Globe International Carriers Ltd Management Discussions

1. Industry Structure and Developments

The story of Indian logistics over the next five years is, in large part, the story of GICLs own opportunity.

A country still paying too much to move its own goods

India spends an unusually large share of its economic output simply getting goods from one place to another. Logistics costs in India are estimated at roughly 14 to 16 percent of GDP — compared with 8 percent or so in most developed economies. That gap is not a footnote; it is one of the largest structural inefficiencies left in the Indian economy, and closing it is now a stated national priority. The Governments National Logistics Policy has set an explicit target of bringing this figure down to around 8 percent, through a single-window digital clearance system (ULIP), better multimodal coordination, and reduced turnaround times at ports, warehouses, and state borders.

Exhibit 1: Indias logistics cost as a share of GDP, against the National Logistics Policy target and the global benchmark.

The infrastructure story underneath the policy

Policy targets only mean something if the physical infrastructure exists to support them, and this is where the Governments PM GatiShakti National Master Plan becomes relevant. GatiShakti is, at its core, an attempt to stop Indias roads, railways, ports, and logistics parks from being planned in isolation from one another, and instead build them as one connected system. For a company that runs freight corridors across more than 25 branches and into cross-border points with Nepal and Bangladesh, better-planned, better-connected physical infrastructure translates directly into shorter transit times and more predictable costs — the two things that matter most in an asset-light model built on partner fleets rather than owned trucks.

Three sectors, one thread — and it runs straight through GICLs client book

Step back from policy language for a moment and look instead at where India is actually putting its money over the next five to eight years. Three numbers stand out, and each of them sits directly inside a sector GICL already serves today.

The first is solar power. Indias installed solar capacity is targeted to reach 280 gigawatts by 2030, as the country pushes toward its broader renewable energy and net-zero commitments. Every gigawatt of that build-out needs panels, mounting structures, inverters, and cabling moved from factory to installation site — and renewable energy and solar equipment already make up a meaningful share of what GICL transports by weight today, alongside GICLs own solar EPC subsidiary, Intraglobe Green Energy, which sits on the same growth curve from the other side.

The second is the power grid itself. Roughly 9 lakh crore of capital expenditure is planned between FY24 and FY32 for transmission, distribution, and grid modernisation across the country. This is not speculative spending — it is budgeted, multi-year, and already underway. Power transmission is, in fact, GICLs single largest revenue-contributing sector today, and grid capex of this scale points to that relationship deepening rather than fading over the coming years.

The third is steel. India has set a target of 300 million tonnes of steel-making capacity by 2030, nearly double current levels, to support the countrys broader infrastructure and manufacturing ambitions. Metals and alloys are already the single largest commodity GICL moves by weight — so a doubling of national steel capacity is, in effect, a doubling of the addressable freight opportunity in the Companys largest existing category, assuming reasonable execution and market share retention.

Exhibit 2: Three national capacity-building programmes, current position against 2030/FY32 targets, each overlapping directly with GICLs existing client sectors.

What this means, and what it does not mean

It would be easy to read the above and conclude that GICLs growth is now simply a function of national policy execution — that the Company only has to sit still and let these tailwinds carry it forward. That would be the wrong reading, and this report will not make that claim. Government targets slip, capital expenditure gets deferred, and a rupee of planned grid or solar spending does not automatically become a rupee of freight revenue for any single logistics operator — it becomes revenue only for the operators who can execute reliably, price competitively, and show up in the right corridors at the right time.

What the industry structure described above does provide is a genuine, multi-year demand runway in the specific sectors GICL has already chosen to serve. The Companys task, addressed later in this report, is converting that structural opportunity into volume, revenue, and margin — and being honest, in the sections that follow, about the operating and cost pressures that stand between the opportunity and the outcome.

2. Business Overview and Service Segments 2.1 Business Model

The Company operates as an asset-light logistics aggregator. Unlike fleet-owning logistics operators, GICL does not hold trucks on its own balance sheet except for the mandatory requirement of IBA. Instead, the Company operates a network model in which client freight demand is matched to a base of pre-vetted, third-party fleet owners, with GICL responsible for route planning, pricing, real-time tracking, billing, and, where applicable, customs documentation for cross-border consignments.

