Directors Report of Goblin India Ltd.

Mar 31, 2025

Your Directors hereby present the 36thAnnual Report of your company together with the
Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31^st
March, 2025.

1. FINANCIAL HIGHLIGHTS

PARTICULARS	STANDALONE		CONSOLIDATED
	2024-25	2023-2024	2024-25	2023-2024
Revenue from Operations	37,29,36,000	30,79,90,000	55,32,35,000	44,42,80,000
Profit before Interest, Depreciation / Amortization and T axes	4,79,90,000	4,85,70,000	5,82,59,000	5,63,88,000
Finance Cost	2,12,21,000	2,61,59,000	2,12,94,000	2,61,68,000
Depreciation & Amortization	65,18,000	70,74,000	65,23,000	70,80,000
PROFIT BEFORE TAX	2,02,51,000	1,53,37,000	3,04,42,000	2,31,40,000
(i) Provision for Taxation (Current)	(43,06,000)	-	(43,06,000)	-
(ii) Provision for Taxation (Deferred)	(18,97,000)	19,31,000	(19,07,000)	16,12,000
T otal T ax	(62,02,000)	19,31,000	(62,12,000)	16,12,000
PROFIT AFTER TAX	1,40,48,000	1,72,68,000	2,42,30,000	2,47,52,000
Earnings per share (Basic)	1.02	1.25	1.75	1.79
Earnings per share (Diluted)	1.02	1.25	1.75	1.79

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review (F.Y. 2024-25), your company has earned a net
revenue from operations on a Standalone basis of Rs. 37,29,36,000/- as compared to net
revenue of Rs. 30,79,90,000/- during the previous financial year 2023-24.

Further, your company has earned net profit amounting to Rs. 1,40,48,000/- for the financial
year under review (F.Y. 2024-25) as compared to profit amounting to Rs. 1,72,68,000/- for
the financial year 2023-24.

Moreover, your company has earned a net revenue from operations on a Consolidated basis
of Rs. 55,32,35,000/- for the financial year 2024-25 as compared to net revenue of Rs.
44,42,80,000/- during the previous financial year. Further, your company has earned profit
amounting to Rs. 2,42,30,000/- for 2024-25 as compared to profit amounting to Rs.

2,47,52,000/- in the previous year on consolidated basis. The operations of the company have
improved during the current year as compared to the decline during the previous year.

Moreover, your directors are continuously looking for new avenues for future growth of the
company and expect growth with introduction of better and varied product lines and
accessories.

3. RESERVES AND SURPLUS:

The company has reserves and surplus of Rs. 25,93,15,000 /- in the present financial year (FY
2024-25) as against the Reserve and Surplus of Rs. 24,42,21,000/- during the previous
financial year (FY 2023-24).

4. DIVIDEND

In order to conserve resources; your directors have not recommended any dividend for the
Financial Year 2024-25.

5. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION
FUND

During the year under review, there is no unclaimed/unpaid dividend within the meaning of
the provisions of Section 125 of the Companies Act, 2013.

6. SHARE CAPITAL

During the financial year under review; there was no change in the share capital of the
company except for increase in authorise share capital of the company as detailed in the below
table.

PARTICULARS	AS ON 31st MARCH 2025
Authorized Share Capital	From Rs. 14,20,00,000/- divided into 1,42,00,000 equity shares of Rs. 10 /- each to Rs. 24,50,00,000/- divided into 2,45,00,000 equity shares of Rs. 10 /- each.
Issued, Subscribed and Paid-up Share Capital	Rs. 13,81,88,760/- divided into 1,38,18,876 equity shares of Rs. 10/- each.

However, during the year under review, the company had vide its board meeting dated 10 ^th
May, 2024 approved the following;

i. To increase the authorised share capital of the company from Rs. 14,20,00,000/-
divided into 1,42,00,000 equity shares of Rs. 10 /- each to Rs. 24,50,00,000/- divided

into 2,45,00,000 equity shares of Rs. 10 /- each and amend the capital clause in the
Memorandum of Association of the company.

ii. Preferential issue of upto 6,00,000 (Six Lakhs) Convertible Equity Warrants
(“Warrants”) with each warrant convertible into 1 (one) fully paid-up equity share of
the company of Face Value of Rs. 10/- (Rupee Ten Only) each at price of Rs. 68/- each
payable in cash aggregating upto Rs. 4,10,00,000/- on a private placement basis.

iii. The Board had considered and approved raising of funds by way of a further public
offering (FPO) through a fresh issue of Equity Shares by the Company aggregating up
to Rs. 25,00,00,000/- (Rupees Twenty-Five Crores);

The resolutions with regard to the above mentioned agenda items, were duly approved by the
shareholders vide an Extraordinary General Meeting (EGM) dated 8^th June, 2024. Moreover,
the company had also received in-principle approval from the stock exchange (BSE Ltd.) for
preferential issue of convertible equity warrants (“Warrants”) on 5 ^th June, 2024.

However, due to circumstantial events, purely belonging to the internal matter of investors,
they had requested the company for further time; accordingly, the board had decided to
consider the said issue once requisite approvals from appropriate authorities were received
by the company or at a future date.

Additionally, the company was unable to come up with fresh issue of equity shares by way of
Further Public Offering (FPO), and the same was as a result of its continuous efforts in
requesting the stock exchange for adherence of maintaining standard 30 days'' timeline to file
reply. The exchange has closed the window on or before 30 days suddenly and hence it became
a matter of discussion with exchange and hence as a result the issue could not succeed.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
/COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

During the financial year under review, there were no significant/material orders passed by
the Regulators or Courts or Tribunals impacting the going concern status of your Company
and its operations in future.

8. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

During the year under review, your company has appointed A.D. Brahmbhatt & Co., Chartered
Accountants as the Internal Auditors of the Company for the Financial Year 2024-25 to
evaluate and manage the efficacy and adequacy of Internal Controls and to ensure that
adequate systems which are placed in the company, are adhered with time to time checks
and to ensure that the compliance procedures and policies are adhered. Moreover, during the
year, such controls were tested and accordingly, no reportable material weaknesses in the
operations of the company were observed.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEARTO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

The Board wishes to inform its members that between the end of the Financial Year 2024-25
and the date of this report the following material changes and commitments affecting the
financial position of your company took place:

a) The company had received a work order for manufacture of 50,000 pieces of Crimson
Duffle Bags from Just Jute Products, Bangalore having contract value of Rs. 2.50
Crores; leading to a boost in sales of company.

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

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure "A” which
forms part of this report.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The risk management process is followed by the company to ensure timely identification,
categorization and prioritization of operational, financial and strategic business risks. Teams
are authorized for managing such risks and updating to senior management.

12. SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI).

13. LISTING WITH STOCK EXCHANGE

The equity shares of the Company are traded on SME exchange of Bombay Stock Exchange
(BSE SME) post listing of equity shares on 15^th October 2019.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

Details of loans given, guarantees issued or investments made to which provisions of Section
186 as applicable are given in the notes to the Financial Statements and are in compliance
with the provisions of the Companies Act, 2013.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

With reference to Section 134 (3) (h) of the Companies Act, 2013, all contracts and
arrangements with related parties under Section 188(1) of the Act, entered by the company
during the financial year, were in the ordinary course of business and on an arm''s length
basis. The details of transactions with the company and related parties are given as
information under Notes to Accounts and Form AOC-2 as Annexure "B” which forms part of
this Report.

16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS

The Auditor''s Report does not contain any observations / qualifications / disclaimers except
for certain matter of emphasis made by the Statutory Auditors in their report for the
financial year ended on 31^st March, 2025 read with the explanatory notes therein are self¬
explanatory and therefore, do not call for any further explanation or comments from the
Board under Section 134(3) of the Companies Act,2013.

However, the Secretarial Auditors have notified certain comments in their Secretarial Audit
Report for F.Y. 2024-25 for non-complying in timely manner on certain SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015; compliances.

Further, the below table provides a brief on clarification provided by the management in
respect of observations made by Secretarial Auditor in the Secretarial Audit for the year
ended 31^st March, 2025:

Reference No.	Secretarial Auditor''s Observations	Company''s Reply
1.	Delay in submission of EGM proceedings for Extraordinary General Meeting held on 7th August, 2023	The management has clarified that the delay had occurred due to some technical glitch in receiving the recordings of meeting and other related details from our Depository. Therefore, the said delay was due to inadvertence.
		As a result of such unforeseen situation, there was a delay in submission of EGM proceedings.
		Moreover, the company has assured to more diligent in adhering with all the applicable SEBI listing regulations from time to time and further ensures timely compliance in future too.

2.	The Company has taken Loan from LLP that is considered as deposit as per section 73 of the Companies Act, 2013.	The management has informed that they shall repay the loan taken from LLP and shall conclude the same in the ensuing financial year.
3.	Pursuant to the FEMA Regulations, the Company has a subsidiary in France, named Goblin France SARL, it is required to file an Annual Performance Report (APR) with the Reserve Bank of India (RBI) by 31st December each year. However, the APR for the relevant period was not filed.	The management has informed that is under process of filing the said return.
4.	Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015; Non- Intimation of return of Draft Offer Document for Further Public Issue, as event based disclosure within the prescribed time period as required Listing Regulations.	The management has inadvertently failed to intimate, the return of the Draft Offer Document for the Further Public Issue from BSE and the same was as a result of its continuous efforts in requesting the stock exchange for adherence of maintaining standard 30 days'' timeline to file reply.
		The exchange has closed the window on or before 30 days suddenly and hence it became a matter of discussion with exchange and hence the matter got skipped due to lack of clarity on our request from the exchange.
		However, the company has assured that, it shall intimate in a timely manner all material events and information within the stipulated timelines under the SEBI Listing Regulations, 2015 as may be amended from time to time.
5.	Pursuant to SEBI (SAST) Regulations, the company had failed to inform the stock exchange regarding invocation of pledge in securities of Mrs. Sonam Choukhany, promoter of the company.	The management herewith clarifies that the company had inadvertently skipped to inform the stock exchange the invocation of pledge in securities of Mrs. Sonam Choukhany; However, the company has assured to be more vigilant on compliance under SEBI SAST Regulations in future.

17. POLICIES

A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with Section 177 of the Companies Act, 2013 and other applicable provisions,
the company has formulated a Vigil Mechanism / Whistle Blower Policy (Mechanism) for its
Stakeholders, Directors and Employees in order to promote ethical behaviour in all its
business activities and in line with the best governance practices and he company is
committed to adhere to the highest standards of ethical, moral and legal conduct of business
operations.

Vigil Mechanism provides a channel to report to the management concerns about unethical
behavior, actual or suspected fraud or violation of the code of conduct or policy. It provides
adequate safeguards against victimization of directors, employees and all stakeholders. It
also provides direct access to the Chairman of the Audit Committee.

The policy is available on the website of the company www.goblinindia.com

B. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT

Your company believes in providing a healthy, safe and harassment-free workplace for all its
employees. Further company ensures that every women employee is treated with dignity and
respect.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. During the year under review, no complaints of sexual harassment have been received
by the company.

Number of Sexual Harassment Complaints received	Nil
number of Sexual Harassment Complaints disposed off	Nil
Number of Sexual Harassment Complaints pending beyond 90 Days	Nil

C. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

Your company has in place the code of conduct to regulate, monitor and report trading by
Directors and Designated Employees in order to protect the investor''s interest as per Securities
and Exchange of Board of India (Prohibition of Insider Trading) regulations, 2015. As per the
code periodical disclosures and pre-clearances for trading in securities by the Directors,
Designated Employees and Connected Persons is regulated and monitored.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The present Board of Directors consists of half of Non-executive/ Independent directors.

As on date the board comprises of one (1) Managing Director, one (1) Whole-time Director,
one (1) Executive Director, one (1) Non-Executive Director and two (2) Independent
Directors (Non-Executive).

The company has an executive chairman and the number of non-executive/independent
directors is 50% of the total number of directors. The Company, therefore, meets with the
requirements relating to the composition of the Board of Directors.

During the year under review there was no change in the composition of Board of
Directors and Key Managerial Personnel, thus, as on 31^st March. 2025, the board
comprises as follows:

CATEGORY	NAME OF DIRECTORS & KEY MANAGERIAL PERSONNEL ALONGWITH THEIR DESIGNATION
Promoter & Executive Directors	Mr. Manojkumar Jagdishprasad Choukhany (Chairman & Managing Director) Mrs. Sonam Choukhany (Whole-time Director) Mr. Yatin Hasmukhlal Doshi (Executive Director)
Non - Executive Director	Mr. Manish Agrawal (Non - Executive Director)
Independent Directors	Ms. Harshita Singhal (Non - Executive Independent Director - Resigned w.e.f 02nd April, 2025)
	Mrs. Nidhi Jain (Non - Executive Independent Director - Resigned w.e.f. 16th April, 2025)
Key Managerial Personnel	Ms. Farhat Mohanif Patel (Company Secretary and Compliance Officer)
	Mr. Ajay Singhania ( Chief Financial Officer)

However, after the end of financial year under review and as on date of this report, the
following changes took place in the board of the company:

Sr.	Name of	DIN	Designation	Date of	Date of
No.	Director			Appointment	Cessation

1	Ms. Nidhi Jain	09184058	Independent Director (Non¬ Executive)	28 th May, 2021	16th April, 2025
2	Ms. Harshita Singhal	09592544		02nd May, 2022	02 nd April, 2025
3	Mr. Vimal Laljibhai Kalaria	00029395	Additional Independent Director (Non¬ Executive)	29th May, 2025	Not Applicable
4	Mr. Deepakkumar Kushalchandra Chaubisa	09629889			Not Applicable

