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Director's Report

Globe International Carriers Ltd
Industry :  Miscellaneous
BSE Code
ISIN Demat
Book Value()
538385
INE947T01022
8.5576925
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
GICL
36.88
280.78
EPS(TTM)
Face Value()
Div & Yield %
0.68
5
0
 
As on: Oct 20, 2026 12:01 AM

To,

Dear Shareholders,

The Directors of Globe International Carriers Limited have the pleasure of presenting their 16 th Annual Report on the business and operations of the Company together with Standalone and Consolidated Audited Financial Statements and Auditor Report of your Company for the year ended 31 st March, 2026.

1. FINANCIAL RESULTS

The audited financial results of the Company for the year ended 31 st March, 2026 are summarized below:

( in Lacs)

Standalone Consolidated
Particulars 2025-26 2024-25 2025-26 2024-25
Revenue from Operations 16339.17 15654.07 17492.79 15665.87
Add: Other Income 157.24 17.33 163.22 17.45
Total Revenue 16496.41 15671.41 17656.01 15683.32
Profit before finance costs, tax, depreciation and amortisation, exceptional items 1344.23 940.23 930.66 928.92
Less: Finance Cost 249.07 231.89 475.72 229.29
Less: Depreciation and Amortisation 29.74 40.85 37.89 41.12
Profit before Tax 1065.42 671.24 1602.73 660.25
Provision for Tax 272.05 172.54 273.33 175.72
Profit / (loss) for the period 767.54 513.69 1162.41 502.64
Earnings per Share (in Rs.) 1.08 1.97 1.06 0.50

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The Annual Report includes standalone and consolidated Financial Statement of the company, which includes the result of its subsidiary Companies i.e. Intraglobe Green Energy Private Limited [Formerly Known as Intraglobe Transport Solutions Private Limited](Wholly Owned Subsidiary) and Govind Kripa Infratech Private Limited.

Standalone Financial State:

During the Current Financial Year, the Company has achieved a turnover of Rs. 16,339.17 lacs as against the turnover of Rs. 15,654.07 lacs in the previous year. The net profit of the Company is Rs. 767.54 lacs in the current year as against Rs. 513.69 lacs in the previous year.

Consolidated Financial Statement:

During the Current Financial Year, the Company has achieved a consolidated turnover of Rs. 17,492.79 lacs as against the turnover of Rs. 15,665.87 lacs in the previous year. The net profit of the Company is Rs. 1162.41 lacs in the current year as against Rs. 502.64 lacs in the previous year.

3. TRANSFER TO RESERVES & SURPLUS

During the year under review, the board proposes to transfer balance of profit to the Reserve and Surplus.

4. DIVIDEND

In accordance with the provisions of the Companies Act, 2013, No dividend has been declared during the financial year 2025-26.

5. SHARE CAPITAL

The authorized and paid-up equity share capital as of 31 st March, 2026, stood at 60,00,00,000 (Rupees Sixty Crores) and 55,97,72,940 (Rupees Fifty five Crores Ninety Seven lacs Seventy-Two Thousand Nine Hundred Forty) respectively.

During the FY Authorised share capital increased from Rs. 30 Crore to Rs. 60 Crore vide ordinary resolution passed through postal ballot dated September 06, 2025.

6. DECLARATION OF INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company and they have confirmed that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 read with Schedules and the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board of Directors has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking a due assessment of the veracity of the same.

7. FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31 st March, 2026, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended 31 st March, 2026. The notes to the Financial Statements adequately cover Audited Statements and form an integral part of this report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have 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 of the Company for that period;

c. The Directors have 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. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors, in the case of a listed company, have 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. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to the provisions of Section 186(4) of the Act and SEBI (LODR) 2015, disclosures on particulars relating to loans, advances and investments are provided in the Note No. 14 of Balance Sheet as part of the Financial Statements provided in this Annual Report.

10. BOARD OF DIRECTORS & KMP

Following are the Directors and KMP's of your Company. Pursuant to the provisions of section 2 (51), 149, 184 and 203 of the Companies Act, 2013 and under Listing Regulations;

S. No. Name of Directors Designation DIN
1. Mr. Suneel Sayarmal Mohnot Independent, Non-executive Director 06796931
2. Mr. Shubham Agrawal Non-Independent, Non-executive Director 06909889
3. Mr. Subhash Agrawal Managing Director 00345009
4. Mrs. Surekha Agarwal Whole-Time Director 00345237
5. Mrs. Saloni Agrawal Chief Financial Officer AUMPA6893M
6. Mr. Rajendra Kumar Agrawal Independent, Non-executive Director 06841528
7. Mr. Sanjay Jindal Independent, Non-executive Director 07803366
8. Mrs. Annu Sharma Khandelwal Company Secretary & Compliance Officer FJVPS7878M

In accordance with the provisions of section 149, 152, and other applicable provisions of the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mrs. Surekha Agrawal (DIN: 00345237) Director will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

The Nomination and Remuneration committee and Board recommends his re-appointment for the consideration of Members of the Company at the ensuing Annual General Meeting.

