Goblin India Ltd Directors Report

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.

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).

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

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.

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

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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.

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.

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 exchanges (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 companys 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 arms 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 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:

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 investors 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.

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 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, 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.

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

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

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

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 Companys 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 Boards Report describing the companys 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.