Thus, as on date of this report, the composition and category of Directors & KMP are as
follows:

CATEGORY	NAME OF DIRECTORS & KEY MANAGERIAL PERSONNEL ALONGWITH THEIR DESIGNATION
Promoter & Executive Directors	Mr. Manojkumar Jagdishprasad Choukhany (Chairman & Managing Director) Mrs. Sonam Choukhany (Whole-time Director) Mr. Yatin Hasmukhlal Doshi (Executive Director)
Non - Executive Director	Mr. Manish Agrawal (Non - Executive Director)
Independent Directors	Ms. Harshita Singhal (Non - Executive Independent Director - Resigned w.e.f 02nd April, 2025)
	Mrs. Nidhi Jain (Non - Executive Independent Director - Resigned w.e.f. 16th April, 2025)
	Mr. Vimal Laljibhai Kalaria (Additional Non - Executive Independent Director - Appointed w.e.f. 29th May, 2025)
	Mr. Deepakkumar Kushalchandra Chaubisa (Additional Non - Executive Independent Director - Appointed w.e.f. 29th May, 2025)
Key Managerial Personnel	Ms. Farhat Mohanif Patel (Company Secretary and Compliance Officer)
	Mr. Ajay Singhania ( Chief Financial Officer)

Declaration of Independence

All independent directors have given declarations confirming that they meet the criteria of
independence as prescribed both under Section 149 of the Companies Act, 2013 and
Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 with the Stock Exchanges.

Independent Directors'' Meeting:

The Independent Directors met on 4^th September, 2024 and reviewed the performance of
non- independent directors and the Board as a whole; the performance of the Chairman of
the company, taking into account the views of Executive Directors and Non-Executive
Directors and assessed the quality, quantity, and timeliness of the flow of information
between the Company Management and the Board that is necessary for the Board to
effectively and reasonably perform the duties.

B. MEETINGS OF THE BOARD

During the year under review, 7 (seven) board meetings were convened. The intervening gap
between the meetings were within the period prescribed under the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosures Requirements) 2015, as amended from time to
time.

Furthermore, during the year under review; the company had held 1 (One) Extraordinary
General Meeting of members which is as detailed below:

SR. NO.	PARTICULARS
1.	Extraordinary General Meeting dated 8th June, 2024

C. COMMITTEES OF THE BOARD OF DIRECTORS

In compliance with the requirement of applicable laws and as part of the best governance
practice, the Board has constituted various Committees of its members. These Committees
hold meetings at such frequencies as is deemed necessary by them to effectively undertake
and deliver upon the responsibilities and tasks assigned to them. Minutes of the meetings of
each of these Committees are tabled regularly at the Board Meetings.

Your Company currently has 3 (Three) Committees viz.: as per changes in board members
during the year.

(a) Audit Committee

The Audit Committee comprises of the following members as on 31^st March, 2025: -

SR. NO.	NAME	CATEGORY	DESIGNATION
1)	*Ms. Nidhi Jain	Independent Director	Chairman
2)	*Ms. Harshita Singhal	Independent Director	Member

3)	Mr. Manojkumar	Managing Director	Member
	Choukhany

* During the year under review, there was no change in the constitution of Audit Committee. However,
after the end of financial year, Ms. Harshita Singhal had resigned as an Independent Director of the
company w.e.f 2^nd April, 2025 and Ms. Nidhi Jain had resigned as an Independent Director of the
company w.e.f. 16^th April, 2025; As result the committee was re-constituted.

Moreover, as on date of this report, the re-constituted Audit Committee is as follows:

SR. NO.	NAME	CATEGORY	DESIGNATION
1)	Mr. Deepakkumar Kushalchandra Chaubisa	Additional Independent Director	Chairman
2)	Mr.Vimal Laljibhai Kalaria	Additional Independent Director	Member
3)	Mr. Manojkumar Choukhany	Managing Director	Member

During the year under review, the Audit Committee convened 5 (Five) times.

Composition

The Company has a qualified and Independent Audit Committee which acts as a link
between the Statutory and Internal Auditors and the Board of Directors. The terms of
reference of the Audit Committee cover the matters specified for Audit Committee in the
SEBI LODR Regulations and Section 177 of the Companies Act, 2013 as may be amended
from time to time.

(b) Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following members as on 31^st
March, 2025: -

SR. NO.	NAME	CATEGORY	DESIGNATION
1)	Mr. Manish Agarwal	Non-Executive Director	Chairman
2)	*Ms. Nidhi Jain	Independent Director	Member
3)	Mr. Manojkumar Choukhany	Managing Director	Member

* During the year under review, there was no change in the constitution of Stakeholders Relationship
Committee. However, after the end of financial year, Ms. Nidhi Jain had resigned as an Independent
Director of the company w.e.f. 16^th April, 2025; As result the committee was re-constituted.

Moreover, as on date of this report, the Re-Constituted Stakeholders Relationship Committee
is as follows:

SR. NO.	NAME	CATEGORY	DESIGNATION
1)	Mr. Manish Agarwal	Non-Executive Director	Chairman
2)	Mr. Vimal Laljibhai Kalaria	Additional Independent Director	Member
3)	Mr. Manojkumar Choukhany	Managing Director	Member

During the year under review, the Stakeholders Relationship Committee convened 3
(Three) times.

Composition

The Stakeholders Relationship Committee is constituted according to Section 178 of the
Companies Act, 2013 and SEBI LODR Regulations, as may be amended from time to time.
The Committee ensures cordial investor relations and oversees the mechanism for
redressal of investor grievances. The Committee specifically looks into redressing
shareholders and investor complaints/ grievances pertaining to share transfers, non¬
receipts of annual reports, non- receipt of dividend and other allied complaints.

(c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following members as at
31st March, 2025: -

SR. NO.	NAME	CATEGORY	DESIGNATION
1)	*Ms. Nidhi Jain	Independent Director	Chairman
2)	Mr. Manish Agarwal	Non-Executive Director	Member
3)	*Ms. Harshita Singhal	Independent Director	Member

* During the year under review, there was no change in the constitution of Nomination and
Remuneration Committee, however, after the end of financial year, Ms. Harshita Singhal had resigned
as an Independent Director of the company w.e.f 2^nd April, 2025 and Ms. Nidhi Jain had resigned as an
Independent Director of the company w.e.f. 16^th April, 2025; As result the committee was re-constituted.

SR. NO.	NAME	CATEGORY	DESIGNATION
1)	Mr.Vimal Laljibhai Kalaria	Additional Independent Director	Chairman

2)	Mr. Deepakkumar	Additional Independent	Member
	Kushalchandra Chaubisa	Director
3)	Mr. Manish Agarwal	Independent Director	Member

During the year under review, the Nomination and Remuneration Committee, convened 2
(Two) times.

BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance as well as that of its
Committees and individual Directors, including the Chairman of the Board. The exercise was
carried out through a structured evaluation process covering various aspects of the Boards
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

D. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect
to Directors'' Responsibility Statement, the Directors confirm:

(a) That in the preparation of the Annual Accounts, the applicable Accounting Standards
have been followed and no material departures have been made from the same;

(b) That they had selected such accounting policies and applied them consistently, and
made judgments and estimates that are reasonable and prudent, so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year
and of the profit and loss of the Company for that period;

(c) That they had taken proper and sufficient care 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;

(d) That they had prepared the Annual Accounts on a going concern basis;

(e) That they had laid down Internal Financial Controls to be followed by the company
and that such internal financial controls are adequate and were operating
effectively; and

(f) That they had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

19. AUDITORS

(i) STATUTORY AUDITORS

The Statutory Auditors of the company M/s. O.R. Maloo & Co, Chartered Accountants,
Ahmedabad having ICAI Firm Registration No. 135561W, have presented the statutory audit
report for the financial year ended 31^st March, 2025.

Moreover, M/s. O.R. Maloo & Co, Chartered Accountants, were re-appointed at the 31^st Annual
General Meeting (AGM) of the company i.e. 15^th September, 2020 for a second term of five
years and accordingly, will complete their second term on conclusion of the ensuing 36 ^th
Annual General Meeting (AGM) of the company.

The Board, based on the recommendation of Audit Committee and subject to approval of
shareholders at the ensuing Annual General Meeting (AGM); have approved the appointment
of M/s. Chandabhoy & Jassoobhoy, Chartered Accountants (Firm Registration No. 101648W/
PRC No. 018221), as new Statutory Auditors of the Company, for a term of five years from the
conclusion of the ensuing 36^th Annual General Meeting till the conclusion of the 40 ^th Annual
General Meeting of the Company.

In addition, M/s. Chandabhoy & Jassoobhoy, Chartered Accountants; have confirmed their
eligibility and qualification required under the Act for holding the office as Statutory Auditors
of the Company.

(ii) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors have appointed M/s. Mukesh J. & Associates, Company Secretaries for conducting
secretarial audit of the company for the year ended 31^st March, 2025. Secretarial Audit Report
shall be issued by Mr. Mukesh Jiwnani, Practicing Company Secretary in Form MR -3
(“Annexure - F”) forms part of this report.

20. FINANCE & ACCOUNTS

Your Company prepares its financial statements (Standalone and Consolidated) in
compliances with the requirements of the Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India.

Cash and Cash Equivalents on Standalone basis as at 31st March, 2025 were Rs. 48,36,000/-
Cash and Cash Equivalents on Consolidated basis as at 31st March, 2025 were Rs. 92,81,000/-

The company continues to focus on its working capital; receivables and other parameters
were kept under check through continuous monitoring.

21. PUBLIC DEPOSITS

Your company has not invited, accepted, received or renewed any deposits from public falling
within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies
(Acceptance of Deposit) Rules, 2014, as amended from time to time during the year under
review and accordingly, there were no deposits which were due for repayment on or before
31st March, 2025.

22. SHARES

a. BUY BACK OF SECURITIES

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

b. SWEAT EQUITY

The Company has not issued any sweat equity shares during the year under review.

c. BONUS SHARES

The Company has not issued bonus shares during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees during the year
under review.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your company has two subsidiary companies during the year under review; namely
Goblin France SARL and Goblin Industries (India) Private Limited but does not have any
Joint Venture or Associate Companies. The Report on the performance and financial
position of subsidiaries in Form AOC-1 pursuant to first proviso to sub-section (3) of
Section 129 of the Act and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this
Report as Annexure"C”.

24. CORPORATE GOVERNANCE

In line with the Company''s commitment to good Corporate Governance Practices, your
Company has complied with all the mandatory provisions as prescribed in SEBI Listing
Regulations and other applicable provisions.

25. LITIGATIONS

There were no litigations outstanding as on 31^st March, 2025 except for litigations filed
with statutory authorities as stated in the Audit report for the financial year ended 31^st
March, 2025.

26. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE 2016:

During the year under the review, there were no applications made or proceedings
pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

27. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR,
INVOLUNTARY LABOUR

During the year under review, no cases of child labour, forced labour, involuntary labour
and discriminatory employment were reported.

28. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the company pursuant
to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and
Administration) Rules 2014, the web link of the same is at www.goblinindia.com

29. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The Management Discussion and Analysis Report, highlighting the important aspects of the
business of the company for the year under review is given as a separate statement as
Annexure - "E”, which forms part of this Annual Report.

30. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your company has in place a structured induction and familiarization programme for the
Independent Directors of the company. Your company through such programmes,
familiarizes the Independent Directors with a brief background of your company, their
roles, rights, responsibilities, nature of the industry in which it operates, business model
operations, ongoing events, etc. They are also informed of the important policies of your
company including the Code of Conduct for Directors and Senior Management Personnel
and the Code of Conduct for Prevention of Insider Trading. Brief details of the
familiarization programme are uploaded on the website of your company
(www.goblinindia.com).

31. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under 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 attached as Annexure "D”
which forms a part of this report.

32. STATEMENT OF COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

Your Company is committed to upholding the rights and welfare of its employees,
particularly in relation to maternity benefits. In accordance with the Maternity Benefit
Act, 1961, the Company has established a comprehensive formal policy that outlines the
provisions and entitlements available to our employees during maternity leave. The
policy aims to ensure that all eligible employees receive the benefits mandated by the Act,
including paid maternity leave, medical benefits, and job security upon their return to
work. The Company regularly review and update our policy to ensure compliance with
any amendments to the Act and to reflect best practices in supporting our employees.

33. HUMAN RESOURCE MANAGEMENT

At Goblin India Limited, we believe that human resources are precious assets of the
company. The motto during the year has been to enhance the morale and capabilities of

the employees. We strongly believe in favorable work environment that encourages
innovation and creativity. Your Company has established an organization structure that
is agile and focused on delivering business results, stimulating performance culture and
motivating employees to develop themselves personally and professionally.

34. FRAUD REPORTING

There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Act and Rules framed thereunder either to the Company or to the Central
Government.

35. CAUTIONARY STATEMENT

Statements in the Board''s Report describing the company''s objective, expectations or
forecasts may be forward looking within the meaning of applicable laws and regulations.
Actual results may differ materially from those expressed in the statement.

36. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the assistance, cooperation,
and support received from all the clients, vendors, bankers, Registrar of Companies,
auditors, suppliers, Government bodies, shareholders and other business associates.

The Directors also acknowledge the hard work, dedication and commitment of the
employees. Their enthusiasm and unstinting efforts have enabled the company to grow
during the year under review.

