As on: Oct 21, 2026 07:01 PM
To,
The Members of
GLOBE MULTI VENTURES LIMITED
(Formerly known as GLOBE COMMERCIALS LIMITED)
Your Directors are pleased to present the 41 st Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31 st March, 2026.
1. FINANCIAL RESULTS
The Company's financial results for the financial year ended on the 31 st March, 2026 are as under:
2. OPERATIONS
The Company has reported total revenues of Rs.22,235.67 lakhs for the year under review as against Rs.20,344.61 lakhs in the previous year on Standalone basis, registering the growth of 9.30% over the previous year. Net profit after tax has been reported at Rs.745.59 lakhs for the year 2025-26 as against Rs.601.05 lakhs previous year representing growth of 24% in profit over the previous year.
3. DIVIDEND
The management believes that the profits earned during the financial year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations, to upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2025-26.
4. RESERVERS AND SURPLUS:
During the year company has transferred an amount of Rs.745.60 lakhs to the reserves and surplus.
5. FUTURE OUTLOOK:
Your Directors take immense pleasure in reporting growth momentum with sustained growth in revenues for the year under review compared to the previous year. The company has started new business of Agri commodities and E-commerce solutions just 5 years back and it has come out with exemplified growth in the past 5 years including the year under review. Further to report that your Directors are very happy to mention their appreciation of the dedicated efforts put in by the Management in general and employees in particular for establishing wide and strong dealers and distributors network across Telangana and Andhra States in the very short span of time.
The Company is currently engaged in business of processing, marketing, selling, distribution or otherwise dealing in Agri commodities such as pulses, cereals, corn, wheat, rice, etc., and e-commerce solutions. The Board of Directors of the company envisages expansion of the business by extending the presence in the other Southern States viz., Karnataka, Tamil Nadu and Kerala, acquisition of necessary lands either on lease or outright purchase for embarking on forming of agricultural produce and setting up of one or two processing units in southern India. Further, the Board of Directors also envisages expansion of the business to some of the Northern states of India so to say Maharashtra initially and other states there after phase wise.
Further, the Board of Directors also envisages to explore different avenues to expand its business through agreements, contacts, acquisitions, joint ventures, other strategic alliances to broad-base the business interests in the agricultural and e-commerce solutions with a special focus on new age businesses opportunities and possibilities and obviously company need funds for all these plans and activities.
As part of the growth plans and in a bid to achieve growth in multiples, the company has recently acquired 84.40% stake in Hyderabad based Agri business, E-commerce solutions company CoOptions Corporation Private Limited with strong business verticals, revenue base wide dealers and distributors network across Telangana and Andhra Pradesh States and with great growth potential. To this extent, the company had held Extraordinary General Meeting on 30.04.2025 to approve and authorize Board of Directors to Issue equity shares of the Company on Swap basis in the ratio of 4:1 i.e. 4 (Four) Equity shares of Rs.10/- each for every 1 (One) Equity share of Rs.10/- each held in the target company CoOptions Corporation Private Limited for consideration other than cash to acquire 84.40% in the said target company.
6. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED
The members of the Board of Directors along with the details of the Key Managerial Personnel (KMP) appointed or resigned is as follows:
7. NUMBER OF BOARD MEETINGS:
The Board of Directors met Four (4) times during the financial year, on 29.05.2025, 13.08.2025, 29.08.2025 and 17.11.2025. The maximum time gap between any two meetings was less than four months. The agenda for each meeting is prepared well in advance, along with explanatory notes wherever required and distributed to all Directors.
8. DECLARATION GIVEN BY INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Company confirming that they met with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.
10. DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.
11. SECRETARIAL AUDITOR
M/s S.V. Achary & Co., Company Secretaries (M. No: 5981, CP No: 4768), conducted the Secretarial Audit for the year 2026. The Secretarial Audit Report for the financial year ended 31 st March, 2026 is annexed herewith as Annexure-A which forms a part of this Report.