This structure has two direct financial consequences that are relevant to how the Companys performance should be read. First, capital expenditure and depreciation associated with fleet ownership do not sit on GICLs balance sheet, which supports a comparatively lighter asset base and higher asset turnover than a fleet-owning peer of similar revenue scale. Second, the Companys cost structure scales with freight volume rather than with fixed fleet capacity: in periods of lower demand, GICL is not required to carry the cost of idle owned vehicles, and in periods of higher demand, capacity can be sourced incrementally through the partner network rather than through fresh capital deployment.

The corresponding limitation of this model is that GICL does not control fuel cost directly, since it does not purchase diesel for a fleet it does not own. Fuel price movements affect the Company indirectly, through the hire rates charged by third-party fleet owners, who do bear this cost directly. The extent to which such cost increases are absorbed by the Companys partner network versus passed through to GICL, and subsequently to end clients, is addressed in the Financial Performance section of this report, with specific reference to the cost movement observed in Q4 FY26.

2.2 Service Segments

The Companys operations are organised across three service lines.

Freight and Transportation. This is the Companys principal revenue-generating segment, comprising Full Truckload service for clients requiring dedicated vehicle capacity, and Less-than-Truckload service, under which shipments from multiple clients are consolidated onto a single vehicle. This segment accounts for the substantial majority of the Companys revenue from operations, which stood at approximately

163.39 crore on a standalone basis for FY26.

Warehousing and Distribution. The Company provides storage and distribution support between the point of dispatch and final delivery, serving clients whose project timelines require staged or held inventory rather than continuous point-to-point movement. This segment is particularly relevant to the Companys power transmission and industrial EPC clients, where delivery schedules are typically tied to project milestones rather than fixed transit windows.

Cross-Border Clearing and Forwarding. GICL provides customs clearing and forwarding services for freight moving into Nepal and Bangladesh. This segment represents a comparatively smaller share of overall volume but requires documentation expertise and border-level relationships that are not readily replicated by a purely domestic operator, and it differentiates the Companys service offering from competitors without established cross-border capability.

The Companys technology infrastructure — GPS-based fleet tracking, an automated billing and invoicing system, and a client-facing query and status-update system — functions as an operational layer supporting all three segments rather than as an independent revenue line. During the year, the Company also filed a disclosure under Regulation 30 of the SEBI LODR Regulations regarding an AI-driven vehicle procurement interface, which replaces manual, single-call vehicle sourcing with an automated system capable of contacting multiple verified transporters simultaneously. Initial pilot results indicated a 10 to 15 percent reduction in vehicle placement time and a 2 to 3 percent improvement in freight rate outcomes. These figures are drawn from a limited pilot phase and are stated here on that basis; they should not be read as guidance for performance at full scale.

2.3 Rationale for Subsidiary Diversification

The Company holds two subsidiaries whose operations are structurally distinct from the core freight business: Govind Kripa Infratech Private Limited, which operates in real estate development and hospitality leasing, and Intraglobe Green Energy Private Limited, which undertakes turnkey solar EPC contracts for commercial and industrial clients.

The inclusion of these businesses within the Group reflects a deliberate diversification of earnings composition. The core freight segment is exposed to variability in fuel-linked hire costs and freight demand cyclicality, as described in Section 2.1. Real estate and hospitality income, and fixed-price solar EPC contract income, are not subject to the same input cost sensitivity. In FY26, the two subsidiaries together contributed approximately 3.94 crore to consolidated profit after tax of approximately 11.62 crore, representing approximately 34 percent of the Groups consolidated profitability, against a standalone core logistics contribution of approximately 66 percent. Segment-level performance for each subsidiary, including project-level detail for Govind Kripa Infratechs completed and ongoing developments, is presented in Section 3 of this report.

3. Segment-wise / Product-wise Performance 3.1 Core Logistics — Standalone Performance

The Companys core freight and logistics business is reported on a standalone basis. Revenue from operations for FY26 stood at approximately 163.39 crore, an increase of approximately 4.38 percent over 156.54 crore in FY25. Standalone profit after tax for the year was approximately 7.68 crore, representing approximately 66.1 percent of the Groups consolidated profit after tax of approximately 11.62 crore.

A notable feature of the standalone performance was the divergence between the fourth quarter and the full year. On a full-year basis, freight, handling and servicing cost — the Companys principal operating cost line under the asset-light model, representing amounts paid to third-party fleet owners — increased by only 2.14 percent year-on-year, from 143.30 crore to 146.37 crore, while revenue from operations grew by 4.38% over the same period. This indicates that, taken across the full year, cost discipline in the core segment was maintained despite the input cost environment described in Section 2.1 and Section 4 of this report.

