Company. Eg. Details of business, financial information, shareholding pattern, compliance with corporate governance, contactinformation of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company. The contents of the said website are updated on regular basis.

Appointment and Cessation of Directors:

The tenure of Mr.KanubhaiThakkar as a Managing Director of the Company was expiring on June 30, 2018. Hence, it was proposed to the Board of Directors of the Company, in their meeting held on May 28, 2018, to reappoint him for a further tenure of 5 years w.e.f. July 1, 2018 subject to approval of the shareholders of the Company in the ensuing Annual General Meeting pursuant to Section 196 of Companies Act, 2013.

The reappointment of Mr.KanubhaiThakkar as Managing Director of the Company w.e.f. July 1, 2018 is proposed for approval of the Shareholders of the Company pursuant to Section 203 of the Companies Act, 2013.

Mr.JayeshThakkar, Jt. Managing Director, retires by rotation and being eligible, offered himself for re-appointment.

Mr.KeyoorBakshi, Ms.PoojaYadav and Mr.PankajKotak - Independent Directors of the Company have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as an Independent Director during the year.

Name	DIN	Designation
Mr.KanubhaiThakkar	00315616	Chairman & Managing Director
Mr.JayeshThakkar	03050068	Jt. Managing Director
Dr.AshutoshBhambhani	07163125	Whole time Director
Mr.KeyoorBakshi	00133588	Independent Director
Ms.PoojaYadav	07522176	Independent Director
Mr.PankajKotak	07809016	Independent Director

Board Meetings:

The Board consists of six members as on March 31, 2018, two of them are Promoters and Executive Directors, One of them is a Whole-time Director, three of them are Independent Directors including a Woman Director.

The Board met 4 times during the Financial Year 2017-18 on,

May 05, 2017

August 11, 2017

November 13, 2017

February 14, 2018

Notices of the meeting with the agenda along with necessary details were sent to the Directors in time. The data of attendance record of the Directors at the Board Meetings held during the Financial Year ended on March 31, 2018 and their directorships with any other Company is given here below.

Name of Director	No. of Board Meeting Held	No. of Board Meeting Attended	No. of Directorships in other Indian Public Companies
Mr.KanubhaiThakkar	04	04	1
Mr.JayeshThakkar	04	04	0
Dr.AshutoshBhambhani	04	03	0
Mr.KeyoorBakshi	04	04	6
Ms.PoojaYadav	04	04	0
Mr.PankajKotak	04	04	0

Committees of Board:

Your Company has several Committees which have been established as a part of best Corporate Governance Practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders'' Relationship Committee

- Corporate Social Responsibility Committee

- Anti-Sexual Harassment Committee

A detailed note on the Committees with respect to composition, meeting, powers, and terms of reference is provided under the Corporate Governance Report section in this Report.

7. Declaration by Independent Directors:

The Company has obtained necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013. The terms and conditions of the Independent Directors are incorporated on the website of the Company as per Regulation 46(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 at http://www.gokulagro.com/others/

8. Details of Key Managerial Personnel:

Mr.KanubhaiThakkar - Managing Director, Mr.JayeshThakkar - Jt. Managing Director, Dr.AshutoshBhambhani - Wholetime Director, Mr. Hitesh Thakkar - Chief Executive Officer, Mr. Manish Kella - Chief Finance Officer and Ms.ChinarJethwani - Company Secretary of the Company are the Key Managerial Personnel for the Financial Year 2017-18 as per the provisions of the Section 203 of the Companies Act, 2013 and are holding office after the commencement of the Companies Act, 2013.

Mr.KanubhaiThakkar is re-appointed as Chairman & Managing Director and designated as Key Managerial Personnel for a further tenure of 5 years pursuant to Section 203 of the Companies Act, 2013 w.e.f July 1, 2018.

None of the personnel resigned during the year under the review.