The Secretarial Audit Report for the financial year ended 31 st March, 2026 contains certain qualifications and clarification by the Board are as follows:
Observation: The Company did not have any Internal Auditor as required under Section 138 of the Companies Act, 2013 during the period under review;
Clarification: The Company had tried to find an internal auditor for the financial year 2025-26, however could not find a suitable person. The management will comply the same for the next financial year.
Observation: Mr. Venkat Raman Ayinam was appointed as Additional Director having sub- category of Independent on 7 th February, 2020 where as he was not registered with the data bank of Independent Directors as required under Section 150 of the Companies Act, 2013;
Clarification: We will comply the same within due course
Observation: The Company has not published the notice of Book closure in the newspaper as required under Section 91(1) of the Companies Act, 2013;
Clarification: It was inadvertently missed the compliance. The Company will take care of the same in the future.
The management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186
The Company has not given loans or provide guarantee or made investment during the financial year 2025-26 other than those disclosed in the Balance Sheet for the year 2025-26
13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)
The Company did not enter into a contract or transaction which would fall under the purview of Section 188.
14. COMPANIES WHICH HAVE BECOME OR CEASEED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES FOR THE COMPANY
The Company did not have any subsidiary, joint venture or associate company during the financial year.
15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no material change or commitment, affecting the financial position of the Company which have occurred between March 31, 2026 and the date of this report.
16. COMPOSITION OF COMMITTEES OF BOARD AS ON 31.03.2026
A) The composition of Audit committee of the Company is as follow:
B) The composition of Nomination & Remuneration committee of the Company is as follow:
C) The composition of Stakeholder Grievance committee of the Company is as follow:
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There was no such order passed against the company during the year.
18. PARTICULARS OF EMPLOYEES
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available at the registered office of the Company. The members may obtain the same.
19. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014
No directors/employees of the Company was in receipt of amount exceeding a salary of Rs.5,00,000/-per month or Rs. 60,00,000/- per annum or more when employed for whole of the year, under the provisions of Rule 5 (2) & (3) of The Companies (Appointment and Remuneration) Rules, 2014.
20. BUSINESS RISK MANAGEMENT
The prospects for the Company's business are dependent upon economic and industrial growth as well as resources available for implementation of liberalization policies of the Government. Adverse changes and delays or lack of funds can affect the business prospects of the Industry and the Company.
Risk Management is an integral part of the Company's business strategy. The
Risk Management assessment structure includes Committees of the Board and Senior Management Committees. The company is in the process of constituting Risk Management Committee of the Board which will ("RMC") review compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The RMC nurtures a healthy and independent risk management function to inculcate a strong risk management culture in the Company. As part of the Risk Management framework, the management of Credit Risk, Market Risk, Operational Risk and Fraud Risk are placed under the Head-Risk, to ensure Integrated Risk Management for various Risks.
21. INTERNAL CONTROL SYSTEMS
The Company's internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Company's internal controls, including its systems and processes and compliance with regulations and procedures.
Audit Committee of the Board reviews periodically the adequacy and effectiveness of the internal controls in the Company. The Company's internal control system is commensurate with the size, nature and operations of the Company.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has got in place vigil mechanism during the financial year. The Board of Directors are under discussion to derive a mechanism through which fraud risk, including corrective and remedial actions as regards people and processes can be determined and implemented.
23. HUMAN RESOURCES
The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has kept a sharp focus on Employee Engagement. The Company's Human
Resources is commensurate with the size, nature and operations of the Company.
24. CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Companies Act in relation to Corporate Social Responsibility (CSR) have become applicable to the company and the company is in the process of complying with the relevant provisions and allocation of funds towards CSR activities in due course of time.
25. COMPLIANCES
The Company has complied with all applicable provisions of the Companies Act, 2013 and the listing agreement executed with the Stock Exchanges and other applicable rules/ regulation/ guidelines issued by the SEBI from time to time.