3.2 Govind Kripa Infratech Private Limited — Real Estate and Hospitality

Govind Kripa Infratech Private Limited is the Companys 51 percent owned subsidiary undertaking real estate development and hospitality operations, structured to generate income streams that are not correlated with freight volume or fuel-linked cost movements.

On the hospitality side, the subsidiary holds a 56-room hotel property under lease, managed by OPO Hotels, generating recurring lease rental income. On the real estate side, operating under the GKB brand, the subsidiary has completed in excess of 6,00,000 square feet of residential development and in excess of 25,000 square feet of commercial development in Jaipur, across the following completed projects:

GKBs Grace Prime — a completed premium multi-storey residential development.

GKBs Marvel — a completed luxury residential development positioned for high-density urban housing.

GKBs Urbanite — a completed executive, mid-market residential development targeted at working professionals, characterised by smaller unit sizes and comparatively faster inventory turnover.

GKBs Sukhsamridhi — a completed residential development incorporating sewage recycling and solar power infrastructure.

The subsidiary is additionally engaged in the planning of further residential township development in Jaipur, extending the completed project base described above.

3.3 Intraglobe Green Energy Private Limited — Solar EPC

Intraglobe Green Energy Private Limited is the Companys wholly owned subsidiary undertaking turnkey solar engineering, procurement, and construction contracts for commercial and industrial clients. This segment additionally supports the Companys core logistics clients in meeting Scope 2 emissions and broader ESG procurement requirements, an increasingly common condition in industrial vendor selection.

4. Opportunities and Threats 4.1 Opportunities

Alignment with national infrastructure investment programmes. As set out in Section 1 of this report, three of the largest capital investment programmes currently underway in India — solar capacity expansion to 280 GW by 2030, planned power grid capital expenditure of approximately 9 lakh crore between FY24 and FY32, and steel capacity expansion to 300 million tonnes by 2030 — correspond directly to the Companys three largest client sectors by revenue contribution. This provides a multi-year demand runway that is independent of the Companys own commercial execution, though realising it remains contingent on the factors described in Section 4.2.

Increased governance standing following Main Board migration. The Companys migration from the NSE SME Emerge platform to the NSE Main Board in February 2026 subjects it to a materially higher standard of disclosure, board composition, and shareholder engagement under SEBI LODR Regulations. The Company views this as an opportunity to access a broader institutional investor base and improve terms of engagement with large corporate clients, several of whom apply vendor governance criteria that are more easily satisfied by a Main Board-listed counterparty than an SME-listed one.

Operational efficiency through technology. The AI-driven vehicle procurement interface described in Section 2.2, while at an early pilot stage, indicated a 10 to 15 percent reduction in vehicle placement time and a 2 to 3 percent improvement in freight rate outcomes. Continued scale-up of this and related technology initiatives represents a cost and service-quality opportunity that does not require additional fleet capital, consistent with the Companys asset-light model.

Diversified, non-concentrated client base. The Companys top ten client sectors by revenue are spread across power transmission, wholesale trade, metals and mining, renewable energy, industrial EPC, and electrical and manufacturing goods, with no single sector or client accounting for a dominant share of revenue. This reduces the Companys exposure to a downturn in any single end-market.

4.2 Threats

Fuel price volatility linked to geopolitical developments. Diesel prices in India rose by approximately 8 to 9 percent between mid-May 2026 and the date of this report, associated with tension surrounding the Strait of Hormuz, through which a substantial proportion of global seaborne oil trade transits. While the Company does not bear fuel cost directly under its asset-light model, this cost is passed through indirectly via the hire rates charged by third-party fleet owners, and represented a material contributor to the sequential cost increase observed in Q4 FY26, as described in Section 3.1. Continued or renewed geopolitical tension affecting global crude oil prices represents an ongoing risk to the Companys freight and handling cost line.

Dependence on third-party fleet capacity. The Companys asset-light model, while structurally advantageous in several respects as described in Section 2.1, means that GICL does not have direct operational control over the vehicles that carry client freight. Sustained disruption to the availability or reliability of the Companys partner fleet network, whether from cost pressure, competitive poaching of transporters by other aggregators, or broader driver and vehicle shortages in the logistics sector, could affect service delivery and cost.

