Globe Civil Projects Ltd Directors Report

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Globe Civil Projects Ltd Share Price directors Report

Dear Members,

Your Directors are pleased to present the 24th (Twenty Fourth) Annual Report on the business and operation of the Company together with Audited Statement of Accounts for the Financial Year ended March 31, 2026.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013("Act"):

The summarized financial highlights are depicted below:

(All Amounts are in Million unless otherwise stated)

Standalone Consolidated
Particulars 2025-26 2024-25 2025-26 2024-25
Revenue from operations 3765.29 3259.92 4057.15 3785.76
Other Income 32.24 28.43 33.24 29.92
Total revenue 3797.53 3288.35 4090.39 3815.68
Profit before tax 312.34 332.37 313.09 332.44
Total Tax Expense 79.26 91.86 80.10 91.93
Net profit after tax for the year 233.08 240.51 232.99 240.51
Other Comprehensive Income (2.72) 0.91 (2.72) 0.91
Total Other Comprehensive Income 230.36 241.42 230.27 241.42
Earning per equity shares (Basic & Diluted) 4.18 5.52 4.18 5.52

FINANCIAL PERFORMANCE OVERVIEW (STANDALONE BASIS) STANDALONE:

The brief highlights of the Companys performance (standalone) during the Financial Year 2025-26: On a standalone basis, the Company recorded a healthy increase in revenue from operations to 3,765.29 Million in FY 2025 26 from 3,259.92 Million in FY 2024 25, reflecting improved business performance during the year. Total revenue increased to 3,797.53 Million as against 3,288.35 Million in the Previous Year; however, Net Profit after Tax stood at 233.08 Million compared to 240.51 Million in FY

2024–25, while earnings per share (basic and diluted) was 4.18 as against 5.52 in the Previous Year.

CONSOLIDATED:

On a consolidated basis, revenue from operations increased to 4,057.15 Million in FY 2025 26 from 3,785.76 Million in FY 2024 25, reflecting steady growth in the Groups business operations. Total revenue increased to 4,090.39 Million as against 3,815.68 Million in the Previous Year, while net profit after tax stood at 232.99 Million compared to 240.51 Million in FY 2024–25, with earnings per share (basic and diluted) at 4.18 as against 5.52 in the previous year.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the Financial Year ended March 31, 2026.

AMOUNTS TRANSFERRED TO RESERVES/RETAINED EARNINGS

On the Standalone Basis the Retained Earnings of the Company for FY 2025-26 is increased to 863.71 million as compared to 633.35 million in FY 2024-25.

However, the movement in Retained Earnings during the FY ended March 31, 2026, please refer the note 20 of Standalone Financial Statements.

DIVIDEND

The Board of Directors has not recommended any dividend for the Financial Year ended 31 March 2026 in order to conserve resources for funding ongoing projects and strengthening the Companys financial position.

DIVIDEND DISTRIBUTION POLICY

In compliance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors of the Company have adopted the Dividend Distribution Policy of the Company ("the Policy"). The Policy inter alia, lays down various parameters for the declaration/recommendation of dividend. The policy is available on the Companys website at the following link: https://www.globecivilprojects.com/_files/ugd/ e97088_e16851d83e8b4cdea4d6f2ccfb00a5ef.pdf

UNCLAIMED DIVIDENDS

During the period under review, there was no amount of unpaid / unclaimed dividends liable to be transferred to the Investor Education and Protection Fund (IEPF) under Sections 124 and 125 of the Companies Act, 2013.

SHARE CAPITAL

During the year under review the Company has an authorized capital of 65,00,00,000 (6,50,00,000 equity shares of 10 each) and the paid-up capital of the Company has been increased from 42,95,84,390 (4,29,58,439 equity shares of 10 each) to 59,71,89,990 (5,97,18,999 equity shares of 10 each) post allotment of shares in Initial Public Offer (IPO) on July 01,2025.