26. DEPOSITS
The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company. 19
27. ANNUAL RETURN
The Annual Return of the Company is placed at its website: https://www.globecommercials.com
28. LISTING OF SHARES
The Shares of the Company are listed in following stock exchanges:
a. Bombay Stock Exchange Ltd b.Metropolitan Stock Exchange of India Ltd
29. DEMATERIALIZATION OF SHARES
As on 31.03.2026 a total of 5843440 equity shares representing 97.35% of the share capital have been dematerialized.
30. CORPORATE GOVERNANCE
Company has got paid up capital of Rs. 6,00,20,000 (Six Crores twenty thousand only) and Reserves and surplus of Rs. 19,96,62,000 (Nineteen Crores Ninety Six lakhs Sixty two thousand only) where by net worth of the Company exceeds Rs. 25.00 Crores and consequently provisions of Corporate Governance of SEBI LODR Regulations become applicable and hence required to comply with the Corporate Governance provisions. The Company takes Corporate Governance as serious responsibility towards its stakeholders with a view to ensure transparency in conducting Corporate affairs and enhancing transparency levels in the business affairs by providing time to time information to the stakeholders and periodical review of operations by the Board of Directors with a proper intimation to the stakeholders of the Company.
Company believes in Corporate Governance as a measure of Good Governance while allowing stakeholders to take informed decisions.
In accordance with Regulation 34 (3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report containing the details of Corporate Governance systems and processes at Globe Multi Ventures Limited as follows:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The Corporate Governance Structure in the Company assigns responsibilities and entrusts authority among different participants in the organization viz. the Board of Directors, the Senior Management, Employees, etc. The Company believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholder's expectations.
2. BOARD DIVERSITY:
The Company recognizes and embraces the importance of a diverse board in its20 success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website https://www.globecommercials.com
3. BOARD EVALUATION:
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:
Board dynamics and relationships
Information flows
Decision-making
Relationship with stakeholders
Company performance and strategy
Tracking Board and committees' effectiveness
Peer evaluation
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.
4. LISTING AGREEMENT:
The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, the Company entered into fresh Listing Agreement with BSE and MSEI within stipulated time.
5. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE and MSEI and framed the following policies which are available on Company's website i.e. https://www.globecommercials.com
Board Diversity Policy
Policy on preservation of Documents
Risk Management Policy
Whistle Blower Policy
Familiarization programme for Independent Directors
Related Party Policy
Code of Conduct for Board of Directors and Senior Management Personnel
6. GLOBE MULTI VENTURES LTD CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website https://www.globecommercials.com.
7. BOARD OF DIRECTORS:
The primary role of the Board is that of trusteeship to protect and enhance shareholder value through strategic supervision of the Company. As trustees, the Board has a fiduciary responsibility towards all the shareholders and ensures that the Company has clear goals aligned to shareholder value and its growth. The Board sets strategic goals and seeks accountability for their fulfillment. The Board also provides direction and exercises appropriate control to ensure that the Company is managed in a manner that fulfils all stakeholders' aspirations and societal expectations. The Board, as part and parcel of its functioning, also periodically reviews its role.
8. COMPOSITION OF THE BOARD:
The composition of the Board of Directors of the Company is an appropriate combination of executive and non-executive Directors with right element of independence. As on March 31, 2026, the Company's Board comprised of 5
Directors, out of which there are three independent Directors on the Board including one Woman Director as on 31.03.2026. In terms of clause 17(1) (b) of SEBI (LODR) Regulations, 2015, the Company is required to have one half of total Directors as independent Directors. The non-executive Directors are appointed or re-appointed based on the recommendation of the Nomination & Remuneration Committee which considers their overall experience, expertise and industry knowledge. One third of the non-executive Directors other than independent Directors, are liable to retire by rotation every year and are eligible for reappointment, subject to approval by the shareholders.
9. NUMBER OF BOARD MEETINGS:
The maximum time gap between any two meetings was less than four months. The agenda for each meeting is prepared well in advance, along with explanatory notes wherever required and distributed to all Directors.
10. ATTENDANCE AND DIRECTORSHIPS HELD:
As mandated by the SEBI (LODR) Regulations, 2015, none of the Directors are members of more than ten Board-level committees nor are they chairman of more than four committees in which they are members. Further all the Directors have confirmed that they do not serve as an independent director in more than seven listed companies or where they are whole-time directors in any listed Company, then they do not serve as independent director in more than three listed companies.