Competitive intensity from both organised and unorganised operators. The Indian logistics sector remains served by a large base of unorganised, route-specific operators, alongside an increasing number of organised, technology-enabled aggregators. While the organised segments share of the overall market is increasing, competitive pricing pressure — particularly on routes and client relationships where multiple operators are active — remains a continuing feature of the operating environment.

5. Financial Performance Discussion 5.1 Overview

The financial performance of the Company is discussed below on a consolidated basis, being the basis on which the Groups overall performance is best represented, with standalone figures shown alongside for reference. The Companys consolidated financial results for FY26 include the results of Intraglobe Green Energy Private Limited (formerly Intraglobe Transport Solutions Private Limited), a wholly owned subsidiary, and Govind Kripa Infratech Private Limited, a 51 percent owned subsidiary acquired during the year, as more fully described in Section 3.2 of this report. Accordingly, FY26 is the first year in which the Companys consolidated results reflect Non-Controlling Interest, and year-on-year comparisons at the consolidated level should be read with this change in scope in mind.

5.2 Summary of Financial Performance

( in Lakhs, except per share data)

	Consolidated	Consolidated		Standalone	Standalone
Particulars	FY26	FY25	YoY %	FY26	FY25	YoY %
Revenue from Operations	17,492.79	15,665.87	+11.66%	16,339.17	15,654.07	+4.38%
Total Income	17,656.02	15,683.32	+12.58%	16,496.42	15,671.40	+5.26%
Total Expenses	16,062.16	15,023.00	+6.92%	15,439.86	15,000.09	+2.93%
Profit Before Tax	1,602.73	660.25	+142.75%	1,065.43	671.24	+58.73%
PBT Margin (% of Total Income)	9.08%	4.21%	+487 bps	6.46%	4.28%	+218 bps
Profit for the Period	1,162.41	502.64	+131.26%	767.55	513.68	+49.42%
Net Profit Attributable to Owners of the Company	985.28	502.64	+96.02%	767.55	513.68	+49.42%
Total Equity	12,846.13	5,910.33	+117.35%	9,581.14	5,914.67	+61.99%
Non-Controlling Interest (included above)	3,038.81	\u2014	\u2014	\u2014	\u2014	\u2014
Basic / Diluted EPS ( )	1.06	0.50	+112.00%	0.70	0.52	+34.62%

Note: Prior year EPS figures have been restated to reflect the sub-division of equity shares from face value 10 to 5 and the subsequent 1:1 bonus issue approved on September 23, 2025 and given effect on October 15, 2025, in accordance with Ind AS 33. Consolidated Profit for the Period and Net Profit Attributable to Owners of the Company differ on account of Non-Controlling Interest arising from the 51 percent acquisition of Govind Kripa Infratech Private Limited during the year, as explained in Section 5.3 below.

5.3

Understanding Profit Attribution Following the Govind Kripa Infratech Acquisition FY26 is the first year in which the Companys consolidated accounts reflect a subsidiary that is not wholly owned. Govind Kripa Infratech Private Limited was acquired as a 51 percent subsidiary on June 12, 2025, through a share swap arrangement, with the remaining 49 percent continuing to be held by non-controlling shareholders. As a result, the consolidated Profit for the Period of 1,162.41 Lakhs is a Group-level figure inclusive of the entire subsidiarys results. Out of this total, 985.28 Lakhs represents the portion attributable to the owners of the Company, while the remaining balance ( 177.13 Lakhs) is attributable to the non-controlling shareholders of Govind Kripa Infratech.

5.4 Quarterly Performance — Q4 FY26 (Consolidated)

( in Lakhs)

				Q3 FY26
Particulars	Q4 FY26	Q4 FY25	YoY %	(unaudited)	QoQ %
Revenue from Operations	5,464.93	4,810.74	+13.60%	4,730.90	+15.52%
Total Income	5,606.40	4,811.97	+16.51%	4,749.51	+18.05%
Freight, Handling and Servicing Cost	4,938.54	4,325.55	+14.17%	3,462.46	+42.62%
Total Expenses	5,344.04	4,542.42	+17.65%	3,838.68	+39.24%
Profit Before Tax	262.35	269.48	(2.65%)	910.69	(71.19%)
PBT Margin (% of Total Income)	4.68%	5.60%	(92 bps)	19.17%	(1,449 bps)
Profit for the Period	108.61	58.70	+85.03%	218.81	(50.36%)

5.5 Explanation of Q4 FY26 Performance

Revenue from operations in Q4 FY26 grew 13.60 percent year-on-year, consistent with the growth trend seen across the year. Profit before tax, however, declined 2.65 percent year-on-year and 71.19 percent sequentially against Q3 FY26, driven principally by movement in freight, handling and servicing cost, the Companys largest single cost line, which rose 42.62 percent on a sequential basis.