During the year, the company has not done any buy back of equity shares.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company does not have any stock options scheme as on date.

LISTING OF SHARES

The Company successfully completed its Initial Public Offer (IPO) by issuing 1,67,60,560 equity shares at a price of 71 per share (including share premium of 61 per share), aggregating to 118,99,99,760. The equity shares were listed on the National Stock Exchange of India Limited and BSE Limited with effect from July 01, 2025.

CREDIT RATING

During the year under review, the Company has received Credit Ratings from following Credit Rating Agencies:

1. Infomerics Valuation and Rating Private Limited on October 29, 2025 in the following manner:

Instrument or Rating Type in million Date Previous Ratings New Ratings
Long Term Bank Facilities 260.00 October 29, 2025 IVE BBB/Stable IVE BBB/Positive (IVR Triple B with Positive outlook)
Short Term Bank Facilities 840.00 October 29, 2025 IVR A3+ IVR A3+
Total 1,100.00

2. The Credit Ratings issued by Acuite Ratings & Research Limited on March 05, 2026 in the following manner:

Instrument or Rating Type in million Date Previous Ratings New Ratings
Long Term Bank Facilities 260.00 October 29, 2025 IVE BBB/Positive (IVR Triple B with Positive outlook) ACUITE BBB+
Stable Assigned
Short Term Bank Facilities 840.00 October 29, 2025 IVR A3+ ACUITE A2+
Assigned
Total 1,100.00

MATERIAL CHANGES AND COMMITMENTS, IF ANY

Following are the material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statement relates and the date of this report.

Initial Public Offer (IPO)

The Company successfully completed its Initial Public Offer (IPO) by issuing 1,67,60,560 equity shares at a price of 71 per share (including share premium of 61 per share), aggregating to 118,99,99,760. The equity shares were listed on the National Stock Exchange of India Limited and BSE Limited with effect from July 01, 2025. The proceeds from the IPO are proposed to be utilized for the following objects:

1. Funding working capital requirements of our Company;

2. Funding capital expenditure requirements towards purchase of equipment/machineries; and

3. General corporate purposes, as disclosed in the Prospectus dated June 26, 2025. Other than the above, there have been no other material changes or commitments affecting the financial position of the Company between the end of the Financial Year and the date of this Report

DISCLOSURES RELATING TO SUBSIDIARY COMPANIES

/ JOINT VENTURES / ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31 March 2026, the Company does not have any holding or subsidiary company. However, it has one (1) Associate Company and six (6) Joint Ventures, as listed below:

A. Associate Company

Southern Globe Hotels and Resorts Limited B. Joint Ventures

1. Arvind Techno- Globe JV

Our Company entered into an Agreement dated May 25, 2013 ("JV") with Arvind Techno Engineers Private Limited ("ATEPL") for execution of the following project- ‘Part design and construction of elevated viaduct and two elevated stations viz Johri Enclave and Shiv Vihar stations including architectural finishing, water supply, sanitary installation and drainage works of stations from chainage 55,121.184 m to 57,357. 623 m of line 7 Mukundpur- Yamuna Vihar corridor Contract "CC – 41" of Phase-III Delhi MRTS, awarded by Delhi Metro Rail Corporation Limited. The share of ATEPL and our Company is 60% and 40%, respectively.

2. GCPPL SCIPL Consortium

Our Company entered into a Consortium Agreement dated March 25, 2023 ("Consortium") with Swadeshi Civil Infrastructure Private Limited ("SCIPL") for execution of the following project: ‘Construction of Academic Block, Hostel, Residential Tower, Directors Residence and External Development works at National Institute of Technology, Delhi Campus on Design, Engineering, Procurement and Construction (EPC-II) Basis, awarded by Telecommunications Consultants India Limited. GCIPL is subject to certain obligations including obtaining necessary permissions from statutory/ regulatory authorities required for executing the project, ensuring payment of workmens compensation, compliance with applicable labour laws (including laws relating to explosives and safety) etc. The share of SCIPL and our Company in the Consortium is 51% and 49% respectively.