The names and categories of the Directors on the Board, their attendance at Board meeting during the year and at last Annual General Meeting, as also the number of Directorships and Committee memberships held by them in other companies are shown in Table 1.
11. INFORMATION SUPPLIED TO THE BOARD:
The Board has complete access to all information of the Company and is regularly provided advanced detailed information as a part of the agenda papers or is tabled therein. In addition, detailed quarterly performance report by the CFO is presented in the quarterly Board meeting, encompassing all facets of the Company's operations during the quarter, including update of key projects, outlook and matters relating to environment, health & safety, corporate social responsibility etc. The following information is provided to the Board as a part of the agenda papers:
Annual and Quarterly financial statements for the Company and the Accounting Policy
Minutes of the meetings of the Audit Committee and other Committees of the Board
Annual business plan
Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Company Secretary, whenever required 23
Expansion projects and its status monitoring
Fatal or serious accidents, injuries or any material environmental problems, if any
Any material default in financial obligations to and by the Company, or substantial non- payment for goods sold by the Company, if any
Significant labour problems and their proposed solutions, whenever necessary
Any significant development in human resources / industrial relations including long-term wage agreement, major voluntary retirement scheme, etc.
Quarterly details of foreign exchange exposures and the steps taken by the management to limit the risks of adverse exchange rate movement, if material
Quarterly disclosure of all the investments made
Material non-compliance of any regulatory, statutory nature or listing requirements and shareholders service, such as non-payment of dividend, delay in share transfer and others, if any
Quarterly review of compliance status under various laws applicable to the Company
Substantial non-payment of goods sold by the Company except disputes
Related Party Transactions, if they are not at arm's length and in the ordinary of business
Half-yearly summary of bank guarantees are not available as the Company is currently not maintaining any active accounts.
All other matters required to be placed before the Board for its review / information / approval under the statutes, including SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents, reports, internal policies and site visits to enable them to familiarize with the Company's operations, its procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company business, strategy and risks involved. Detailed presentations on the Company's business segments were made at the meetings of the Directors held during the year. Details of the same are available on www.globecommercials.com.
13. COMMITTEES OF THE BOARD :
The Company has four Board-level Committees - Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee and Risk Management Committee.
All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of service for Committee members are taken by the Board of Directors. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below:
14. AUDIT COMMITTEE:
A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:
Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.
Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.
Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.
Reviewing with management the annual financial statements before submission to the Board, focusing on:
a. Any changes in accounting policies and practices; b. Qualification in draft audit report; c. Significant adjustments arising out of audit; d. The going concern concept; e. Compliance with accounting standards; f. Compliance with stock exchange and legal requirements concerning financial statements and g. Any related party transactions
Reviewing the Company's financial and risk management's policies.
Disclosure of contingent liabilities.
Reviewing with management, external and internal auditors, the adequacy of internal control systems.
Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.
Discussion with internal auditors of any significant findings and follow-up thereon.
Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
Reviewing compliances as regards the Company's Whistle Blower Policy.
B, COMPOSITION, MEETINGS & ATTENDANCE:
There were four (4) Audit Committee Meetings held during the year.
15. NOMINATION AND REMUNERATION COMMITTEE:
The Committee comprises of three non-executive independent Directors
To approve the fixation/revision of remuneration of Executive Directors of the Company and while approving:
a. to take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc. b. to bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.
To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and /or removal.
To carry out evaluation of every Director's performance.
To formulate the criteria for determining qualifications, positive attributes and independence of a director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.
To formulate the criteria for evaluation of Independent Directors and the Board.
To recommend/review remuneration of the Managing Director and Whole-time Director(s) based on their performance and defined assessment criteria.
16. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.
Policy:
1. The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the
Company's operations.
