Ghushine Fintrrade Ocean Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your directors have pleasure in presenting the 30^THAnnual Report together with the
Audited Financial Statement (STANDALONE) for the financial year ended on 31^st March,
2025 and Auditors Report thereon.

1. FINANCIAL RESULTS

The summarized financial results (STANDALONE) for year ended 31 ^st March 2025 are as
under:

PARTICULARS	Current year	Previous year
	31/03/2025	31/03/2024
Income from Operations	451.81	144.67
Other income	22.72	22.60
TOTAL INCOME	475.54	167.27
Less : Total Expenditure	474.29	166.92
Profit/(Loss) before extraordinary items and Tax	0.24	0.36
Less: Extraordinary items	0.00	0.00
Profit/(Loss) before Tax	0.24	0.36
Less : Provision for Tax/ Current tax	0.06	0.14
: Deferred Tax	(0.15)	(0.02)
: Excess/short provision relating to earlier year Tax	0.00	0.00
Profit/(Loss) after Tax	0.34	0.02
Balance	0.00
Add: Surplus/Deficit B/F. from Pre. Year	13.42	13.40
Less: Changes in Equity share Capital due to Prior Period Errors.	0.00
Balance Carried to B/s.	13.76	13.42

Profit after Tax for the current FY is Rs. 0.34 lacs as compared to profit of Rs. 0.02 lacs in
the previous year.

2. DISCLOSURES UNDER SECTION 134(3) OF THE COMPANIES ACT.2013

• Section 134(3)(a)EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, as amended, the extract of the
Annual Return as at March 31, 2025, in the prescribed form MGT -9, is not required to be
attached. However, Website of the Company is not functional and under development, Annual
Return in Form MGT-7 will be placed on Company’s website once it becomes functional and will
be available for access at http://www.ghushineindia.com/

• Section 134(3)(b) NUMBER OF BOARD MEETINGS:

During the Financial Year 2024-25, 8 [Eight] meetings of the Board of Directors of the Company
were held as under:

13.05.2024	29.06.2024	12.08.2024	07.09.2024
25.10.2024		07.12.2024	24.12.2024
17.03.2025

Particulars of director’s attendance at Board Meetings and Committee Meetings as
required under Secretarial Standard is enclosed at Annexure-I forming part of the
Board Reports.

• Section 134(3)(c)DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the
directors confirm that:—

• in the preparation of the annual accounts, for the financial year ended March 31,

2025 the applicable accounting standards had been followed along with proper
explanation relating to material departures;

• the directors 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 31^st March, 2025
and of the profit and loss of the company for that period;

• the directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other
irregularities;

• the directors had prepared the annual accounts on a going concern basis; and

• The directors had laid down internal financial controls to be followed by the company

and that such internal financial controls are adequate and were operating
effectively.

• The directors had devised proper systems to ensure compliance with the provisions

of all applicable laws and that such systems were adequate and operating
effectively.

Section 134(3)(ca) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO
THE CENTRAL GOVERNMENT;

The Directors state that no fraud by Company has been committed nor any fraud on the
Company by its officers/employees has been noticed during the Financial Year 2024-25.

The Auditors have not reported any fraud by the Company or any fraud on the Company
by its officers/employees to the Audit Committee and to the Board of Director during the
Financial Year.

There is no fraud exceeding the limit prescribed auditor has not field any report of fraud
to the Central Government under Section 143 (12) of Companies Act, 2013.

• Section 134(3)(d) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary
declaration from each Independent Director confirming that they meet the criteria of
Independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

• Section 134(3)(e) COMPANIES POLICY ON DIRECTORS APPOINTMENT,

REMUNERATION AND INDEPENDENCE

As required by Section 178(1)/178(3) of the Companies Act, 2013read with Regulation 19 of
SEBI (LODR) Regulations, 2015, Company has constituted Nomination and Remuneration
Committee which formulate the criteria for determining qualification, positive attribute and
independence of a director and has recommended a policy to the Board relating to
remuneration of directors, Key Managerial Personnel and other employees and Board is
implementing the same.

The company has placed policy on Company’s website. http://www.ghushineindia.com/

• Section 134(3)(f) BOARD COMMENTS OR EXPLANATION ON QUALIFICATION

RESERVATION OR ADVERSE REMARK BY AUDITOR OR PRACTICING COMPANY
SECRETARY

AUDITORS REPORT

There is no adverse remarks or observations nor auditors have qualified their report, hence,
no clarification is required by the Board.

SECRETARIAL AUDITOR:

In respect of Remarks of Secretarial Auditor in their report in Form MR-3 read with Annexure-I
thereon, the Board would like to inform that the Board has initiated steps for revocation of
suspension of trading and waiver of fines levied by with Bombay Stock Exchange Limited.

Regarding non-compliance on company law matters, Board is taking corrective steps for
proper compliance.

In respect of Remarks of Secretarial Auditor regarding explanation sought by the Registrar of
Companies, Gujarat, Company has filled reply with ROC, Gujarat.

Other remarks of Secretarial Auditor are self-explanatory and needs no comment by the
Board.

• Section 134(3)(g) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Company is not a Core Investment Company and has not made investment through any layers of
investment Companies.

Company has given loan to person or body corporate, during the Financial Year. The company has
not given guarantee or provided security in connection with a loan to any other body corporate or
person. Provisions of Section 186(2)(a)(b) of Companies Act, 2013 are not applicable to the
Company.

The company has invested and acquired shares of MERCURY VENTURES PRIVATE LIMITED
(CIN: U29219GJ2006PTC048287) on account of conversion of loan into equity by the said company.
The investment is not in excess of limits specified in section 186(2)(c) of Companies Act, 2013, said
provision are not applicable to the Company.

The prescribed particulars of Loan and investment and guarantee is attached as Annexure-II.

• Section 134(3)(h) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES

All the related party transaction entered into during the financial year 2024-25 were at an
arm’s length basis and in ordinary course of business. No material related party
transactions were entered during the financial year by the Company.

All transactions with related parties were reviewed and approved by the Audit Committee.
Prior omnibus approval is obtained for related party transactions which are of repetitive
nature and entered in the ordinary course of business and on an arm’s length basis.

A statement giving details of all related party transactions is placed before the Audit
Committee on a quarterly basis for its review. The policy on RPT is placed on website of the
company. http://www.ghushineindia.com/

The details of the transactions with related parties are also provided in the accompanying in
Form AOC-2 annexed as ‘Annexure - III’ forms part of this report.

