Gokul Refoils and Solvent Limited — Proxy Solicitation & Information Statement 2026

Jun 1, 2026

GOKUL

Gokul Refoils & Solvent Ltd.

Corporate Office:

501, Fifth Floor, Block A, Gokul Pratham, Near Tapovan

Circle, T.P. 44, Chandkheda, Ahmedabad - 382424,

Gujarat, India. Phone: +91-79-35015555

CIN: L15142GJ1992PLC018745

June 01, 2026

| To,
BSE Ltd.
25th Floor, Phiroze
Jeejeebhoy Tower,
Mumbai – 400 001
Company Code 532980 | To,
National Stock Exchange of India Ltd.
Exchange Plaza, Plot no. C/1, G Block,
Bandra-Kurla Complex, Bandra (E)
Mumbai - 400 051
Company Code GOKUL |
| --- | --- |

Sub: Postal Ballot Notice

Ref: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/ Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement, seeking approval of the Members by way of remote e-voting process, for below Special Resolutions:

1. To re-appoint Mr. Dharmendrasinh Rajput (DIN: 03050088) as the Managing Director of the Company.
2. To re-appoint Mr. Pankaj Granthsingh Kumar (DIN: 01390881) as an Independent Director of the Company.

Please note that the Postal Ballot Notice is being sent only by electronic mode to the Members whose names appear on the Register of Members/list of Beneficial Owners as on the cut-off date i.e., Friday, May 29, 2026, and whose e-mail addresses are registered with the Company/Depositories.

The remote e-voting period shall commence at 9:00 A.M. (IST) on Wednesday, June 03, 2026, and shall end at 5:00 P.M. (IST) on Thursday, July 02, 2026. The results of the Postal Ballot shall be declared on or before Saturday, July 04, 2026.

The Postal Ballot Notice is also available on the Company's website at www.gokulgroup.com.

Kindly take note of the above intimation for your records.

Thanking you.

For Gokul Refoils and Solvent Limited

NIKHILKUMAR DHAUKU KANATHA
MANSUKHBH NIAHKAHABHAV VADERA
DIWADDEKHAD
NI KHARA - 400 160

Nikhilkumar Vadera
Company Secretary & Compliance Officer

Regd. Office: State Highway No-41, Nr. Sujanpur Patia, Sidhpur-384 151. Dist. Patan, Gujarat (India).

Email: nikhil.vadera@gokulgroup.com Website: www.gokulgroup.com Phone: +91-2767-222075, 220975

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G

GOKUL

GOKUL REFOILS AND SOLVENT LIMITED

CIN: L15142GJ1992PLC018745

Regd. Office: State Highway No 41 Nr. Sujanpura Patia, Sidhpur, Gujarat, India, 384151

Corporate Office: A-Office, Gokul Pratham, In SWA Scheme, TP 44 Nr. Tapovan Circle,

Chandkheda, Ahmedabad, Gujarat, India, 382424

Phone: +91 2767 222075| 220975 Website: www.gokulgroup.com

E-mail: nikhil.vadera@gokulgroup.com

POSTAL BALLOT NOTICE

Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

NOTICE is hereby given that pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and in accordance with the relevant circulars, guidelines and notifications issued by the Ministry of Corporate Affairs ("MCA"), including MCA General Circular No. 03/2025 dated September 22, 2025 ("MCA Circulars"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations, the special businesses set out below are proposed to be passed by the Members of Gokul Refoils and Solvent Limited ("the Company") through Postal Ballot by way of remote electronic voting ("remote e-Voting").

Sr. No	Type of Resolution	Particulars
1	Special Resolution	To re-appoint Mr. Dharmendrasinh Rajput (DIN: 03050088) as the Managing Director of the Company.
2	Special Resolution	To re-appoint Mr. Pankaj Granthsingh Kumar (DIN: 01390881) as an Independent Director of the Company.