2. In evaluating the suitability of individual Board member, the NR
Committee may take into account factors, such as:
General understanding of the Company's business dynamics, global business and social perspective;
Educational and professional background
Standing in the profession;
Personal and professional ethics, integrity and values;
Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
2.1 The proposed appointee shall also fulfil the following requirements:
shall possess a Director Identification Number;
shall not be disqualified under the companies Act, 2013;
shall endeavor to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting; shall abide by the code of Conduct established by the Company for Directors and senior Management personnel; shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;
Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and other relevant laws.
3. Criteria of independence
3.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director. 3.2 The criteria of independence shall be in accordance with guidelines as laid down in companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies Act, 2013.
4. Other directorships/ committee memberships
4.1. The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the Company. The NR Committee shall take into account the nature of and the time involved in a directory service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board. 4.2. A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies. 4.3. A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole- time Director in any listed Company. 4.4. A Director shall not be a member in more than 10 committees or act as chairman of more than 5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.
17. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
i. The stakeholders' relationship committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations read with section 178 of the Act. ii. The broad terms of reference of the stakeholders' relationship committee are as under:
Consider and resolve the grievances of security holders of the Company including redressal of investor complaints such as transfer or credit of securities, non-receipt of dividend / notice / annual reports, etc. and all other securities-holders related matters.
Consider and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer and transmission of securities, etc.
The composition of the stakeholders' relationship committee and the details of meetings attended by its members are given below:
There were four (4) Stakeholders' Relationship Committee Meetings attendance
18. NAME AND DESIGNATION OF COMPLIANCE OFFICER:
The Company Secretary Mrs. Gayatri Asnani, (PAN NO: CPZPA2218A) Company Secretary cum Compliance Officer of the Company.
A. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING
THE YEAR 2025-26
a. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS VIS-À-VIS THE LISTED COMPANY: The Non- Executive Directors have no pecuniary relationship or transactions.
A. CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS:
1. Remuneration to Executive Director and key managerial personnel
1.1 Executive Director Mrs. Sivalenka Kameswari Managing Director being Executive Director of the Company drawing Managerial Rs.60,00,000 P.A. 1.2 Reasonable remuneration has been paid to the key managerial personnel of the Company.
2. Remuneration to Non Executive Directors
2.1 No remuneration is payable to the Non Executive Directors of the Company.
B. REMUNERATION TO DIRECTORS PAID DURING THE FINANCIAL YEAR 2025-26 AND OTHER
DISCLOSURES - Mrs. Sivalenka Kameswari, Managing Director -- Rs.60,00,000
D. INDEPENDENT DIRECTORS' MEETING:
As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), a separate meeting of the Independent Directors of the Company (without the attendance of non-independent directors) was held on 14.02.2026, to discuss:
1. Evaluation of the performance of Non-independent Directors and the Board of Directors as whole;
2. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors of the Company were present at the meeting. As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company regularly familiarizes Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of the familiarization program is given at Company's website
(www.globecommercials.com Investor Relations)
REMUNERATION POLICY:
The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities should and individual performance.
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:
1. Scope:
This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of a Company. 2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
2.3. "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Remuneration policy for Directors, key managerial personnel and other employees:
1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 "Director" means a director appointed to the Board of the Company.
2.2 "key managerial personnel" means
(i) The Chief Executive Office or the managing director or the manager; (ii) The Company secretary; (iii) The whole-time director; (iv) The chief finance Officer; and (v) Such other office as may be prescribed under the companies Act, 2013.
2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
E. FORMAL ANNUAL EVALUATION:
As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the Company had a meeting on 14.02.2026 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:
(a) Review of the performance of non-independent directors and the Board as a whole; (b) Review of the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors; (c) Assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The meeting also reviewed and evaluated the performance of non-independent directors.
The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:
Preparedness for Board/Committee meetings
Attendance at the Board/Committee meetings
Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.
Monitoring the effectiveness of the Company's governance practices
Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.
Ensuring the integrity of the Company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards. It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.
