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Globe International Carriers Ltd			Industry : Miscellaneous


BSE Code:	538385	NSE Symbol:	GICL	P/E(TTM):	80.49

ISIN Demat:	INE947T01014	Div & Yield %:	0	EPS(TTM):	2.03

Book Value(Rs):	31.5434754	Market Cap ( Cr.):	457.33	Face Value(Rs):	10

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To, Dear Shareholders,

The Directors of Globe International Carriers Limited have the pleasure of presenting their 15^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, 2025.

1. FINANCIAL RESULTS

The audited financial results of the Company for the year ended 31^st March, 2025 are summarized below: (Rs. in Lacs)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	15654.07	11,449.66	15665.87	11,449.66
Add: Other Income	17.33	1.78	17.45	1.94
Total Revenue	15671.41	11,451.44	15683.32	11,451.60
Profit before finance costs, tax, depreciation and amortisation, exceptional items	940.23	559.20	928.92	565.29
Less: Finance Cost	231.89	201.80	231.89	201.81
Less: Depreciation and Amortisation	40.85	28.38	41.12	28.53
Profit before Tax	666.83	329.02	655.83	335.36
Provision for Tax	175.68	83.06	175.72	83.06
Profit / (loss) for the period	491.15	247.22	480.11	255.58
Earnings per Share (in Rs.)	1.97	0.99	1.93	1.03

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 Green Energy Private Limited [Formerly Known as Intraglobe Transport Solutions Private Limited].

Standalone Financial State:

During the Current Financial Year, the Company has achieved a turnover of Rs. 15,654.07 lacs as against the turnover of Rs. 11,449.66 lacs in the previous year. The net profit of the Company is Rs. 491.15 lacs in the current year as against Rs. 247.22 lacs in the previous year.

Consolidated Financial Statement:

During the Current Financial Year, the Company has achieved a consolidated turnover of Rs. 15,665.87 lacs as against the turnover of Rs. 11,449.66 lacs in the previous year. The net profit of the Company is Rs. 480.11 lacs in the current year as against Rs. 255.58 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 2024-25.

5. SHARE CAPITAL

The authorized and paid-up equity share capital as of 31^st March, 2025, stood at 30,00,00,000 (Rupees Thirty Crores) and 24,91,95,000 (Rupees Twenty-Four Crores Ninety-One Lac Ninety-Five Thousand) respectively. During the FY Authorised share capital increased from Rs. 25 Crore to Rs. 30 Crore vide ordinary resolution passed through postal ballot dated March 18, 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, 2025, 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, 2025. 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 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. Anil Kumar Garg^*	Independent, Non-executive Director	03631635
3.	Mr. Shubham Agrawal	Non-Independent, Non-executive Director	06909889
4.	Mr. Subhash Agrawal	Managing Director	00345009
5.	Mrs. Surekha Agarwal	Whole-Time Director	00345237
6.	Mrs. Saloni Agrawal	Chief Financial Officer	AUMPA6893M
7.	Mr. Rajendra Kumar Agrawal	Independent, Non-executive Director	06841528
8.	Mr. Sanjay Jindal^#	Independent, Non-executive Director	07803366
	w.e.f: 17/12/2024

Mrs. Annu Sharma Khandelwal

Company Secretary & Compliance Officer

FJVPS7878M

*Mr. Anil Kumar Garg (DIN 03631635) resigned from the post of Non-executive & Independent Director on the Board of Company w.e.f 26^th November, 2024.

#Appointment of Mr. Sanjay Jindal (DIN 07803366) as an Additional Director (Non-executive & Independent) on the Board of the Company w.e.f. 17^th December, 2024 to hold office for consecutive term of 5 years and regularised as a Director (Non-executive & Independent) w.e.f. 16^th March, 2025 pursuant to the Special Resolution passed via postal ballot.

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 reappointment at every AGM. Consequently, Mr. Shubham Agrawal (DIN: 06909889) 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.