Pursuant to Section 102 and other applicable provisions of the Act, the statement pertaining to the said Resolutions setting out the material facts and reasons / rationale thereof is annexed to this Postal Ballot Notice ('Notice') for your consideration and forms part of this Notice.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the LODR Regulations") and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e. By casting votes electronically instead of submitting postal ballot form. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose email address is registered with the Company / Depository Participant ("DP"). The details of the procedure to cast the vote forms part of the 'Notes' to this Notice.

The Board of Directors has appointed Mr. Yash Mehta, Practising Company Secretary (FCS No. 12143, C.P. No. 16535), Proprietor of Yash Mehta & Associates, Company Secretaries, Ahmedabad, as the Scrutinizer ("Scrutinizer") for conducting the Postal Ballot process through remote e-Voting in a fair and transparent manner.

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Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The e-voting facility will be available during the following period:

Commencement of e-voting Period	9.00 A.M. (IST) on Wednesday, June 3, 2026
Conclusion of e-voting period	5.00 P.M. (IST) on Thursday, July 2, 2026
Cut-off date for eligibility to vote	Friday, May 29, 2026

The e-voting facility will be disabled by CDSL immediately after 5:00 p.m. (IST) on Thursday, July 2, 2026 and will be disallowed thereafter.

The Scrutinizer will submit his report to the Chairman of the Company ("the Chairman") or any other person authorized by the Chairman, and the result will be announced within 2 working days from the conclusion of the e-voting period. The result declared along with the Scrutinizer's report shall be communicated in the manner provided in this Postal Ballot Notice. The results will also be displayed on the Company's website i.e. https://www.gokulgroup.com/

The last date of e-voting, i.e. Thursday, July 2, 2026 shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS

1. TO RE-APPOINT MR. DHARMENDRASINH RAJPUT (DIN: 03050088) AS A MANAGING DIRECTOR OF THE COMPANY.

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules made thereunder, including Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), including Regulation 17 thereof, as amended from time to time, and pursuant to the Articles of Association of the Company, and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company at their respective meetings held on May 28, 2026, consent of the Members of the Company be and is hereby accorded for the re-appointment of Mr. Dharmendrasinh Rajput (DIN: 03050088) as Managing Director and Key Managerial Personnel of the Company for a period of 5 (Five) consecutive years with effect from June 10, 2026 up to June 09, 2031 (both days inclusive), liable to retire by rotation, upon such terms and conditions including remuneration as set out in the explanatory statement annexed hereto and as may be modified, amended, altered or varied from time to time by the Board of Directors within the limits prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, consent of the Members of the Company be and is hereby accorded for payment of remuneration to Mr. Dharmendrasinh Rajput (DIN: 03050088),

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Managing Director, by way of salary, allowances, perquisites, incentives, retirement benefits, insurance benefits, reimbursement of expenses and other benefits, on such terms and conditions as may be approved by the Board of Directors from time to time, within the overall limits prescribed under the Companies Act, 2013 and as set out in the explanatory statement annexed to this Notice.

RESOLVED FURTHER THAT notwithstanding anything contained herein or in the Companies Act, 2013, where in any financial year during the tenure of Mr. Dharmendrasinh Rajput as Managing Director, the Company has no profits or its profits are inadequate, the Company shall pay to Mr. Dharmendrasinh Rajput minimum remuneration in accordance with the provisions of Section II of Part II of Schedule V to the Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations, as amended from time to time.

RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include any Committee thereof and any person authorised by the Board in this behalf) and/or the Company Secretary of the Company be and are hereby severally authorised to sign and execute all deeds, applications, documents, forms and writings and to do all such acts, deeds, matters and things as may be necessary, proper, expedient or desirable for the purpose of giving effect to this resolution."

1. TO RE-APPOINT MR. PANKAJ GRANTHSINGH KUMAR (DIN: 01390881) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules made thereunder, including the Companies (Appointment and Qualification of Directors) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force, and pursuant to the Articles of Association of the Company, based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company at their respective meetings held on May 28, 2026, approval of the Members of the Company be and is hereby accorded for the re-appointment of Mr. Pankaj Granthsingh Kumar (DIN: 01390881), who holds office as an Independent Director up to July 31, 2026, as an Independent Director of the Company, not liable to retire by rotation, for the second term of 1 (One) consecutive year commencing from August 01, 2026 up to July 31, 2027 (both days inclusive).”