19. RISK MANAGEMENT COMMITTEE
A.) COMPOSITION:
The Details of composition of the Committee are given below:
B) ROLE AND RESPONSIBILITIES OF THE COMMITTEE INCLUDES THE FOLLOWING:
Framing of Risk Management Plan and Policy
Overseeing implementation of Risk Management Plan and Policy
Monitoring of Risk Management Plan and Policy
Validating the process of risk management
Validating the procedure for Risk minimization.
Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.
Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.
20. DETAILS ON GENERAL BODY MEETINGS:
LOCATION, DATE AND TIME OF LAST AGM AND SPECIAL RESOLUTIONS THERE AT AS UNDER:
During the year under review, the Company has no Extra-ordinary general meeting of the Company.
A. PASSING OF RESOLUTIONS BY POSTAL BALLOT
There were no resolutions passed by the Company through Postal Ballot during the financial year 2025-26
21. MEANS OF COMMUNICATION
The quarterly, half-yearly and yearly financial results will be sent to the Stock Exchanges immediately after the Board approves the same and these results will also be published in prominent daily newspapers. These financial statements, press releases are also posted on the Company's website, at www.globecommercials.com. As the financial performance of the Company is well published, individual communication of half yearly results are not sent to the shareholders.
22. GENERAL SHAREHOLDER INFORMATION:
A) ANNUAL GENERAL MEETING:
Day, Date and Time: Thursday, October, 29, 2026 Time: 4.00 P.M.
Venue: S1, PLOT NO.54 & 55, A.G. ARCAD BALAJI COOOPERATIVE HOUSING SODCIETY, DIOMOND POINT, GUNROCK, SECUNDERABAD 500009
FINANCIAL YEAR AND FINANCIAL YEAR CALENDAR 2026-27 (TENTATIVE SCHEDULE)
Financial calendar: 2026-27
Adoption of Quarterly results for the Quarter ending
30th June, 2026: 14thAugust, 2026
30th September, 2026 :1st/2nd week of November, 2026
31st December, 2026 :1st/2nd week of February, 2027
31st March, 2027: on or before 30th May 2027 Annual General Meeting (Next year): September, 2027
B) DIVIDEND PAYMENT DATE: No Dividend was declared during the Financial Year 2025-26
C) NAME AND ADDRESS OF EACH STOCK EXCHANGE WHERE THE COMPANIES SECURITIES ARE LISTED:
EXCHANGE: BOMBAY STOCK EXCHANGE LIMITED, METROPOLITAN STOCK EXCHANGE OF INDIA LIMITED.
CODE: 540266, GLOBE.
D) IN CASE SECURITIES ARE SUSPENDED FROM TRADING: NIL
E) Registrar and Share Transfer Agents:
Skyline Financial Services Pvt. Ltd,
Address: A/506, Dattani Plaza, A K Road, Safed Pool, Andheri (East), Mumbai - 400072. Phone Nos: 022-49721245,022-28511022 Email: admin@skylinerta.com, Website: www.skylinerta.com
The Transfer of Shares is affected by the CDSL/NSDL/Company as prescribed under the Law and after necessary approval of the Board/Share Transfer Committee, wherever required.
F) DEMATERIALISATION & LIQUIDITY OF SHARES:
As on 31.03.2026 a total of 5843440 equity shares representing 97.35% of the equity share capital have been dematerialized. The ISIN allotted to the Company's scrip is
INE804Q01013. Investors are therefore advised to open a demat account with a Depository participant of their choice to trade in dematerialized form. The Shares of the Company are listed in BSE and MSEI.N
G) ADDRESS FOR CORRESPONDANCE:
S1, PLOT NO.54 & 55, A.G. ARCAD BALAJI COOOPERATIVE HOUSING SOCIETY, DIOMOND POINT, GUNROCK, SECUNDERABAD 500009.
A) BOOK CLOSURE DATE:
Friday, 23 rd October, 2026 to Wednesday, 28 th October, 2026 (both days inclusive).
SELISTING ON STOCK EXCHANGES:
The equity shares of the Company are listed on Bombay Stock Exchange Limited, Metropolitan Stock Exchange of India Limited.