3. M/s. SCL - GCPL JV

Our Company entered into a Joint Bidding Agreement dated June 30, 2022 ("JV") with Sri SCL Infratech Limited ("SSIL") for the purpose of bidding and execution of the following project: ‘Undertaking major upgradation of Railway Station at Nellore in Vijayawada division of South central Railway on Engineering, Procurement and Construction (EPC) Mode, issued by the Ministry of Railways, Chief Engineer, Construction-III, South Central Railway, Secunderabad. The share of SSIL and our Company in the JV is 60% and 40%, respectively. The JV Parties are jointly and severally responsible for all obligations and liabilities relating to the project till the completion of the same.

4. KSIB GCPPL Joint Venture LLP ("KSIB CGPPL JV")

Our Company entered into a memorandum of understanding dated September 1, 2022 and LLP agreement dated January 12, 2023, respectively ("JV") with M/s. Keystone Infra

Build - Partnership firm ("KSIB") for the purpose of bidding and execution of the following project: ‘Major upgradation of Ajni Railway Station in Nagpur Division of Central Railway on Engineering, Procurement and Construction (EPC) Mode, issued by Rail Land Development Authority, New Delhi. The share of KSIB and our Company in the JV is 74% and 26%, respectively.

5. Globe Civil- Premier Infra JV

Our Company entered into a Joint Venture Agreement dated September 13, 2019 ("JV") with Premier Infra Services Private Limited ("PISPL") for the purpose of bidding and execution of the following project: ‘Construction of 3 nos. Railway bridge on Stilt at Ch 144.804 to 145. 524 (Bridge Length 720m), Ch:150.200 to 150.530 (Bridge Length 330m) and Ch 153.285 to 153.909 (Bridge Length 624m) in the Coastal up to Regulation Zone (CRZ)-I area of Dahanu Detour in connection with construction of Western Dedicated Freight Corridor Phase-II Vaitarna - Sachin section", issued by Ircon International Limited. The share of our Company and PISPL in the JV is 61% and 39%, respectively. The JV Parties shall share the rights and obligations, risk, cost and expenses, etc. arising out of or in relation to execution of the project in proportion to their share of participation.

6. KSMB Globe Projects JV

Our Company entered into a Joint Venture Agreement ("JV") dated January 24, 2024 with K.S.M. Bashir Mohammad & Sons ("KSMB") for the purpose of bidding and execution of the following project: Development of New Civil Enclave at Agra Airport- Construction of New Integrated Terminal Building and Allied works on Engineering, Procurement and Construction ("EPC") Mode, issued by the Airports Authority of India, New Delhi. The share of KSMB and our Company in the JV is 98.50% and 1.50%, respectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, Companys Board had seven members comprising of Three Executive Promoter Directors - Mr. Ved Prakash Khurana (DIN- 00513510),

Mr. Vipul Khurana (DIN- 00513522) and Mr. Nipun Khurana (DIN- 00513517) and four Independent Directors- Mr. Dayal Sarup Sachdev (DIN- 05111450), Mr. Radhakrishnan Nagrajan (DIN- 00701892), Mr. Rajender Pal Chandel (DIN- 09523927), Ms. Nalini Shastri Vanjani (DIN- 00996242) being Independent Woman Director. The Executive Promoter Directors viz, Mr. Ved Prakash Khurana (DIN: 00513510) re-appointed as Whole Time Director of the Company for the period of 3 (Three) years with effect from June 22, 2024, Mr. Vipul Khurana (DIN: 00513522) and Mr. Nipun Khurana (DIN: 00513517) re-appointed as Managing Directors of the Company for the period of 3 (Three) years with effect from June 22, 2024.