RESOLVED FURTHER THAT the Board of Directors or the Company Secretary of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

| Date: June 1st, 2026
Registered Office:
State Highway No 41
Nr. Sujanpura Patia,
Sidhpur, Gujarat, India, 384151 | By Order of the Board
Sd/-
Nikhilkumar Vadera
Company Secretary and
Compliance Officer
ACS: 49435 |
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Notes:

(1) The Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (“the Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), as amended, setting out material facts relating to the Resolution proposed to be passed is annexed hereto.

(2) In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide remote e-voting facility to its Members, to enable them to cast their votes electronically.

(3) The Postal Ballot Notice is being sent only by email to all the Members, whose names appear on the Register of Members/List of Beneficial Owners as on Friday, May 29, 2026 (the ‘cut-off date’) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, M/s. MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) (“RTA”).

(4) As per the MCA Circulars, physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e-voting only. The Company has engaged the services of CDSL to provide remote e-voting facility to its members.

(5) A copy of the Postal Ballot Notice is available on the website of the Company at https://www.gokulgroup.com/ website of the stock exchanges, i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of our e-voting agency i.e. CDSL e-voting website at www.evoting.cdsl.com.

(6) To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.

(7) After sending the notice of Postal Ballot through email, an advertisement shall be published in English newspaper and Gujarati newspaper, each with wide circulation in the district, where the Registered Office of the Company is situated, and also on the Company’s website: https://www.gokulgroup.com/

(8) The remote E Voting will commence on 9.00 A.M. (IST) on Wednesday, June 3, 2026 and will end on 5.00 P.M. (IST) on Thursday, July 2, 2026. The remote e-voting will be blocked by CDSL immediately thereafter and will not be allowed beyond the said date and time.

(9) Once the votes on the Resolutions are cast by the Members, the Members shall not be allowed to change these subsequently.

(10) The Resolution, if approved by the requisite majority through Postal Ballot, shall be deemed to have been passed on Thursday, July 2, 2026, i.e. the last date specified for receipt of votes through the remote e-voting process.

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INFORMATION AT A GLANCE:

PARTICULARS	NOTES
Cut-off date to determine those members who are eligible to vote on the resolution	Friday, May 29, 2026
Voting start date and time	9.00 A.M. (IST) on Wednesday, June 3, 2026
Voting end date and time	5.00 P.M. (IST) on Thursday, July 2, 2026
Name, address and Contact details of Registrar and Share Transfer Agent	MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited)
Address: 5th Floor, 506 TO 508, Amarnath Business Centre – 1, Beside Gala Business Centre, Nr. St. Xavier’s College Corner, Off C G Road, Ellisbridge, Ahmedabad – 380006
Website: https://web.in.mpms.mufg.com/contact-us.html
E-mail: investor.helpdesk@in.mpms.mufg.com
Telephone: 079 - 2646 5179
Name, address and contact details of e-voting service provider	Central Depository Services (India) Limited,
A Wing, 25th Floor, Marathon Futurex, N M Joshi Marg, Lower Parel (East), Mumbai - 400013
Website: www.cdslindia.com
E-mail: helpdesk.evoting@cdslindia.com
Telephone: 1800 22 55 33
Name and contact details for clarifications	Gokul Refoils and Solvent Limited
CIN: L15142GJ1992PLC018745
Regd. Office: State Highway No 41 Nr. Sujanpura Patia, Sidhpur, Gujarat, India, 384151
Corporate Office: A-Office, Gokul Pratham, In SWA Scheme, TP 44 Nr. Tapovan Circle, Chandkheda, Ahmedabad, Gujarat, India, 382424
Phone: +91 2767 222075	22097
Website: www.gokulgroup.com
E-mail: nikhil.vadera@gokulgroup.com

THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(i) The voting period begins on 9.00 A.M. (IST) on Wednesday, June 3, 2026 and ends on 5.00 P.M. (IST) on Thursday, July 2, 2026. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date May 29, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.