The Board deeply acknowledges the trust and confidence placed by the clients of the
company and all its shareholders. Your Directors look forward to the long term future
confidently.

For and on behalf of the Board
SD/-

Place: Ahmedabad Manojkumar Choukhany

Date: 5^th September, 2025 Chairman & Managing Director

DIN: 02313049

---

Mar 31, 2024

Your Directors hereby present the 35^thAnnual Report of your company together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31^st March, 2024.

1. financial highlights

particulars	standalone		consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	30,79,90,000	26,22,96,000	44,42,80,000	36,25,26,000
Profit before Interest, Depreciation / Amortization and Taxes	4,85,70,000	4,74,42,000	5,63,88,000	51,47,3000
Finance Cost	2,61,59,000	2,95,64,000	2,61,68,000	2,95,89,000
Depreciation & Amortization	70,74,000	39,01,000	70,80,000	39,09,000
PROFIT BEFORE TAX	1,53,37,000	1,39,77,000	2,31,40,000	1,79,75,000
(i) Provision for Taxation (Current) (ii) Provision for Taxation
(Deferred)	19,31,000	(10,92,000)	16,12,000	(10,89,000)
Total Tax	19,31,000	(10,92,000)	16,12,000	(10,89,000)
PROFIT AFTER TAX	1,72,68,000	1,28,85,000	2,47,52,000	1,68,86,000
Earnings per share (Basic)	1.25	1	1.79	1.30
Earnings per share (Diluted)	1.25	1	1.79	1.30

2. review of business operations and future prospects

During the financial year under review (F.Y. 2023-24), your company has earned a net revenue from operations on a Standalone basis of Rs. 30,79,90,000/- as compared to net revenue of Rs. 26,22,96,000/- during the previous financial year 2022-23.

Further, your company has earned net profit amounting to Rs. 1,72,68,000/- for the financial year under review (F.Y. 2023-24) as compared to profit amounting to Rs. 1,28,85,000/- for the financial year 2022-23.

Moreover, your company has earned a net revenue from operations on a Consolidated basis of Rs. 44,42,80,000/- for the financial year 2023-24 as compared to net revenue of Rs. 36,25,26,000/- during the previous financial year. Further, your company has earned profit amounting to Rs. 2,47,52,000/- for 2023-24 as compared to profit amounting to Rs. 1,68,86,000/- in the previous year on consolidated basis. The operations of the company have improved during the current year as compared to the decline during the previous year. Moreover, your directors are continuously looking for new avenues for future growth of the

company and expect growth with introduction of better and varied product lines and accessories.

3. reserves and surplus:

The company has reserves and surplus of Rs. 24,42,21,000/- in the present financial year (FY 2023-24) as against the Reserve and Surplus of Rs. 16,74,53,000/- during the previous financial year (FY 2022-23).

4. DIVIDEND

In order to conserve resources; your directors have not recommended any dividend for the Financial Year 2023-24.

5. transfer of unclaimed dividendto investor education and protection fund

During the year under review, there is no unclaimed/unpaid dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

6. share capital

During the financial year under review; the board at its meeting held on 15^th March, 2023 subject to approval of the shareholders of the company, recommended

i. Preferential issue of upto 12,00,000 equity shares of face value of Rs. 10/- each at an issue price of Rs. 78/- on a private placement basis.

Resolutions with regard to the aforesaid matter, was duly approved by the shareholders vide an Extraordinary General Meeting dated 14^th April, 2023. Thereafter, the board of directors having received the share application money for 8,75,000 equity shares, approved the allotment of upto 8,75,000 equity shares of face value of Rs. 10/- each at an issue price of Rs. 78/- on a private placement basis vide a board meeting dated 29^th May, 2023 post the requisite approval from shareholders and the stock exchange (BSE Limited). The new shares issued were ranking pari passu with the existing fully paid-up equity shares of the company.

Further, the company had received shareholders and the stock exchange (BSE Limited) approval for additional issuance of Upto 25,64,102; 6% Secured, Unrated, Unlisted Optionally Convertible Debentures (''OCD''). However, due to circumstantial events, purely belonging to the internal matter of Investor, requisite financial arrangements were not met within the prescribed time period laid under the SEBI (ICDR) Regulations, 2018. Thus, the said issue had lapsed. The requisite filings with respect to said matter are compiled henceforth.

Furthermore, the Authorized Share Capital of the company was also increased from Rs. 13,00,00,000/- (Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore Thirty Lakh Only) equity shares of face value of Rs. 10/- (Rupees Ten Only) each to Rs. 14,20,00,000/- (Rupees Fourteen Crore Twenty Lakh Only) divided into 1,42,00,000 (One Crore Forty-Two Lakh Only) equity shares of Rs. 10 /- (Rupees Ten Only) each pursuant to the Preferential issue of equity shares.

Thus, the overall capital structure of the Company pre and post preferential issue of equity shares (on private placement basis) is as stated below:

particulars	pre preferential issue	post preferential issue
Authorized Share Capital	Rs. 13,00,00,000/- divided into 1,30,00,000 equity shares of Rs. 10 /- each	Rs. 14,20,00,000/- divided into 1,42,00,000 equity shares of Rs. 10 /- each
No. of fully paid-up equity shares	1,29,43,876	1,38,18,876
Face value per share (in Rs.)	Rs. 10/-	Rs. 10/-
Issued, Subscribed and Paid-up Share Capital	Rs. 12,94,38,760/-	Rs. 13,81,88,760/-

Moreover, after the end of financial year 2023-2024 and as on date of this report, the company has received the requisite shareholders'' approval for raising of funds by way of a Further Public Offering (FPO) for upto Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only). Accordingly, as on date of this report; the current Authorized share capital of the company has increased to Rs. 24,50,00,000/- and the same is detailed below:

particulars	F.Y. 2023-24	F.Y. 2024-25
Authorized Share Capital	Rs. 14,20,00,000/- divided into 1,42,00,000 equity shares of Rs. 10 /- each	Rs. 24,50,00,000/- divided into 2,45,00,000 equity shares of Rs. 10 /- each

7. details of significant and material orders passed by the regulators /courts / tribunals impacting the going concern status and company''s operations in future

During the financial year under review, there were no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

8. adequacy of internal financial controls with reference to the financial statements

During the year under review, your company has appointed A.D. Brahmbhatt & Co., Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2023-2024 to evaluate and manage the efficacy and adequacy of Internal Controls and to ensure that adequate systems which are placed in the company, are adhered with time to time checks and to ensure that the compliance procedures and policies are adhered. Moreover, during the year, such controls were tested and accordingly, no reportable material weaknesses in the operations of the company were observed.