• Section 134(3)(i) STATE OF COMPANY’S AFFAIRS:

The company is engaged in Textiles business.

The revenue of the company during the year increased to Rs.474.54 lacs in the current
year compared to Rs. 167.27 lacs previous year.

The company earned profit after tax of Rs. 0.34 lacs as compared to profit of Rs. 0.02 lacs
in the previous year.

At present your company has no plan to enter into any other business.

• Section 134(3)(j) TRANSFER TO RESERVES:

Board of Directors do not recommend to transfer any amount out of profits to the
reserves

• Section 134(3)(k) DIVIDEND

The Board of directors do not recommend any dividend for the FY ended 31^st March
2025.

• Section 134(3)(l) MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT
AND END OF FINANCIAL YEAR

In the opinion of board of directors there are no material changes & commitments
which have occurred after Balance Sheet date till the date of the report affecting the
financial position of the Company except as under:

Company has received summons under section 70 of the Central Goods & Services
Act,2017.

• Section 134(3)(m) CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION,

FOREIGN EXCHANGE AND OUTGO

The relevant particulars are given in prescribed form annexed as ANNEXURE IV to
this report.

• Section 134(3)(n) RISK MANAGEMENT POLICY:

Your Company is exempt from reporting on compliance with the corporate governance
provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, [24A], 25, 26,
27 and clauses (b) to (i)[and (t)] of sub-regulation (2) of regulation46 and para C , D
and E of Schedule V of SeBi (Listing Obligation and Disclosure requirements)
Regulations, 2015. Company is also exempt under regulation 21 of SEBI (Listing
Obligation and Disclosure requirements) Regulations, 2015 from reporting on risk
management.

Your Company do not fall into category of Top 1000 listed entities, determined on the
basis of market capitalization, as at the end of the immediate previous financial year,
Company is exempt from constitution of Risk Management committee, under the
provisions of Companies Act, 2013.

The board is fully aware of Risk Factors and is taking preventive measures wherever
required.

• Section 134(3)(o) CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY:

The Provisions of CSR under section 135 of the Companies Act, 2013, read with Rule
8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, your
company do not fulfill the threshold limits of Turnover of Rs. 100 Cr. Or Net Profit of
Rs. 5 Cr. And Net Worth of Rs. 10 Cr. Hence, the same is not applicable to your
company.

• Section 134(3)(p) FORMAL ANNUAL EVALUATION

Section 134 (3) (p) read with Sub-rule (4) of Rule 8 of the Companies (Accounts) Rules,
2014,Company is exempt on reporting under this clause as paid-up share capital of the
company calculated at the end of the preceding financial year is not twenty-five crores or
more.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation process for the Board, its
Committees and Directors. The Nomination and Remuneration Committee (NRC) has also
formulated criteria for determining qualifications, positive attributes and independence of
Directors in terms of Section 178(3) of the Act.

• Section 134(3)(q) OTHER MATTERS

Pursuant to provisions of Section 134(3)(q) read with Rule 8(5) of the Companies
(Accounts) Rules 2014 the Board hereby reports as under

a. FINANCIAL SUMMARY OR HIGHLIGHTS:

This has already been reported under the head Financial Highlights

b. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no major change in the nature of business carried on by the company compared to the
previous year.

c. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR

ASHWINI J. BARDOLIYA (10881182) was appointed as independent director W.E.F
24.12.2024.

PRATIK R. JARIWALA (07762431) resigned as director W.E.F 24.12.2024.

AMBICA PAL SHARMA was appointed as Company Secretary and Compliance Officer W.E.F
07/12/2024.

JENISH DIPESHBHAI SADADIWALA was appointed as CEO W.E.F. 07/12/2024.

ALOK BHOPALSINGH JAIN (MANAGING DIRECTOR) was appointed as CFO also W.E.F.
07/12/2024.

d. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR.

ASHWINI J. BARDOLIYA (10881182) was appointed as independent director and board
is of the opinion that she fulfills all conditions for appointment as independent director.

e. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

As on March 31, 2025, the Company has no subsidiary, joint venture or associates.

Further during the year there is no Company which became or ceased to be the subsidiary, joint
venture or associates of your Company. Therefore, disclosure under first proviso to Section
129(3) in prescribed form AOC-1 is either nil or not applicable attach as ANNEXURE-V.

f. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, excepting Inter
corporate loan/ Deposit which are exempt from Deposit under said rules. Required disclosure is
as under:

(a) accepted during the year; Nil

(b) remained unpaid or unclaimed as at the end of the year; Nil

(c) there has been no default in repayment of deposits or payment of interest thereon during the
year. In case of default, number of such cases and the total amount involved-

(i) at the beginning of the year; Nil

(ii) maximum during the year; Nil

(iii)At the end of the year; Nil

g. THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF CHAPTER V OF THE ACT;

Company has not accepted any deposits which are not in compliance with the requirements of
chapter v of the Act.

h. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS:

Pursuant to the provisions of SEBI has levied penalty as under for various defaults under SEBI
(LODR) Regulations, 2015and listing agreements.

CATEGORY OF FEES/ FINES PAYABLE	QUANTUM PAYABLE
Processing fees for revocation of suspension	Rs. 29,500/-
Annual listing fees	Rs. 79,740/-
Reinstatement fees	Rs. 1,77,000/-(excluding GST/CGST)
Fines levied pursuant to the provisions of SEBI	Rs. 11,53,920/-(excluding GST/CGST)
SOP circular

BSE Limited has suspended trading in securities of the company.

Registrar of Companies Gujarat Dadra & Nagar Haveli has imposed penalty of Rs. 1,00,000/- on
the company and Rs. 1,00,000/- on Mr. Alok Jain, officer in default wide order no. ROC-GJ/2020-
21/ Ghushine Fintrrade / ADJ. ORDER/Sec.12/ Dated: 19 January 2021/5183.

The company preferred an appeal against the said order, before the adjudicating officer which
was dismissed by the adjudicating officer. The company has challenged the order of the
adjudicating officer before Honorable High Court of Gujarat.

If above liability are crystallized, then financial position of the company will be adversely
affected and at the same time will impact the Going Concern status of the company.

i. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial
transactions. During the year, such controls were tested and no reportable material weaknesses
in the design or operation were observed.