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| | 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
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| Individual Shareholders holding securities in demat mode with NSDL Depository | 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein |

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you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on "Shareholders" module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on "SUBMIT" tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant on which you choose to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

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(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; nikhil.vadera@gokulgroup.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NUMBERS ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested

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scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.

1. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
2. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE OF THE POSTAL BALLOT

1. TO RE-APPOINT MR. DHARMENDRASINH RAJPUT (DIN: 03050088) AS THE MANAGING DIRECTOR OF THE COMPANY.

The following Explanatory Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

The Board of Directors of the Company at its meeting held on May 28, 2026, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members of the Company, approved the re-appointment of Mr. Dharmendrasinh Rajput (DIN: 03050088) as Managing Director and Key Managerial Personnel of the Company for a period of 5 (Five) consecutive years commencing from June 10, 2026 up to June 09, 2031 (both days inclusive), pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Mr. Dharmendrasinh Rajput is associated with the Company since long and possesses rich experience of more than decades in the edible oil industry, agro product industry and overall business management. He has been actively involved in strategic planning, business development, operational management and overall administration of the affairs of the Company. Under his leadership and guidance, the Company has achieved significant operational and business growth. Considering his vast experience, industry knowledge and continued contribution towards the growth and management of the Company, the Board is of the opinion that his re-appointment as Managing Director would be in the best interest of the Company and its stakeholders.

Mr. Dharmendrasinh Rajput has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and is not debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India ("SEBI") or any other authority. The Company has also received necessary consent, declarations and confirmations from him including declaration confirming compliance with the conditions specified under Sections 196 and 197 read with Schedule V to the Companies Act, 2013 for his re-appointment as Managing Director.

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The principal terms and conditions of re-appointment of Mr. Dharmendrasinh Rajput as Managing Director are as under:

Further, based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, it is proposed to pay remuneration to Mr. Dharmendrasinh Rajput (DIN: 03050088), Managing Director, up to Rs. 24,00,000/- (Rupees Twenty Four Lakhs Only) per annum during the tenure of his appointment from June 10, 2026 to June 09, 2031, by way of salary, allowances, perquisites, incentives, retirement benefits, insurance benefits, reimbursement of expenses and other benefits, within the permissible limits prescribed under the applicable provisions of the Companies Act, 2013 read with Schedule V thereto and applicable provisions of the SEBI Listing Regulations, as may be determined by the Board of Directors from time to time.

Terms and Conditions of Appointment

1. Period of Appointment - Five (5) consecutive years commencing from June 10, 2026 up to June 09, 2031 (both days inclusive).
2. Remuneration - Mr. Dharmendrasinh Rajput shall be entitled to remuneration by way of salary, allowances, perquisites, incentives, retirement benefits, insurance benefits, reimbursement of expenses and other benefits as may be approved by the Board of Directors from time to time within the limits prescribed under Sections 197 and 198 read with Schedule V of the Companies Act, 2013.
3. Minimum Remuneration - In the event of absence or inadequacy of profits in any financial year during the tenure of his appointment, the Company shall pay remuneration to Mr. Dharmendrasinh Rajput in accordance with the applicable provisions of Schedule V to the Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations.
4. Duties and Responsibilities - Mr. Dharmendrasinh Rajput shall devote his whole time and attention to the business and affairs of the Company and shall perform such duties and exercise such powers as may be entrusted to him by the Board of Directors from time to time, subject to the superintendence, control and direction of the Board.
5. Retirement by Rotation - The office of Mr. Dharmendrasinh Rajput shall be liable to retire by rotation in accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company.
6. Termination - Either party may terminate the appointment by giving 3 (three) months' prior written notice to the other party or payment of salary in lieu thereof, subject to applicable provisions of law.
7. Code of Conduct - Mr. Dharmendrasinh Rajput shall abide by the provisions contained in Section 166 of the Companies Act, 2013, the Articles of Association of the Company and the Company's Code of Conduct and other applicable policies of the Company.