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.

11. NUMBER OF THE MEETING OF THE BOARD

During the Financial Year 2024-25, 6 (Six) meetings of the Board of Directors were held on 30^th May,2024 , 27^th August,2024, 14^th November,2024 , 17^th December ,2024 , 13^th February,2025 ,19^th February ,2025

Details of the Board meetings are given below:-

S. No.	Date	Board Strength	No. of Directors Present
1	30^th May,2024	6	5
2	27^th August,2024	6	6
3	14^th November,2024	6	4
4	17^th December ,2024	6	5
5	13^th February ,2025	6	5
6	19^th February ,2025	6	6

The details of the meetings of the Directors during the financial year 2024-25 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.

12. 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.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of its knowledge and ability, confirms that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable Accounting Standards had 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 as of 31^st March, 2025, and of the profit of the Company for the financial year ended 31^st March, 2025;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 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.

14. 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.

15. INVESTOR EDUCATION AND PROTECTION FUND

There was no amount transferred, to the Investor Education and Protection Fund by the Company during the year.

16. STOCK EXCHANGE & LISTING FEES

The Company's Equity Shares at present are listed at SME EMERGE Platform of National Stock Exchange Limited ("NSE'). The Company hereby confirms that Annual Listing Fees for FY 2024-25 is paid to NSE.

17. AUDITOR

(a) STATUTORY AUDITORS & THEIR REPORT

M/s Gourisaria Goyal & Co., Chartered Accountants (FRN 016681C), were appointed as Statutory Auditors of the Company for their first term of five consecutive years, on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors w.e.f. 11^th November, 2020 upto the conclusion of this Annual General Meeting.

The tenure of M/s Gourisaria Goyal & Co. as Statutory Auditors will conclude at the end of this Annual General Meeting. Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, proposes to reappoint M/s Gourisaria Goyal & Co. as Statutory Auditors of the Company for their second term of five consecutive years, subject to the approval of the shareholders at the ensuing Annual General Meeting.

(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 2024-25 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. Following Qualification and Remarks are Noted and Addressed Prominently to resolve as below;

Management Responses to Audit Observations

a) Submission of unsigned financial statements and non-compliance with SEBI format requirements

Management acknowledges the inadvertent lapse in submitting unsigned financial statements for the half year ended 30th September 2024, along with the limited review report that was not in the prescribed format and without UDIN. The error occurred due to oversight during the process of uploading documents with the stock exchange. The Company has since implemented stricter internal review controls to ensure that all submissions are duly signed, in the prescribed format, and include UDIN wherever applicable, before filing with NSE/SEBI in the future.

b) Non-compliance with provisions of Section 185 and 186 of the Companies Act, 2013

The observation regarding loans to LLPs/firms in which directors have interest is noted. Management clarifies that such advances/loans were made considering business exigencies and long-term strategic benefits. However, the Company accepts that requisite approvals and compliance under Section 185 and 186 were not fully ensured. Going forward, the Company is strengthening its governance framework and has initiated corrective steps to ensure that all such transactions are undertaken only after obtaining necessary approvals and in compliance with the Companies Act, 2013.

c) Advance of Rs. 1020.00 Lakhs to Mr. Khyat Prakash Shah without registered agreement

Management confirms that the advance was made to Mr. Khyat Prakash Shah for the acquisition of land intended for the construction of a warehouse in line with the Company's expansion strategy. Company has withdrawn from the warehouse construction project and refund process of advance provided is initiated.

d) Non-disclosure of explanations/comments in Board's Report under Section 134(3)(f)

Management acknowledges the non-inclusion of explanations/comments in the Board's Report for the qualifications and remarks made by the auditors in the Audit Report for FY 2023-24. This was an unintentional omission. The Company assures that in future, necessary explanations and comments on every qualification, reservation, or adverse remark by the auditors will be appropriately included in the Board's Report, in compliance with Section 134(3)(f) of the Companies Act, 2013.

