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Gokul Agro Resources Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 11400.68 Cr. P/BV 12.49 Book Value (Rs.) 30.94
52 Week High/Low (Rs.) 425/193 FV/ML 1/1 P/E(X) 46.42
Bookclosure 14/10/2025 EPS (Rs.) 8.32 Div Yield (%) 0.00
Year End :2025-03 

highlights of performance of subsidiaries and their contribution to
the overall performance of the Company.

1. Overview of Financial Performance

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

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

Particulars

Standalone

Consolidated

March 31,2025

March 31,2024

March 31,2025

March 31,2024

Revenue from Operations

17,11,769.46

12,92,243.90

19,55,075.05

13,85,393.31

Other Income

2,890.41

2,760.86

3,403.44

3,166.79

Total Income

17,14,659.88

12,95,004.76

19,58,478.49

13,88,560.10

EBITDA

48,464.35

27,924.44

56,231.64

32,691.98

Finance Costs

15,806.11

10,688.68

18,257.91

11,766.68

Depreciation and amortization expenses

5,430.39

3,174.27

5,445.61

3,191.50

Profit Before Tax

27,227.85

14,061.49

32,520.76

17,734.57

Total Tax Expense

7,142.11

3,569.87

7,962.33

4,158.34

Profit After Tax

20,085.74

10,491.62

24,558.43

13,576.22

Other Comprehensive Income

(33.34)

(13.54)

406.37

(7.55)

Total other Comprehensive Income

20,052.40

10,478.08

24,964.80

13,568.68

Earnings Per Share (EPS)

13.61

7.11

16.64

9.20

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

In compliance with the applicable provisions of the Companies
Act, 2013,
("the Act"), the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015
("Listing Regulations"), this Board's Report is prepared based
on the Standalone Audited Financial Statements of the Company
for the Financial Year year under review and also present the key

2. Results of Operations

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

During the year under review, the Standalone revenue from
Operations grew by 32.46% to '17,11,769.46 lakhs in FY
2024-25 as compared from '12,92,243.90 lakhs in previous
financial year. The Company's Standalone Profit before
Tax grew by 93.63% of '27,227.85 lakhs in FY 2024-25 as

compared from '14,061.49 lakhs in the previous financial
year and Profit after Tax grew by 91.45% to '20,085.74 lakhs
in FY 2024-25 as compared from '10,491.62 lakhs in the
previous financial year. The EPS on Standalone Financials for
the year ended on March 31,2025 was '13.61.

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 and feed
meals in India. The Company has demonstrated strong
performance for yet another financial year during FY 2024¬

25. The Company has successfully accomplished its strategic
course that was charted out at the beginning of the year and
have achieved significant milestones.

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

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

4. Change in the Nature of Business

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

5. Dividend

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

6. Dividend Distribution Policy

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

7. Share Capital

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

• Sub-division of Equity Shares of the Company

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

• Buy Back of Securities:

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

• Sweat Equity:

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

• Bonus Shares:

No Bonus Shares were issued during the year under
review.

8. Corporate Social Responsibility (CSR)

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

Further, the details including Composition of the CSR
Committee, the CSR Policy and the CSR Report are given at
"Annexure-1".

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

9. Particulars of Loans, Guarantees or Investments

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

10. Risk Management

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

The Company has formulated Risk Management Policy
to identify and evaluate business risks and opportunities.
This framework seeks to create transparency, minimize
adverse impact on the business objectives and enhance
the 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 have been covered in the Management
Discussion and Analysis, which forms part of this report.

11. Annual Return

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

12. Board Meeting

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

13. Directors' Responsibility Statement

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

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

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

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

d) The Annual Accounts for the financial year ended March
31, 2025 have been prepared on a going concern basis;

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

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

4. Auditors and Auditors' Report:

• Statutory Auditors

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

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

• Secretarial Auditors and Secretarial Auditors Report

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

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

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

• Cost Records and Cost Auditors

During the year under review, in accordance with
Section 148(1) of the Act, the Company has maintained
the accounts and cost records, as specified by the
Central Government. Such cost accounts and records
are subject to audit by M/s. Priyank Patel & Associates,
Cost Auditors of the Company for the FY 2024-25.