9. material changes and commitment if any affecting the financial position of the company occurred between the end of the financial yearto which this financial statements relate and the date of the report

The Board wishes to inform its members that between the end of the Financial Year 2023-2024 and the date of this report the following material changes and commitments affecting the financial position of your company took place:

a) The company had received ''In-principal approval'' for the issue of 8,75,000 equity shares

of Rs. 10/- each to be issued at a price not less than Rs. 78/- on preferential basis and issuance of upto 25,64,102, secured, unrated, unlisted Optionally Convertible Debenture (OCDs) of face value of 78/- each ("OCD") on such terms and conditions as may be determined by board, on a preferential basis ("Preferential Issue").

However, due to circumstantial events, purely belonging to the internal matter of Investor, requisite financial arrangements were not met within the prescribed time period laid under the SEBI (ICDR) Regulations, 2018. Thus, the said issue was postponed and withdrawn by the company in order to adhere with the SEBI (ICDR) requirements and the stock exchange guidelines.

b) The company had received the requisite shareholders'' approval for making disinvestment in GOBLIN FRANCE SARL, the wholly-owned subsidiary company of Goblin India Limited. Moreover, the procedural formalities for the same are still under process and shall be completed as per mutual terms agreed between parties.

c) The company had received the requisite shareholders'' (vide Extraordinary General Meeting dated 8^th June, 2024) and stock exchange''s (BSE Limited) approval for issuance of upto 6,00,000 convertible equity warrants on preferential basis to non-promoters. However, due to non-fulfillment of financial obligations by the investors within the prescribed time limit as per the SEBI (ICDR) Regulations; the said issue had lapsed and the board decided to consider the said issue once requisite approvals from appropriate authorities are received by the company.

d) The company has received the requisite shareholders'' approval vide Extraordinary General Meeting dated 8^th June, 2024 for raising of funds upto Rs. 25 Crores via further public offering of equity shares of the company in order to expand company''s business profile including its manufacturing and production capacity. Further, the company has initiated the requisite procedural formalities in order to execute the said offer of securities.

10. conservation of energy, technology absorption and foreign exchange earnings and outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure "A" which forms part of this report.

11. statement concerning development and implementation of risk management policy of the company

The risk management process is followed by the company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating to senior management.

12. secretarial standards

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

13. listing with stock exchange

The equity shares of the Company are traded on SME exchange of Bombay Stock Exchange (BSE

SME) post listing of equity shares on 15^th October 2019.

14. particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

Details of loans given, guarantees issued or investments made to which provisions of Section 186 as applicable are given in the notes to the Financial Statements and are in compliance with the provisions of the Companies Act, 2013.

15. particulars of contracts or arrangements made with related parties

With reference to Section 134 (3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the company during the financial year, were in the ordinary course of business and on an arm''s length basis.

The details of transactions with the company and related parties are given as information under Notes to Accounts and Form AOC-2 as Annexure "B" which forms part of this Report.

16. explanation or comments on qualifications, reservations or adverseremarks or disclaimers made by the auditors and the practicingcompany secretary in their reports

The Statutory Auditors have raised certain qualifications, reservations or remarks in their respective audit report for the financial year ended on 31^stMarch, 2024. The specific notes forming part of the accounts referred to in the Auditor''s Report are self-explanatory, however, for certain qualifications and remarks of the auditors, the board has given adequate explanations which is mentioned below:

sr.no.	qualified opinion	management''s reply on auditors qualified opinion
1.	trade receivables:
	The Company''s Trade Receivables are carried in the Balance Sheet at Rs. 3,038.78 Lakhs (Standalone Basis) and Rs. 3,152.23 Lakhs (Consolidated Basis), out of the same, Trade Receivables outstanding for more than three years amounts for Rs. 365.71 Lakhs.	Management has assessed that: no ''adjustments are required for carrying value of the said balances. As per the requirements of AS - 29 ''Provisions, Contingent Liabilities and Contingent Assets''. Consequently.
		In addition to above, the management informed that the Trade Receivables outstanding from debtors of Rs. 6.93 Crore for more than 2 years are not to be treated as bad debts.
		As the resulting delay in receipt of payment from debtors is due to COVID-19 situations and circumstances that had impacted

		business and furthermore, had slowed down business operations. However, apart from above the other debtors have committed to the management that they will make payment within reasonable time period and furthermore the company has also taken actions to review and amend its credit period given to debtors.
2.	INVENTORIES:
	The Company generally follows AS - 2 and	Management has assessed that; no
	value the inventory at cost or Realizable	adjustments are required for
	value whichever is lower. However, the	carrying value of inventories. The
	closing stock of Rs. 1,423.79 Lakhs includes	management is of the opinion that
	slow-moving stock of Rs. 546.65 Lakhs (on	the Company will sell their slow
	standalone basis) and Rs. 1,617.77 Lakhs	moving stock as per the actual
	includes slow-moving stock of Rs. 546.65	price and not at any discounted
	Lakhs (on consolidated basis) which is	price. So there is no need to value
	valued at cost and needs to be valued at	the slow moving stock at NRV (Net
	NRV. Management has assessed that; no adjustments are required for the carrying value of inventories, which is not in accordance with the requirements of AS 2 ''Valuation of Inventories''. Consequently, in the absence of sufficient appropriate audit evidence to support the Management''s contention of valuation of such inventories, we are unable to comment upon the adjustments if any, that are required consequential impact if any on the accompanying standalone financial results.	Realizable Value).
3.	payment of interest on dues of micro and small enterprises as per MSMED act:
	For the year ending on 31st March 2024, the	The management has assessed that
	company has total outstanding dues	as the outstanding amount is under
	amounting to Rs. 84.90 Lakhs (Previous Year	dispute and as of now there is no
	Rs. 100.22 Lakhs) to the Micro and Small	requirement to provide any
	Enterprises, which qualify as per the definition given in the MSMED Act, 2006. As	interest on such outstanding dues.
	per the provisions of MSMED Act, if the	Accordingly, the company has not
	payment is not made within time stipulated	made any provision for providing
	therein, interest on outstanding amount is	interest on the same. Further, the
	payable. For the period under	management affirms that if the
	consideration, the company does not	dispute is resolved it shall make
	provide any interest due on the outstanding	payments as per provisions of