(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 (Law Graduate), the Manager (Banking & Operation) of the Company, has been appointed in your Company for the purpose of Internal Audit for the Financial Year 2024-25. The company has already received a consent letter from the Internal Auditor for their appointment.

18. 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.

19. 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 not reported any fraud in the course of the performance of his duties as auditor.

20. 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.

21. 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)

22. 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 31^st March, 2025, has been appended in this Report. (Annexure-2).

23. DETAILS OF SUBSIDIARIES, ASSOCIATES & JOINT VENTURE COMPANIES

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

Intraglobe Green Energy Private Limited [Formerly Known as Intraglobe Transport Solution Private Limited] (wholly owned subsidiary) However, the Board of Directors has proposed acquisition of 51% equity stake in M/s Govind Kripa Infratech Private Limited, a company engaged in infrastructure and real estate development, from Mrs. Surekha Agarwal, one of its existing shareholders. Upon completion of the transaction, Govind Kripa Infratech Private Limited shall become a subsidiary of the Company in accordance with Section 2(87) of the Companies Act, 2013, as the Company will hold more than one-half of its total share capital. 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.

24. 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

25. 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.

26. REPORT ON CORPORATE SOCIAL REPONSIBILITY

During the Financial Year 2024 25, your Company did not fall within the purview of the Corporate Social Responsibility (CSR) provisions under Section 135 of the Companies Act, 2013.

However, as per the audited financial statements for the year ended 31^st March 2025, the net profit of the Company has exceeded 5 crore. Accordingly, in terms of Section 135 of the Companies Act, 2013, the provisions relating to CSR are applicable to the Company for the Financial Year 2025-26.

In compliance with the applicable provisions, the Company will constitute a CSR Committee and take necessary steps to formulate and implement the CSR Policy and ensure the required CSR expenditure is undertaken during current Financial Year 2025 26.

27. 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.

28. 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.

29. 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.

30. 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,

31. 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.

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

The Company has zero tolerance towards any form of sexual harassment at the workplace and is committed to providing a safe and respectful work environment for all its employees. The Company has in place 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 the rules framed thereunder.

An Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. The Committee is empowered to investigate complaints and recommend appropriate action, wherever required.

During the financial year 2024-2025, 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]

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

33. 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 2024-2025, 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.

34. 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 March 17, 2025, the authorized share capital of the Company was increased from 25 crore to 30 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. Proposed Acquisition of Stake in Govind Kripa Infratech Private Limited

The Company has proposed to acquire a 51% equity stake in Govind Kripa Infratech Private Limited from Mrs. Surekha Agarwal, an existing shareholder of the Govind Kripa Infratech Private Limited on 24^th April 2025 .

The consideration for the acquisition is proposed to be 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.

This strategic acquisition is aimed at expanding the Company's presence in the infrastructure sector and enhancing its business synergies.

35. 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

36. CORPORATE GOVERNANCE

The equity shares of the Company are listed on the Emerge SME Platform of the National Stock Exchange of India Limited (NSE). Accordingly, in terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance as specified in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Paras C, D, and E of Schedule V were not applicable to the Company during the financial year 2024 25, and hence no reporting is required under this head for the said period. However, as the paid-up equity share capital of the Company exceeded 25 crore on June 19, 2025, the said provisions of Corporate Governance have become applicable to the Company from that date onward. The Company shall ensure due compliance with the applicable Corporate Governance provisions from the effective date of applicability.

37. 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 2024-25, the Audit Committee was reconstituted. The Committee now comprises Mr. Suneel Sayarmal Mohnot as Chairman, and Mr. Sanjay Jindal, Mr. Rajendra Kumar Agrawal, and Mr. Subhash Agrawal as Members. 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.

38. 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.

39. 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.

40. 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 2024-25.

41. 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.

42. 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.

43. 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.

44. 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.

45. 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.