The details required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India are provided in the Annexure forming part of this Notice.

Except Mr. Dharmendrasinh Rajput (DIN: 03050088), whose re-appointment is proposed in the resolution, and Mr. Arjunsinh Rajput, Executive Director of the Company, being his brother, and their respective relatives, none of the Directors, Key Managerial Personnel of the

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Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out in the accompanying Notice. Both Mr. Dharmendrasinh Rajput and Mr. Arjunsinh Rajput belong to the Promoter Group of the Company.

The Board of Directors recommends the Special Resolution set out in the Notice for approval of the Members of the Company.

STATEMENT AS PER SCHEDULE V OF THE COMPANIES ACT, 2013.

1. GENERAL INFORMATION

I. Nature of Industry – Gokul Refoils and Solvent Limited operates in the agro-processing and edible oil industry and is engaged in the business of manufacturing, processing, refining and trading of edible oils and allied agro-based products. The Company carries out solvent extraction of oil from oil seeds, refining of edible oils and production of by-products such as de-oiled cakes, catering to the edible oil and agricultural products sector.

II. Date or expected date of commencement of commercial production - Not Applicable. The Company was incorporated and commenced its business on 29th December, 1992. The Corporate Identity Number (CIN) of the Company is L15142GJ1992PLC018745.

III. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus – Not Applicable

IV. Financial performance based on Standalone Audited Accounts for the years ended –
(Rs. In Lakhs)

Particulars	March 31st, 2026	March 31st, 2025	March 31st, 2024
Gross Turnover & Other Income	75,333.31	1,908.51	8,849.48
Net profit/(loss) after tax as per Statement of Profit & Loss	311.90	336.37	(778.46)
Computation of Net Profit/(Loss) in accordance with Section 198 of the Companies Act, 2013	311.90	336.37	(778.46)
Net Worth	21,461.46	21,154.54	20,817.97

V. Foreign investments or collaborators, if any – Not Applicable

2. INFORMATION ABOUT THE APPOINTEE:

SR. NO.	PARTICULARS	INFORMATION
1.	Background details	Mr. Dharmendrasinh Rajput has extensive experience in the edible oil and agro-processing industry and has been associated with the management and operations of the Company for several years. He possesses significant expertise in business administration, strategic planning, operational management and overall business development. His continued leadership has contributed to the growth and stability of the Company.
2.	Past Remuneration	24,00,000 per annum
3.	Recognition or awards	NA
4.	Job profile and his	As the Managing Director of Gokul Refoils and Solvent

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	suitability	Limited, Mr. Dharmendrasinh Rajput is entrusted with the overall management and affairs of the Company, including strategic decision-making, business operations, financial performance, growth initiatives and implementation of Board policies. Considering his industry knowledge, leadership abilities, operational expertise and long-standing association with the Company, he is well suited for the said position.
5.	Remuneration proposed	The same remuneration as he received in his last term of appointment, which is a CTC of Rs. 24,00,000 per annum.
6.	Pecuniary relationship directly or indirectly with the company, or relation with the managerial personnel, if any.	Mr. Dharmendrasinh Rajput belongs to the Promoter Group and is a member of the Promoter Family. He is also the brother of Mr. Arjunsinh Rajput, Executive Director of the Company.

OTHER INFORMATION

I. Reasons of loss or inadequate profits – During the Financial Year 2025–26, the Company recorded a standalone net profit of Rs. 311.90 Lakhs as compared to Rs. 336.36 Lakhs in the previous Financial Year 2024–25. The marginal decline in profitability was primarily due to fluctuations in global edible oil margins, volatile raw material prices, and changing market conditions affecting the overall industry profitability.