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143of the
Companies Act,2013("the Act”), is attached with auditor’s report.

j. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

The Company do not satisfy the criteria of threshold limits specified for maintenance of cost
records/cost audit as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013, the said provisions are not applicable to Company.

3. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy on prevention, prohibition and Redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. Your
Company is not required to constitute an Internal Complaints Committee as number of
employees is less than 10.

Details required to be disclosed under the provision of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013, are as under:

Particulars	C.Y.	P.Y.
No. of Complaints pending for disposal at the beginning	Nil	Nil
No. of Complaints received during the financial year	Nil	Nil
No. of complaints disposed off during the financial year	Nil	Nil
No. of complaints pending for disposal at the end of financial year	Nil	Nil

4. STATEMENT ON MATERNITY BENEFIT ACT, 1961COMPLIANCE

In accordance with MCA notification Companies (Accounts) Second Amendment Rules,
2025, vide notification GSR 357(E) Dated 30.05.2025 and applicable from 14.07.2025,

company states that it has complied with provisions of MATERNITY BENEFIT ACT,

1961, during the Financial year 2024-25.

5. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XI PROCEEDING UNDER IBC

In the opinion of, and to the best of Knowledge of Board of Directors of Company, the Company
has not filled any application under the Insolvency and Bankruptcy Code, 2016 during the year
nor any proceedings against the Company is pending under the Insolvency and Bankruptcy
Code, 2016, as at the end of Financial Year 2024-25.

6. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XII VALUATION DIFFRENCE
SETTELMENT

Your Company has not entered into one time settlement with Banks or Financial Institutions
during the Financial Year hence the details of difference between the amount of the valuation
done at the time of one time settlement and the valuation done while taking loan from the Banks
or Financial Institutions is not applicable.

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

Remuneration to Directors and KMP: As required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required
details is annexed as ANNEXURE VI to corporate governance report attached with this
report.

None of the employee was in receipt of remuneration exceeding the limit as stated in rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The company has no employees (not being directors or their relatives) who are posted and
working outside India drawing remuneration of more than Rs. 60 lacs p.a. or Rs. 5 lacs p.a.
during the financial year.

7. REAPPOINTMENT OF INDEPENDENT DIRECTOR

During the year, there is no Appointment or Re-appointment of Independent Directors.

8. CHANGE IN COMPOSITION OF THE BOARD AND KMP
Details provided in para 3.

9. DISQUALIFICATION OF DIRECTORS

Pursuant to provisions of Section 164(2) (b) and Section 167 of the Companies Act
2013 the company has received a declaration from directors that none of them are
disqualified to hold post as director of the company.

10. DISCLOSURE UNDER SECTION 177,178 COMMITTEES OF THE BOARD
Audit committee:

Information about Audit Committee is provided under the head Corporate Governance Report
attached with this report.

Nomination And Remuneration Committee

Information about Nomination and Remuneration Committee is provided under the head
Corporate Governance Report attached with this report.

Stakeholders and Investor Grievance Committee

Information about Stakeholders and Investor Grievance Committee is provided under the head
Corporate Governance Report attached with this report.

Vigil Mechanism committee

The Company has framed vigil mechanism in terms of The Companies Act, 2013. Further, every
employee of the Company can directly report to the Chairman of the Audit Committee when she
/ he becomes aware of any actual or possible violation of the Code or an event of misconduct,
act of misdemeanor or act not in the Company’s interest.

11. CHANGES IN SHARE CAPITAL, IF ANY:

There is no change in authorized, issued, subscribed and paid up share capital of the
company during the Financial Year 2024-2025.

12. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS:

Pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014 The
Company has not issued Equity Shares with differential rights during the Financial Year
2024-2025.

13. DISCLOSURE REGARDING ISSUE OF SWEATS EQUITY SHARES:

In terms of Rule 8 of Companies (Share Capital and Debentures) Rules 2014 the
Company has not issued sweat Equity shares during the Financial Year 2024-2025.

14. DISCLOSURE UNDER SECTION 62(1)(b) REGARDING ISSUE OF EMPLOYEE STOCK
OPTION AND EMPLOYEES STOCK PURCHASE SCHEMES:

As per Section 62(1)(b) of the Companies Act 2013 read with Rule 12 of Companies (
Share Capital and Debentures ) Rules 2014, the Company has not issued Employee
Stock Options during the Financial Year 2024-2025.Therefore disclosure of particulars as
required under Rule 11(9) of Companies( Share Capital and Debentures ) Rules 2014 is
not applicable.

15. BUY-BACK OF SHARES

The company has not purchased its own shares during the financial year therefore
details required to be disclosed as per Rule 16 of Companies ( Share Capital and
Debentures ) Rules 2014 is not applicable.

16. REDEMPTION OF PREFERENCE SHARES AND DEBENTURES

Pursuant to Section 164(2) and 167(1) and Schedule V Part 2 of Companies Act 2013
company has not issued any preference shares or debentures and there is no
redemption of any preference shares or debentures during the F.Y. 2024-2025.

17. INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2025 there is no outstanding amount of unpaid or unclaimed dividend.
Hence no amount nor any shares are required to be transferred to IEPF during the F.Y.
2024-2025.

18. DISCLOSURE UNDER SECTION 129(3) CONSOLIDATED FINANCIAL STATEMENT

Since your Company has no subsidiary, associate or joint ventures companies,
provisions of consolidated financial statements under section 129(3) and disclosure in
form AOC-1 under Rule 5 of the Companies (Account) Rules 2014 are not applicable.

19. Sec 131 VOLUNTARY REVISION OF FINANCIAL STATEMENT OR BOARD REPORT

The Company has not revised the Financial Statement or Board Report for three
preceding financial years.

20. NOMINATION OF DIRECTORS BY SMALL SHAREHOLDERS

The company has not received name of any candidate to be nominated by small
shareholders as provided in section 151 of the Act.

21. Business Responsibility and Sustainability Report (BRSR)

Since your company fulfils the conditions for BRSR Report, therefore such is
applicable.

22. AUDITORS:

N C Rupawala & Company, Chartered Accountants, Surat, FRN: 125757W,

PAN: AAKFN0796Nwho were appointed as statutory Auditor have resigned w.e.f
28/08/2024.

The Board appointed A P M M& Co., CHARTERED ACCOUNTANTS, MEMBERSHIP
NO. 190707, FIRM REGISTRATION NO. 0147804W & PAN NO: ABPFM6852N w.e.f
07.09.2024 to fill casual vacancy. Members confirm the appointment of A P M M & Co
at last AGM for the first term of five consecutive years, till conclusion of AGM of FY
2029.