	balance due to Micro and Small Enterprises. Management has assessed that; as the payment outstanding is under dispute, there is no need to provide any interest on such outstanding dues. Consequently, in the absence of sufficient appropriate audit evidence to support the Management''s contention of not providing the interest due to Micro and Small Enterprises, we are unable to comment upon the adjustments if any, that are required consequential impact if any on the accompanying standalone financial results.	MSMED Act.
4.	payment of managerial remuneration as per section 197 of the companies act, 2013: The Company has accounted for managerial remuneration paid / payable to Whole Time Directors (including Managing Director) of the Company aggregating Rs. 27 Lakhs for the financial years ended 31 March 2024 (Previous year Rs. 24 Lakhs) in excess of the limits prescribed under Section 197 of the Act, in respect of which approvals from the shareholders have been obtained as prescribed, however prior approval from the lenders of the Company in accordance with Section 197 has not been obtained by the Company.	The management of the company hereby clarifies that the managerial remuneration paid is within the limits provided under the Companies Act, 2013. However, one of _ the conditions as stated by the auditor in his report remained unfulfilled and the same was due to an ongoing dispute with one of its lenders; as a result of which the company was unable to obtain prior approval of such lender. However, the company has assured to resolve the said dispute and furthermore has assured that it shall not make payment of remuneration to its managerial personnel till such dispute is resolved and prior approval is obtained from the lender.
5.	default in repayment of loans taken from bank: The company during the year and also in the previous year had not made repayment of dues to banks. As shown in the LongTerm Borrowings and Short-Term Borrowings of the financial statement for the year ended 31.03.2024, amounting to Rs. 1,564.65 Lakhs (Previous Year Rs. 1,765.21) which represent the Term loan from Banks and NBFCs. Such amount includes an amount of Rs. 60.27 Lakhs (on standalone basis) and Rs. 1,578.18 Lakhs	The management of the company hereby clarifies that as the company has an ongoing dispute with the said bank; it has not made payments to the said bank. However, the management has assured to resolve the dispute and clear all the pending payments at the earliest.

(Previous Year Rs. 1,929.93 Lakhs) which represent the Term loan from Banks and NBFCs. Such amount includes an amount of Rs. 60.27 Lakhs (on consolidated basis), being GECL loan from Deutsche Bank for which the company has not made any repayment.

The Secretarial Auditors have notified certain comments in their Secretarial Audit Report for F.Y. 2023-24 for non-complying in timely manner on certain SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015; compliances.

Further, the below table provides a brief on clarification provided by the management in respect of observations made by Secretarial Auditor in the Secretarial Audit for the year ended 31^st March, 2024:

Reference No.	Secretarial Auditor''s Observations	Company''s Reply
1.	Pursuant to provisions of Section 197 of the Companies Act, 2013 i.e. Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits. The Company has accounted for managerial remuneration paid / payable to Whole Time Directors (including Managing Director) of the Company in excess of the limits prescribed under Section 197 of the Act, in respect of which approvals from the shareholders have been obtained as prescribed, however prior approval from the lenders of the Company in accordance with Section 197 has not been obtained by the Company.	The management of the company has clarified that the managerial remuneration paid is within the limits provided under the Companies Act, 2013. However, one of the conditions as stated by auditor remained unfulfilled and the same was due to an ongoing dispute with one of its lenders; as a result of which the company was unable to obtain prior approval of such lender. However, the company has assured to resolve the said dispute and furthermore has assured that it shall not make payment of remuneration to its managerial personnel till such dispute is resolved and prior approval is obtained from the lender. Furthermore, the managerial remuneration already paid shall be held in trust for the company by respective directors.
2.	The Company has taken the Loan from Kanhaiya Mercantile LLP that is considered as deposit as per section 73 of the Companies Act, 2013. Further the said outstanding loan disclosed in DPT-3 as loan from Private Company instead of deposit.	The management has informed that they shall repay the loan taken from Kanhaiya Merchantile LLP and shall conclude the same in the ensuing financial year.
3.	Delay in submission of EGM proceedings for Extraordinary General Meeting held on 7th August, 2023	The management has clarified that the delay had occurred due to some technical glitch in receiving the recordings of meeting and other

		related details from our Depository. Therefore, the said delay was due to inadvertence. As a result of such unforeseen situation, there was a delay in submission of EGM proceedings. Moreover, please consider that our company has been diligent in adhering with all the applicable SEBI listing regulations from time to time and further ensures timely compliance in future too.
4.	Delay in submission of event based disclosure within the prescribed time period as required under Regulation 30 of the SEBI (LODR) Regulations, 2015.	The management has informed that the said delay was due to non -receipt of Certificate of Incorporation for the said wholly owned subsidiary from the MCA portal and due to lack of adequate information for disclosure under Regulation 30; as result there was a delay in submission of information and details within the prescribed time period as stated above.

17. POLICIES

a. vigil mechanism/ whistle blower policy

In compliance with Section 177 of the Companies Act, 2013and other applicable provisions, the company has formulated a Vigil Mechanism / Whistle Blower Policy (Mechanism) for its Stakeholders, Directors and Employees in order to promote ethical behavior in all its business activities and in line with the best governance practices and he company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

Vigil Mechanism provides a channel to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy. It provides adequate safeguards against victimization of directors, employees and all stakeholders. It also provides direct access to the Chairman of the Audit Committee.

The policy is available on the website of the company www.goblinindia.com

b. protection of women against sexual harassment

Your company believes in providing a healthy, safe and harassment-free workplace for all its employees. Further company ensures that every women employee is treated with dignity and respect.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints of sexual harassment have been received by the company.

c. code of conduct to regulate, monitor and report trading by insiders

Your company has in place the code of conduct to regulate, monitor and report trading by Directors and Designated Employees in order to protect the investor''s interest as per Securities and Exchange of Board of India (Prohibition of Insider Trading) regulations, 2015. As per the code periodical disclosures and pre-clearances for trading in securities by the Directors, Designated Employees and Connected Persons is regulated and monitored.

18. directors and key managerial personnel

a. board of directors and key managerial personnel

The present Board of Directors consists of half of Non-executive/ Independent directors.

As on date the board comprises of one (1) Managing Director, one (1) Whole-time Director, one (1) Executive Director, one (1) Non-Executive Director and two (2) Independent Directors (NonExecutive).

The company has an executive chairman and the number of non-executive/independent directors is 50% of the total number of directors. The Company, therefore, meets with the requirements relating to the composition of the Board of Directors.

Thus, the composition and category of Directors & KMP are as follows:

category	name of directors & key managerial personnel alongwith their designation
Promoter & Executive Director	Mr. Manojkumar Jagdishprasad Choukhany (Chairman & Managing Director)
	Mrs. Sonam Choukhany (Whole-time Director)
	Mr. Yatin Hasmukhlal Doshi (Executive Director)
Non - Executive Director	Mr. Manish Agrawal (Non - Executive Director)
Independent Directors	Ms. Harshita Singhal (Non - Executive Independent Director)
	Mrs. Nidhi Jain (Non - Executive Independent Director)
Key Managerial Personnel	Ms. Farhat Mohanif Patel (Company Secretary and Compliance Officer)

	Mr. Ajay Singhania
	( Chief Financial Officer)

Declaration of Independence

All independent directors have given declarations confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

Independent Directors'' Meeting:

The Independent Directors met on 5^th September, 2023 and reviewed the performance of nonindependent directors and the Board as a whole; the performance of the Chairman of the company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

b. meetings of the board

During the year under review, seven (7) board meetings were convened. The intervening gap between the meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) 2015, as amended from time to time.