9. Human Resource Development:

The Company continued to make significant progress on strengthening HR Processes and Practices to build organization for current as well as future sustainability during the year. The Company focuses on providing individual development and growth in a professional work culture that ensures high performance. The Company has concentrated on enhancing capability of employees that ultimately helps achieving better standards of operations. The Company organizes various Seminars for the upgradation of Employees. Moreover, to enhance the skills of Employees various Training programs are also arranged by the Company.

10. Adequacy of Internal Control System:

The Company has proper and adequate system of internal controls which ensures that all assets are safeguarded against loss from unauthorized use or disposition and all the transaction are authorized, recorded and reported correctly. Regular internal audits and checks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are in existence. The management continuously reviews the internal control systems and procedure for efficient conduct of business.

11. Corporate Social Responsibility Committee, Policy and Initiatives taken during the year and reasons for not spending the money:

The Company has constituted CSR Committee and CSR Policy is duly adopted by the Company as per the regulatory norms. GARL considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society.

GARL CSR initiatives are on the focus areas approved by the Board benefitting the community. However, the Company has just embarked on the journey of ascertained CSR programs.

For this reason, during the year, the Company has not spent on the CSR activities as prescribed under the Companies Act, 2013. The CSR activities are scalable with few new initiatives that may be considered in future and moving forward the Company will endeavor to spend the complete amount on CSR activities in accordance with the statutory requirements.

12. Subsidiary, Joint-Venture and Associate Companies:

As on March 31, 2018, the Company has one Subsidiary Company namely MaurigoPte. Ltd., Singapore and one Step Down Subsidiary namely Riya International Pte. Ltd., Singapore.

A separate statement containing the salient features of the financial statements of Subsidiary Company in the prescribed Form AOC-1 forms part of Consolidated Financial Statements in compliance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. The said form also highlights the financial performance of the subsidiary company included in the consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements of the Subsidiary Company are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and Public Holidays upto the date of Annual General Meeting (''AGM''). Any member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office of the Company. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached to this report have been uploaded on the website of the Company at www.gokulagro.com.

13. Deposits:

Pursuant to Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted or renewed any public deposits during the year.

14. Auditors:

Statutory Auditors

M/s. SuranaMaloo& Co., Chartered Accountants (Firm Registration No. 112171W), are the Statutory Auditors of the Company. Members of the Company at the First Annual General Meeting held on September 8, 2015 had approved the appointment of M/s. SuranaMaloo& Co., Chartered Accountants (Firm Registration No. 112171W) as the Statutory Auditors for a period of 5 financial years i.e., upto the conclusion of 6th Annual General Meeting to be held in the year 2020.

Cost Auditors

As per Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit & Auditors) Rules, 2014 the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s Priyank Patel & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 103676) as the Cost Auditors of the Company for the year ending March 31, 2018, at a remuneration as may be decided by the Board of Directors. M/s Priyank Patel & Associates, Cost Accountants, Ahmedabad have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the Companies Act, 2013.

Secretarial Auditors

The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, had appointed M/s Samdani Shah & Kabra, Company Secretaries, as the Secretarial Auditors of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2017-18. The Secretarial Audit Report for the FY 2017-18 is annexed to this Directors'' Report.

The Company has appointed M/s Chirag Shah & Associates, Company Secretaries, as Secretarial Auditor of the Company in the Board Meeting dated May 28, 2018 to conduct Secretarial Audit for the Financial Year 2018-19.

15. Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed and adopted a Whistle Blower Policy. The policy enables the employees to report instances of unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct to the management. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. No whistle blower has been denied access to the Audit Committee of the Board. The Whistle Blower Policy/Vigil Mechanism is available on the website of the Company.

16. Prevention of Sexual Harassment of Women at Workplace:

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

17. Management Discussion and Analysis Report:

Your attention is drawn to the perception and business outlook of your management for your Company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report, as required under Regulations 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with the Stock Exchange is attached and forms part of this Directors'' Report.

18. Auditors'' Report and Secretarial Auditors'' Report:

The Auditors'' Report and Secretarial Auditors'' Report do not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure which forms part of this report.

Maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained.

19. Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments by Company under the provisions of Section 186 of the Companies Act, 2013, during the year under review, are provided in Notes to the Standalone Financial Statements.

20. Material Events that have occurred after the Balance Sheet date:

The address of Registered Office of the Company is changed to Office No. 801 to 805, Dwarkesh Business Hub, Opp. Visamo Society, Survey No. 126/1, B/h Atishay Belleview,Motera, Ahmedabad - 380 005 from B-402, ShapathHexa, Opp. Gujarat High Court, Nr. Ganesh Meridian, Sola, Ahmedabad - 380 060 w.e.f. September 1, 2018.

21. Directors'' Responsibility Statement:

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

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

b) That such accounting policies have been selected and applied consistently and judgments and estimates have been made 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 of the Company for that period;

c) That 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;

d) That the annual financial statements are prepared on a going concern basis;

e) That proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2017-18.

22. Familiarization Program for Independent Directors:

The Directors were introduced to all the Board members and the senior management personnel as Chief Finance Officer, Company Secretary and various Department Heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. The Company shall conduct Periodical Meetings and make presentation to Familiarized Independent directors with the Strategy, Operations and Functions of the Company. The details regarding Familiarization Program for Independent Directors have been disclosed on the Website of the Company under the link mentioned below: http://www.gokulagro.com/wp-content/uploads/2016/02/5.-Familiarization-Program-fo r-Independent-Director.pdf

23. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015; the Board has carried outAnnual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board Composition and Structure, Effectiveness of Board Processes, Information and Functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the Composition of Committees, Effectiveness of Committee Meetings, etc.

The Board in consultation with the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the Meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

24. Related Party Disclosure:

Transactions with Related Party:

All the Related Party Transactions entered into during the financial year were on arm''s length basis and were in ordinary course of business. The Company has not entered into any transactions with Related Parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Thus, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

25. Risk Management:

The Company has formulated the Risk Management Policy which indicates Company''s standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question. The Risk Management Committee will currently cover Market Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk is covered within this Policy. This Policy will apply across all products, throughout the firm.

26. Corporate Governance:

The Company is committed to the adoption of best Corporate Governance practices and the management is of the view that a good Corporate Governance policy is one which results in the control of the Company in a regular manner, which makes management transparent, ethical, accountable and fair resulting in enhanced shareholders'' value. The management is pleased to provide detailed disclosures of specific matters forming part of guidelines for Corporate Governance. The said report forms part of the Annual Report.

27. Extracts of Annual Return:

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the Extract of Annual Return in Form No. MGT 9 forms part of this report.

28. Disclosure Requirements:

As per SEBI Listing Regulations, Corporate Governance Report with Auditors'' Certificate thereon and Management Discussion and Analysis are attached, which forms part of this report.

29. Conservation of Energy, Technology Absorption and Foreign Exchange Earning / Outgo:

Information relating to Conservation of Energy, Technology and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 forms part of this annual report.

30. Particular of Employees:

The ratio of remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report.

The details 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), 2014 is not applicable as there is no employee (except Managing Director, CFO, CEO and CS) in the Company employed throughout the financial year with salary above '' 102 Lakhs per annum or employed in part of the financial year with average salary above '' 8.5 Lakhs per month.

Further, there is no employee employed throughout the financial year or part thereof, who was in receipt of remuneration of in aggregate is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds, by himself or along with his spouse and dependent children, not less than two percent (2%) of the Equity Shares of the Company.

31. Acknowledgements:

The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by all the employees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Bankers, Government and Semi-Government Authorities, Esteemed Customers, Suppliers, Business Associates and all other well wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.

For & By order of the Board,

Gokul Agro Resources Ltd.

Kanubhai J. Thakkar Jayesh K. Thakkar

Date : August 14, 2018 Chairman and Managing Director Jt. Managing Director

Place : Ahmedabad DIN-00315616 DIN-03050068