In terms of requirements of the Listing Regulations, the board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning, which are detailed in the Corporate Governance Report.

11. NUMBER OF BOARD MEETINGS

During the Financial Year 2025-26, 8 (Eight) meetings of the Board of Directors were held. The details of the meetings, including dates and attendance of Directors, are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, and other Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

13. POLICY ON NOMINATION & REMUNERATION

The Board of Directors has framed a Nomination, Remuneration and Board Diversity Policy that lays down a framework in relation to the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company ('Policy').

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides for the Board Diversity, the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates.

The above Policy is given in 'Annexure 8', which forms part of this Report, and has also been posted on the website of the Company at: www.gicl.co.

During the financial year 2025-2026, the following is the status of complaints received and resolved:

Number of complaints received during the year: [0 / NIL]

Number of complaints disposed of during the year: [0 / NIL]

Number of complaints pending as on end of the financial year: [0 / NIL]

Number of complaints pending for more than 90 days: [0 / NIL]

The Company continues to conduct awareness programs to sensitize employees regarding the provisions of the Act and the mechanism available for redressal of complaints.

14. DISCLOSURE ON MATERNITY BENEFITS UNDER MATERNITY BENEFIT ACT, 1961

The Company recognizes and respects the rights of women employees to maternity benefits as per the provisions of the Maternity Benefit Act, 1961 and other applicable laws. It is committed to providing a supportive and inclusive work environment for expecting and new mothers.

The Company ensures that all eligible women employees are granted maternity leave, benefits, and protections in accordance with the applicable statutory provisions. These include:

Paid maternity leave as per statutory norms

Provision for nursing breaks post-return from maternity leave

Job protection during maternity leave

Option for extended leave or flexible working arrangements, where applicable

During the financial year 2025-2026, the Company has continued to uphold these benefits and support policies to facilitate work-life balance and health and well-being for its women employees.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year under review, the Company made the following material alterations, all of which were duly approved by the shareholders and are likely to have an impact on its financial position and strategic direction:

1. Increase in Authorized Share Capital

Pursuant to the approval of shareholders through postal ballot dated September 06, 2025, the authorized share capital of the Company was increased from 30 crore to 60 crore.

This increase was carried out to facilitate the issuance of equity shares on a preferential basis for the discharge of consideration towards a strategic acquisition. The preferential allotment was part of the Company's broader objective to strengthen its asset base and support long-term growth without incurring significant debt.

2. Acquisition of Stake in Govind Kripa Infratech Private Limited

During the Financial Year 2025-2026, The Company acquired 51% equity stake in Govind Kripa Infratech Private Limited, on 12 th June, 2025. Pursuant to the said acquisition, Govind Kripa Infratech Private Limited became a subsidiary of the Company with effect from the date of acquisition.

The consideration for the acquisition was discharged other than in cash, by way of issuance of equity shares on a preferential basis, subject to applicable regulatory approvals and compliance with the provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations.

The acquisition is in line with the Company's strategic growth objectives and is expected to strengthen its business operations and enhance long-term value for its stakeholders, expanding the Company's presence in the infrastructure sector and enhancing its business synergies.

3. Migration from SME Platform to Main Board*

During the year under review, the Company successfully migrated its listed equity shares from the SME Platform to the Main Board of the Stock Exchange, effective February 2026. This significant milestone was completed following overwhelming approval from the shareholders and subsequent regulatory clearances from the exchange.

The migration to the Main Board reflects the Company's sustained growth, robust financial performance, and increased market capitalization. This transition is expected to enhance the Company's corporate profile, improve trading liquidity, and significantly broaden the investor base by enabling greater participation from larger institutional and retail investors, thereby driving long-term value creation for all stakeholders.

16. STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, There is deviation/variation in the spending of the Rights Issue proceeds, beyond the objects of the issue mentioned in the Prospectus dated 5th October 2023 (with reference to the modification mentioned in the letter dated 30th May 2024) filed with the Registrar of Companies, Rajasthan at Jaipur for the purpose of raising money through the Rights Issue, to an extent of 13.70 Crore

The object of the Rights Issue from the cost of 'Purchase/Building of Warehouses' to finance the expenditure for the construction of Warehouses, to reallocating this amount towards a new object 'Working Capital of the Company.

As per the disclosure submitted under Regulation 32 of SEBI (LODR), 2015 concerning the utilization of the Rights Issue proceeds, an amount of 13.70 crore was initially allocated for the construction of a warehouse. However, due to unforeseen challenges in project execution, the contract for warehouse construction has been withdrawn. The reasons for the withdrawal include:

The chosen land location for the warehouse was found to be unsuitable due to logistical and accessibility constraints. Efficient transportation and connectivity are crucial for warehouse facilities, and the selected site failed to meet these requirements, making long-term operations impractical.

Additionally, regulatory and environmental approvals proved to be a major obstacle, with extensive documentation and compliance with zoning laws leading to delays. Infrastructure deficiencies in outer Jaipur, such as underdeveloped roads, unreliable electricity, and inadequate water supply, further escalated construction and operational costs.

