The Board of Directors is delighted to present the 12th 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 31,2026.

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 Boards' 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.

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
31,2026 are summarized below:

(D In Lakhs except EPS)

2. Results of Operations

The Company's total consolidated revenue from
operations grew by 23.15% to C24,07,698.02 Lakhs in
FY 2025-26 as compared from C19,55,075.05 Lakhs in the
previous financial year. The Company's total Consolidated
Profit before Tax grew by 49% to C48,457.03 Lakhs in
FY 2025-26 as compared from C32,520.76 Lakhs in
the previous financial year, and the total Consolidated
Profit after Tax grew by 50.40% to C36,937.59 Lakhs in
FY 2025-26, as compared from C24,558.43 Lakhs in the

previous financial year. The EPS on Consolidated Financials
for the year ended on March 31,2026 was C 12.52.

During the year under review, the Standalone revenue
from Operations grew by 29.23% to C22,12,149.30 Lakhs
in FY 2025-26 as compared from C 17,11,769.46 Lakhs
in previous financial year. The Company's Standalone
Profit before Tax grew by 55.28% of C42,278.64 Lakhs in
FY 2025-26 as compared from C27,227.85 Lakhs in the
previous financial year and Profit after Tax grew by 58.06%
to C31,747.85 Lakhs in FY 2025-26 as compared from

C20,085.74 Lakhs in the previous financial year. The EPS
on Standalone Financials for the year ended on March 31,
2026 was C10.76.

3. 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 in India. The Company has demonstrated
strong performance for yet another financial year during
FY 2025-26. 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 continued
to strengthen its position in the edible oil sector while
strategically diversifying into allied businesses. Building
upon its core operations, last year of FY 2024-25,
the Company initiated palm plantation activities in
Ananthapur District, Andhra Pradesh, covering of 100.73
hectares of land under the initiative of National Mission
on Edible Oils (NMEO) for Oil, marking a significant step
towards backward integration and sustainable raw
material sourcing.

In the current fiscal FY 2025-26, the Company has further
expanded its portfolio by commencing operations
of a biodiesel plant with a capacity of 300 MTPD. The
biodiesel produced is primarily exported to European
countries, where demand for renewable fuels is strong,
thereby opening new avenues of international trade and
enhancing foreign exchange earnings. This development
underscores the Company's commitment to environmental
responsibility and global energy diversification, while
reinforcing its longterm growth strategy. These initiatives
reflect the Board's vision of resilience, sustainability, and
expansion into global renewable energy markets, further
strengthening Company's standing as one of India's
leading integrated agribusiness enterprises.

4. Change in the Nature of Business

There has been no change in the nature of business of the
Company during the FY 2025-26.

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 2025-26 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/investor-
relations/?id=policies ^ 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
C80 cr. and paid-up equity share capital of your Company
is C29.50 cr.

• Sub-division of Equity Shares of the Company

During the year under review, the shareholders of
the Company approved the sub-division/split of the
existing equity shares of the Company. Pursuant to
which 1 (one) equity share having face value of C2/-
(Rupees Two only) each fully paid-up was sub-divided/
split into 2 (Two) equity shares having face value of C1/-
(Rupee One only) each fully paid-up. Consequently,
the authorised share capital of your Company as on
March 31, 2026 stood at C80,00,00,000 divided into
80,00,00,000 equity shares of face value of ?1 each.

• Employee Stock Options

Share-based employee benefits are an effective mode
aimed at promoting the culture of employee ownership,
creating long term wealth in their hands which also
helps your Company to attract, motivate and retain
the employees in the competitive environment and to
reduce the employee attrition rate in the organization.

With the said objective, during the year, your Company,
has adopted a Scheme under the name and style"Gokul
Employee Stock Option Plan 2025" ("ESOP Plan 2025")
for the benefit of its employees and the employees of
its subsidiaries.

• 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/
investor-relations/?id=policies ^CSR Policy

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

The Chief Financial Officer of your Company has certified
that CSR spends of your Company for the FY 2025-26 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 2025-26 is available on the website of the
Company at https://www.gokulagro.com/investor-
relations/?id=annual_return

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, 2026 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, 2026 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.