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board has appointed JITENDRA RAMANLAL BHAGAT, Company Secretary in Practice
to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit. The
Secretarial Audit Report for the financial year ended March 31, 2025, is annexed as
‘Annexure —VII’ to this report.

Annual secretarial, Audit Report under Regulation 24 A as notified under SEBI (LODR)
Regulations, 2015 is not applicable to the company.

24. INTERNAL AUDITOR Section 138:

Company has introduced Internal Financial Control System which ensures proper
Internal Audit of Financial Transactions. However, company has not appointed any
internal auditor as specified in Section 138 of The Companies Act 2013

25. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards 1, and 4 issued by the Institute
of Company Secretaries of India on Board meetings

The Company has complied with Secretarial Standards 2 issued by the Institute of
Company Secretaries of India on General Meetings.

Since Company has not declared any dividend SS 3 on declaration and payment of
dividend as issued by the Institute of Company Secretaries of India is not applicable.
Company has not failed to complete or implement any corporate action within the
specified time limit nor has cancelled corporate action announced by the company
during the financial year.

26. DISCLOSURES UNDER RULE 3(1) OF THE COMPANIES (ACCOUNTS) RULES, 2014
OF THE COMPANIES ACT, 2013 ON AUDIT TRAIL

The company has used accounting software for maintaining its books of accounts for
the financial year ended 31st March, 2025 which has a feature of recording audit trails
(edit log) facility and the same has been operated throughout the year for all the
relevant transactions recorded in the software. There was no instance of audit trail
feature being tampered with during the financial year.

The company has complied with provisions on maintaining of Audit Trail as per the
RULE 11 (1)(G) OF COMPANIES (AUDIT AND AUDITORS) RULES 2014 on
preservation of and record retention of audit trail.

27. DISCLOSURE UNDER MICRO SMALL AND MEDIUM ENTERPRISES DEVELOPMENT
ACT,2006

Company has no outstanding dues for more than 45 days as on financial year end date to
MSME.

28. DISCLOSURES

AS PER ITEM 10(I) OF PART C OF SCHEDULE V OF THE SECURITIES EXCHANGE
BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT)
REGULATIONS, 2015.

Non disqualification of director’s certificate from company secretary in practice for the
financial year ended March 31,2025, is annexed as Annexure VIM’ to this report

DISCLOSURES UNDER LISTING AGREEMENT AND SEBI (LODR) REGULATIONS, 2015
CLAUSE 32 (iii)(b)

-Shares of the company are not delisted

-Stock Exchange has suspended securities of the company from trading due to penal
reasons.

-Equity Shares of the company are listed on Bombay Stock Exchange. The company
has paid listing fees for FY 2024-25 to the Stock Exchange.

CLAUSE 49.II.B.5.b PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The company has system of performance evaluation of independent directors as per
norms laid down by Nomination and Remuneration Committee

CLAUSE 49.IV.B.4 REMUNERATION POLICY FOR DIRECTORS, KMP AND OTHER
EMPLOYEES

Relevant particular is given under the head corporate governance report attached with
this report

CLAUSE 49.II.B.7.b FAMILIARIZATION PROGRAMME OF INDEPENDENT
DIRECTORS

Familiarization program for independent directors could not be conducted by the
Company during the year.

CLAUSE 49.II.F.3 VIGIL MECHANISM (WHISTLE BLOWER POLICY)

As per the provisions relating to vigil Mechanism Company has made adequate
arrangements and developed mechanism for Whistle Blowers.

CLAUSE 49.V.D MATERIAL SUBSIDIARIES

Your company has no material subsidiaries

CLAUSE 49.VIII.A.2 POLICY ON DEALING WITH RELATED PARTY
TRANSACTIONS

The company has framed policy for dealing with related party transactions in
consultation with audit committee.

CLAUSE 49.II.E.2 DECLARATION OF CEO REGARDING COMPLIANCE BY
BOARD MEMBERS

Said declaration is attached as ANNEXURE IX to this report.

CLAUSE 49.VIII.C.1/2/3/4 REMUNERATION OF DIRECTORS

Necessary details are attached in Corporate governance report.

CLAUSE 49.VIII.B COMPLIANCE WITH ACCOUNTING STANDARDS

Company has complied with applicable accounting Standards. Please refer corporate
governance report attached with this report.

CLAUSE 49 OF LISTING AGREEMENT MANAGEMENT DISCUSSION AND
ANALYSIS

1. Industry Structure and Developments: - Company is operating in Textile Industry.

2. Opportunities and Threats: - The textile industry provides ample opportunities in
domestic as well as export market. However, the uncertainty of raw material prices and
government policies are detrimental to growth and profitability.

3. Segment wise or product wise Performance: - Company operates in one segment
Textile. The performance of said sector is reported in Audit Report.

4. Outlook: - The directors are hopeful of better performance.

5. Risks & Concerns: -Company has developed proper systems to recognize risk and
concerns.

6. Internal control systems and their adequacy: - Company has developed
adequate internal control system and looking to the size of the company said system is
operating adequately and effectively.

7. Discussion on financial performance with respect to operational performance;

-The Financial performance is reported in directors’ report.

8. Human Resources Management Initiatives:-All the efforts are made to rationalize
its manpower and make effective use of the same.

29. CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015 , the
compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i)
& Para c, d & e of Schedule V are not applicable to the Company as paid up share capital
doesn’t exceed Rs.10 Crore and net worth doesn’t exceed Rs 5crores.

However certain important information as required under Corporate governance rules are
attached as ANNEXURE X

30. CLAUSE 49. XI. A PCS CERTIFICATE FOR COMPLIANCE WITH CORPORATE
GOVERNANCE

Certificate from PCS regarding compliance of conditions of corporate governance is
annexed as ANNEXURE XI

31. DIVIDEND DISTRIBUTION POLICY

Disclosure requirements under regulation 43a SEBI (listing obligations disclosure
requirements), 2015 on dividend distribution policy is not applicable to the company.
Company has placed dividend distribution policy on website. https://ghushineindia.com/

32. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/
UNCLAIMED SUSPENSE ACCOUNT

Company has no demat suspense account or unclaimed suspense account and other
disclosure thereof are not applicable.

