Globe International Carriers Ltd

To,

Dear Shareholders,

The Directors of Globe International Carriers Limited have the pleasure of presenting their 14^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, 2 024.

1. FINANCIAL RESULTS

The audited financial results of the Company for the year ended March 31^st, 2024 are summarized below:

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 wholly owned subsidiary i.e. Intraglobe Transport Solutions Private Limited. Both Holding and Subsidiary Company operates in single segment of business i.e. Logistics Sector.

• Standalone Financial State:

During the Current Financial Year, the Company has achieved a turnover of Rs. 11,449.66 lacs as against the turnover of Rs. 11,371.29 lacs in the previous year. The net profit of the Company is Rs. 241.22 lacs in the current year as against Rs. 186.41lacs in the previous year.

• Consolidated Financial Statement:

During the Current Financial Year, the Company has achieved a consolidated turnover of Rs. 11,449.66 lacs as against the turnover of Rs. 11,368.34 lacs in the previous year. The net profit of the Company is Rs. 255.58 lacs in the current year as against Rs.192.45 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, the Company declared a dividend of 2.5% on equity shares having a face value of ^10 during the financial year 2023-24. The amount of dividend that remained unclaimed after distribution has been transferred to the Unpaid Dividend Account as required under the Act. No dividend has been declared for the current financial year 2024-25.

5. SHARE CAPITAL

The authorized and paid-up equity share capital as of 31^st March, 2024, stood at ^ 25,00,00,000 (Rupees Twenty Five Crores) and ^24,91,95,000 (Rupees Twenty Four Crores Ninety One Lac Ninety Five Thousand) respectively.

During the year the Company has allotted 48,21,000 equity shares on Date 20^th, October,2023, Face value of Rs 10/- Each (“EQUITY SHARES”) for cash At a price of RS. 49.50/- per equity share (including premium of Rs 39.50/- per equity share) (issue price) for an aggregate amount not exceeding Rs 2,387.70 lakhs to the Eligible Equity Shareholders on right basis in the Ratio 6:25 [ 6 equity shares for every 25 equity shares held by the eligible equity shareholders on the record date (22^nd septembe,2023)]

Right issue Period opening and closing date 04, October 2023 to 13,October 2023 respectively. Issue Required minimum 90% subscription whether our company issue oversubscribed 127.50% of issue size. The company utilized the net proceeds from the issue to fund general corporate purpose and to finance the Expenditure for construction of warehouses

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, 2024, have been prepared in accordance with the Accounting Standards (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, 2024. The notes to the Financial Statements adequately cover Audited Statements and form an integral part of this report.

8. 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.

9. BOARD OF DIRECTORS & KMP

Following are the Directors & 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;

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, Mr. Subhash Agarwal (DIN: -00345009) Director will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

The Board recommends their 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.

Pursuant to the provision of Section 203 of the Act, which came into effect from April 1, 2014.

10. 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.

10. NUMBER OF THE MEETING OF THE BOARD

During the Financial Year 2023-24, 9 (Nine) meetings of the Board of Directors were held on 10^th April, 2023,18^th,May,2023, 30^th May, 2023, 10^th July, 2023, 14^th August, 2023, 4^th September,2023, 20^th October, 2023 ,14^th November, 2023, and 5th February, 2024.

Details of the Board meetings are given below:-

The details of the meetings of the Directors during the financial year 2023-24 are given in the Corporate Governance Report forming part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations.

11. COMMITTEES OF THE BOARD

The Board of Directors has the following committees:

1. Audit Committee

2. Stakeholder Relationship Committee

3. Nomination and Remuneration/ Compensation Committee

4. Right Issue Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

12. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that·

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they 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 and loss of the Company for that period;

(c) they have 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) they have prepared the annual accounts for the financial year ended 31^st March, 2024 on a going concern basis;

(e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively, and;

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

13. ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

14. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

15. STOCK EXCHANGE & LISTING FEES

The Company's Equity Shares at present are listed at SME EMERGE Platform of National Stock Exchange Limited. It may be noted that there are no payments outstanding to Stock Exchange by way of listing fees, etc.

16. AUDITOR

(a) STATUTORY AUDITORS & THEIR REPORT

M/s Gourisaria Goyal & Co., Chartered Accountants (FRN 016681C) were appointed as Statutory Auditors of the Company for five consecutive years on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute.

(b) SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made there under, the Company had appointed M/s M. Sancheti & Associates, Practicing Company Secretary, Jaipur as the Secretarial Auditor of the company to conduct the Secretarial Audit for the financial year 2023-24 of the company. The Company has already received a consent letter from the Secretarial Auditor for their appointment. The report of Secretarial Auditor on the compliances is at Annexure - 6. Qualification Remarks are Noted and Addressed Prominently to resolve.

(c) COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.

(d) INTERNAL AUDITOR

Pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 Company has appointed Mr. Jaswant Kumar Verma (Advocate) , the Manager (Banking & Operation) of the Company, has been appointed in your Company for the purpose of Internal Audit for the Financial Year 202324. The company has already received a consent letter from the Internal Auditor for their appointment.

17. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial control systems, commensurate with the size, scale, and complexity of its operations. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year under review, the Company has not come across any incidence of fraud. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, the respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions if any thereon are presented to the Audit Committee of the Board.