Mr. Dayal Sarup Sachdev (DIN:05111450), Mr. Radhakrishnan Nagrajan (DIN: 00701892), Mr. Rajender Pal Chandel (DIN: 09523927) & Ms. Nalini Shastri Vanjani (DIN:00996242) are hereby appointed as an independent Directors of the Company and are not liable to retire by rotation, for a term of five (05) years, with effect from 16/07/2024 to hold office

15/07/2029."

The details of Board and Committee composition and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Re-appointment of Directors retiring by rotation

In accordance with the provisions of Companies Act, 2013 (hereinafter referred as "the Act") and Articles of Association of the Company, Mr. Nipun Khurana (DIN: 0513517), Managing Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Details related to his re-appointment as required to be disclosed under Companies Act/listing Regulations is given in the notice of 24th AGM.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the

Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

Declaration by Independent Directors

The Company has received declarations from all the

Independent Directors of the Company confirmingthat they meet with criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the Listing Regulations"). In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. Its an optimum mix of expertise (including financial expertise), leadership and professionalism.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rules made thereunder following are designated as Key Managerial Personnel (KMP) of the Company:

• Mr. Ved Prakash Khurana, Chairman & Whole-Time Director;

• Mr. Vipul Khurana, Managing Director;

• Mr. Nipun Khurana, Managing Director;

Mr. Raghav Aggarwal, Chief Financial Officer

(CFO); and

• Mr. Vineet Rattan, Company Secretary &

Compliance Officer.

NUMBER OF BOARD MEETINGS

The Board met 7 (Seven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under The Companies Act, 2013 and SEBI Listing Regulations. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors Meeting

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Meeting of the Independent Directors of the Company was also held on February 14, 2026, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, and also to assess the quality, quantity and timeliness of flowof information between the Company management and the Board.

ANNUAL GENERAL MEETING

During the Financial Year 2025-26, 23rd Annual General Meeting of the Company was held on September 29, 2025 at 12:00 Noon (IST) through Video Conferencing at registered office of the Company situated at D-40,

Okhla Industrial Area Phase-I, New Delhi, Delhi, India, 110020.

COMMITTEES OF THE BOARD

As required under the Companies Act, 2013 and the SEBI Listing Regulations, your Company has constituted various Statutory Committees as on March 31, 2026 the Board has comprised the following committees/ sub-committees.

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Stakeholders Relationship Committee;

(d) Corporate Social Responsibility Committee; During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its committees, including its terms of reference is provided in the Corporate Governance Report forming part of this Annual Report.

The composition and terms of reference of all the Committee(s) of the Board of Directors of the Company is in line with the provisions of the Act and Listing Regulations & there were no changes in the composition of the committees

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration and appointment of Directors, Key Managerial Personnel and Senior Management of the Company. 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), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and

Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation. The above policy has been posted on the website of the Company at the following link https://www.globecivilprojects.com/_files/ugd/ e97088_a262f4b46dd24f0aad0933044ae57b8f.pdf

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on Companys website at https://www.globecivilprojects.com/copy-of-material-documents

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING LISTED ENTITY

Pursuant to Regulation 30A(2) of SEBI Listing Regulations, there is no agreement impacting the management or control of the Company or imposing any restrictions or create any liability upon the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013, your

Directors hereby confirm that they:

(i) Have followed in the preparation of Annual Accounts for the Financial Year 2025-26, the applicable Accounting Standards and no material departures have been made for the same; (ii) Had 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 at March 31, 2026 and of the profit of the Company for the year ended on that date;

(iii) Had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) Had prepared the annual accounts on a going concern basis;

(v) Have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (vi) Have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

BOARD EVALUATION

In accordance with the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR) Regulations, 2015, Independent Directors, in a separate meeting without the presence of Non-Independent Directors and Management, evaluated the performance of the Board, Chairman, and Non-Independent Directors. They also assessed the quality, quantity, and timeliness of information flow between Management and the Board.

