The Directors of Globe International Carriers Limited have the pleasure of presenting their 15th Annual Report on thebusiness and operations of the Company together with Standalone and Consolidated Audited Financial Statements andAuditor Report of your Company for the year ended 31st March, 2025.
The audited financial results of the Company for the year ended 31st March, 2025 are summarized below:
Particulars
Standalone
Consolidated
2024-25
2023-24
Revenue from Operations
15654.07
11,449.66
15665.87
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 andamortisation, exceptional items
940.23
559.20
928.92
565.29
Less: Finance Cost
231.89
201.80
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
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
The Annual Report includes standalone and consolidated Financial Statement of the company, which includes the resultof its wholly owned subsidiary i.e. Intraglobe Green Energy Private Limited [Formerly Known as Intraglobe TransportSolutions Private Limited].
During the Current Financial Year, the Company has achieved a turnover of Rs. 15,654.07 lacs as against theturnover of Rs. 11,449.66 lacs in the previous year. The net profit of the Company is Rs. 491.15 lacs in the currentyear as against Rs. 247.22 lacs in the previous year.
During the Current Financial Year, the Company has achieved a consolidated turnover of Rs. 15,665.87 lacs asagainst the turnover of Rs. 11,449.66 lacs in the previous year. The net profit of the Company is Rs. 480.11 lacsin the current year as against Rs. 255.58 lacs in the previous year.
During the year under review, the board proposes to transfer balance of profit to the Reserve and Surplus.
In accordance with the provisions of the Companies Act, 2013, No dividend has been declared during the financial year2024-25.
The authorized and paid-up equity share capital as of 31st 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 passedthrough postal ballot dated March 18, 2025.
Your Company has received declarations from all the Independent Directors of the Company and they have confirmedthat they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 read withSchedules 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 Directorsafter undertaking a due assessment of the veracity of the same.
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31st March, 2025, havebeen prepared in accordance with the Accounting Standards (AS) notified under Section 133 of the Companies Act, 2013read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements aremade on a prudent basis, to reflect in a true and fair manner, the form and substance of transactions and reasonablypresent the Company's state of affairs, profits and cash flows for the year ended 31st March, 2025. The notes to theFinancial Statements adequately cover Audited Statements and form an integral part of this report.
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 providedin this Annual Report.
Following are the Directors and KMP's of your Company. Pursuant to the provisions of section 2 (51), 149, 184 and 203of 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*
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
06841528
8.
Mr. Sanjay Jindal#w.e.f: 17/12/2024
07803366
9.
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 Boardof Company w.e.f 26th November, 2024.
#Appointment of Mr. Sanjay Jindal (DIN 07803366) as an Additional Director (Non-executive & Independent) on theBoard of the Company w.e.f. 17th December, 2024 to hold office for consecutive term of 5 years and regularised as aDirector (Non-executive & Independent) w.e.f. 16th March, 2025 pursuant to the Special Resolution passed via postalballot.
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. Shubham Agrawal (DIN: 06909889) Director will retire by rotation at theensuing 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 ofMembers 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 ofthe Directors in the context of the Company's businesses for effective functioning, which are detailed in the CorporateGovernance Report.
The Board of Directors has framed a Nomination, Remuneration and Board Diversity Policy that lays down a frameworkin relation to the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and otheremployees of the Company ("Policy").
The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executiveand Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Managementand other employees. The Policy also provides for the Board Diversity, the criteria for determining qualifications, positiveattributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Managementand performance evaluation which are considered by the Nomination and Remuneration Committee and the Board ofDirectors 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 websiteof the Company at: www.gicl.co.
During the Financial Year 2024-25, 6 (Six) meetings of the Board of Directors were held on 30th May,2024 , 27thAugust,2024, 14th November,2024,17th December ,2024,13th February,2025 ,19th February ,2025
Details of the Board meetings are given below:-
Date
Board Strength
No. of Directors Present
1
30th May,2024
6
5
2
27th August,2024
3
14th November,2024
4
17th December ,2024
13th February ,2025
19th February ,2025
The details of the meetings of the Directors during the financial year 2024-25 are given in the Corporate GovernanceReport forming part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed120 days, as prescribed under the Act and the Listing Regulations.
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 areprovided in the Corporate Governance Report.