II. Steps taken or proposed to be taken for improvement – The Company has undertaken various measures to improve operational efficiency and profitability, including cost optimization initiatives, strengthening of procurement strategies, improvement in production efficiency, expansion of market reach, and better inventory and working capital management. The management is also focusing on value-added products and improving overall business performance through strategic planning and operational controls.

III. Expected increase in productivity and profits in measurable terms – The Company expects improvement in operational performance and profitability in the coming financial years through better capacity utilization, enhanced operational efficiencies, optimized cost structures, and improved market conditions in the edible oil industry. The management anticipates steady growth in revenue and profitability, subject to market conditions and economic factors.

The Board of Directors recommends the Resolution as set out as Item No. 1 of this Notice for approval of the members of the Company.

2. TO RE-APPOINT MR. PANKAJ GRANTHSINGH KUMAR (DIN: 01390881) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.

The following Explanatory Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

Mr. Pankaj Granthsingh Kumar (DIN: 01390881) was appointed as an Independent Director of the Company for the first term of 1 (One) consecutive year commencing from 1st August,

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2025 to 31st July, 2026 (both days inclusive). The Members of the Company approved his appointment at the Annual General Meeting held on 21st August, 2025.

Pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013 read with Schedule IV thereto and applicable provisions of the SEBI Listing Regulations, an Independent Director may hold office for two consecutive terms subject to approval of shareholders by way of Special Resolution.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on May 28, 2026 approved the re-appointment of Mr. Pankaj Granthsingh Kumar as an Independent Director of the Company, not liable to retire by rotation, for the second term of 1 (One) consecutive year commencing from August 01, 2026 up to July 31, 2027 (both days inclusive), subject to approval of the Members of the Company.

Mr. Pankaj Granthsingh Kumar has extensive experience and expertise in the areas of strategic management, business leadership, corporate governance, finance and business administration. During his tenure as an Independent Director, he has provided valuable guidance and contributed effectively in the deliberations of the Board and Committees thereof. Considering his experience, expertise, integrity, knowledge and continued valuable contribution towards the growth and governance of the Company, the Board is of the opinion that his continued association would be beneficial to the Company.

The Nomination and Remuneration Committee and the Board considered the skills, experience, knowledge and performance evaluation of Mr. Pankaj Granthsingh Kumar and were satisfied that he possesses the requisite qualifications, expertise and experience to continue as an Independent Director of the Company. The Board is also of the opinion that he fulfils the conditions specified under the Companies Act, 2013 and the SEBI Listing Regulations and is independent of the management of the Company.

Mr. Pankaj Granthsingh Kumar has provided necessary consent, declarations and confirmations to the Company including:

• consent to act as Director in terms of Section 152 of the Act;
• declaration confirming that he meets the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations;
• confirmation that he is not disqualified from being appointed as Director in terms of Section 164 of the Act;
• confirmation that he has not been debarred from holding the office of Director by virtue of any order passed by SEBI or any other authority;
• declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations confirming that he is not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact his ability to discharge duties as an Independent Director; and
• confirmation regarding inclusion of his name in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs in terms of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Mr. Pankaj Granthsingh Kumar will be entitled to receive sitting fees for attending meetings of the Board and Committees thereof of which he is a member and reimbursement of expenses for participation in the meetings, in accordance with the provisions of the Companies Act, 2013, SEBI Listing Regulations and the remuneration policy of the

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Company. He does not have any material pecuniary relationship with the Company, its promoters, directors, subsidiary or associate companies except as stated herein.

In terms of Regulations 17 and 25 of the SEBI Listing Regulations, approval of the Members by way of Special Resolution is required for re-appointment of an Independent Director. Accordingly, approval of the Members is sought for re-appointment of Mr. Pankaj Granthsingh Kumar as an Independent Director of the Company for the second term of 1 (One) consecutive year commencing from August 01, 2026 up to July 31, 2027 (both days inclusive).

A copy of the draft letter of re-appointment of Mr. Pankaj Granthsingh Kumar setting out the terms and conditions of his re-appointment shall be available for electronic inspection by the Members during the period of remote e-voting. The same shall also be available on the website of the Company.