33. BUSINESS RESPONSIBILITY REPORT

Since your company do not fulfill the conditions prescribed for business responsibility
reporting said clause is not applicable.

34. INSURANCE

All Inventories and Fixed Assets including Plant and Machinery etc., are adequately SSS

35. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with employees
at all levels.

36. ACKNOWLEDGMENT

The Directors express their sincere thanks to the customers, suppliers, company’s
bankers and members of the company for their continued support.

For & On Behalf of the Broad of Directors
Ghushine Fintrrade Ocean Limited

Place:SURAT

Date: 04/09/2025 ALOK BHOPALSINGH JAIN

Chairman / Managing Director & CFO
DIN:00006643

---

Mar 31, 2024

Your directors have pleasure in presenting the 29^th Annual Report together with the
Audited Financial Statement (STANDALONE) for the financial year ended on 31^st March,
2024 and Auditors Report thereon.

FINANCIAL RESULTS

The summarized financial results (STANDALONE) for year ended 31^st March 2024 are as
under:

(AMOUNT IN lacs.)

PARTICULARS	Current year	Previous year
	31/03/2024	31/03/2023
Income from Operations	144.67	0.16
Other income	22.60	21.85
TOTAL INCOME	167.27	22.01
Less : Total Expenditure	166.92	21.95
Profit/(Loss) before extraordinary items and Tax	0.36	0.06
Less: Extraordinary items	-	0.06
Profit/(Loss) before Tax	0.14	0.00
Less : Provision for Tax/ Current tax	0.14	0.07
: Deferred Tax	(0.02)	(0.08)
: Excess/short provision relating to earlier year Tax	0.00	0.00
Profit/(Loss) after Tax	0.02	0.01
Balance
Add: Surplus/Deficit B/F. from Pre. Year	13.40	13.48
Less: Changes in Equity share Capital due to Prior Period Errors.		0.09
Balance Carried to B/s.	13.42	13.40

Profit after Tax for the current FY is Rs. 0.02 lacs as compared to profit of Rs. 0.01 lacs in
the previous year.

DISCLOSURES UNDER SECTION 134(3) OF THE COMPANIES ACT, 2013

1. Section 134f3)fa) EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3] of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended,
the extract of the Annual Return as at March 31, 2024, in the prescribed form MGT -9, is
not required to be attached. However, Website of the Company is not functional and
under development, Annual Return in Form MGT-7 will be placed on Company''s website
once it becomes functional and will be available for access at.
http://www.ghushineindia.com/

2. Section 134f3)fb) NUMBER OF BOARD MEETINGS:

During the Financial Year 2023-24, 9 [Nine] meetings of the Board of Directors of the
Company were held as under:

13/05/2023	30/05/2023	24/08/2023
01/09/2023	16/10/2023	01/01/2024
10/02/2024	24/02/2024	30/03/2024

Particulars of director''s attendance at Board Meetings and Committee Meetings as required under

Secretarial Standard is enclosed at Annexure-I forming part of the Board Reports.

3. Section 134f3)fc) DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the directors

confirm that:—

a. in the preparation of the annual accounts, for the financial year ended March 31, 2024 the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

b. the directors 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 31^st March, 2024 and of the profit and loss of the
company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

4. Section 134f3)fca) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO
THE CENTRAL GOVERNMENT:

The Directors state that no fraud by Company has been committed nor any fraud on the
Company by its officers/employees has been noticed during the Financial Year 2023-24.

The Auditors have not reported any fraud by the Company or any fraud on the Company by its
officers/employees to the Audit Committee and to the Board of Director during the Financial
Year.

There is no fraud exceeding the limit prescribed auditor has not field any report of fraud to the
Central Government under Section 143 (12) of Companies Act, 2013.

5. Section 134f3)fd) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received
necessary declaration from each Independent Director confirming that they meet the
criteria of Independence as prescribed under Section 149(6) of the Act and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.

6. Section 134f3)fe) COMPANIES POLICY ON DIRECTORS APPOINTMENT-
REMUNERATION AND INDEPENDENCE

As required by Section 178(1)/178(3) of the Companies Act, 2013read with Regulation
19 of SEBI (LODR) Regulations, 2015, Company has constituted Nomination and
Remuneration Committee which formulate the criteria for determining qualification,
positive attribute and independence of a director and has recommended a policy to the
Board relating to remuneration of directors, Key Managerial Personnel and other
employees and Board is implementing the same.

At present company website is not functional. Therefore, policy is not placed on
Company''s website. Once website becomes functional same will be placed for access at.
http://www.ghushineindia.com/

7. Section 134f3)ff) BOARD COMMENTS OR EXPLANATION ON QUALIFICATION
RESERVATION OR ADVERSE REMARK BY AUDITOR OR PRACTICING COMPANY
SECRETARY

(i) AUDITORS REPORT

There is no adverse remarks or observations nor auditors have qualified their report,
hence, no clarification is required by the Board.

(ii) SECRETARIAL AUDITOR:

In respect of Remarks of Secretarial Auditor in their report in Form MR-3 read with
Annexure-I thereon, the Board would like to inform that the Board has initiated steps
for revocation of suspension of trading and waiver of fines levied by with Bombay
Stock Exchange Limited.

Regarding non-compliance on company law matters, Board is taking corrective steps
for proper compliance.

In respect of Remarks of Secretarial Auditor regarding explanation sought by the
Registrar of Companies, Gujarat, Company has filled reply with ROC, Gujarat.

Other remarks of Secretarial Auditor are self-explanatory and needs no comment by
the Board.

8. Section 134(3)(g) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Company is not an Investment Company and has not made investment through any layers of
investment Companies, Provisions of Section 186(1) of Companies Act, 2013 is not applicable
to the Company.

Company has not given any loan to any person or body corporate, during the Financial Year
nor has given guarantee or provided security in connection with a loan to any other body
corporate or person. Provisions of Section 186(2)(a)(b) of Companies Act, 2013 are not
applicable to the Company.

The company has invested and acquired shares of MERCURY VENTURES PRIVATE LIMITED
(CIN: U29219GJ2006PTC048287) on account of conversion of loan into equity by the said
company. The investment is not in excess of limits specified in section 186(2)(c) of
Companies Act, 2013, said provision are not applicable to the Company.

The prescribed particulars of Loan and investment and guarantee is attached as Annexure-II.