Furthermore, during the year under review and as on the date of this report; the company has held three (3) Extraordinary General Meeting of members which is as detailed below:

sr. no.	particulars
1.	Extraordinary General Meeting dated 14th April, 2023
2.	Extraordinary General Meeting dated 7th August, 2023
3.	Extraordinary General Meeting dated 8th June, 2024

c. committees of the board of directors

In compliance with the requirement of applicable laws and as part of the best governance practice, the Board has constituted various Committees of its members. These Committees hold meetings at such frequencies as is deemed necessary by them to effectively undertake and deliver upon the responsibilities and tasks assigned to them. Minutes of the meetings of each of these Committees are tabled regularly at the Board Meetings.

Your Company currently has 3 (Three) Committees viz.: as per changes in board members during the year.

(a) Audit Committee

The Audit Committee comprises of the following members at present: -

sr. no.	name	category	designation
1)	Ms. Nidhi Jain	Independent Director	Chairman
2)	Ms. Harshita Singhal	Independent Director	Member
3)	Mr. Manojkumar Choukhany	M a n a gi n g D irector	Member

Four (4) Audit Committee meetings were held during the financial year 2023-24. Moreover, the Company Secretary acts as the Secretary of the Committee.

Composition

The Company has a qualified and Independent Audit Committee which acts as a link between the Statutory and Internal Auditors and the Board of Directors. The terms of reference of the Audit Committee cover the matters specified for Audit Committee in the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.

(b) Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following members at present-

sr. no.	name	category	designation
1)	Mr. Manish Agarwal	Non-Executive Director	Chairman
2)	Ms. Nidhi Jain	Independent Director	Member
3)	Mr. Manojkumar Choukhany	M a n a g i n g D irector	Member

Three (3) meetings were held for the Committee during the financial year 2023-24. Moreover, the Company Secretary acts as the Secretary of the Committee. There is no outstanding complaint as on 31^st March, 2024.

Composition

The Stakeholders Relationship Committee is constituted according to Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The Committee ensures cordial investor relations and oversees the mechanism for redressal of investor grievances. The Committee specifically looks into redressing shareholders and investor complaints/ grievances pertaining to share transfers, non-receipts of annual reports, non- receipt of dividend and other allied complaints.

(c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following members at present-

sr. no.	name	category	designation
1)	Ms. Nidhi Jain	Independent Director	Chairman

2)	Mr. Manish Agarwal	Non-Executive Director	Member
3)	Ms. Harshita Singhal	Independent Director	Member

Three (3) Nomination and Remuneration Committee meetings were held during the financial year 2023-24. Moreover, the Company Secretary acts as the Secretary of the Committee.

board evaluation

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

d. directors'' responsibility statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm:

(a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

(b) That they had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) That they had taken proper and sufficient care 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;

(d) That they had prepared the Annual Accounts on a going concern basis;

(e) That they had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. auditors

(i) statutory auditors

The Statutory Auditors of the company M/s. O.R. MALOO & CO, Chartered Accountants, Ahmedabad having ICAI Firm Registration No. 135561W, have presented the audit report for the year under review.

(ii) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Mukesh J. & Associates, Company Secretaries for conducting secretarial audit of the company for the year ended 31^st March, 2024. Secretarial Audit Report shall be issued by Mr. Mukesh Jiwnani, Practicing Company Secretary in Form MR -3 ("Annexure - F") forms part of this report.

20. finance & accounts

Your Company prepares its financial statements (Standalone and Consolidated) in compliances with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India.

Cash and Cash Equivalents on Standalone basis as at 31^st March, 2024 were Rs.10,52,000/-Cash and Cash Equivalents on Consolidated basis as at 31^st March, 2024 were Rs. 19,51,000/-

The company continues to focus on its working capital; receivables and other parameters were kept under check through continuous monitoring.

21. public deposits

Your company has not invited, accepted, received or renewed any deposits from public falling within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014, as amended from time to time during the year under review and accordingly, there were no deposits which were due for repayment on or before 31^st March, 2024.

22. SHARES

a. BUY BACK OF SECURITIES

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

b. SWEAT EQUITY

The Company has not issued any sweat equity shares during the year under review.

c. bonus shares

The Company has not issued bonus shares during the year under review.

d. employees stock option plan

The Company has not provided any Stock Option Scheme to the employees.

23. subsidiaries, joint ventures and associate companies

Your company has two subsidiary companies during the year under review; namely Goblin France SARL and Goblin Industries (India) Private Limited but does not have any Joint Venture or Associate Companies. The Report on the performance and financial position of subsidiaries in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Act and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report as

Annexure"C".

24. CORPORATE GOVERNANCE

In line with the Company''s commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions as prescribed in SEBI Listing Regulations and other applicable provisions.

25. LITIGATIONS

There were no litigations outstanding as on 31^st March, 2024 except for litigations filed with statutory authorities as stated in the Audit report for FY 2023-24.

26. details of application made or proceeding pending under insolvency and bankruptcy code 2016:

During the year under the review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

27. number of complaints relating to child labour, forced labour, involuntary labour

During the year under review, no cases of child labour, forced labour, involuntary labour and discriminatory employment were reported.

28. extract of annual return

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at www.goblinindia.com

29. management discussion and analysis (mda)

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the company for the year under review is given as a separate statement as Annexure -"E", which forms part of this Annual Report.

30. familiarisation programme for independent directors

Your company has in place a structured induction and familiarization programme for the Independent Directors of the company. Your company through such programmes, familiarizes the Independent Directors with a brief background of your company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events, etc. They are also informed of the important policies of your company including the Code of Conduct for Directors and Senior Management Personnel and the Code of Conduct for Prevention of Insider Trading. Brief details of the familiarization programme are uploaded on the website of your company (www.goblinindia.com).

31. particulars of employees

Disclosures pertaining to remuneration and other details as required under 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 attached as Annexure "D" which forms a part of this report.

32. human resource management

At Goblin India Limited, we believe that human resources are precious assets of the company. The motto during the year has been to enhance the morale and capabilities of the employees. We strongly believe in favorable work environment that encourages innovation and creativity. Your Company has established an organization structure that is agile and focused on delivering business results, stimulating performance culture and motivating employees to develop themselves personally and professionally.

33. fraud reporting

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

34. cautionary statement

Statements in the Board''s Report describing the company''s objective, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement.

35. acknowledgement

The Directors wish to place on record their appreciation for the assistance, cooperation, and support received from all the clients, vendors, bankers, Registrar of Companies, auditors, suppliers, Government bodies, shareholders and other business associates.

The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the company to grow during the year under review.

The Board deeply acknowledges the trust and confidence placed by the clients of the company and all its shareholders. Your Directors look forward to the long term future confidently.

For and on behalf of the Board

sd/-

Place: Ahmedabad Manojkumar Choukhany

Date: 4^th September, 2024 Chairman & Managing Director

DIN:02313049