Given these challenges, the company decided to withdraw from the contract:

The 13.50 crore has been reversed by the contractor, and the balance 20.00 Lakh was deducted by the contractor for cancellation charges. As a result, the company is reallocating the 13.50 crore towards the new object of working capital to optimize fund utilization and ensure maximum shareholder value

17. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the principles of transparency, accountability, integrity, and ethical business conduct.

Pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance forms an integral part of this Annual Report. A Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

18. AUDIT COMMITTEE

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The Audit Committee comprises of Four Directors viz. Mr. Suneel Sayarmal Mohnot as the Chairman of the Committee, and Mr. Sunjay Jindal and Mr. Rajendra Kumar Agrawal and Mr. Subhash Agrawal, as the members of the Committee. The Committee is constituted in compliance with the Companies Act, 2013 and SEBI Listing Regulations.

During the year under review all the recommendations of the Audit Committee were accepted by the Board. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held, and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 and Rules made thereunder, the Company has established a Vigil Mechanism for Directors and Employees to report their genuine concerns/grievances, and said mechanism is overseen by the Audit Committee of the Company and the Company has also made provisions for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

This Policy is available on the Company's website at www.gicl.co.

20. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires the conduct of operations in such a manner to ensure the safety of all concerned, compliances of environmental regulations and preservation of natural resources.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2025-26.

22. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company's website www.gicl.co.

23. STATUTORY AUDITORS AND AUDITORS' REPORT

The reports given by the Statutory Auditors on the standalone and consolidated financial statements of the Company for the year ended 31st March, 2026, form part of this Annual Report. There are no qualifications, reservations, adverse remarks, or disclaimers made by the Statutory Auditors in their Audit Report.

Furthermore, M/s CSM & Co., Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed to this report. The Secretarial Auditor has made the following qualifications, reservations, and adverse remarks in their report:

1. There was a delay in submitting the requisite confirmation to the Stock Exchange(s) regarding the closure of the Trading Window.

2. The Company did not comply with the timeline prescribed under Regulation 29(2) read with Regulation 29(1) of the SEBI (LODR) Regulations, 2015, regarding the prior intimation of a Board Meeting, as the mandatory two working days gap was not maintained.

3. The Company did not comply with the applicable provisions of Sections 185 and 186 of the Companies Act, 2013, in respect of certain loans granted to LLP(s), firms, and companies in which the Directors of the Company are partners or are otherwise interested.

4. Mr. Suneel Sayarmal Mohnot (DIN: 06796931), Director of the Company, incurred disqualification under Section 164(2)(a) of the Companies Act, 2013, due to non-filing of financial statements/annual returns for three continuous financial years by another company (Saagyan Enterprises Private Limited) where he serves as a director. Consequently, his office as Director of the Company stood vacated under Section 167(1)(a) of the Act.

24. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee or the Board, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

25. PUBLIC DEPOSITS

During the financial year 2025-26, your Company has not accepted or renewed any public deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. There are no outstanding deposits as of 31st March, 2026.

26. MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

27. CAUTIONARY STATEMENT

Statements in the annual return particularly those which relate to Management Discussion & Analysis Report may constitute forward-looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual result might differ.

28. GREEN INITIATIVE FOR PAPERLESS COMMUNICATION

Ministry of Corporate Affairs ('MCA'), Government of India has announced 'Green Initiative in Corporate Governance' by allowing Companies to send Notices / Documents / Annual Reports and other communication to its shareholders by electronic mode i.e. by e-mail.

In line with the initiatives taken by MCA, MUFG Intime India Private Limited [ Formerly known as Link Intime India Private Limited] proposes to send documents such as Notices of General Meeting(s), other Notices, Annual Report and all other communications to its Shareholders through electronic mode i.e. on the e-mail address provided by you. To support this green initiative in full measure, members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form are requested to fill in the Registration form which can be obtained from Company's Registrar MUFG Intime India Private Limited [ Formerly known as Link Intime India Private Limited]

Please note that all such documents shall be made available on the Company's website and the same shall also be kept open for inspection at the Registered Office of the Company during the business hours.

29. OTHER DISCLOSURES

There was no revision of financial statements and Board's Report of the Company during the year under review;

There has been no change in the nature of business of the Company as on the date of this report;

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

30. APPRECIATION AND ACKNOWLEDGEMENT

The Board placed on record its appreciation for the valuable support and cooperation of the principals, distributors, dealers, customers who have shown their interest and confidence in our products. The Board also placed on record its appreciation for valuable support and co-operation of suppliers, shareholders, banks, management team and the entire work force for their commitment and look forward to their continued support in future.

For and on the behalf of the
GLOBE INTERNATIONAL CARRIERS LIMITED
Sd/- Sd/-
Surekha Agarwal Subhash Agrawal
Whole-Time Director Managing Director
DIN: 00345237 DIN: 00345009

   

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