The Board, excluding the concerned Director, evaluated the performance of each Independent Director and conducted its annual evaluation, including that of individual Directors. The evaluation, based on criteria approved by the Nomination and Remuneration Committee, covered Board composition, processes, decision-making, attendance, and discharge of responsibilities.

Performance of individual Directors, including the Chairman, was assessed on parameters such as industry knowledge, strategic vision, commitment, and time contribution. Independent Directors were additionally evaluated on their integrity, expertise, and effectiveness in Board deliberations.

STATUTORY AUDITORS

As per provisions of Section 139(1) of the Act, the Company has appointed M/s Jagdish Chand & Co., Chartered Accountants (ICAI Firm Registration No. 000129N) as Statutory Auditors of the Company for a period of 5 (Five) years (April 01, 2024 to March 31, 2029 i.e. till the conclusion of the 27th AGM to be held in the calendar year 2029, in the AGM of the Company held on September 30, 2024.

STATUTORY AUDITORS REPORT

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks. The Notes to the financial statements referred in the

Auditors Report are self-explanatory. The Auditors

Report is enclosed with the financial statements forming part of this Annual Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on May 21, 2025, approved the appointment of M/s. Vasisht & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive years commencing from April 1, 2025, to March 31, 2030. The said appointment was subsequently approved by the shareholders at the 23rd Annual General Meeting held on September 29, 2025.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

There is no material unlisted Indian subsidiary of the Company as on March 31, 2026 and as such the requirement under Regulation 24A of the SEBI Listing Regulations regarding the Secretarial Audit of material unlisted Indian subsidiary is not applicable to the Company for FY 2025-26.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for FY 2025-26 given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure-II. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

SECRETARIAL COMPLIANCE REPORT

Pursuant to regulation 24A of SEBI (Listing Obligations and Diclouser Requirements) Regulations 2015, as ammended, in addition to secretarial audit, Annual Secretarial Compliance Report given by M/s Vasisht & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder is annexed as Annexure-III.

COST AUDITORS

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s. Jain Sharma & Associates, Cost Accountants (Firm Registration No. 000270) has been appointed as the Cost Auditors of the Company for the year ending March 31, 2027. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2026-27 is provided in the Notice of the ensuing Annual General Meeting.

Moreover Cost audit report for Financial Year 2025-26 will be filed with the Ministry of Corporate Affairs within stipulated time period.

INTERNAL AUDIT

The Board of Directors of the Company has appointed M/s Rajnish & Associates as Internal Auditor of the Company for the FY 2026-27, to audit the function and activities of the Company and to review various operations of the Company. The Company continued to implement their suggestions and recommendations to improve the control environment.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143 (12) of the Companies Act, 2013, including rules made there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the Companys website at the following link https:// www.globecivilprojects.com/_files/ugd/e97088_85

5334b06e5642a9842242c3b514d85b.pdf. The Annual Report on CSR activities is annexed and forms part of this report as Annexure – IV. During the Financial Year, your Company has met its CSR obligations in terms of Section 135 of the Act.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing

Company Secretary, regarding compliance of the conditions of corporate governance.

Your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company ("Code of

Conduct"), who have affirmed the compliance thereto.

The Code of Conduct is available on the website of your Company and the link for the following is https://www.globecivilprojects.com/_files/ugd/ e97088_91d08ae4b3e34aa0839cfeabd06fd795.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended is separately given and forms part of this Annual Report and provides a more detailed analysis on the performance of individual businesses and their outlook.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee and Board for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and Companys Policy on Related Party Transactions. During the year, your company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Further, the prescribed details of related party transactions of the Company in Form No. AOC-2, in terms of section 134 of the Act read with Rule 8 of the Company (Accounts) Rules, 2014 is given as Annexure-V to this report.

