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

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.

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:

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.

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:

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:

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

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:

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: -

* 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:

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: -

* 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:

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: -

* 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.

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