The Board of Directors, on the recommendations of
the Audit Committee, has approved re-appointment of
M/s. Priyank Patel & Associates, Cost Accountants (Firm
Registration Number: 103676) as Cost Auditors of the
Company for conducting cost audit for the FY 2025-26.
A resolution seeking approval of the Shareholders for
ratifying the remuneration payable to the Cost Auditors
for FY 2025-26 is provided in the Notice of the ensuing
Annual General Meeting.

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

The Cost Audit Report for the financial year ended March
31, 2025, provided by M/s. Priyank Patel & Associates,
the Cost Auditor, does not contain any qualification
or adverse remarks that require any clarification or
explanation.

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

The details on conservation of energy, technology absorption,
and foreign exchange earnings/outgo, as required under
Section 134(3)(m) of the Act read with Rule 8 of the
Accounting Rules, 2014, is given at
"Annexure-3".

16. Directors and Key Managerial Personnels

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

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

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

i. Appointment/Re-appointment

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

ii. Resignation

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

iii. Directors liable to retire by rotation

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

iv. Independent Directors

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

v. Key Managerial Personnel

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

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

2) Mr. Jayesh Kanubhai Thakkar - Joint Managing
Director

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

4) Ms. Dhara Chhapia - Chief Financial Officer

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

6) Mr. Jaimish Govindbhai Patel - Company Secretary
& Compliance Officer (effective from May 21,
2025)

17. Familiarization Program for Independent Directors

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

18. Committees of the Board

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

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

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

19. Remuneration Policy

Remuneration to Executive Directors

The remuneration paid to Executive Directors is recommended
by the Nomination and Remuneration Committee and

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

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

• Functions, duties and responsibilities.

• Company's performance and achievements.

• Compensation of peers and industry standard.

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

Remuneration to Non-Executive Directors / Independent
Directors

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

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

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

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

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

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

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

Manner of Evaluation

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

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

21. Secretarial Standards of ICSI

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

22. Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the
threat scenarios. Your 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.

23. 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 at
https://www.
gokulagro.com/invester-relations/ ^ Policy ^ Code of
Conduct - Insider Trading.

24. Related Party Disclosure

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

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

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

25. Credit Rating

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

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

26. Subsidiaries, Joint Ventures and Associate
Companies

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

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

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

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

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

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

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

27. Deposits

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

28. Internal Control System and 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 SAP system connecting head
office, plant and other locations to enable timely processing
and proper recording of transactions. Physical verification of
fixed assets is carried out on a periodical basis.

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

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

29. Whistle Blower Policy

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

30. Particular of Employees

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

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

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

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

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

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

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

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

32. Maternity Benefit

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

33. Corporate Governance

Pursuant to Regulation 34 read with Schedule-V of Listing
Regulations, a separate report on Corporate Governance
forms an integral part of the Integrated Annual Report.
The Report on Corporate Governance also contains certain
disclosures required under the Act. A certificate from
Practicing Company Secretary confirming compliance
with corporate governance norms, as stipulated under
Clause E of Schedule V of the Listing Regulations, is given at
"Annexure-6" to the Corporate Governance Report of Board
Report.

34. Frauds Reported by the Auditor

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

35. Significant or Material Orders passed against the
Company

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

36. Proceedings under the Insolvency and Bankruptcy
Code, 2016

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

37. Management Discussion and Analysis Report

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

38. Business Responsibility and Sustainability Report

Your Company forms part of the top 1000 listed entities on
BSE Limited and National Stock Exchange of India Limited as
on March 31,2025. Accordingly, pursuant to Regulation 34(2)
(f) of Listing Regulations, Company is required to submit a
Business Responsibility Sustainability Report ("BRSR") as a part
of the Annual Report.

39. Insurance

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

40. Human Resource

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

41. Other Disclosures

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

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

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

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

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

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

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

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

42. Green Initiative

In accordance with the 'Green Initiative', the Company has
been sending the Annual Report / Notice of AGM in electronic
mode to those shareholders whose Email Ids are registered

with the Company and / or the Depository Participants.
Your Directors are thankful to the Shareholders for actively
participating in the Green Initiative.

13. Gratitude & Acknowledgements

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

For and on behalf of the Board of
GOKUL AGRO RESOURCES LIMITED

KANUBHAI JIVATRAM THAKKAR

Date : August 12, 2025 Chairman & Managing Director

Place : Ahmedabad (DIN-00315616)


 
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