The Policy on materiality of related party transactions and dealing with related party transactions may be accessed on the Companys website at link https://www.globecivilprojects.com/_files/ugd/ f86500_5d2786e04a4641c0881804bae7c37a4f.pdf Your Directors draw attention of the members to note 46 in the notes to accounts in the Standalone Financial Statements and to note 46 in the notes to accounts in the Consolidated Financial Statements which sets out related party disclosures.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31, 2026 comprises of the following Directors: Mr. Radhakrishnan Nagarajan (Chairman), Mr. Rajender Pal Chandel and Mr. Vipul Khurana as Members. For more details kindly refer to the section ‘Committees of the Board-Audit Committee, in the Corporate Governance Report, which forms part of this Annual Report.

All recommendations of Audit Committee were accepted by the Board of Directors.

RISK MANAGEMENT

The Company has also formulated the Risk Management Policy, to identify risks and minimize their adverse impact on business and strives to create transparency which in turn enhances the Companys competitive advantage.

According to the aforesaid business risk policy, the

Company has identifiedthe business risks associated with its operations and an action plan for its mitigation of the same is put in place. The business risks and its mitigation have been dealt with in the Management Discussion and Analysis Section of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy is available on Companys website at https://www.globecivilprojects.com/_files/ugd/ f86500_5571a6f6a3e144419c7226aa2de13338.pdf. During the year, no case of genuine concerns received under this policy.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE.

The Company has laid down sexual harassment policy pursuant to provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith. The Company has zero tolerance on sexual harassment at workplace. During the Financial Year 2025-26, no complaint was received under this policy.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the period under review there is no any significant and material orders passed by the Regulators or Courts or Tribunals which may impact going concern status and operations of the companies.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-VI to this Report.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as of March 31, 2026.

PARTICULARSOFLOANS,GUARANTEESORINVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 as at the end of the Financial Year 2025 - 26 are provided in the notes to standalone financial statements.

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

Information pursuant to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 is annexed as Annexure-VII and forms a part of this report.

ANNUAL RETURN

The copy of the Annual Return of the Company containing the particulars prescribed under section 92 of the Companies Act, 2013, as they stood on the close of the Financial Year i.e. March 31, 2026 is uploaded on the website of the Company and link for the same is https://e0662a04-4a95-4e6a-a97a-ae62d582dee2.filesusr.com/ ugd/9d80a5_5ac3c0b41d07400aafd8a1d65af19225. pdf

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years.

Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. During the period under review, there was no amount of unpaid / unclaimed dividends liable to be transferred to the Investor Education and Protection Fund (IEPF) under Sections 124 and 125 of the Companies Act, 2013.

CYBER SECURITY

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios.

Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, servers, application and the data.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on your Companys website at the following link https://e0662a04-4a95-4e6a-a97a-ae62d582dee2.filesusr.com/ugd/e97088_ e5cdff0a24224b038d72e672fbf149c8.pdf

OTHER INFORMATION

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or said items are not applicable to the Company:

1. The Managing Director and the Whole Time Directors has not received any remuneration or commission from any of its subsidiaries.

2. During the year under review, the company has not done any buy back of equity shares.

3. The Disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue of the Company is not applicable.

4. 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; and

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

6. Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/HO/ DDHS/CIR/P/2018/144 dated November 26, 2018, as such no disclosure is required in this regard.

7. During the year under review, there is no revision of financial statements and Directors Report of your Company.

8. No political contribution made during the year under review.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the support and continued co-operation extended by all the customers, vendors, dealers, bankers, regulators and business associates. The Board places on record its appreciation to all the employees for their dedicated and committed services. Your Directors deeply acknowledge the continued trust and confidencethat the shareholders place in the management and is confident that with their continued support, the Company will achieve its objectives and emerge stronger in the coming years.

For Globe Civil Projects Limited (formerly known as Globe Civil Projects Private Limited)
Sd/- Sd/-
Ved Prakash Khurana Vipul Khurana
Place : New Delhi DIN: 00513510 DIN: 00513522
Date : 31st August 2026 Chairman & Whole Time Director Managing Director

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