The disclosures as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India form part of this Notice.

Mr. Pankaj Granthsingh Kumar is not related to any Director or Key Managerial Personnel of the Company.

Except Mr. Pankaj Granthsingh Kumar, being the appointee, none of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 of the accompanying Notice.

The Board of Directors recommends the Special Resolution set out at Item No. 2 of the accompanying Notice for approval of the Members of the Company.

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The details of Directors recommended for appointment / reappointment pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 – Secretarial Standards on General Meetings.

Name	Mr. Dharmendrasinh Rajput	Mr. Pankaj Granthsingh Kumar
DIN	03050088	01390881
Designation	Managing Director	Non- Executive Independent Director
Age/ Date of Birth	36 Years / 11th September, 1989	64 Years / 01st July, 1962
Nationality	Indian	Indian
Date of appointment on the Board (Original)	10th June, 2016	01st August, 2025
Shares held as on date	82,15,579	NIL
Qualifications	BE (Mechanical)	B. Comm (Honours) MBA (Marketing Management)
Expertise in specific functional areas	Mr. Dharmendrasinh Rajput has more than a decade of experience in edible oil industry and agro product industry. He is looking after Global business development strategic activities of the Company and overall responsibilities of India & World operational and Planning Strategy management of the Company as whole. He is actively involved in overall responsibilities of Strategic Management of the Company. Under the leadership of Mr. Dharmendrasinh Rajput, the company has achieved sustained growth over the years. He is Member of Promoter Group of the Company.	Mr. Pankaj Granthsingh Kumar is a visionary leader and an accomplished operations and performance management professional with more than four decades of experience across operations, strategic planning, organisational design, and management. His expertise encompasses creating vision, strategic thinking, financial planning, budgeting and risk management, team development and management, business growth planning and implementation, change management, and business turnaround management.
Terms and Conditions of Appointment/re-appointment	Appointment as the Managing Director for a period of 5 (five) consecutive years effective from June 10, 2026 to June 9, 2031. (for further details refer the Notice and Explanatory Statement).	Appointment as the Independent Director for a period of 1 consecutive year effective from August 01, 2026 to July 31, 2027. (for further details refer the Notice and Explanatory Statement).
Details of Remuneration sought to be paid	Remuneration to be paid as detailed in the Explanatory Statement no.1 of this notice.	NA
Remuneration last drawn	24,00,000 per annum	NA
Number of Meetings of the Board attended	FY 25-26: 100% (5 meetings held) FY 26-27: (till the date of this Postal Ballot Notice): 100% (1 meeting held)	FY 25-26: 100% (5 meetings held) FY 26-27: (till the date of this Postal Ballot Notice): 100% (1 meeting held)
Name of listed entities in which board position currently held	NIL	NIL
Name of listed entities from which the person has resigned in the past three years	NIL	NIL

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Chairman/ Directorship in other Companies (As per Regulation 36 (3) of the SEBI (LODR) Regulations, 2015 Directorship in listed companies are considered.)	NIL	NIL
Memberships/ Chairmanships of other committees of other public companies (include only Audit Committee and Stakeholders Relationship Committee)	Gokul Refoils and Solvent Limited
• Chairperson of Corporate Social Responsibilities Committee	Gokul Refoils and Solvent Limited
• Member of Nomination and Remuneration Committee
• Member of Stakeholder Relationship Committee
Relationship between Directors/ Key Management Personnel and their relatives	Mr. Dharmendrasinh Rajput belongs to the Promoter Group and is a member of the Promoter Family. He is also the brother of Mr. Arjunsinh Rajput, Executive Director of the Company.	NA
Date: June 1st, 2026
Registered Office:
State Highway No 41
Nr. Sujanpura Patia,
Sidhpur, Gujarat, India, 384151	By Order of the Board
Sd/-
Nikhilkumar Vadera
Company Secretary and
Compliance Officer
ACS: 49435
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