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 31st March, 2025, the applicable AccountingStandards 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 andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyas of 31st March, 2025, and of the profit of the Company for the financial year ended 31st March, 2025;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting 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 internalfinancial 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 thatsuch systems were adequate and operating effectively.
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.
There was no amount transferred, to the Investor Education and Protection Fund by the Company during the year.
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.
M/s Gourisaria Goyal & Co., Chartered Accountants (FRN 016681C), were appointed as Statutory Auditors of theCompany for their first term of five consecutive years, on a remuneration mutually agreed upon by the Board of Directorsand the Statutory Auditors w.e.f. 11th 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/sGourisaria Goyal & Co. as Statutory Auditors of the Company for their second term of five consecutive years, subject tothe approval of the shareholders at the ensuing Annual General Meeting.
Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made there under, the Company hadappointed M/s M. Sancheti & Associates, Practicing Company Secretary, Jaipur as the Secretarial Auditor of the companyto conduct the Secretarial Audit for the financial year 2024-25 of the company. The Company has already received aconsent letter from the Secretarial Auditor for their appointment. The report of Secretarial Auditor on the compliancesis at Annexure - 6. Following Qualification and Remarks are Noted and Addressed Prominently to resolve as below;
a) Submission of unsigned financial statements and non-compliance with SEBI format requirementsManagement acknowledges the inadvertent lapse in submitting unsigned financial statements for the half year ended30th September 2024, along with the limited review report that was not in the prescribed format and without UDIN. Theerror occurred due to oversight during the process of uploading documents with the stock exchange. The Company hassince implemented stricter internal review controls to ensure that all submissions are duly signed, in the prescribedformat, 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 suchadvances/loans were made considering business exigencies and long-term strategic benefits. However, the Companyaccepts that requisite approvals and compliance under Section 185 and 186 were not fully ensured. Going forward, theCompany is strengthening its governance framework and has initiated corrective steps to ensure that all suchtransactions 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 forthe construction of a warehouse in line with the Company's expansion strategy. Company has withdrawn from thewarehouse 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 qualificationsand remarks made by the auditors in the Audit Report for FY 2023-24. This was an unintentional omission. The Companyassures that in future, necessary explanations and comments on every qualification, reservation, or adverse remark bythe auditors will be appropriately included in the Board's Report, in compliance with Section 134(3)(f) of the CompaniesAct, 2013.
As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read withCompanies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.
Pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 Companyhas appointed Mr. Jaswant Kumar Verma (Law Graduate), the Manager (Banking & Operation) of the Company, hasbeen appointed in your Company for the purpose of Internal Audit for the Financial Year 2024-25. The company hasalready received a consent letter from the Internal Auditor for their appointment.
The Company has in place adequate internal financial control systems, commensurate with the size, scale, andcomplexity of its operations. The Company has appropriate policies and procedures for ensuring the orderly andefficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, preventionand detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliablefinancial information. During the year under review, the Company has not come across any incidence of fraud. Theinternal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Basedon the report of the internal auditor, the respective departments undertake corrective action in their respective areasand thereby strengthen the controls. Significant audit observations and corrective actions if any thereon are presentedto the Audit Committee of the Board.
As specified under Section 143 (12) of Companies Act, 2013 including any statutory amendments or modifications, ifany, the auditor of the company has not reported any fraud in the course of the performance of his duties as auditor.
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors and 'GeneralMeetings', respectively, have been duly followed by the Company.
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 havebeen provided separately in this Annual Report. (Annexure - 1)
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 31st March, 2025, has been appended in this Report. (Annexure-2).
During the year under review, the company has one subsidiary company:
Intraglobe Green Energy Private Limited [Formerly Known as Intraglobe Transport Solution Private Limited] (whollyowned subsidiary)
However, the Board of Directors has proposed acquisition of 51% equity stake in M/s Govind Kripa InfratechPrivate Limited, a company engaged in infrastructure and real estate development, from Mrs. Surekha Agarwal, oneof its existing shareholders.
Upon completion of the transaction, Govind Kripa Infratech Private Limited shall become a subsidiary of theCompany in accordance with Section 2(87) of the Companies Act, 2013, as the Company will hold more than one-halfof its total share capital.
In terms of the provision of section 129(3) of the Companies Act, 2013, a statement containing performance & salientfeatures of the financial statements of company's subsidiaries/associate/joint venture companies in the prescribed FormAOC-1 is attached as "Annexure - 3" to this report.
