Equity Analysis

Dear Shareholders

Your Directors are pleased to present the Twenty-Ninth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024 ("year under review").

A summary of your Company's financial results for the Financial Year 2023-24 is as under:

The Gross Revenue from operations for FY 2023-24 was Rs. 42822.40 lakhs (Previous Year: Rs. 39942.09 lakhs). The year-over-year increase in total income was 7.26%. The operating profit was Rs. 823.97 lakhs, compared to Rs. 565.86 lakhs in the previous year. The net profit for the year soared to an impressive Rs. 575.11 lakhs, marking a substantial increase from the profit of Rs. 450.53 lakhs reported in the previous year.

Your Director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommend any dividend for the year ended March 31, 2024.

During the year under review, the Company has not transferred any amount to reserve.

At the Extra-Ordinary General Meeting of the company held on December 29, 2023, the Company has increased authorised share capital from Rs. 48.00 Crore (Rupees Forty Eight Crore Only) divided into 24.00 Crore (Twenty Four Crores) Equity Shares of Rs. 2/- (Rupees Two) each to Rs. 61.00 Crore (Rupees Sixty One Crores Only) divided into 30.50 Crore (Thirty Crore Fifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two) each.

The Company has raised Rs. 44.74 Cr through Right Issue and allotted 149137692 Equity Shares on March 28, 2024.

The paid-up Equity Share Capital as at March 31, 2024 stood at Rs. 60.06 Crore.

During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate Company. On April 24, 2024, the Company has acquired 70% stake of equity shares in Globe Denwash Private Limited, a Company having expertise in denim washing and finishing.

The total exports of the Company amounted to Rs. 5112.10 Lakhs (Previous year Rs. 6722.90 Lakhs) representing about 11.94% of the total income.

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relates and on the date of this report.

During the year, the company has raised Rs. 44.74 Cr through the Right Issue of Equity Shares. Accomplishing one of the objects of Right Issue, the Company has acquired 70% stake in Globe Denwash Private Limited, a company having expertise in denim washing and finishing on April 24, 2024. Globe Denwash is certified as a Zero Liquid Discharge Facility by ATIRA (Ahmedabad Textiles Industry Research Association). It also has ZDHC (Zero Discharge of Hazardous Chemicals) certification, demonstrating its commitment to environmental stewardship.

To see another spurt of growth, the company has launched its new division called "Fashion Attire Division" to create globally integrated fashion range for its customers. The Company has launched this division though a press release dated February 26, 2024.

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report as Annexure-"A" and Annexure-"B" respectively along with the required Certificate from Practising Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated.

In Compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management Personnel of the company, who have affirmed the compliance thereto.

A. In compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and pursuant to the recommendations of the Nomination and Remuneration Committee, Mr. Rajatkumat

Dineshbhai Patel (DIN: 09124295) was re-appointed for the second term of 5 (five) years w.e.f. March 28, 2024. The Company has also obtained shareholders' approval for reappointment of the Mr. Rajatkumat Dineshbhai Patel (DIN: 09124295) through Postal Ballot on June 27, 2024.

The Company has received necessary declaration from Independent Directors of the Company that they meet with the criteria of their Independence as laid down in Section 149(6) of the Companies Act, 2013 ("the Act") and Regulation 25(8) of the Listing Regulations.

Further, in accordance with the provisions of Section 152 of the Act, Mrs. Purvi Bhavin Parikh (DIN: 07732523), Director will retire by rotation at the forthcoming 29^th Annual General Meeting ("AGM") and being eligible, has offered herself for re-appointment. The Board of Directors recommends the proposal of their re-appointment as Director in the Notice convening the 29^th AGM for approval of the Members of the Company. Mrs. Purvi Bhavin Parikh is not disqualified under Section 164(2) of the Act and not debarred from holding the office of Director pursuant to order of SEBI or any other authority. Brief details of Directors proposed to be appointed/re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Notice of 29^th Annual General meeting.

As per the provisions of Companies Act, 2013, Mr. Bhavik Suryakant Parikh (DIN: 00038223), Managing Director, Mr. Nilaybhai Jagdishbhai Vora (DIN: 02158990), Wholetime Director, Mr. Bhavin Suryakant Parikh CEO & CFO and Mr. Faruk Diwan, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company. During the year under review, there is no change in the Key Managerial Personnel of the Company.

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an annual performance evaluation of its own performance; that of the Directors individually; as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board.

At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed. A structured questionnaire, each in line with the circular issued by SEBI, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for conducting the required evaluation, after taking into consideration the inputs received from the Directors, covering various aspects of the Board's functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc. A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority Shareholders, etc.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Independent Directors fulfil the criteria of independence, and they are independent of management. The performance evaluation

of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

During the year, 9 (Nine) Board meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

At the time of appointing a Director, a formal letter of appointment is given to the concerned Director, which inter-alia explains the role, function, duties and responsibilities as expected from a Director of the Company. The Director is also explained in detail, the compliance requirements under the Act, the Listing Regulations and various statutes. A one to one discussion with the newly appointed Director to familiarise him / her with the Company's operations.