9. Section 134(3)(h) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All the related party transaction entered into during the financial year 2023-24 were at an
arm''s length basis and in ordinary course of business. No material related party
transactions were entered during the financial year by the Company.

All transactions with related parties were reviewed and approved by the Audit Committee.
Prior omnibus approval is obtained for related party transactions which are of repetitive
nature and entered in the ordinary course of business and on an arm''s length basis.

A statement giving details of all related party transactions is placed before the Audit
Committee on a quarterly basis for its review.

The details of the transactions with related parties are also provided in the accompanying in
Form AOC-2 annexed as ''Annexure - III'' forms part of this report.

10. Section 134f3)fi) STATE OF COMPANY''S AFFAIRS:

The company is engaged in Textiles business.

The revenue of the company during the year increased to Rs. 167.27 lacs in the current
year compared to Rs. 22.01 lacs previous year.

The company earned profit after tax of Rs. 0.02 lacs as compared to profit of Rs. 0.01 lacs
in the previous year.

At present your company has no plan to enter into any other business.

11. Section 134f3)fi) TRANSFER TO RESERVES:

Board of Directors do not recommend to transfer any amount out of profits to the reserves

12. Section 134f3)fk) DIVIDEND

The Board of directors do not recommend any dividend for the year ended 31^st March 2024.

13. Section 134(31(1) MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT
AND END OF FINANCIAL YEAR

In the opinion of board of directors there are no material changes & commitments
which have occurred after Balance Sheet date till the date of the report affecting
the financial position of the Company.

14. Section 134f3)fm) CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION-
FOREIGN EXCHANGE AND OUTGO

The relevant particulars are given in prescribed form annexed as ANNEXURE IV to this
report.

15. Section 134f3)fn) RISK MANAGEMENT POLICY:

Your Company is exempt from reporting on compliance with the corporate governance
provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, [24A], 25, 26, 27
and clauses (b) to (i)[and (t)] of sub-regulation (2) of regulation46 and para C , D and E of
Schedule V of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.
Company is also exempt under regulation 21 of SEBI (Listing Obligation and Disclosure
requirements) Regulations, 2015 from reporting on risk management.

Your Company do not fall into category of Top 1000 listed entities, determined on the basis
of market capitalization, as at the end of the immediate previous financial year, Company is
exempt from constitution of Risk Management committee, under the provisions of
Companies Act, 2013.

The board is fully aware of Risk Factors and is taking preventive measures wherever
required.

16. Section 134f3)fo) CORPORATE SOCIAL RESPONSIBILITIES fCSR) POLICY:

The Provisions of CSR under section 135 of the Companies Act, 2013, read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules 2014, your company do not fulfill
the threshold limits of Turnover of Rs. 100 Cr. Or Net Profit of Rs. 5 Cr. And Net Worth of Rs.
10 Cr. Hence, the same is not applicable to your company.

17. Section 134f3)fp) FORMAL ANNUAL EVALUATION

Section 134 (3) (p) read with Sub-rule (4) of Rule 8 of the Companies (Accounts) Rules,
2014, Company is exempt on reporting under this clause as paid-up share capital of the
company calculated at the end of the preceding financial year is not twenty-five crores or
more.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation process for the Board, its
Committees and Directors. The Nomination and Remuneration Committee (NRC) has also
formulated criteria for determining qualifications, positive attributes and independence of
Directors in terms of Section 178(3) of the Act.

18. Section 134f3)fa) OTHER MATTERS

Pursuant to provisions of Section 134(3)(q) read with Rule 8(5) of the Companies
(Accounts) Rules 2014 the Board hereby reports as under

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

This has already been reported under the head Financial Highlights

2. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no major change in the nature of business carried on by the company compared
to the previous year.

3. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR

There was no appointment or resignation of directors or key managerial personnel,
except reappointment of Kapilaben Alokbhai Jain (DIN: 01426794) who retired by
rotation at previous AGM.

4. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

This is not applicable as there is no appointment of Independent Director during the
year.

5. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

As on March 31, 2024, the Company has no subsidiary, joint venture or associates.
Further during the year there is no Company which became or ceased to be the
subsidiary, joint venture or associates of your Company. Therefore, disclosure under
first proviso to Section 129(3) in prescribed form AOC-1 is either nil or not applicable
attach as ANNEXURE-V.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014,
excepting Inter corporate loan/ Deposit which are exempt from Deposit under said
rules. Required disclosure is as under:

(a) accepted during the year; Not Applicable

(b) remained unpaid or unclaimed as at the end of the year; Nil

(c) there has been no default in repayment of deposits or payment of interest thereon
during the year. In case of default, number of such cases and the total amount involved-

(i) at the beginning of the year; Not Applicable

(ii) maximum during the year; Not Applicable

(iii) at the end of the year; Not Applicable

7. THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF CHAPTER V OF THE ACT;

Company has not accepted any deposits which are not in compliance with the
requirements of chapter v of the Act.

8. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS
OR TRIBUNALS:

Pursuant to the provisions of SEBI has levied penalty as under for various defaults under
SEBI (LODR) Regulations, 2015 and listing agreements.

CATEGORY OF FEES/ FINES PAYABLE	QUANTUM PAYABLE (ICL. OF GST @ 18%)
Processing fees for revocation of suspension	Rs. 29,500/-
Annual listing fees	Rs. 79,740/-
Reinstatement fees	Rs. 21,24,000/-
Fines levied pursuant to the provisions of SEBI SOP circular	Rs. 11,53,920/-

BSE Limited has suspended trading in securities of the company.

Registrar of Companies Gujarat Dadra & Nagar Haveli has imposed penalty of Rs.
1,00,000/- on the company and Rs. 1,00,000/- on Mr. Alok Jain, officer in default wide
order no. ROC-GJ/2020-21/ Ghushine Fintrrade / ADJ. ORDER/Sec.12/ Dated: 19
January 2021/5183.

The company preferred an appeal against the said order, before the adjudicating officer
which was dismissed by the adjudicating officer. The company has challenged the order
of the adjudicating officer before Honorable High Court of Gujarat.

The Registrar of Companies Gujarat Dadra & Nagar Haveli has observed various
violations of provisions of Companies Act, 2013 and has sought clarification from the
company vide letter no. ROC-GJ/GHUSHINE FINTRRADE/2020-21/1907 Dated: 13
October 2020.

If above liability are crystallized then financial position of the company will be adversely
affected and at the same time will impact the Going Concern status of the company.

9. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to
financial transactions. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.

Report on the Internal Financial Controls under Clause(i) of Sub-Section 3 of Section 143
of the Companies Act,2013(“the Act”], is attached with auditor''s report.

10. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

The Company do not satisfy the criteria of threshold limits specified for maintenance of
cost records/cost audit as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013, the said provisions are not applicable to
Company.

11. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made
there under. Your Company is not required to constitute an Internal Complaints
Committee as number of employees is less than 10.

Details required to be disclosed under the provision of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013, are as under:

C.Y. P.Y.

No. of Complaints pending for disposal at the beginning - NIL NIL

No. of Complaints received during the financial year NIL NIL.

No. of complaints disposed off during the financial year NIL NIL.

No. of complaints pending for disposal at the end of financial year NIL NIL

12. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XI PROCEEDING UNDER IBC

In the opinion of, and to the best of Knowledge of Board of Directors of Company, the
Company has not filled any application under the Insolvency and Bankruptcy Code, 2016
during the year nor any proceedings against the Company is pending under the
Insolvency and Bankruptcy Code, 2016, as at the end of Financial Year 2023-24.

13. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XII VALUATION DIFFRENCE
SETTELMENT

Your Company has not entered into one time settlement with Banks or Financial
Institutions during the Financial Year hence the details of difference between the
amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from the Banks or Financial Institutions is not applicable.

14. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

a. Remuneration to Directors and KMP: As required under Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the required details is annexed as ANNEXURE VI to corporate
governance report attached with this report.

b. None of the employee was in receipt of remuneration exceeding the limit as stated in
rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

c. The company has no employees (not being directors or their relatives] who are
posted and working outside India drawing remuneration of more than Rs. 60 lacs p.a
or Rs. 5 lacs p.m during the financial year.

REAPPOINTMENT OF INDEPENDENT DIRECTOR

During the year, there is no Appointment or Re-appointment of Independent Directors.

CHANGE IN COMPOSITION OF THE BOARD AND KMP

During the year there is no change in Board of Directors and any KMP.

The Board consists of executive and non-executive directors including independent
directors who have wide and varied experience in different disciplines of corporate
functioning.

DISQUALIFICATION OF DIRECTORS

Pursuant to provisions of Section 164(2] (b] and Section 167 of the Companies Act 2013 the
company has received a declaration from directors that none of them are disqualified to hold post
as director of the company.

DISCLOSURE UNDER SECTION 177.178 COMMITTEES OF THE BOARD

a. Audit committee:

Information about Audit Committee is provided under the head Corporate Governance
Report attached with this report

b. Nomination And Remuneration Committee

Information about Nomination and Remuneration Committee is provided under the head
Corporate Governance Report attached with this report

c. Stakeholders and Investor Grievance Committee

Information about Stakeholders and Investor Grievance Committee is provided under the
head Corporate Governance Report attached with this report

d. Vigil Mechanism committee

The Company has framed vigil mechanism in terms of The Companies Act, 2013. Further,
every employee of the Company can directly report to the Chairman of the Audit Committee
when she / he becomes aware of any actual or possible violation of the Code or an event of
misconduct, act of misdemeanor or act not in the Company''s interest.

CHANGES IN SHARE CAPITAL. IF ANY:

There is no change in authorized, issued, subscribed and paid up share capital of the company
during the Financial Year 2023-2024.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Pursuant to Rule 4(4] of Companies (Share Capital and Debentures] Rules 2014 The Company has
not issued Equity Shares with differential rights during the Financial Year 2023-2024.

DISCLOSURE REGARDING ISSUE OF SWEATS EQUITY SHARES:

In terms of Rule 8 of Companies (Share Capital and Debentures] Rules 2014 the Company has not
issued sweat Equity shares during the Financial Year 2023-2024.

DISCLOSURE UNDER SECTION 62mfh) REGARDING ISSUE OF EMPLOYEE STOCK OPTION
AND EMPLOYEES STOCK PURCHASE SCHEMES:

As per Section 62 of the Companies Act 2013 read with Rule 12 of Companies ( Share Capital
and Debentures ] Rules 2014, the Company has not issued Employee Stock Options during the
Financial Year 2023-24. Therefore disclosure of particulars as required under Rule 11(9] of
Companies ( Share Capital and Debentures ] Rules 2014 is not applicable.

BUY-BACK OF SHARES

The company has not purchased its own shares during the financial year therefore details required
to be disclosed as per Rule 16 of Companies ( Share Capital and Debentures ] Rules 2014 is not
applicable.

REDEMPTION OF PREFERENCE SHARES AND DEBENTURES

Pursuant to Section 164(2] and 167(1] and Schedule V Part 2 of Companies Act 2013 company has
not issued any preference shares or debentures and there is no redemption of any preference
shares or debentures during the F.Y. 2023-24.

INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2024 there is no outstanding amount of unpaid or unclaimed dividend. Hence no
amount nor any shares are required to be transferred to IEPF during the F.Y. 2023-24.

DISCLOSURE UNDER SECTION 129(31 CONSOLIDATED FINANCIAL STATEMENT

Since your Company has no subsidiary, associate or joint ventures companies, provisions of
consolidated financial statements under section 129(3] and disclosure in form AOC-1 under Rule 5
of the Companies (Account] Rules 2014 are not applicable.

Sec 131 VOLUNTARY REVISION OF FINANCIAL STATEMENT OR BOARD REPORT

The Company has not revised the Financial Statement or Board Report for three preceding financial
years.

NOMINATION OF DIRECTORS BY SMALL SHAREHOLDERS

The company has not received name of any candidate to be nominated by small shareholders as
provided in section 151 of the Act.

AUDITORS:

N C Rupawala & Company, Chartered Accountants, Surat, FRN: 125757W, PAN: AAKFN0796N who
were appointed as statutory Auditor have resigned w.e.f 28/08/2024.

The Board appointed A P M M & Co., CHARTERED ACCOUNTANTS, MEMBERSHIP NO. 190707,
FIRM REGISTRATION NO. 0147804W & PAN NO: ABPFM6852N w.e.f 07.09.2024 to fill casual
vacancy and they hold office till conclusion of this AGM. The terms of office expire at this AGM and
being eligible the Board recommends to appoint them from conclusion of this AGM till the
conclusion of Annual General Meeting of the Company to be held in the year 2029

The Company has received a certificate from the auditor that they satisfy the criteria provided in
Section 141 for appointment as auditor of the company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed
JITENDRA RAMANLAL BHAGAT, Company Secretary in Practice to hold the office of the Secretarial
Auditors and to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year
ended March 31, 2024, is annexed as ''Annexure - VII'' to this report.

