Dear Members,

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

( In Crores)

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.

Duringtheyear,yourcompanyreportedconsolidated 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.

IntermsofRegulation43AofSEBI(ListingObligations 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 reappointed 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 checkups 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 groupfacilitiestoensurecomprehensivefirerisk 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.

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,aseparatesectionontheManagement Discussion and Analysis Report is annexed to this Directors' 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.

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.