Further, on an on-going basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter- alia covering the Company's businesses and operations, industry and regulatory updates, strategies, finance, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters.

The Company has adopted and implemented the Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 which is available on the website of the Company accessed at https://globetextiles.net/wp- content/uploads/2024/04/Nomination-and-Remuneration-Policy.pdf.

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

Pursuant to the Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the financial year 2023-24 in the prescribed Form MGT-7 is available on the website of the Company at https://globetextiles.net/wp-content/uploads/2024/09/Annual-Return-Form- MGT-7-FY2023-24.pdf.

M/s. Shah Dhandharia & Co LLP (Firm Registration No. 118707W/W100724), Chartered Accountants, the Statutory Auditors of the Company, were appointed at the 24^th Annual General Meeting held on September 30, 2019 to hold office for a period of 5 (Five) years i.e.

from the conclusion of 24^th Annual General Meeting (AGM) till the conclusion of 29^th Annual General Meeting to be held in the year 2023-24. They first tenure of M/s. Shah Dhandharia & Co LLP concludes at this ensuing AGM.

The Board of Directors at its meeting held on September 05, 2024 has recommended the appointment of M/s Dharmesh Parikh & Co LLP, Chartered Accountants, (Membership No.: 194282 and Firm Registration No.: 112054W/W100725), Peer Review Certificate No.: 014652 valid till 31^st October 2025 as the Statutory Auditors of the Company for a term of Five years from conclusion of the 29^th Annual General Meeting until the conclusion of the ensuing 34^th Annual General Meeting of the Company to be held in the year 2029.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Listing Regulations, M/s K. Jatin & Co., Practicing Company Secretaries was appointed as Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by M/s K. Jatin & Co. for the Financial Year 2023-24 is annexed herewith and marked as Annexure-"C" to this report. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Secretarial Auditors in their report for the financial year ended March 31, 2024. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act.

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of operations. To enhance the internal control procedures, the Company has appointed M/s. Shefali R Sheth & Co. as its internal auditor.

It also ensures that they are recorded in all material respect to permit preparation of financial statements in conformity with established accounting principles along with the assets of the Company being adequately safeguarded against significant loss or misuse. An independent Internal Audit function is an important element of Company's Internal Control System. This is supplemented through an extensive internal audit program and periodic review by the management and the Audit Committee of Board.

During the year, the Company has not given loans and advances covered under the provisions of Section 186 of the Companies Act, 2013. However, the company has provided security for the borrowing made by Globe Denwash Private Limited.

The Company in the normal course of its business enters in to related party transactions with companies engaged in similar or ancillary business. The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the Act, and Listing Regulations Omnibus approval is obtained on a yearly basis for transactions which are repetitive in nature. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review and approval/noting on a quarterly basis. All related party transactions entered during the financial year were in ordinary course of the business and on arm's length basis. Details of material related party transaction entered during the financial year by the Company is annexed in Form AOC-2 as Annexure- "D".

The Board of Directors have constituted the following Committees. The details of composition of the Board Committees are as follows:

The details of the Committees of the Board along with their composition, attendance of members and number of meetings held during the financial year 2023-24 are provided in the Report on Corporate Governance forming part of the Annual Report 2023-24.

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at https://globetextiles.net/wp-content/uploads/2024/04/Vigil-Mechanism.pdf.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 has been annexed as Annexure - "E".

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure-"F". No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company is conscious of the importance of environmentally clean and safe operations. The Company conduct business operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

In Accordance with section 135 of the Act and Rules framed thereunder, the Company has constituted a Corporate Social Responsibility ("CSR") Committee of Directors. The details of composition of CSR Committee are given in the Corporate Governance Report.

The policy can be accessed at http://globetextiles.net/wp- content/uploads/2021/06/Corporate-Social-Responsibility-Policy.pdf. The details of CSR policy and CSR spending by the Company have been provided as Annexure-"G" to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

There has not been an occasion in case of the Company during the year to transfer any sums or shares to the Investor Education and Protection Fund.

The Board of Directors of the Company has put in place a Risk Management which aims at enhancing shareholders' value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors Responsibility Statement, your Directors state that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures. There are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a 'going concern' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Your directors state that no disclosure or reporting is required in respect to the following items, as there were no transactions pertaining to these items during the year under review:

a. There was no revision in the financial statements.

b. The Company has not issued any sweat equity shares.

c. The Company has not issued any shares with differential voting rights.

d. There has been no change in nature of business.

e. The Company has not made any application during the year under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year.

f. During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

g. The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Companies Act, 2013.

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The shares of your Company are listed at National Stock Exchange of India Limited. The listing fees to the Stock Exchange for the year 2024-25 have been paid.

During the year under review, the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of an Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The policy of the "Prevention of Sexual Harassment of Women at Workplace" of the Company is available on the website of the Company at https://globetextiles.net/wp- content/uploads/2024/04/Sexual-Harassment-Policy.pdf.

Your Directors wish to thank its customers, Business Associates, Members, Bankers, Government Bodies & Regulators for their continued support and faith reposed in the company. Your Directors also wish to place on record appreciation for the contribution made by Employees for their commitment and dedication towards the Company.