Annual secretarial Audit Report has notified under SEBI (L OD R) Regulations, 2015 is not applicable
to the company.

INTERNAL AUDITOR Section 138:

Company has introduced Internal Financial Control System which ensures proper Internal Audit of
Financial Transactions.

However company has not appointed any internal auditor as specified in Section 138 of The
Companies Act 2013

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards 1, and 4 issued by the Institute of Company
Secretaries of India on Board meetings

The Company has complied with Secretarial Standards 2 issued by the Institute of Company
Secretaries of India on General Meetings.

Since Company has not declared any dividend SS 3 on declaration and payment of dividend as
issued by the Institute of Company Secretaries of India is not applicable.

Company has not failed to complete or implement any corporate action within the specified time
limit nor has cancelled corporate action announced by the company during the financial year except
as under one EOGM was convened during the Financial Year was cancelled.

DISCLOSURES UNDER RULE 3(1) OF THE COMPANIES (ACCOUNTS) RULES. 2014 OF THE
COMPANIES ACT, 2013 ON AUDIT TRAIL

The company has used accounting software for maintaining its books of accounts for the financial
year ended 31st March, 2024 which has a feature of recording audit trails (edit log) facility and the
same has been operated throughout the year for all the relevant transactions recorded in the
software. There was no instance of audit trail feature being tampered with during the financial year.
Reporting on maintaining of Audit Trail in the RULE 11 (1)(G) OF COMPANIES (AUDIT AND
AUDITORS) RULES 2014 is not applicable for this F.Y.

DISCLOSURE UNDER MICRO SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT. 2006

Company has no outstanding dues for more than 45 days as on financial year end date to MSME.

DISCLOSURES AS PER ITEM 1 0fI) OF PART C OF SCHEDULE V OF THE SECURITIES EXCHANGE
BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS.
2015.

No disqualification of director''s certificate from company secretary in practice for the financial year
ended March 31, 2024, is annexed as ''Annexure VIII'' to this report

DISCLOSURES UNDER LISTING AGREEMENT AND SEBI fLODR) REGULATIONS. 2015
CLAUSE 32 fiii)fb)

I. Shares of the company are not delisted

II. Stock Exchange has suspended securities of the company from trading due to penal
reasons.

III. Equity Shares of the company are listed on Bombay Stock Exchange. The company has
paid listing fees for FY 2024-25 to the Stock Exchange.

CLAUSE 49.II.B.5.b PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The company has system of performance evaluation of independent directors as per norms laid
down by Nomination and Remuneration Committee

CLAUSE 49.IV.B.4 REMUNERATION POLICY FOR DIRECTORS. KMP AND OTHER EMPLOYEES

Relevant particular are given under the head corporate governance report attached with this report

CLAUSE 49.II.B.7.b FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Familiarization program for independent directors could not be conducted by the Company during
the year.

CLAUSE 49.II.F.3 VIGIL MECHANISM (WHISTLE BLOWER POLICY)

As per the provisions relating to vigil Mechanism Company has made adequate arrangements and
developed mechanism for Whistle Blowers.

CLAUSE 49.V.D MATERIAL SUBSIDIARIES

Your company has no material subsidiaries

CLAUSE 49.VIII.A.2 POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

The company has framed policy for dealing with related party transactions in consultation with
audit committee.

CLAUSE 49.II.E.2 DECLARATION OF CEO REGARDING COMPLIANCE BY BOARD MEMBERS

Said declaration is attached as ANNEXURE IX to this report.

CLAUSE 49.VIII.C.1/2/3/4 REMUNERATION OF DIRECTORS
Necessary details are attached in Corporate governance report.

CLAUSE 49.VIII.B COMPLIANCE WITH ACCOUNTING STANDARDS

Company has complied with applicable accounting Standards. Please refer corporate governance
report attached with this report.

CLAUSE 49 OF LISTING AGREEMENT MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments: - Company is operating in Textile Industry.

(b) Opportunities and Threats: - The textile industry provides ample opportunities in domestic
as well as export market. However, the uncertainty of raw material prices and government
policies are detrimental to growth and profitability.

(c) Segment wise or product wise Performance: - Company operates in one segment Textile.
The performance of said sector is reported in Audit Report.

(d) Outlook: - The directors are hopeful of better performance.

(e) Risks & Concerns: - Company has developed proper systems to recognize risk and concerns.

(f) Internal control systems and their adequacy: - Company has developed adequate internal
control system and looking to the size of the company said system is operating adequately
and effectively.

(g) Discussion on financial performance with respect to operational performance; -The
Financial performance is reported in directors'' report.

(h) Human Resources Management Initiatives:-All the efforts are made to rationalize its
manpower and make effective use of the same.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015 , the compliance with
Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i) & Para c, d & e of
Schedule V are not applicable to the Company as paid up share capital doesn''t exceed Rs.10 Crore
and net worth doesn''t exceed Rs 5crores.

However certain important information as required under Corporate governance rules are attached
as ANNEXURE X

CLAUSE 49.XI.A PCS CERTIFICATE FOR COMPLIANCE WITH CORPORATE GOVERNANCE

Certificate from PCS regarding compliance of conditions of corporate governance is annexed as

ANNEXURE XI

DIVIDEND DISTRIBUTION POLICY

Disclosure requirements under regulation 43a SEBI (listing obligations disclosure requirements),
2015 on dividend distribution policy is not applicable to the company

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT

Company has no demat suspense account or unclaimed suspense account and other disclosure
thereof are not applicable.

BUSINESS RESPONSIBILITY REPORT

Since your company do not fulfill the conditions prescribed for business responsibility reporting
said clause is not applicable.

INSURANCE

All Inventories and Fixed Assets including Plant and Machinery etc., are adequately insured.
INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and
employees at all levels.

ACKNOWLEDGMENT

The Directors express their sincere thanks to the customers, suppliers, company''s bankers and
members of the company for their continued support.

For & On Behalf of the Broad of Directors
Ghushine Fintrrade Ocean Limited

Place: SURAT

Date : 07/09/2024 ALOK BHOPALSINGH JAIN

Chairman & Managing Director
DIN:00006643