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

FINANCIAL HIGHLIGHTS

COMPANY’S PERFORMANCE

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

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

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

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

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

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

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

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

BUSINESS ENVIRONMENT

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

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

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

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

DIVIDEND

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

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

TRANSFER TO RESERVES

No amount is transferred to the Reserves during
the year.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

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

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

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

Act, 2013, the Board of Directors of the Company

confirms and submits that:

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

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

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

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

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

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

devised and such systems were adequate and
are operating effectively.

EVALUATION OF THE BOARD’S
PERFORMANCE

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

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

DECLARATION BY THE INDEPENDENT
DIRECTORS

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

NUMBER OF MEETINGS OF THE BOARD

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

COMMITTEES OF THE BOARD

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

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

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

SHARE CAPITAL

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

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

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

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

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

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

CHANGE IN NATURE OF BUSINESS

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

DEPOSITS

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

MATERIAL CHANGES

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

SUBSIDIARY AND ASSOCIATE COMPANIES

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

i. All Colour Garments Private Limited

ii. SNS Clothing Private Limited

iii. Vignesh Apparels Private Limited

iv. Gokaldasexports Acharpura Private Limited

v. Sri Susamyuta Knits Private Limited

vi. Gokaldas Exports FZCO, Dubai

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

viii. Matrix Design and Industries Private Limited

ix. Gokaldas Exports Corporation, Delaware, USA

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

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

ii. Atraco Logistics Co LLC, Dubai

iii. Ashton Mombasa Apparel EPZ Ltd, Kenya

iv. Ashton Apparel Manufacturing PLC. Ethiopia

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

EMPLOYEE STOCK OPTION PLANS

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

I. Employee Stock Option Scheme 2010

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

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

II. Restricted Stock Unit Plan 2018

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

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

III. EMPLOYEE STOCK OPTION PLAN 2022

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

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

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

ANNUAL RETURN

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

SAFETY, HEALTH, ENVIRONMENT

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

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

Some of the key initiatives taken by the Company
are:

ENVIRONMENT

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

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

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

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

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

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

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

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

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

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

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

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

HEALTH & SAFETY

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

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

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

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

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

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

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

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

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

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

EMPLOYEE ENGAGEMENT

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

2. Workplace Cooperation Program (WCP):

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

3. Re-Imagining Industry to Support Equality

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

4. Prevention of Sexual Harassment (PoSH):

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

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

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

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

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

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

10. Internal Committee Training: Training

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

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

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

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

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

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

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

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

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

awareness on workplace practices, and share
employee experiences.

19. Pratibimba: Mid-Management Development:

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

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

MANAGEMENT DISCUSSION AND
ANALYSIS

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

AUDITORS & AUDIT REPORT

A. STATUTORY AUDITOR

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

Audit report

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

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

B. SECRETARIAL AUDIT

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

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

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

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

Cost records and cost audit

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

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

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

RELATED PARTY TRANSACTIONS

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

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

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

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

PARTICULARS OF LOAN, GUARANTEES
AND INVESTMENT

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

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

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

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

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

INTERNAL CONTROL SYSTEMS

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

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

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

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

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

DEVELOPMENT AND IMPLEMENTATION OF
A RISK MANAGEMENT POLICY

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

PARTICULARS OF EMPLOYEES

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

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

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

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

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

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

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

VIGIL MECHANISM/WHISTLE-BLOWER
POLICY

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

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

OTHER DISCLOSURES

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

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

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

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

ACKNOWLEDGEMENTS AND
APPRECIATION

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

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

Sd/-

Mathew Cyriac

Place: Bengaluru Chairman

Date: August 05, 2025 DIN:01903606