This sequential increase coincided with a rise in diesel prices that began in mid-May 2026, associated with heightened tension surrounding the Strait of Hormuz and its effect on global crude oil prices. As described in Section 2.1 of this report, the Company does not bear fuel cost directly under its asset-light operating model; third-party fleet owners within the Companys partner network do bear this cost directly, and a portion is passed through to the Company via higher vehicle hire rates.

Notwithstanding the sequential decline in PBT, Profit for the Period in Q4 FY26 was higher year-on-year in percentage terms than PBT movement alone would suggest, reflecting differences in tax expense and other items between the two quarters; this line should be read together with the PBT movement above rather than in isolation, as the tax expense computation particularly for a quarter (versus the full year) can vary for reasons unrelated to underlying operating performance.

5.6 Balance Sheet and Cash Flow

Consolidated Total Equity increased to 12,846.13 Lakhs as at March 31, 2026, from 5,910.33 Lakhs as at March 31, 2025, an increase of 117.35 percent, reflecting both retained earnings for the year and the inclusion of Non-Controlling Interest of 3,038.81 Lakhs following the Govind Kripa Infratech acquisition. On a standalone basis, Total Equity increased to 9,581.14 Lakhs from 5,914.67 Lakhs, an increase of 61.99 percent.

Consolidated Total Assets stood at 20,329.59 Lakhs as at March 31, 2026, compared to 9,533.73 Lakhs as at March 31, 2025, with the increase substantially attributable to the consolidation of Govind Kripa Infratechs balance sheet, including Goodwill of 5,084.86 Lakhs and Intangible Assets of 410.43 Lakhs recognised on acquisition.

Net cash generated from operating activities (consolidated) was 1,661.83 Lakhs for FY26, compared to 997.92 Lakhs in FY25. Net cash generated from investing activities was 822.83 Lakhs, against cash used of 860.87 Lakhs in the prior year. Net cash used in financing activities was 2,302.48 Lakhs, compared to cash used of 167.01 Lakhs in FY25, reflecting repayment of short-term borrowings and interest during the year. Cash and cash equivalents at the end of the year stood at 217.72 Lakhs, compared to 35.54 Lakhs at the start of the year.

6. Key Financial Ratios — Significant Changes

In accordance with Schedule V, Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to disclose and explain any key financial ratio that has changed by 25 percent or more as compared to the immediately preceding financial year, along with details of any change in Return on Net Worth, irrespective of the extent of such change.

6.1 Ratio Disclosure Table — Consolidated, FY26 vs FY25

Ratio	FY26	FY25	% Change	Explanation for Variance
Current Ratio	2.30x (14,695.75 / 6,383.87)	2.76x (9,233.52 / 3,347.05)	(16.67%)	Below the 25% disclosure threshold; movement reflects growth in current liabilities, principally trade payables and short-term borrowings, broadly in line with growth in current assets.
Debt-Equity Ratio	0.37x (4,799.71 / 12,846.13)	0.43x (2,544.21 / 5,910.33)	(13.95%)	Below the 25% disclosure threshold; total borrowings (non-current + current) grew more slowly than total equity, the latter aided by the Govind Kripa Infratech acquisition and Main Board migration- linked equity issuance.
Interest Coverage Ratio	4.37x (2,078.45 / 475.72)	3.88x (889.54 / 229.29)	+12.63%	Below the 25% disclosure threshold; reflects robust EBIT growth absorbing the higher finance costs incurred during the year.
Operating (EBITDA) Margin	12.10% (EBITDA 2,116.34L / Revenue 17,492.79L)	5.94% (EBITDA 930.66L / Revenue 15,665.87L)	+103.7%	Margin expansion driven by full-year revenue growth combined with the addition of Govind Kripa Infratech\u2019s real estate and hospitality earnings, which carry a different cost structure to the core logistics business.
Net Profit Margin	6.58% (Profit for period 1,162.41L / Total Income 17,656.02L)	3.20% ( 502.64L / 15,683.32L)	+105.6%	Significant improvement primarily reflecting improved operating leverage and the first-time consolidation of high-margin earnings from the newly acquired Govind Kripa Infratech subsidiary.
Return on Net Worth (Return on Equity)	12.54%	8.88%	+41.17%	Computed based on Net Profit Attributable to Owners over Average Equity Attributable to Owners. Improvement reflects strong bottom-line growth outpacing the expansion of the equity base during the year.
Return on Capital Employed (ROCE)	20.65%	15.06%	+37.10%	Computed based on EBIT over Average Capital Employed. Growth reflects enhanced operational efficiency and the accretive nature of the Govind Kripa Infratech acquisition on group operating profits.