None of the transactions with the related parties falls under the scope of Section 188(1) of the Act. Allcontracts/arrangements/transactions entered by the Company during the financial year with the related parties in theordinary course of business and on arm's length price basis. During the year the Company has not entered into anycontracts/ arrangements/ transactions with related parties which could be considered material in accordance with thepolicy 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 theCompanies (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 ofthe Company viz. www.gicl.co
Pursuant to the applicable provision of the Companies Act, 2013 including the Accounting Standard on ConsolidatedFinancial Statements and the SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 (the "ListingRegulations"), the audited consolidated financial statement is provided in this Annual Report.
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 31st March 2025, the net profit of the Company hasexceeded ?5 crore. Accordingly, in terms of Section 135 of the Companies Act, 2013, the provisions relating to CSR areapplicable 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 stepsto formulate and implement the CSR Policy and ensure the required CSR expenditure is undertaken during currentFinancial Year 2025-26.
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 adoptedthe concept of Trading Window Closure, to prevent its Directors, officers, designated employees and other employeesfrom trading in the securities of the Company at the time when there is unpublished price sensitive information.
Business risk evaluation and management is an ongoing process within the Company. The Assessment is periodicallyexamined by the Board. The management of the Company has identified some of the major areas of concern havinginherent risk, viz. Financial, Commodity Price, Regulatory, Human Resource, Interest rate Risks. The processes relatingto minimizing the above risks have already been put in place at different levels of management. The management ofthe Company reviews the risk management processes and implementation of risk mitigation plans. The processes arecontinuously improved.
Information as required under the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of theCompany is provided in Annexure - 5. Also it will be provided upon request. In terms of the provisions of the firstproviso to Section 136(1) of the Companies Act, 2013, the Annual Report including the aforesaid information is beingsent to the Shareholders and others entitled thereto. The said information is available for inspection by the Shareholdersat the Registered Office of the Company during business hours on working days of the Company up to the date ofensuing Annual General Meeting.
During the year under review, there were no significant and/ or material orders passed by any Regulator/ Court/T ribunalswhich could impact the going concern status of your Company and its operations in future. However,
In terms of requirements of Listing Regulations and provisions of the Companies Act, Nomination cum RemunerationCommittee of the Board of Directors of the Company specified the manner for effective evaluation of performance ofBoard, 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 suitablechanges from Company's perspective.
The Board has carried out an annual evaluation of its own performance and that of its committees as well as performanceof 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 onparameters 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 industryexpertise, attendance and participations in the meetings and workings thereof and Initiative to maintain high level ofintegrity 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 ofExecutive and Non-Executive Directors.
The performance of Committees were evaluated on parameters such as whether the Committees of the Board areappropriately 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 periodicalreporting to the Board along with its suggestions and recommendations.
Independent Directors' performance evaluation was carried out on parameters such as whether the Directors upholdethical standards of integrity and probity, the ability of the directors to exercise objective and independent judgment inthe best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct forIndependent 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 theCorporate Governance Report which forms an integral part of this Report.
The Company has zero tolerance towards any form of sexual harassment at the workplace and is committed to providinga 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 ofWomen 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 sexualharassment. The Committee is empowered to investigate complaints and recommend appropriate action, whereverrequired.
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 Actand the mechanism available for redressal of complaints.
The Company recognizes and respects the rights of women employees to maternity benefits as per the provisions ofthe Maternity Benefit Act, 1961 and other applicable laws. It is committed to providing a supportive and inclusive workenvironment for expecting and new mothers.
The Company ensures that all eligible women employees are granted maternity leave, benefits, and protections inaccordance 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 tofacilitate work-life balance and health and well-being for its women employees.
34. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE 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 approvedby the shareholders and are likely to have an impact on its financial position and strategic direction:
Pursuant to the approval of shareholders through postal ballot dated March 17, 2025, the authorized share capital ofthe 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 ofconsideration towards a strategic acquisition. The preferential allotment was part of the Company's broader objectiveto strengthen its asset base and support long-term growth without incurring significant debt.
The Company has proposed to acquire a 51% equity stake in Govind Kripa Infratech Private Limited from Mrs. SurekhaAgarwal, an existing shareholder of the Govind Kripa Infratech Private Limited on 24th April 2025 .