14. Auditors and Auditors' Report:

• Statutory Auditors

In terms of provisions of Section 139 of the Act,
M/s. Pi para & Co LLP, Chartered Accountants (Firm
Registration No. 107929W/W100219), were appointed
as Statutory Auditors of the Company, for a term of 5
(five) consecutive years from the conclusion of 11th
Annual General Meeting (AGM) till the conclusion of
the 16th AGM. M/s. Pipara & Co. LLP have confirmed
that they are not disqualified from continuing as

Statutory Auditors of the Company and satisfy the
prescribed eligibility criteria. The Report given by
the Statutory Auditors on the financial statements
of the Company is part of this Annual Report. The
said Report was issued by the Statutory Auditors
with an unmodified opinion and does not contain
any qualification, reservation, adverse remark or
disclaimer.

• Secretarial Auditors and Secretarial Auditors Report

In terms of provisions of Section 204 of the Act and
the amended provisions of Regulation 24A of the SEBI
Listing Regulations, M/s Chirag Shah & Associates,
Practicing Company Secretaries (Firm Registration No.
P2000GJ069200) have been appointed as Secretarial
Auditors to undertake the Secretarial Audit of your
Company for the first term of five consecutive years
from FY 25-26 to FY 29-30.

Pursuant to the provisions of Section 204 of the Act,
M/s. Chirag Shah & Associates, Practicing Company
Secretaries, conducted Secretarial Audit of your
Company for the FY 2025-26. The Secretarial Audit
Report does not contain any qualification and is
annexed as "Annexure-2" of this report.

• 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 2025-26.

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 2026-27. A resolution seeking approval of the
Shareholders for ratifying the remuneration payable
to the Cost Auditors for FY 2026-27 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, 2026, 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, 2026, 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/investor-
relations/?id=policies ^ 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.

• Appointment/Re-appointment

During the year under review Mr. Jayesh Kanubhai
Thakkar (DIN: 03050068) was re-appointed as Joint
Managing Director on the Board of your Company
w.e.f. June 9, 2026, for term of three years. His
appointment was approved by the shareholders vide
a Special Resolution passed through Postal Ballot
process on December 16, 2025.

Further, The Board of Directors of the Company at
their meeting held on May 15, 2026 have appointed
(1) Mr. Rajesh Chhaganbhai Tarpara (DIN: 00006741)
and (2) Dr. Pritha Dev (PhD) (DIN: 11662814) as Non¬
Executive Independent Directors of the Company for
a period of 5 years effective from May 15, 2026. The
Board of Directors have also appointed Mr. Manharbhai
Kurjibhai Jadav (DIN: 01193143) as Non-Executive
Independent Director of the Company for a period of
5 years effective from June 8, 2026.

• Resignation / Completion of Tenure

During the year under review, there was no resignation
took place. However, Mr. Keyoor Madhusudan Bakshi
(DIN: 00133588); Mr. Pankaj Mangharam Kotak (DIN:
07809016) and Ms. Pooja Hemang Khakhi (DIN:

07522176) completed their second term of five years
as an Independent Directors of the Company on June
08, 2026.

The Board places on record its deep appreciation for the
invaluable guidance, commitment, and contributions
by these three Independent Directors. Over the course
of their tenure, they have played a pivotal role in
strengthening the governance framework, enriching
deliberations with their independent insights, and
upholding the highest standards of compliance and
integrity. The Board acknowledges their dedicated
service and expresses gratitude for the wisdom and
perspective they brought to the Company's growth
journey.

• 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. Kanubhai Jivatram Thakkar
(DIN: 00315616), Chairman and Managing Director
of the Company, is liable to retire by rotation at the
ensuing AGM and being eligible, offers 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.

• 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").

• 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) 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/investor-relations/?id=disclosure ^ 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.

20. 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 February
05, 2026, 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 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.

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/investor-relations/?id=policies ^ 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/investor-
relations/?id=policies ^ Policy on Materiality of Related
Party Transactions.

25. Credit Rating

During the financial year under review, the Company's
long-term bank loans were upgraded by CRISIL Ratings
Limited. from CRISIL A-/Stable to CRISIL A/Stable in
August 2025. Further, the Company's short-term bank
facilities were also upgraded from CRISIL A2 to CRISIL
A1, reflecting the strengthened financial profile and
creditworthiness of the Company.

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, no changes have taken place in Subsidiaries,
Associates and Joint Ventures.

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/
investor-relations/?id=policies ^ 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 2025-26 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/investor-relations/?id=policies ^ 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 31,2026. 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. The BRSR is given
at "Annexure-7"

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 2025-26, 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 Boards' 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.

43. 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.