6.2 Notes on This Disclosure

The most significant single driver across this years ratio movements is the first-time consolidation of Govind Kripa Infratech Private Limited as a 51 percent subsidiary, effective June 12, 2025. This affects the comparability of FY26 consolidated ratios against FY25 consolidated ratios in a way that is structural — arising from a change in the scope of consolidation — rather than purely operational. Readers of this report should note this distinction, and the Company has sought to explain each material variance above with reference to this change where relevant, consistent with the requirement under Schedule V, Part B to explain the reason for variance, not merely to state the percentage movement.

7. Outlook

The Companys outlook for FY27 is framed around three factors discussed elsewhere in this report: the multi-year demand opportunity arising from national infrastructure investment in solar, power transmission, and steel (Section 1 and Section 4.1), the operating leverage available through the Companys asset-light model and its technology initiatives (Section 2), and the fuel and geopolitical risk that affected cost performance in Q4 FY26 (Section 4.2 and Section 5.4).

The Companys near-term priorities are to maintain the cost discipline demonstrated on a full-year basis in FY26 within the freight and handling cost line, notwithstanding the sequential pressure experienced in the fourth quarter; to continue scaling the AI-driven vehicle procurement interface described in Section 2.2, subject to validation of pilot-stage results at full operational scale; and to build on the earnings diversification provided by Govind Kripa Infratech and Intraglobe Green Energy, both of which are expected to continue contributing a meaningful share of consolidated profitability.

The Companys demand environment is expected to remain supported by continuing capital investment in the power transmission, renewable energy, and metals and mining sectors, which together constitute a substantial share of the Companys client revenue base. The extent to which this demand translates into revenue and margin growth for the Company will depend on execution, competitive positioning, and the trajectory of fuel and input costs over the course of the year.

This outlook is a forward-looking statement and is subject to the risks and uncertainties described in Section 8 of this report and in the Safe Harbour statement accompanying the Companys investor communications. Actual results may differ materially from those anticipated in this statement.

8. Risks and Concerns

8.1 Fuel and Commodity Price Risk

The Companys largest single operating cost — freight, handling and servicing cost — is indirectly linked to diesel prices through the hire rates charged by the Companys third-party fleet owner network, notwithstanding that the Company does not purchase fuel directly. Diesel prices rose approximately 8 to 9 percent between mid-May 2026 and the date of this report, associated with tension surrounding the Strait of Hormuz. Continued volatility in global crude oil prices, whether from this source or other geopolitical developments, represents an ongoing risk to the Companys cost structure and margin performance, as evidenced in the Q4 FY26 results discussed in Section 5.4.

8.2 Client and Sector Concentration Risk

While the Companys client base is diversified across sectors including power transmission, wholesale trade, metals and mining, renewable energy, and industrial EPC, a majority of revenue is concentrated within a limited number of large industrial sectors. A material slowdown in capital investment across any of these sectors — for instance, a deferral in national grid capex or a slowdown in solar capacity additions — could adversely affect the Companys freight volumes, notwithstanding the multi-year policy tailwinds described in Section 1 of this report.

8.3 Dependence on Third-Party Fleet Network

The Companys asset-light operating model depends on the continued availability, reliability, and cost-competitiveness of its third-party fleet owner network. The Company does not have direct contractual or ownership control over this capacity. Increased competition among logistics aggregators for the same pool of fleet owners, deterioration in fleet owner economics due to fuel cost pressure, or broader driver and vehicle shortages within the Indian logistics sector could each affect the Companys ability to source capacity reliably and at competitive rates.