The consideration for the acquisition is proposed to be discharged other than in cash, by way of issuance of equityshares on a preferential basis, subject to applicable regulatory approvals and compliance with the provisions of theCompanies Act, 2013 and SEBI (ICDR) Regulations.
This strategic acquisition is aimed at expanding the Company's presence in the infrastructure sector and enhancing itsbusiness synergies.
Pursuant to Regulation 32(1) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, There is deviation/variation in the spending of the Rights Issue proceeds, beyond theobjects of the issue mentioned in the Prospectus dated 5th October 2023 (with reference to the modification mentionedin the letter dated 30th May 2024) filed with the Registrar of Companies, Rajasthan at Jaipur for the purpose of raisingmoney 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 theconstruction 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 Issueproceeds, an amount of ?13.70 crore was initially allocated for the construction of a warehouse. However, due tounforeseen challenges in project execution, the contract for warehouse construction has been withdrawn. The reasonsfor the withdrawal include:
• The chosen land location for the warehouse was found to be unsuitable due to logistical and accessibilityconstraints. Efficient transportation and connectivity are crucial for warehouse facilities, and the selected sitefailed to meet these requirements, making long-term operations impractical.
• Additionally, regulatory and environmental approvals proved to be a major obstacle, with extensivedocumentation and compliance with zoning laws leading to delays. Infrastructure deficiencies in outer Jaipur,
such as underdeveloped roads, unreliable electricity, and inadequate water supply, further escalatedconstruction 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 forcancellation charges. As a result, the company is reallocating the ?13.50 crore towards the new object of working capitalto optimize fund utilization and ensure maximum shareholder value
The equity shares of the Company are listed on the Emerge SME Platform of the National Stock Exchange of IndiaLimited (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 duringthe 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 provisionsof Corporate Governance have become applicable to the Company from that date onward. The Company shall ensuredue compliance with the applicable Corporate Governance provisions from the effective date of applicability.
The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of theListing Regulations. The Audit Committee comprises of three Directors viz. Mr. Suneel Sayarmal Mohnot as the Chairmanof the Committee, and Mr. Anil Kumar Garg and Mr. Rajendra Kumar Agrawal and Mr. Subhash Agrawal, as the membersof the Committee.
During the year 2024-25, the Audit Committee was reconstituted. The Committee now comprises Mr. Suneel SayarmalMohnot as Chairman, and Mr. Sanjay Jindal, Mr. Rajendra Kumar Agrawal, and Mr. Subhash Agrawal as Members. TheCommittee 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 ofthe role and responsibilities of the Audit Committee, the particulars of meetings held, and attendance of the Membersat such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report.
As per provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 and Rules made thereunder, theCompany 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 provisionsfor 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.
The Company is conscious of the importance of environmentally clean and safe operations. The Company's policyrequires the conduct of operations in such a manner to ensure the safety of all concerned, compliances of environmentalregulations and preservation of natural resources.
The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 does not apply to your company for the financial year 2024-25.
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.
Statements in the annual return particularly those which relate to Management Discussion & Analysis Report mayconstitute forward-looking statements within the meaning of applicable laws and regulations. Although theexpectations are based on reasonable assumptions, the actual result might differ.
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 byelectronic 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 PrivateLimited] proposes to send documents such as Notices of General Meeting(s), other Notices, Annual Report and all othercommunications to its Shareholders through electronic mode i.e. on the e-mail address provided by you. To supportthis green initiative in full measure, members who have not registered their e-mail addresses so far, are requested toregister their e-mail addresses, in respect of electronic holdings with the Depository through their concerned DepositoryParticipant. Members who hold shares in physical form are requested to fill in the Registration form which can beobtained from Company's Registrar MUFG Intime India Private Limited [ Formerly known as Link Intime India PrivateLimited]
Please note that all such documents shall be made available on the Company's website and the same shall also be keptopen for inspection at the Registered Office of the Company during the business hours.
• 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 thedetails of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of2016) 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 onetimesettlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasonsthereof, is not applicable.
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 itsappreciation for valuable support and co-operation of suppliers, shareholders, banks, management team and the entirework force for their commitment and look forward to their continued support in future.
For and on the behalf of the
Sd/- Sd/-
Surekha Agarwal Subhash Agrawal
Whole-Time Director Managing Director
DIN: 00345237 DIN: 00345009
Date: 28.08.2025Place: Jaipur