B) ELECTRONIC CONNECTIVITY:
Demat ISIN Number: INE804Q01013
NATIONAL SECURITIES DEPOSITORY LIMITED
Trade World, Kamala Mills Compound Senapati Bapat Marg, Lower Parel Mumbai 013.
C) CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED
Marathon Futurex, A-Wing, 25th floor, NM Joshi Marg, Lower Parel, Mumbai 400013.
23. OTHER DISCLOSURES
A. MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
During the year under review, the Company had not entered in to any materially significant transaction with any related party. Remuneration paid (if any) to directors being NIL, is well within the limits of Section 197 read with Schedule V of Companies Act, 2013. During the year, the Company had not entered into any other contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions that may have potential conflict with the interests of the Company at large. All the related party transactions during the year are in the ordinary course of business and on arm's length basis.
B. COMPLIANCES:
There are no penalties imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to capital markets, during the last three years.
C. WHISTLE BLOWER POLICY
With a view to adopt the highest ethical standards in the course of business, the Company has a whistle blower policy in place for reporting the instances of conduct which are not in conformity with the policy. Directors, employees, vendors or any person having dealings with the Company may report non- compliance to the Chairman of the Audit Committee, who reviews the report. Confidentiality is maintained of such reporting and it is ensured that the whistle blowers are not subjected to any discrimination. No person was denied access to the Audit Committee.
D. COMPLIANCE WITH THE MANDATORY REQUIREMENTS AND ADOPTION OF THE
NON-MANDATORY REQUIREMENTS OF SEBI (LISTING OBLIGATIONS AND DISLOSURE REQUIREMENTS) REGULATIONS, 2015.
All mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been appropriately complied with and the status of non-mandatory requirements is given below:
As there is no Chairman, the provisions for Non-Executive Chairman 34 are not applicable. All other requirements of the Board during the year have been complied with.
Shareholders' rights: The half yearly and annual results along with the press release are uploaded on the website of the Company www.globecommercials.com. The soft copy of the quarterly results is also sent to the shareholders who have registered their e-mail addresses.
Audit qualifications: Company's financial statements are unqualified.
E. WEB-LINK WHERE POLICY FOR DETERMINIG 'MATERIAL' SUBSIDIARIES IS
DISCLOSED.
The Company does not have any material subsidiaries during the financial year 2025-26
F. DISCLOSURE OF ACCOUNTING TREATMENT
The Company has complied with the appropriate accounting policies and has ensured that they have been applied consistently. There have been no deviations from the treatment prescribed in the Accounting Standards notified under Section 129 of the Companies Act, 2013.
G. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACOUNT
As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby discloses the details of unpaid/unclaimed dividend and the respective share thereof as follows:
** Voting Right on these shares shall remain frozen till the rightful owner of such shares claims the shares.
31. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013
There were no complaints reported under the Prevention of Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.
32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION ANFOREIGN EXCHANGE EARNINGS AND OUTGO
Details under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts Standards) Rules 2014:
In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014:
(A) Conservation of Energy
1. Energy Conservation Measures Taken
Energy Conservation continues to receive major emphasis and is being systematically mentioned and corrective measures are taken whenever required immediately.
2. Additional investment, and proposals, if any, being implemented.
At present the company has no proposal to make any substantial investments for further reduction of consumption of energy. However, regular up-gradation of facilities is being done as and when required. The Company has been able to control its energy cost substantially.
Total Energy consumption & energy consumption per unit of Production in prescribed form- A
(B) Technology Absorption:
Since the company is not into manufacturing activity, there has been no need for creation of any Research and Development facility to absorb any Technology or any invention or Formulae etc,.
(C) Foreign Exchange Earnings & Outgo:
The Company did not earn or spent any foreign exchange during the year under review.
33. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date; c) that proper and sufficient care has been taken for the maintenance of adequate36 accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
34. ACKNOWLEDGMENT
The Directors gratefully acknowledge all stakeholders of the Company viz. financial institutions, Government Authorities, customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees, executives, staff and workers of the Company for their unstinted commitment and continued contribution to the Company.
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