8.4 Regulatory and Compliance Risk

The Companys migration to the NSE Main Board in February 2026 subjects it, for the first time, to the full scope of disclosure, governance, and compliance obligations under SEBI LODR Regulations, several of which did not apply, or applied in a limited form, under its prior SME-platform listing. This includes obligations relating to related party transactions, quarterly results disclosure, corporate governance reporting, and the ratio disclosure requirements addressed in Section 6 of this report. Any delay or shortfall in meeting these obligations during this transition year carries regulatory and reputational risk.

8.5 Cross-Border Operational Risk

The Companys cross-border customs clearing and forwarding operations into Nepal and Bangladesh are subject to the trade policy, customs procedures, and bilateral relations governing these corridors. Changes in border regulations, documentation requirements, or trade relations between India and either country could affect the Companys ability to service this segment, though the Company notes that this represents a comparatively smaller share of overall volume, as described in Section 2.2.

8.6 Competitive Intensity

The Indian logistics aggregation sector includes both unorganised, route-specific operators and an increasing number of organised, technology-enabled competitors. Pricing pressure on competitively served routes, and the risk of client or fleet owner attrition to competing platforms, remain ongoing considerations in the Companys commercial strategy, as noted in Section 4.2.

9. Internal Control Systems and Their Adequacy

The Company maintains internal control systems commensurate with the size and nature of its operations, covering financial reporting, operational processes, and compliance with applicable laws and regulations. These systems are designed to provide reasonable assurance regarding the reliability of financial reporting, the safeguarding of assets, and the prevention and detection of fraud and error.

The Companys internal audit functions are carried out by Advocate Jaswant Kumar Verma, a banking and finance professional, who conducts periodic reviews to assess the adequacy of internal controls and compliance with statutory requirements. The Companys Audit Committee, comprising Mr. Suneel Sayarmal Mohnot (Chairman), Mr. Rajendra Kumar Agrawal, Mr. Sanjay Jindal, and Mr. Subhash Agrawal, oversees the adequacy of internal financial controls and reviews the findings of internal and statutory audits on a periodic basis. During the financial year 2025-26, the constitution of a formal Risk Management Committee was not applicable to the Company, hence no such committee was constituted. The Companys operations are further supported by its ISO 9001:2015 certification, which requires documented process controls across service delivery. The Statutory Auditors have also reviewed the internal financial controls over financial reporting and have expressed an unmodified opinion on their adequacy and operating effectiveness.

10. Human Resources and Industrial Relations

The Companys direct employee base supports its branch network, customer service, technology operations, and corporate functions across its head office in Jaipur and its branch network spanning more than 25 locations in India. Consistent with the Companys asset-light operating model described in Section 2.1, drivers and vehicle operators engaged in the physical movement of freight are employed by the Companys third-party fleet owner partners rather than directly by GICL, and are accordingly not reflected in the Companys own employee headcount or employee benefits expense.

As of March 31, 2026, the Company had 70 direct employees on its payroll, compared to 70 employees in the previous financial year. Employee benefits expense for FY26 stood at approximately 4.10 crore, compared to 2.78 crore in FY25, an increase of approximately 47.48 percent, reflecting the Companys continued investment in its corporate and branch-level workforce as operations scaled during the year.

The Company considers its relations with its employees to have remained satisfactory throughout the year, with no material industrial relations issues reported. The Company strictly adheres to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the details of which are provided in the Directors Report. The Company did not have any active Employee Stock Option Scheme or Plan during the financial year 2025-26.

Annexure – 2

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31st, 2026, is given below and forms part of the Directors Report.

(A) Conservation of Energy

(i) The steps are taken or impact on the conservation of energy – NIL

(ii) The steps were taken by the Company for utilizing an alternate source of energy- NIL (iii) The capital investment in energy conservation equipments – NIL

(B) Technology Absorption

(i) The efforts made toward technology absorption – NIL

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution – NIL

(iii) In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – NIL (iv) The expenditure incurred in Research and Development – NIL

(C) Foreign exchange earnings and Outgo Particulars

(i) The Foreign Exchange earned in terms of actual inflows during the year: NIL (ii) The Foreign Exchange outgo during the year in terms of actual outflows: NIL

For and on behalf of the Board
Globe International Carriers Limited

Sd/-
Subhash Agrawal
Managing Director
DIN: 00345009
Date: 09/07/2026
Place: Jaipur