18. REPORTING OF FRAUDS

As specified under Section 143 (12) of Companies Act, 2013 including any statutory amendments or modifications, if any, the auditor of the company has reported one fraud in the course of the performance of his duties as auditor.

There is theft by employee named Rohit Singh Bhati of ^ 2.00 Lakhs for which company has not lodged any FIR but terminated him immediately. The management of company is trying to recover the amount from that employee and till now recovered only ^1,86,718 Rupees.

19. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors and 'General Meetings', respectively, have been duly followed by the Company.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015, the Management's Discussion and Analysis of the financial condition and results of operations have been provided separately in this Annual Report. (Annexure - 1)

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

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31^st, 2024, has been appended in this Report. (Annexure-2).

22. DETAILS OF SUBSIDIARIES, ASSOCIATES & JOINT VENTURE COMPANIES

During the year under review, the company has one subsidiary company:

INTRAGLOBE TRANSPORT SOLUTION PRIVATE LIMITED (wholly owned subsidiary)

In terms of the provision of section 129(3) of the Companies Act, 2013, a statement containing performance & salient features of the financial statements of company's subsidiaries/associate/joint venture companies in the prescribed Form AOC - 1 is attached as “Annexure - 3” to this report.

23. RELATED PARTY TRANSACTION

None of the transactions with the related parties falls under the scope of Section 188(1) of the Act. All contracts/arrangements/transactions entered by the Company during the financial year with the related parties in the ordinary course of business and on arm's length price basis. During the year the Company has not entered into any contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given at "Annexure-4” in AOC-2 format as prescribed.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.gicl.co

24. CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the applicable provision of the Companies Act, 2013 including the Accounting Standard on Consolidated Financial Statements and the SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 (the “Listing Regulations”), the audited consolidated financial statement is provided in this Annual Report.

25. REPORT ON CORPORATE SOCIAL REPONSIBILITY

Your company does not come under the purview of Corporate Social Responsibility as per Section 135 of the Companies Act, 2013. Apart from the regulatory norms, company has taken various steps towards the development of the community and society as a whole.

26. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the Company. The Company has also adopted the concept of Trading Window Closure, to prevent its Directors, officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

27. RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. The Assessment is periodically examined by the Board. The management of the Company has identified some of the major areas of concern having inherent risk, viz. Financial, Commodity Price, Regulatory, Human Resource, Interest rate Risks. The processes relating to minimizing the above risks have already been put in place at different levels of management. The management of the Company reviews the risk management processes and implementation of risk mitigation plans. The processes are continuously improved.

28. PARTICULAR OF EMPLOYEES

Information as required under the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in Annexure - 5. Also it will be provided upon request. In terms of the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report including the aforesaid information is being sent to the Shareholders and others entitled thereto. The said information is available for inspection by the Shareholders at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

During the year under review, there were no significant and/ or material orders passed by any Regulator/ Court/Tribunals which could impact the going concern status of your Company and its operations in future. However,

30. PERFORMANCE EVALUATION

In terms of requirements of Listing Regulations and provisions of the Companies Act, Nomination cum Remuneration Committee of the Board of Directors of the Company specified the manner for effective evaluation of performance of Board, its Committees and Individual Directors. Based on the same, annual evaluation of its own performance, performance of its Committees, Individual Directors including Independent Directors was carried out during the reporting period. The Company had adopted the evaluation parameters as suggested by ICSI and SEBI with suitable changes from Company's perspective.

The Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the Directors individually including Independent Directors (excluding the director being evaluated) has been made.

Performance evaluation of Directors was carried out by Board and Nomination and Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board, deliberations and participation level in board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and Initiative to maintain high level of integrity and ethics and the same was apprised to the Board of Directors.

Independent Directors had carried out performance evaluation of Non-Independent Directors in their separate meeting, the Board as a whole and performance evaluation of Chairman was carried out, taking into account the views of Executive and Non-Executive Directors.

The performance of Committees were evaluated on parameters such as whether the Committees of the Board are appropriately constituted, have appropriate number of meetings held each year to accomplish all of its responsibilities, maintain the confidentiality of its discussions and decisions, conduct self-evaluation at least annually, make periodical reporting to the Board along with its suggestions and recommendations.

Independent Directors' performance evaluation was carried out on parameters such as whether the Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct for Independent Directors and their role in bringing independent judgment during Board deliberations on strategy, performance, risk management etc. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report which forms an integral part of this Report.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act), your company has constituted an Internal Compliance Committee. The Committee received no complaints during the year under view. Since the number of complaints filed during the year was NIL, the committee prepared a NIL complaints report.

32. 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

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

33. 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 no deviation in objects of Letter of Offer of Right issue. However, there is Variation in the amount of funds utilized as against what was projected. The Disclosure related to same has been uploaded on NSE dated 30^th May 2024

34. CORPORATE GOVERNANCE

As the Equity shares of the company are listed on Emerge SME Platform of NSE, therefore Corporate Governance provision as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation 46 and Paras C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, accordingly no reporting is required to be made under this head.

35. 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 three Directors viz. Mr. Suneel Sayarmal Mohnot as the Chairman of the Committee, and Mr. Anil Kumar Garg and Mr. Rajendra Kumar Agrawal and Mr. Subhash Agrawal, as the members of the Committee.

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.

36. 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.

37. 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.

38. 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 2023-24.

39. 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.

40. 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.

41. 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, 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 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.

42. 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.

43. 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